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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, 2005

or



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

For the transition period from  to

Commission File Number 0-24763



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REGENCY
CENTERS, L.P.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 59-3429602                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer identification No.)
|                                                               | 
|121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 |  | (904) 598-7000                      
|(Address of principal executive offices) (zip code)            |  | (Registrants telephone No.)        

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.YES  x    NO ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES ̈NO  x

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer.

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

Indicate by check mark whether the registrant is a shell company.    YES ̈NO  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 2006 Annual Meeting of Shareholders are incorporated by reference in Part III.



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TABLE OF CONTENTS



|         |  |                                                                                                                  |  |                     
|-------- |  | ---------------------------------------------------------------------------------------------------------------- |  | --------------------
|Item No. |  |                                                                                                                  |  | Form 10-KReport Page
|         |  | PART I                                                                                                           |  |                     
|         |  |                                                                                                                 
|1.       |  | Business                                                                                                         |  | 1                   
|         |  |                                                                                                                 
|1A.      |  | Risk Factors                                                                                                     |  | 3                   
|         |  |                                                                                                                 
|1B.      |  | Unresolved Staff Comments                                                                                        |  | 9                   
|         |  |                                                                                                                 
|2.       |  | Properties                                                                                                       |  | 10                  
|         |  |                                                                                                                 
|3.       |  | Legal Proceedings                                                                                                |  | 26                  
|         |  |                                                                                                                 
|4.       |  | Submission of Matters to a Vote of Security Holders                                                              |  | 26                  
|         |  |                                                                                                                 
|         |  | PART II                                                                                                          |  |                     
|         |  |                                                                                                                 
|5.       |  | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 26                  
|         |  |                                                                                                                 
|6.       |  | Selected Financial Data                                                                                          |  | 28                  
|         |  |                                                                                                                 
|7.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                            |  | 29                  
|         |  |                                                                                                                 
|7A.      |  | Quantitative and Qualitative Disclosures about Market Risk                                                       |  | 50                  
|         |  |                                                                                                                 
|8.       |  | Consolidated Financial Statements and Supplementary Data                                                         |  | 50                  
|         |  |                                                                                                                 
|9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |  | 50                  
|         |  |                                                                                                                 
|9A.      |  | Controls and Procedures                                                                                          |  | 51                  
|         |  |                                                                                                                 
|9B.      |  | Other Information                                                                                                |  | 51                  
|         |  |                                                                                                                 
|         |  | PART III                                                                                                         |  |                     
|         |  |                                                                                                                 
|10.      |  | Directors and Executive Officers of the Registrant                                                               |  | 51                  
|         |  |                                                                                                                 
|11.      |  | Executive Compensation                                                                                           |  | 52                  
|         |  |                                                                                                                 
|12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   |  | 52                  
|         |  |                                                                                                                 
|13.      |  | Certain Relationships and Related Transactions                                                                   |  | 53                  
|         |  |                                                                                                                 
|14.      |  | Principal Accounting Fees and Services                                                                           |  | 53                  
|         |  |                                                                                                                 
|         |  | PART IV                                                                                                          |  |                     
|         |  |                                                                                                                 
|15.      |  | Exhibits and Financial Statement Schedules                                                                       |  | 54                  



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Forward-Looking Statements

In addition to historical information, the following information contains forward-looking statements as defined under federal securities laws. These forward-looking statements include statements about anticipated
growth in revenues, earnings per share, returns and portfolio value and expectations about our liquidity. These statements are based on current expectations, estimates and projections about the industry and markets in which Regency Centers
Corporation (Regency or the Company) and Regency Centers, L.P. (RCLP or the Partnership) operate, and managements beliefs and assumptions. Forward-looking statements are not guarantees of future
performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, changes
in national and local economic conditions; financial difficulties of tenants; competitive market conditions, including pricing of acquisitions and sales of properties and out-parcels; changes in expected leasing activity and market rents; timing of
acquisitions, development starts and sales of properties and out-parcels; our inability to exercise voting control over the joint ventures through which we own or develop some of our properties; weather; consequences of any armed conflict or
terrorist attack against the United States; the ability to obtain governmental approvals; and meeting development schedules. For additional information, see Risk Factors elsewhere herein. The following discussion should be read in
conjunction with the accompanying Consolidated Financial Statements and Notes thereto of the Partnership appearing elsewhere within.

PART I

Item 1. Business

Regency is a qualified real estate investment trust (REIT), which began
operations in 1993. Our primary operating and investment goal is long-term growth in earnings per share and total shareholder return, which we hope to achieve by focusing on a strategy of owning, operating and developing high-quality community and
neighborhood shopping centers that are tenanted by market-dominant grocers, category-leading anchors, specialty retailers and restaurants located in areas with above average household incomes and population densities. Regency owns, manages, leases,
acquires, and develops our shopping centers through our operating partnership, RCLP, in which we currently own approximately 98% of the outstanding operating partnership units. Regencys operating, investing and financing activities are
generally performed by RCLP, its wholly owned subsidiaries and its joint ventures with third parties.

Currently, we operate and manage a
real estate investment portfolio that totals $7.3 billion at cost before depreciation with 393 shopping centers in 27 states and the District of Columbia, including approximately $4.1 billion in real estate assets composed of 180 shopping centers
owned by unconsolidated joint ventures in 23 states and the District of Columbia. Portfolio information is presented (a) on a combined basis, including unconsolidated joint ventures (Combined Basis), (b) on a basis that
excludes the unconsolidated joint ventures (Consolidated Properties) and (c) on a basis that includes only the unconsolidated joint ventures (Unconsolidated Properties). We believe that providing our shopping center
portfolio information under these methods provides a more complete understanding of the properties that we own, including those that we partially own and for which we provide property and asset management services. At December 31, 2005, our
gross leasable area (GLA) on a Combined Basis totaled 46.2 million square feet and was 91.3% leased. The portfolio contains 50.8 million square feet when anchored owned buildings are included. The GLA for the 213 Consolidated
Properties totaled 24.4 million square feet and was 88.0% leased, including shopping centers under construction and partially pre-leased. The GLA for the Unconsolidated Properties totaled 21.8 million square feet and was 95.1% leased.

We earn revenues and generate operating cash flow by leasing space in our shopping centers to market-leading grocers, and major retail
anchors, as well as specialty side-shop retailers, restaurants and outparcel 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. Community and neighborhood shopping centers generate substantial daily traffic by conveniently offering daily necessities and services. This high traffic generates increased sales, thereby driving higher occupancy,
rental rates and rental-rate growth for RCLP, which we expect to sustain our growth in earnings per unit and increase the value of our portfolio over the long term.

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



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

We intend to maintain a conservative capital structure to fund our growth programs, which should preserve our
investment-grade ratings. Our approach is founded on our self-funding business model. This model utilizes center recycling as a key component, which requires ongoing monitoring of each center to ensure that it meets our stringent quality
standards. Properties that do not measure up to our standards are sold in combination with non-core development sales. These sale proceeds are re-deployed into new, higher-quality developments and acquisitions that are expected to generate
sustainable revenue growth and more attractive returns.

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

There are many challenges affecting our industry, and we are addressing them accordingly. An economic downturn could result in declines in occupancy
levels at our shopping centers, which would reduce our rental revenues; however, we believe that our investment focus on grocery and discount (Target and Wal-Mart) anchored shopping centers that conveniently provide daily necessities will minimize
the impact of a downturn in the economy. The grocery anchor environment is changing constantly and increased competition from super-centers such as Wal-Mart and industry consolidation could result in grocery store closings. We closely monitor the
operating performance and tenants sales in our shopping centers that operate near super-centers as well as those tenants operating retail formats that are experiencing significant changes in competition or business practice such as the video
rental format. A slowdown in the demand for new shopping centers could cause a corresponding reduction in our shopping center development program and likely reduce our future operating revenues and gains from development sales. We believe that the
presence of our development teams in key markets and their excellent relationships with leading anchor tenants will enable us to sustain our development program.

Competition

We are among the largest publicly-held owners of 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 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, the design quality of our shopping centers, the strong demographics surrounding our
shopping centers, our relationships with our anchor tenants and our side-shop and out-parcel retailers, our PCI program which allows us to provide retailers with multiple locations, our practice of maintaining and renovating our shopping centers,
and our ability to source and develop new shopping centers.

Changes in Policies

Regencys 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 stockholders, and REIT tax status. The Board of Directors may amend these policies at any time without a vote of Regencys
stockholders.

Employees

Our
headquarters are located at 121 West Forsyth Street, Suite 200, Jacksonville, Florida. We presently maintain 20 market offices nationwide where we conduct management, leasing, construction, and investment activities. At December 31, 2005, we
had 457 employees and we believe that our relations with our employees are good.

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



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##### Index to Financial Statements

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 our 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.

Executive Officers

The executive officers of the Company are appointed each year by the Board of Directors. Each of the
executive officers has been employed by the Company in the position or positions indicated in the list and pertinent notes below. Each of the executive officers has been employed by the Company for more than five years.



|                     |  |     |  |                                                |  |                                          
|-------------------- |  | --- |  | ---------------------------------------------- |  | -----------------------------------------
|Name                 |  | Age |  | Title                                          |  | Executive Officer in
Position Shown Since
|Martin E. Stein, Jr. |  | 53  |  | Chairman and Chief Executive Officer           |  | 1993                                     
|Mary Lou Fiala       |  | 54  |  | President and Chief Operating Officer          |  | 1999                                     
|Bruce M. Johnson     |  | 58  |  | Managing Director and Chief Financial Officer  |  | 1993                                     
|Brian M. Smith       |  | 51  |  | Managing Director and Chief Investment Officer |  | 2005(1)                                  

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|(1) | Mr. Smith was appointed Chief Investment Officer for the Company in September 2005. Mr. Smith was previously Managing Director  Investments  Pacific,
Mid-Atlantic and Northeast since 1999.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

Item 1A. Risk Factors

Risk Factors Related to Our Industry and Real Estate Investments

Our revenues and cash flow could be adversely affected by poor market conditions where properties are geographically concentrated.

RCLPs performance depends on the economic conditions in markets in which our properties are concentrated. During the year ended December 31,
2005, our properties in California, Florida and Texas accounted for 52.2% of our base rent. Our revenues and cash available for distribution to stockholders could be adversely affected by this geographic concentration if market conditions in these
areas, such as an oversupply of retail space or a reduction in the demand for shopping centers, become more competitive relative to other geographic areas.

Loss of revenues from major tenants could reduce distributions to stockholders.

We derive significant revenues from anchor
tenants such as Kroger, Publix and Safeway that occupy more than one center. Distributions to stockholders could be adversely affected by the loss of revenues in the event a major tenant:



| |  |  | files for bankruptcy or insolvency;
| | - |  | -----------------------------------



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| |  |  | experiences a downturn in its business;
| | - |  | ---------------------------------------



| |  |  | materially defaults on its lease;
| | - |  | ---------------------------------



| |  |  | does not renew its leases as they expire; or
| | - |  | --------------------------------------------



| |  |  | renews at lower rental rates.
| | - |  | -----------------------------

Vacated anchor space,
including space owned by the anchor, can reduce rental revenues generated by the shopping center because of the loss of the departed anchor tenants customer drawing power. Most anchors have the right to vacate and prevent re-tenanting by
paying rent for the balance of the lease term. If major tenants vacate a property, then other tenants may be entitled to terminate their leases at the property.

Downturns in the retailing industry likely will have a direct adverse impact on our revenues and cash flow.

Our properties
consist primarily of grocery-anchored shopping centers. Our performance therefore is generally linked to economic conditions in the market for retail space. The market for retail space has been or could be adversely affected by any of the following:



| |  |  | the growth of super-centers, such as those operated by Wal-Mart, and their adverse effect on major grocery chains;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | the impact of increased energy costs on consumers and its consequential effect on the number of shopping visits to our centers;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | weakness in the national, regional and local economies;
| | - |  | -------------------------------------------------------



| |  |  | consequences of any armed conflict involving, or terrorist attack against, the United States;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | the adverse financial condition of some large retailing companies;
| | - |  | ------------------------------------------------------------------



| |  |  | the ongoing consolidation in the retail sector;
| | - |  | -----------------------------------------------



| |  |  | the excess amount of retail space in a number of markets;
| | - |  | ---------------------------------------------------------



| |  |  | increasing consumer purchases through catalogs or the Internet;
| | - |  | ---------------------------------------------------------------



| |  |  | reduction in the demand by tenants, including video rental stores, to occupy our shopping centers as a result of the Internet and e-commerce;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing and costs associated with property improvements and rentals;
| | - |  | -----------------------------------------------------------------------



| |  |  | changes in taxation and zoning laws; and
| | - |  | ----------------------------------------



| |  |  | adverse government regulation.
| | - |  | ------------------------------

To the extent that any of
these conditions occur, they are likely to impact market rents for retail space and our cash available for distribution to stockholders.

Unsuccessful
development activities could reduce distributions to stockholders.

We actively pursue development activities as opportunities arise.
Development activities require various government and other approvals. We may not recover our investment in development projects for which approvals are not received. We incur other risks associated with development activities, including:



| |  |  | the risk that we may abandon development opportunities and lose our investment in these developments;
| | - |  | -----------------------------------------------------------------------------------------------------



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| |  |  | the risk that development costs of a project may exceed original estimates, possibly making the project unprofitable;
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | lack of cash flow during the construction period; and
| | - |  | -----------------------------------------------------



| |  |  | the risk that occupancy rates and rents at a completed project will not be sufficient to make the project profitable.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

If we sustain material losses due to an unsuccessful development project, our cash flow available for distribution to stockholders will be reduced.

We may encounter difficulties in assimilating the First Washington portfolio.

In June 2005, we acquired a 100-property portfolio from a joint venture between the California Public Employees Retirement System and First Washington
Realty, Inc. Although we currently own 24.95% of the portfolio through a joint venture, we will be responsible for managing the entire portfolio once First Washington ends its transitional management and leasing services. The purchase agreement did
not require us to acquire any First Washington offices, personnel or other infrastructure. We may encounter difficulties in integrating such a large portfolio with our existing systems and personnel, which could result in additional expense and
adversely affect our results of operations.

Uninsured loss may adversely affect distributions to stockholders.

We carry comprehensive liability, fire, flood, extended coverage, rental loss and environmental insurance for our properties with policy specifications
and insured limits customarily carried for similar properties. We believe that the insurance carried on our properties is adequate in accordance with industry standards. There are, however, some types of losses, such as from hurricanes, terrorism,
wars or earthquakes, which may be uninsurable, or the cost of insuring against such losses may not be economically justifiable. If an uninsured loss occurs, we could lose both the invested capital in and anticipated revenues from the property, but
we would still be obligated to repay any recourse mortgage debt on the property. In that event, our distributions to stockholders could be reduced.

We
face competition from numerous sources.

The ownership of shopping centers is highly fragmented, with less than 10% owned by real estate
investment trusts. We face competition from other real estate investment trusts as well as from numerous small owners in the acquisition, ownership and leasing of shopping centers. We compete to develop shopping centers with other real estate
investment trusts engaged in development activities as well as with local, regional and national real estate developers.

We compete in the
acquisition of properties through proprietary research that identifies opportunities in markets with high barriers to entry and higher-than-average population growth and household income. We seek to maximize rents per square foot by establishing
relationships with supermarket chains that are first or second in their markets and leasing non-anchor space in multiple centers to national or regional tenants. We compete to develop properties by applying our proprietary research methods to
identify development and leasing opportunities and by pre-leasing a significant portion of a center before beginning construction.

There
can be no assurance, however, that other real estate owners or developers will not utilize similar research methods and target the same markets and anchor tenants that we target. These entities may successfully control these markets and tenants to
our exclusion. If we cannot successfully compete in our targeted markets, our cash flow, and therefore distributions to stockholders, may be adversely affected.

Costs of environmental remediation could reduce our cash flow available for distribution to stockholders.

Under various
federal, state and local laws, an owner or manager of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on the property. These laws often impose liability without regard to whether the owner knew
of, or was responsible for, the presence of hazardous or toxic substances. The cost of any required remediation could exceed the value of the property and/or the aggregate assets of the owner.



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##### Index to Financial Statements

Our principal environmental risk is from dry cleaning plants that currently operate, or have operated in
the past, at our shopping centers. The presence of, or the failure to properly remediate, hazardous or toxic substances may adversely affect our ability to sell or rent a contaminated property or to borrow using the property as collateral. Any of
these developments could reduce cash flow and distributions to stockholders.

Risk Factors Related to Our Acquisition Structure

We do not have voting control over our joint venture investments, so we are unable to ensure that our objectives will be pursued.

We have invested as a co-venturer in the acquisition or development of properties. As of December 31, 2005, our investments in real estate
partnerships represented 15% of our total assets. These investments involve risks not present in a wholly-owned project. We do not have voting control over the ventures. The co-venturer might (1) have interests or goals that are inconsistent
with our interests or goals or (2) otherwise impede our objectives. The co-venturer also might become insolvent or bankrupt.

Our partnership
structure may limit our flexibility to manage our assets.

Regency invests in retail shopping centers through Regency Centers, L.P., the
operating partnership in which we currently own 98% of the outstanding common partnership units. From time to time, we acquire properties through our operating partnership in exchange for limited partnership interests. This acquisition structure may
permit limited partners who contribute properties to us to defer some, if not all, of the income tax liability that they would incur if they sold the property.

Properties contributed to our operating partnership may have unrealized gain attributable to the difference between the fair market value and adjusted tax basis in the properties prior to contribution. As a result,
the sale of these properties could cause adverse tax consequences to the limited partners who contributed them.

Generally, our operating
partnership has no obligation to consider the tax consequences of its actions to any limited partner. However, our operating partnership may acquire properties in the future subject to material restrictions on refinancing or resale designed to
minimize the adverse tax consequences to the limited partners who contribute those properties. These restrictions could significantly reduce our flexibility to manage our assets by preventing us from reducing mortgage debt or selling a property when
such a transaction might be in our best interest in order to reduce interest costs or dispose of an under-performing property.

Risk Factors Related
to Our Capital Structure

Our debt financing may reduce distributions to stockholders.

We do not expect to generate sufficient funds from operations to make balloon principal payments when due on our debt. If we are unable to refinance our
debt on acceptable terms, we might be forced (1) to dispose of properties, which might result in losses, or (2) to obtain financing at unfavorable terms. Either could reduce the cash flow available for distributions to stockholders.

In addition, if we cannot make required mortgage payments, the mortgagee could foreclose on the property securing the mortgage, causing
the loss of cash flow from that property. Furthermore, substantially all of our debt is cross-defaulted, which means that a default under one loan could trigger defaults under other loans.

On June 1, 2005, we incurred $275 million of additional debt to complete the funding of our portion of the joint venture that acquired the First
Washington portfolio. As a result, our debt-to-equity ratio and the ratio of our debt-to-total assets have increased. Our lenders modified our line of credit to increase our debt-to-assets leverage ratio from 0.55 to 1.00 to 0.60 to 1.00. The line
of credit has also been modified to impose limitations on the amount of recourse indebtedness that can be incurred by our unconsolidated affiliates. We intend to reduce our debt ratios through our capital recycling program, in which we sell
properties that no longer meet our long-term investment criteria. However, there can be no assurance that we will be able to reduce our debt ratios in accordance with our plan. We could be required to seek an extension for our line of credit
modification with our lenders, and a failure to do so could result in an event of default. In addition, the rating agencies could decide to lower our debt ratings, which would increase our borrowing costs and could make it more difficult for us to
obtain financing on acceptable terms.



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##### Index to Financial Statements

Our organizational documents do not limit the amount of debt that may be incurred. The degree to which we
are leveraged could have important consequences, including the following:



| |  |  | leverage could affect our ability to obtain additional financing in the future to repay indebtedness or for working capital, capital expenditures, acquisitions, development or other
general corporate purposes;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | leverage could make us more vulnerable to a downturn in our business or the economy generally; and
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | as a result, our leverage could lead to reduced distributions to stockholders.
| | - |  | ------------------------------------------------------------------------------

We depend on external sources of capital, which may not be available in the future.

To qualify as a REIT, Regency must,
among other things, distribute to its stockholders each year at least 90% of our REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we likely will not be able to fund all future capital needs,
including capital for acquisitions, with income from operations. We therefore will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends
on a number of things, including the markets perception of our growth potential and our current and potential future earnings. In addition, our line of credit imposes covenants that limit our flexibility in obtaining other financing, such as a
prohibition on negative pledge agreements.

Additional equity offerings may result in substantial dilution of stockholders interests,
and additional debt financing may substantially increase our degree of leverage.

Risk Factors Related to Interest Rates and the Market for Our
Stock

Increased interest rates may reduce distributions to stockholders.

We are obligated on floating rate debt, and if we do not eliminate our exposure to increases in interest rates through interest rate protection or cap
agreements, these increases may reduce cash flow and our ability to make distributions to stockholders.

Although swap agreements enable us
to convert floating rate debt to fixed rate debt and cap agreements enable us to cap our maximum interest rate, they expose us to the risk that the counterparties to these hedge agreements may not perform, which could increase our exposure to rising
interest rates. If we enter into swap agreements, decreases in interest rates will increase our interest expense as compared to the underlying floating rate debt. This could result in our making payments to unwind these agreements, such as in
connection with a prepayment of the floating rate debt. Cap agreements do not protect us from increases up to the capped rate.

Increased market
interest rates could reduce our stock prices.

The annual dividend rate on Regencys common stock as a percentage of its market
price may influence the trading price of Regencys stock. An increase in market interest rates may lead purchasers to demand a higher annual dividend rate, which could adversely affect the market price of our stock. A decrease in the market
price of Regencys common stock could reduce our ability to raise additional equity in the public markets.

Outstanding SynDECs could adversely
influence the market price for our common stock.

In June 2003, Citigroup Global Markets Holdings Inc., or CGMHI, sold an aggregate of
8,280,000 SynDECS (Debt Exchangeable for Common Stock). The SynDECS are a series of debt securities of CGMHI that will each be mandatorily exchanged upon maturity, on July 1, 2006, into Regencys common stock or its value in cash based on
a formula linked to the market price of our common stock. Any market for the SynDECS is likely to influence the market for our common stock. For example, the price of our common stock could become more volatile and could be depressed by
investors anticipation of the potential distribution into the market of substantial additional amounts of our common stock at the maturity of the SynDECS, by possible sales of our common stock by investors who view the SynDECS as a more
attractive means of equity participation in Regency and by hedging or arbitrage trading activity that may develop involving the SynDECS and our common stock.



7



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##### Table of Contents

##### Index to Financial Statements

Risk Factors Related to Federal Income Tax Laws

If we fail to qualify as a REIT for federal income tax purposes, we would be subject to federal income tax at regular corporate rates.

We believe that Regency qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that we can continue to meet the
requirements for taxation as a REIT. If we qualify as a REIT, we generally will not be subject to federal income tax on our income that we distribute currently to our stockholders. Many of the REIT requirements, however, are highly technical and
complex. The determination that we are a REIT requires an analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a
REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the IRS or a court would agree with the positions we have taken in interpreting the
REIT requirements. We also are required to distribute to our stockholders at least 90% of our REIT taxable income (excluding capital gains). The fact that we hold some of our assets through joint ventures and their subsidiaries further complicates
the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize our REIT status. Furthermore, Congress and the Internal Revenue Service might make changes to the tax laws and regulations, and the courts might issue
new rulings, that make it more difficult, or impossible, for us to remain qualified as a REIT.

Also, unless the IRS granted us relief
under certain statutory provisions, we would remain disqualified as a REIT for four years following the year we first failed to qualify. If we failed to qualify as a REIT, we would have to pay significant income taxes. This likely would have a
significant adverse affect on the value of our securities. In addition, we would no longer be required to pay any dividends to stockholders.

Even if we qualify as a REIT for federal income tax purposes, we are required to pay certain federal, state and local taxes on our income and property. For example, if we have net income from prohibited transactions, that income
will be subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited
transaction depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be
no assurance that the IRS would not contend otherwise.

In addition, any net taxable income earned directly by our taxable affiliates,
including Regency Realty Group, Inc., is subject to federal and state corporate income tax. Several provisions of the laws applicable to REITs and their subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of
federal income taxation. For example, a taxable REIT subsidiary is limited in its ability to deduct interest payments made to an affiliated REIT. In addition, a REIT has to pay a 100% penalty tax on some payments that it receives if the economic
arrangements between the REIT, the REITs tenants and the taxable REIT subsidiary are not comparable to similar arrangements between unrelated parties. Finally, some state and local jurisdictions may tax some of our income even though as a REIT
we are not subject to federal income tax on that income. To the extent that we and our affiliates are required to pay federal, state and local taxes, we will have less cash available for distributions to our stockholders.

A REIT may not own securities in any one issuer if the value of those securities exceeds 5% of the value of the REITs total assets or the
securities owned by the REIT represent more than 10% of the issuers outstanding voting securities or 10% of the value of the issuers outstanding securities. An exception to these tests allows a REIT to own securities of a subsidiary that
exceed the 5% value test and the 10% value tests if the subsidiary elects to be a taxable REIT subsidiary. We are not able to own securities of taxable REIT subsidiaries that represent in the aggregate more than 20% of the value of our
total assets. We currently own more than 10% of the total value of the outstanding securities of Regency Realty Group, Inc., which has elected to be a taxable REIT subsidiary.



8



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##### Table of Contents

##### Index to Financial Statements

Risk Factors Related to Our Ownership Limitations, the Florida Business Corporation Act and Certain Other Matters

Restrictions on the ownership of our capital stock to preserve our REIT status could delay or prevent a change in control.

Ownership of more than 7% by value of Regencys outstanding capital stock by certain persons is restricted for the purpose of maintaining
Regencys qualification as a REIT, with certain exceptions. This 7% limitation may discourage a change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or
(ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to effect a change in
control.

The issuance of our capital stock could delay or prevent a change in control.

Regencys articles of incorporation authorize its board of directors to issue up to 30,000,000 shares of preferred stock and 10,000,000 shares of
special common stock and to establish the preferences and rights of any shares issued. The issuance of preferred stock or special common stock could have the effect of delaying or preventing a change in control even if a change in control were in
our stockholders interest. The provisions of the Florida Business Corporation Act regarding control share acquisitions and affiliated transactions could also deter potential acquisitions by preventing the acquiring party from voting the common
stock it acquires or consummating a merger or other extraordinary corporate transaction without the approval of Regencys disinterested stockholders.

Item 1B. Unresolved Staff Comments

The Partnership has received no written comments regarding its
periodic or current reports from the staff of the Securities and Exchange Commission that were issued 180 days or more preceding December 31, 2005 that remain unresolved.



9



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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 (includes properties owned by unconsolidated joint ventures):



|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|----------------- |  | ----------------- |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | ---------- |  | ------------- | - |  | ------- | -
|                  |  | December 31, 2005 |  |            | December 31, 2004 |              
|Location          |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California        |  | 70                |  | 8,855,638  |                   | 19.2          | % |  | 93.3    | % |  | 51          |  | 6,527,802  |  | 19.3          | % |  | 91.9    | %
|Florida           |  | 51                |  | 5,912,994  |                   | 12.8          | % |  | 94.5    | % |  | 50          |  | 5,970,898  |  | 17.7          | % |  | 94.9    | %
|Texas             |  | 38                |  | 5,029,590  |                   | 10.9          | % |  | 84.7    | % |  | 32          |  | 3,968,940  |  | 11.7          | % |  | 89.3    | %
|Virginia          |  | 31                |  | 3,628,732  |                   | 7.8           | % |  | 95.0    | % |  | 12          |  | 1,488,324  |  | 4.4           | % |  | 91.1    | %
|Georgia           |  | 33                |  | 2,850,662  |                   | 6.2           | % |  | 95.4    | % |  | 36          |  | 3,383,495  |  | 10.0          | % |  | 97.4    | %
|Colorado          |  | 22                |  | 2,507,634  |                   | 5.4           | % |  | 84.3    | % |  | 15          |  | 1,639,055  |  | 4.8           | % |  | 98.0    | %
|Maryland          |  | 21                |  | 2,435,783  |                   | 5.3           | % |  | 93.6    | % |  | 2           |  | 326,638    |  | 1.0           | % |  | 93.9    | %
|Illinois          |  | 17                |  | 2,410,178  |                   | 5.2           | % |  | 95.9    | % |  | 9           |  | 1,191,424  |  | 3.5           | % |  | 98.0    | %
|North Carolina    |  | 15                |  | 2,114,667  |                   | 4.6           | % |  | 91.7    | % |  | 13          |  | 1,890,444  |  | 5.6           | % |  | 94.2    | %
|Ohio              |  | 16                |  | 2,045,260  |                   | 4.4           | % |  | 82.3    | % |  | 14          |  | 1,876,013  |  | 5.5           | % |  | 87.7    | %
|Pennsylvania      |  | 13                |  | 1,665,005  |                   | 3.6           | % |  | 75.3    | % |  | 2           |  | 225,697    |  | 0.7           | % |  | 100.0   | %
|Washington        |  | 12                |  | 1,334,337  |                   | 2.9           | % |  | 93.6    | % |  | 11          |  | 1,098,752  |  | 3.2           | % |  | 97.6    | %
|Oregon            |  | 8                 |  | 854,729    |                   | 1.8           | % |  | 97.1    | % |  | 8           |  | 838,056    |  | 2.5           | % |  | 95.5    | %
|Delaware          |  | 5                 |  | 654,687    |                   | 1.4           | % |  | 90.3    | % |  | 2           |  | 240,418    |  | 0.7           | % |  | 99.9    | %
|Tennessee         |  | 6                 |  | 624,450    |                   | 1.4           | % |  | 97.4    | % |  | 7           |  | 697,034    |  | 2.1           | % |  | 70.4    | %
|South Carolina    |  | 8                 |  | 522,027    |                   | 1.1           | % |  | 96.0    | % |  | 8           |  | 522,109    |  | 1.5           | % |  | 95.7    | %
|Arizona           |  | 4                 |  | 496,087    |                   | 1.1           | % |  | 99.4    | % |  | 5           |  | 588,486    |  | 1.7           | % |  | 93.1    | %
|Wisconsin         |  | 3                 |  | 372,382    |                   | 0.8           | % |  | 94.4    | % |  |            |  |           |  |              |   |  |        |  
|Kentucky          |  | 2                 |  | 302,670    |                   | 0.7           | % |  | 94.7    | % |  | 2           |  | 302,670    |  | 0.9           | % |  | 97.5    | %
|Minnesota         |  | 2                 |  | 299,097    |                   | 0.6           | % |  | 97.3    | % |  |            |  |           |  |              |   |  |        |  
|Michigan          |  | 3                 |  | 282,408    |                   | 0.6           | % |  | 95.5    | % |  | 4           |  | 368,348    |  | 1.1           | % |  | 93.4    | %
|Alabama           |  | 3                 |  | 267,689    |                   | 0.6           | % |  | 84.8    | % |  | 4           |  | 324,044    |  | 1.0           | % |  | 86.7    | %
|Indiana           |  | 3                 |  | 229,619    |                   | 0.5           | % |  | 84.3    | % |  | 1           |  | 90,340     |  | 0.3           | % |  | 69.2    | %
|Connecticut       |  | 1                 |  | 167,230    |                   | 0.4           | % |  | 100.0   | % |  |            |  |           |  |              |   |  |        |  
|New Jersey        |  | 2                 |  | 156,482    |                   | 0.3           | % |  | 97.8    | % |  |            |  |           |  |              |   |  |        |  
|New Hampshire     |  | 2                 |  | 112,752    |                   | 0.2           | % |  | 67.8    | % |  | 2           |  | 138,488    |  | 0.4           | % |  | 50.0    | %
|Nevada            |  | 1                 |  | 93,516     |                   | 0.2           | % |  | 73.6    | % |  | 1           |  | 118,495    |  | 0.4           | % |  | 45.5    | %
|Dist. of Columbia |  | 1                 |  | 16,834     |                   |              |   |  | 100.0   | % |  |            |  |           |  |              |   |  |        |  
|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total             |  | 393               |  | 46,243,139 |                   | 100.0         | % |  | 91.3    | % |  | 291         |  | 33,815,970 |  | 100.0         | % |  | 92.7    | %
|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  



10



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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 (excludes properties owned by unconsolidated joint ventures):



|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|-------------- |  | ----------------- |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | ---------- |  | ------------- | - |  | ------- | -
|               |  | December 31, 2005 |  |            | December 31, 2004 |              
|Location       |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California     |  | 45                |  | 5,319,464  |                   | 21.8          | % |  | 91.2    | % |  | 44          |  | 5,479,470  |  | 22.3          | % |  | 90.5    | %
|Florida        |  | 35                |  | 4,185,221  |                   | 17.2          | % |  | 95.6    | % |  | 38          |  | 4,684,299  |  | 19.1          | % |  | 94.6    | %
|Texas          |  | 30                |  | 3,890,913  |                   | 16.0          | % |  | 81.6    | % |  | 29          |  | 3,652,338  |  | 14.9          | % |  | 88.8    | %
|Ohio           |  | 15                |  | 1,936,337  |                   | 7.9           | % |  | 81.5    | % |  | 13          |  | 1,767,110  |  | 7.2           | % |  | 87.1    | %
|Georgia        |  | 16                |  | 1,410,412  |                   | 5.8           | % |  | 93.7    | % |  | 17          |  | 1,656,297  |  | 6.8           | % |  | 96.1    | %
|Colorado       |  | 14                |  | 1,321,080  |                   | 5.4           | % |  | 73.4    | % |  | 11          |  | 1,093,403  |  | 4.4           | % |  | 97.6    | %
|Virginia       |  | 9                 |  | 973,744    |                   | 4.0           | % |  | 93.5    | % |  | 8           |  | 925,491    |  | 3.8           | % |  | 86.4    | %
|North Carolina |  | 9                 |  | 970,506    |                   | 4.0           | % |  | 96.6    | % |  | 9           |  | 970,508    |  | 3.9           | % |  | 97.5    | %
|Washington     |  | 7                 |  | 717,319    |                   | 2.9           | % |  | 89.4    | % |  | 9           |  | 747,440    |  | 3.0           | % |  | 97.3    | %
|Tennessee      |  | 6                 |  | 624,450    |                   | 2.6           | % |  | 97.4    | % |  | 6           |  | 633,034    |  | 2.6           | % |  | 67.4    | %
|Pennsylvania   |  | 3                 |  | 573,410    |                   | 2.3           | % |  | 37.0    | % |  | 2           |  | 225,697    |  | 0.9           | % |  | 100.0   | %
|Oregon         |  | 5                 |  | 500,059    |                   | 2.0           | % |  | 97.4    | % |  | 6           |  | 574,458    |  | 2.3           | % |  | 96.1    | %
|Illinois       |  | 3                 |  | 415,011    |                   | 1.7           | % |  | 95.6    | % |  | 3           |  | 415,011    |  | 1.7           | % |  | 97.4    | %
|Arizona        |  | 3                 |  | 388,440    |                   | 1.6           | % |  | 99.3    | % |  | 4           |  | 480,839    |  | 2.0           | % |  | 91.6    | %
|Michigan       |  | 3                 |  | 282,408    |                   | 1.1           | % |  | 95.5    | % |  | 4           |  | 368,348    |  | 1.5           | % |  | 93.4    | %
|Delaware       |  | 2                 |  | 240,418    |                   | 1.0           | % |  | 97.8    | % |  | 2           |  | 240,418    |  | 1.0           | % |  | 99.9    | %
|South Carolina |  | 2                 |  | 140,900    |                   | 0.6           | % |  | 91.2    | % |  | 2           |  | 140,982    |  | 0.6           | % |  | 85.7    | %
|Maryland       |  | 1                 |  | 121,050    |                   | 0.5           | % |  | 49.6    | % |  |            |  |           |  |              |   |  |        |  
|New Hampshire  |  | 2                 |  | 112,752    |                   | 0.5           | % |  | 67.8    | % |  | 2           |  | 138,488    |  | 0.6           | % |  | 50.0    | %
|Nevada         |  | 1                 |  | 93,516     |                   | 0.4           | % |  | 73.6    | % |  | 1           |  | 118,495    |  | 0.5           | % |  | 45.5    | %
|Indiana        |  | 1                 |  | 90,735     |                   | 0.4           | % |  | 72.2    | % |  | 1           |  | 90,340     |  | 0.4           | % |  | 69.2    | %
|Alabama        |  | 1                 |  | 74,131     |                   | 0.3           | % |  | 96.8    | % |  | 2           |  | 130,486    |  | 0.5           | % |  | 97.3    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total          |  | 213               |  | 24,382,276 |                   | 100.0         | % |  | 88.0    | % |  | 213         |  | 24,532,952 |  | 100.0         | % |  | 91.2    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  

The Consolidated Properties are encumbered by notes payable of $250.6 million.



11



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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 Unconsolidated Properties (only properties owned by unconsolidated joint ventures):



|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  
|----------------- |  | ----------------- |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | --------- |  | ------------- | - |  | ------- | -
|                  |  | December 31, 2005 |  |            | December 31, 2004 |              
|Location          |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA       |  | % of TotalGLA |   |  | %Leased |  
|California        |  | 25                |  | 3,536,174  |                   | 16.2          | % |  | 96.5    | % |  | 7           |  | 1,048,332 |  | 11.3          | % |  | 99.1    | %
|Virginia          |  | 22                |  | 2,654,988  |                   | 12.2          | % |  | 95.6    | % |  | 4           |  | 562,833   |  | 6.1           | % |  | 98.9    | %
|Maryland          |  | 20                |  | 2,314,733  |                   | 10.6          | % |  | 95.9    | % |  | 2           |  | 326,638   |  | 3.5           | % |  | 93.9    | %
|Illinois          |  | 14                |  | 1,995,167  |                   | 9.1           | % |  | 95.9    | % |  | 6           |  | 776,413   |  | 8.4           | % |  | 98.3    | %
|Florida           |  | 16                |  | 1,727,773  |                   | 7.9           | % |  | 91.7    | % |  | 12          |  | 1,286,599 |  | 13.8          | % |  | 96.1    | %
|Georgia           |  | 17                |  | 1,440,250  |                   | 6.6           | % |  | 97.0    | % |  | 19          |  | 1,727,198 |  | 18.6          | % |  | 98.6    | %
|Colorado          |  | 8                 |  | 1,186,554  |                   | 5.4           | % |  | 96.3    | % |  | 4           |  | 545,652   |  | 5.9           | % |  | 98.7    | %
|North Carolina    |  | 6                 |  | 1,144,161  |                   | 5.2           | % |  | 87.6    | % |  | 4           |  | 919,936   |  | 9.9           | % |  | 90.7    | %
|Texas             |  | 8                 |  | 1,138,677  |                   | 5.2           | % |  | 95.4    | % |  | 3           |  | 316,602   |  | 3.4           | % |  | 94.6    | %
|Pennsylvania      |  | 10                |  | 1,091,595  |                   | 5.0           | % |  | 95.5    | % |  |            |  |          |  |              |   |  |        |  
|Washington        |  | 5                 |  | 617,018    |                   | 2.8           | % |  | 98.4    | % |  | 2           |  | 351,312   |  | 3.8           | % |  | 98.1    | %
|Delaware          |  | 3                 |  | 414,269    |                   | 1.9           | % |  | 85.9    | % |  |            |  |          |  |              |   |  |        |  
|South Carolina    |  | 6                 |  | 381,127    |                   | 1.7           | % |  | 97.9    | % |  | 6           |  | 381,127   |  | 4.1           | % |  | 99.3    | %
|Wisconsin         |  | 3                 |  | 372,382    |                   | 1.7           | % |  | 94.4    | % |  |            |  |          |  |              |   |  |        |  
|Oregon            |  | 3                 |  | 354,670    |                   | 1.6           | % |  | 96.6    | % |  | 2           |  | 263,598   |  | 2.8           | % |  | 94.3    | %
|Kentucky          |  | 2                 |  | 302,670    |                   | 1.4           | % |  | 94.7    | % |  | 2           |  | 302,670   |  | 3.3           | % |  | 97.5    | %
|Minnesota         |  | 2                 |  | 299,097    |                   | 1.4           | % |  | 97.3    | % |  |            |  |          |  |              |   |  |        |  
|Alabama           |  | 2                 |  | 193,558    |                   | 0.9           | % |  | 80.2    | % |  | 2           |  | 193,558   |  | 2.1           | % |  | 79.6    | %
|Connecticut       |  | 1                 |  | 167,230    |                   | 0.8           | % |  | 100.0   | % |  |            |  |          |  |              |   |  |        |  
|New Jersey        |  | 2                 |  | 156,482    |                   | 0.7           | % |  | 97.8    | % |  |            |  |          |  |              |   |  |        |  
|Indiana           |  | 2                 |  | 138,884    |                   | 0.6           | % |  | 92.2    | % |  |            |  |          |  |              |   |  |        |  
|Ohio              |  | 1                 |  | 108,923    |                   | 0.5           | % |  | 97.6    | % |  | 1           |  | 108,903   |  | 1.2           | % |  | 96.1    | %
|Arizona           |  | 1                 |  | 107,647    |                   | 0.5           | % |  | 100.0   | % |  | 1           |  | 107,647   |  | 1.1           | % |  | 100.0   | %
|Dist. of Columbia |  | 1                 |  | 16,834     |                   | 0.1           | % |  | 100.0   | % |  |            |  |          |  |              |   |  |        |  
|Tennessee         |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 64,000    |  | 0.7           | % |  | 100.0   | %
|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  
|Total             |  | 180               |  | 21,860,863 |                   | 100.0         | % |  | 95.1    | % |  | 78          |  | 9,283,018 |  | 100.0         | % |  | 96.7    | %
|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  



12



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##### Table of Contents

##### Index to Financial Statements

Item 2. Properties (continued)

The following table summarizes the largest tenants occupying our shopping centers for Consolidated Properties plus RCLPs pro-rata share of Unconsolidated Properties as of December 31, 2005 based upon a
percentage of total annualized base rent exceeding .5%.



|                       |  |           |  |                                |  |      |            |                                  |       |                       |     |                       |  
|---------------------- |  | --------- |  | ------------------------------ |  | ---- | ---------- | -------------------------------- | ----- | --------------------- | --- | --------------------- | -
|Tenant                 |  | GLA       |  | Percent toPartnershipOwned GLA |  | Rent |            | Percentage ofAnnualizedBase Rent |       | Number ofLeasedStores |     | AnchorOwnedStores (a)
|Kroger                 |  | 2,875,637 |  | 9.2%                           |  | $    | 26,749,815 |                                  | 6.59% |                       | 62  |                       | 5
|Safeway                |  | 1,922,085 |  | 6.2%                           |  |      | 17,682,085 |                                  | 4.35% |                       | 64  |                       | 7
|Publix                 |  | 1,818,534 |  | 5.8%                           |  |      | 15,603,307 |                                  | 3.84% |                       | 61  |                       | 
|Blockbuster            |  | 382,213   |  | 1.2%                           |  |      | 7,832,305  |                                  | 1.93% |                       | 96  |                       | 
|Albertsons             |  | 837,485   |  | 2.7%                           |  |      | 7,739,750  |                                  | 1.91% |                       | 24  |                       | 7
|H.E.B.                 |  | 380,228   |  | 1.2%                           |  |      | 4,497,612  |                                  | 1.11% |                       | 5   |                       | 
|SuperValu              |  | 385,422   |  | 1.2%                           |  |      | 4,215,096  |                                  | 1.04% |                       | 14  |                       | 
|Harris Teeter          |  | 322,607   |  | 1.0%                           |  |      | 3,835,686  |                                  | 0.94% |                       | 8   |                       | 
|Walgreens              |  | 220,732   |  | 0.7%                           |  |      | 3,367,829  |                                  | 0.83% |                       | 21  |                       | 
|Washington Mutual Bank |  | 111,413   |  | 0.4%                           |  |      | 3,084,840  |                                  | 0.76% |                       | 44  |                       | 
|TJX Companies          |  | 331,407   |  | 1.1%                           |  |      | 3,002,641  |                                  | 0.74% |                       | 21  |                       | 1
|CVS                    |  | 210,886   |  | 0.7%                           |  |      | 2,998,764  |                                  | 0.74% |                       | 33  |                       | 
|Whole Foods            |  | 83,169    |  | 0.3%                           |  |      | 2,958,883  |                                  | 0.73% |                       | 4   |                       | 
|Stater Brothers        |  | 185,312   |  | 0.6%                           |  |      | 2,836,896  |                                  | 0.70% |                       | 5   |                       | 
|Hallmark               |  | 179,090   |  | 0.6%                           |  |      | 2,833,952  |                                  | 0.70% |                       | 65  |                       | 
|Sears / K-Mart         |  | 464,818   |  | 1.5%                           |  |      | 2,767,510  |                                  | 0.68% |                       | 21  |                       | 1
|Starbucks              |  | 91,801    |  | 0.3%                           |  |      | 2,715,797  |                                  | 0.67% |                       | 80  |                       | 
|Rite Aid               |  | 191,218   |  | 0.6%                           |  |      | 2,549,893  |                                  | 0.63% |                       | 23  |                       | 
|Petco                  |  | 151,065   |  | 0.5%                           |  |      | 2,539,356  |                                  | 0.63% |                       | 17  |                       | 
|Movie Gallery          |  | 118,838   |  | 0.4%                           |  |      | 2,515,149  |                                  | 0.62% |                       | 33  |                       | 
|The UPS Store          |  | 108,482   |  | 0.3%                           |  |      | 2,422,456  |                                  | 0.60% |                       | 112 |                       | 
|Subway                 |  | 93,959    |  | 0.3%                           |  |      | 2,390,410  |                                  | 0.59% |                       | 109 |                       | 
|Longs Drug            |  | 230,338   |  | 0.7%                           |  |      | 2,323,740  |                                  | 0.57% |                       | 15  |                       | 
|Bank of America        |  | 62,076    |  | 0.2%                           |  |      | 2,076,947  |                                  | 0.51% |                       | 31  |                       | 
|Kohls                 |  | 266,566   |  | 0.9%                           |  |      | 2,044,616  |                                  | 0.50% |                       | 3   |                       | 3

(a) Stores owned by anchor tenant that are attached to our centers.

RCLP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.



13



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##### 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 ofTotalPartnershipGLA (2) |   |  | Minimum Rent Expiring
Leases(3) |             | Percent ofTotalMinimumRent (3) |     
|(1)                   |  | 418,428         |  | 1.6                               | % |  | $                               | 6,685,153   |                                | 1.7  | %
|2006                  |  | 2,215,825       |  | 8.4                               | % |  |                                 | 34,855,461  |                                | 9.1  | %
|2007                  |  | 2,962,433       |  | 11.2                              | % |  |                                 | 49,073,388  |                                | 12.8 | %
|2008                  |  | 2,863,105       |  | 10.8                              | % |  |                                 | 46,759,667  |                                | 12.2 | %
|2009                  |  | 2,813,289       |  | 10.7                              | % |  |                                 | 47,780,504  |                                | 12.4 | %
|2010                  |  | 2,594,145       |  | 9.8                               | % |  |                                 | 44,269,363  |                                | 11.5 | %
|2011                  |  | 1,646,081       |  | 6.2                               | % |  |                                 | 22,540,169  |                                | 5.9  | %
|2012                  |  | 1,129,697       |  | 4.3                               | % |  |                                 | 15,831,158  |                                | 4.1  | %
|2013                  |  | 835,792         |  | 3.2                               | % |  |                                 | 12,441,293  |                                | 3.2  | %
|2014                  |  | 809,587         |  | 3.1                               | % |  |                                 | 11,425,110  |                                | 3.0  | %
|2015                  |  | 701,941         |  | 2.7                               | % |  |                                 | 11,065,967  |                                | 2.9  | %
|                      |  |                 |  |                                   |   |  |                                 |             |                                |      |  
|10 Year Total         |  | 18,990,323      |  | 72.0                              | % |  | $                               | 302,727,233 |                                | 78.8 | %
|                      |  |                 |  |                                   |   |  |                                 |             |                                |      |  

---

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

|(2) | represents GLA for Consolidated Properties plus RCLPs pro-rata share of Unconsolidated Properties
|--- | --------------------------------------------------------------------------------------------------

|(3) | total minimum rent includes current minimum rent and future contractual rent steps for the Consolidated properties plus RCLPs pro-rata share from Unconsolidated Properties,
but excludes additional rent such as percentage rent, common area maintenance, real estate taxes and insurance reimbursements
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See the following Combined Basis property table and also see Item 7, Managements Discussion and Analysis for further information about RCLPs properties.



14



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##### Table of Contents

##### Index to Financial Statements

|                                        |  |              |  |                     |  |                         |  |                   |   |  |                   |  |                                                                                                                                          
|--------------------------------------- |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- | - |  | ----------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|Property Name                           |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(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                |  | 240,133                 |  | 88.1              | % |  | Ralphs           |  | Metropolis Funiture, Griffin Ace Hardware, JimbosNaturally!, Sav-On Drugs, Cost Plus, Bed Bath & Beyond, LA Fitness                    
|Amerige Heights Town Center (5)         |  | 2000         |  | 2000                |  | 96,679                  |  | 100.0             | % |  | Albertsons       |  | Target (4)                                                                                                                               
|Bear Creek Phase II (3)                 |  | 2005         |  | 2005                |  | 24,175                  |  | 57.9              | % |  |                  |  |                                                                                                                                         
|Bear Creek Village Center (5)           |  | 2003         |  | 2004                |  | 75,220                  |  | 100.0             | % |  | Stater Bros.      |  |                                                                                                                                         
|Brea Marketplace (5)                    |  | 2005         |  | 1987                |  | 298,311                 |  | 83.0              | % |  |                  |  | 24 Hour Fitness, Circuit City, Big 5 Sporting Goods, Toys R Us, Beverages & More, Childtime Childcare, Crown Books Liquidation Center
|Campus Marketplace (5)                  |  | 2000         |  | 2000                |  | 144,288                 |  | 99.2              | % |  | Ralphs           |  | Longs Drug, Discovery Isle Child Development Center                                                                                     
|Costa Verde                             |  | 1999         |  | 1988                |  | 178,622                 |  | 100.0             | % |  | Albertsons       |  | Bookstar, The Boxing Club                                                                                                                
|El Camino                               |  | 1999         |  | 1995                |  | 135,884                 |  | 100.0             | % |  | Vons Food & Drug |  | Sav-On Drugs                                                                                                                             
|El Norte Pkwy Plaza                     |  | 1999         |  | 1984                |  | 87,990                  |  | 100.0             | % |  | Vons Food & Drug |  | Longs Drug                                                                                                                              
|Falcon Ridge                            |  | 2003         |  | 2004                |  | 235,654                 |  | 76.8              | % |  | Stater Bros.      |  | Target (4), Sports Authority, Ross Dress for Less, Linens-N-Things, Michaels, Pier 1 Imports                                            
|Falcon Ridge Town Center Phase II (3)   |  | 2005         |  | 2005                |  | 66,864                  |  | 62.3              | % |  |                  |  | 24 Hour Fitness, Sav On                                                                                                                  
|Five Points Shopping Center (5)         |  | 2005         |  | 1960                |  | 144,553                 |  | 100.0             | % |  | Albertsons       |  | Longs Drug, Ross Dress for Less, Big 5 Sporting Goods                                                                                   
|French Valley (3)                       |  | 2004         |  | 2004                |  | 104,248                 |  | 81.7              | % |  | Stater Bros.      |  |                                                                                                                                         
|Friars Mission                          |  | 1999         |  | 1989                |  | 146,898                 |  | 98.8              | % |  | Ralphs           |  | Longs Drug                                                                                                                              
|Garden Village Shopping Center (5)      |  | 2000         |  | 2000                |  | 112,767                 |  | 98.7              | % |  | Albertsons       |  | Rite Aid                                                                                                                                 
|Gelsons Westlake Market Plaza          |  | 2002         |  | 2002                |  | 84,975                  |  | 98.2              | % |  | Gelsons Markets  |  | John of Italy Salon & Spa                                                                                                                
|Granada Village (5)                     |  | 2005         |  | 1965                |  | 224,649                 |  | 93.6              | % |  | Ralphs           |  | Rite Aid, TJ Maxx, Stein Mart                                                                                                            
|Hasley Canyon Village                   |  | 2003         |  | 2003                |  | 65,801                  |  | 100.0             | % |  | Ralphs           |  |                                                                                                                                         
|Heritage Plaza                          |  | 1999         |  | 1981                |  | 231,602                 |  | 99.9              | % |  | Ralphs           |  | Sav-On Drugs, Hands On Bicycles, Inc., Total Woman, Irvine Ace Hardware                                                                  
|Laguna Niguel Plaza (5)                 |  | 2005         |  | 1985                |  | 42,124                  |  | 94.1              | % |  | Albertsons (4)   |  | Sav-On Drugs                                                                                                                             
|Lake Forest Village (5)                 |  | 2005         |  | 1979                |  | 119,741                 |  | 98.8              | % |  | Albertsons       |  | Sav-On Drugs, Environments for Learning                                                                                                  
|Morningside Plaza                       |  | 1999         |  | 1996                |  | 91,600                  |  | 99.8              | % |  | Stater Bros.      |  |                                                                                                                                         
|Navajo Shopping Center (5)              |  | 2005         |  | 1964                |  | 102,138                 |  | 100.0             | % |  | Albertsons       |  | Rite Aid, Kragen Auto Parts                                                                                                              
|Newland Center                          |  | 1999         |  | 1985                |  | 149,174                 |  | 100.0             | % |  | Albertsons       |  |                                                                                                                                         
|Oakbrook Plaza                          |  | 1999         |  | 1982                |  | 83,279                  |  | 100.0             | % |  | Albertsons       |  | Longs Drug (4)                                                                                                                          
|Park Plaza Shopping Center (5)          |  | 2001         |  | 1991                |  | 197,166                 |  | 97.5              | % |  | Vons Food & Drug |  | Sav-On Drugs, Petco, Ross Dress For Less, Office Depot                                                                                   
|Plaza Hermosa                           |  | 1999         |  | 1984                |  | 94,941                  |  | 100.0             | % |  | Vons Food & Drug |  | Sav-On Drugs                                                                                                                             
|Point Loma Plaza (5)                    |  | 2005         |  | 1987                |  | 213,195                 |  | 96.1              | % |  | Vons Food & Drug |  | Sport Chalet 5, 24 Hour Fitness, Jo-Ann Fabrics                                                                                          
|Rancho San Diego Village (5)            |  | 2005         |  | 1981                |  | 152,895                 |  | 100.0             | % |  | Vons Food & Drug |  | Longs Drug (4), 24 Hour Fitness                                                                                                         
|Rio Vista Town Center (3)               |  | 2005         |  | 2005                |  | 87,947                  |  | 49.9              | % |  | Stater Bros.      |  | CVS (4)                                                                                                                                  
|Rona Plaza                              |  | 1999         |  | 1989                |  | 51,754                  |  | 98.1              | % |  | Food 4 Less       |  |                                                                                                                                         
|Santa Ana Downtown                      |  | 1999         |  | 1987                |  | 100,305                 |  | 100.0             | % |  | Food 4 Less       |  | Famsa, Inc.                                                                                                                              
|Santa Maria Commons (3)                 |  | 2005         |  | 2005                |  | 117,482                 |  | 75.6              | % |  |                  |  | Kohls, Rite Aid                                                                                                                         
|Seal Beach (3) (5)                      |  | 2002         |  | 1966                |  | 90,863                  |  | 64.0              | % |  | Safeway           |  | Sav-On Drugs                                                                                                                             
|Soquel Canyon Crossings (3)             |  | 2005         |  | 2005                |  | 38,495                  |  | 57.9              | % |  |                  |  | Rite Aid                                                                                                                                 
|The Shops of Santa Barbara              |  | 2003         |  | 2004                |  | 51,568                  |  | 92.2              | % |  |                  |  | Circuit City                                                                                                                             
|The Shops of Santa Barbara Phase II (3) |  | 2004         |  | 2004                |  | 69,354                  |  | 87.3              | % |  | Whole Foods       |  |                                                                                                                                         
|The Vine at Castaic (3)                 |  | 2005         |  | 2005                |  | 34,775                  |  | 0.0               | % |  |                  |  |                                                                                                                                         
|Twin Oaks Shopping Center (5)           |  | 2005         |  | 1978                |  | 98,399                  |  | 100.0             | % |  | Ralphs           |  | Rite Aid                                                                                                                                 
|Twin Peaks                              |  | 1999         |  | 1988                |  | 198,139                 |  | 99.3              | % |  | Albertsons       |  | Target                                                                                                                                   
|Valencia Crossroads                     |  | 2002         |  | 2003                |  | 167,857                 |  | 100.0             | % |  | Whole Foods       |  | Kohls                                                                                                                                   
|Ventura Village                         |  | 1999         |  | 1984                |  | 76,070                  |  | 100.0             | % |  | Vons Food & Drug |  |                                                                                                                                         
|Vista Village Phase I                   |  | 2002         |  | 2003                |  | 129,009                 |  | 100.0             | % |  | Sprouts Markets  |  | Krikorian Theaters, Linens-N-Things, Lowes (4)                                                                                         
|Vista Village Phase II                  |  | 2002         |  | 2003                |  | 55,000                  |  | 100.0             | % |  |                  |  | Staples (4)                                                                                                                              
|Westlake Village Plaza and Center       |  | 1999         |  | 1975                |  | 190,519                 |  | 98.0              | % |  | Vons Food & Drug |  | Sav-On Drugs (4), Longs Drug, Total Woman                                                                                               
|Westridge                               |  | 2001         |  | 2003                |  | 92,287                  |  | 100.0             | % |  | Albertsons       |  | Beverages & More!                                                                                                                        
|Woodman Van Nuys                        |  | 1999         |  | 1992                |  | 107,614                 |  | 100.0             | % |  | Gigante           |  |                                                                                                                                         



15



---

##### Table of Contents

##### Index to Financial Statements

|                                                |  |              |  |                     |  |                         |  |                   |  |                           |  |                                                                                                  
|----------------------------------------------- |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- |  | ------------------------- |  | -------------------------------------------------------------------------------------------------
|Property Name                                   |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(GLA) |  | PercentLeased (2) |  | Grocery Anchor            |  | Drug Store & Other Anchors > 10,000 Sq Ft                                                        
|CALIFORNIA (continued)                          |  |              |  |                     |  |                         |  |                   |  |                           |  |                                                                                                  
|                                                |  |              |  |                     |  |                        
|San Francisco / Northern CA                     |  |              |  |                     |  |                         |  |                   |  |                           |  |                                                                                                  
|Alameda Bridgeside Shopping Center (3)          |  | 2003         |  | 2004                |  | 105,118                 |  | 72.8%             |  | Nob Hill                  |  |                                                                                                 
|Auburn Village (5)                              |  | 2005         |  | 1990                |  | 133,944                 |  | 100.0%            |  | Bel Air Market            |  | Goodwill Industries, Longs Drug(4)                                                              
|Bayhill Shopping Center (5)                     |  | 2005         |  | 1990                |  | 121,846                 |  | 100.0%            |  | Mollie Stones Market     |  | Longs Drug                                                                                      
|Blossom Valley                                  |  | 1999         |  | 1990                |  | 93,316                  |  | 100.0%            |  | Safeway                   |  | Longs Drug                                                                                      
|Clayton Valley (3)                              |  | 2003         |  | 2004                |  | 267,857                 |  | 64.4%             |  |                          |  | Yardbirds Home Center, Longs Drugs, Dollar Tree                                                 
|Clovis Commons (3)                              |  | 2004         |  | 2004                |  | 177,381                 |  | 66.9%             |  |                          |  | Super Target(4), Petsmart, TJ Maxx, Office Depot                                                 
|Corral Hollow (5)                               |  | 2000         |  | 2000                |  | 167,184                 |  | 100.0%            |  | Safeway                   |  | Longs Drug, Sears Orchard Supply & Hardware                                                     
|Diablo Plaza                                    |  | 1999         |  | 1982                |  | 63,214                  |  | 100.0%            |  | Safeway (4)               |  | Longs Drug (4), Jo-Ann Fabrics                                                                  
|El Cerrito Plaza (5)                            |  | 2000         |  | 2000                |  | 256,035                 |  | 98.0%             |  | Luckys (4), Trader Joes |  | Longs Drug (4), Bed, Bath & Beyond, Barnes & Noble, Copelands Sports, Petco, Ross Dress For Less
|Encina Grande                                   |  | 1999         |  | 1965                |  | 102,499                 |  | 100.0%            |  | Safeway                   |  | Walgreens                                                                                        
|Folsom Prairie City Crossing                    |  | 1999         |  | 1999                |  | 93,537                  |  | 100.0%            |  | Safeway                   |  |                                                                                                 
|Loehmanns Plaza California                      |  | 1999         |  | 1983                |  | 113,310                 |  | 100.0%            |  | Safeway (4)               |  | Longs Drug, Loehmanns                                                                          
|Mariposa Shopping Center (5)                    |  | 2005         |  | 1957                |  | 126,658                 |  | 100.0%            |  | Safeway                   |  | Longs Drug, Ross Dress for Less                                                                 
|Pleasant Hill Shopping Center (5)               |  | 2005         |  | 1970                |  | 233,679                 |  | 99.2%             |  |                          |  | Marshalls, Barnes & Noble, Toys R Us, Target                                                   
|Powell Street Plaza                             |  | 2001         |  | 1987                |  | 165,928                 |  | 100.0%            |  | Trader Joes              |  | Circuit City, Copeland Sports, Ethan Allen, Jo-Ann Fabrics, Ross Dress For Less                  
|San Leandro                                     |  | 1999         |  | 1982                |  | 50,432                  |  | 100.0%            |  | Safeway (4)               |  | Longs Drug (4)                                                                                  
|Sequoia Station                                 |  | 1999         |  | 1996                |  | 103,148                 |  | 100.0%            |  | Safeway (4)               |  | Longs Drug, Barnes & Noble, Old Navy, Warehouse Music                                           
|Silverado Plaza (5)                             |  | 2005         |  | 1974                |  | 84,916                  |  | 100.0%            |  | Nob Hill                  |  | Longs Drug                                                                                      
|Snell & Branham Plaza (5)                       |  | 2005         |  | 1988                |  | 99,349                  |  | 100.0%            |  | Safeway                   |  |                                                                                                 
|Stanford Ranch Village (5)                      |  | 2005         |  | 1991                |  | 89,874                  |  | 100.0%            |  | Bel Air Market            |  | Plum Pharmacy                                                                                    
|Strawflower Village                             |  | 1999         |  | 1985                |  | 78,827                  |  | 100.0%            |  | Safeway                   |  | Longs Drug (4)                                                                                  
|Tassajara Crossing                              |  | 1999         |  | 1990                |  | 146,188                 |  | 100.0%            |  | 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)                                                         
|Ygnacio Plaza (5)                               |  | 2005         |  | 1968                |  | 109,701                 |  | 100.0%            |  | Albertsons               |  | Rite Aid                                                                                         
|                                                |  |              |  |                     |  |                         |  |                   |  |                           |  |                                                                                                  
|Subtotal/Weighted Average (CA)                  |  |              |  |                     |  | 8,855,638               |  | 93.3%             |  |                           |  |                                                                                                  
|                                                |  |              |  |                     |  |                         |  |                   |  |                           |  |                                                                                                  
|FLORIDA                                         |  |              |  |                     |  |                         |  |                   |  |                           |  |                                                                                                  
|                                                |  |              |  |                     |  |                        
|Ft. Myers / Cape Coral                          |  |              |  |                     |  |                         |  |                   |  |                           |  |                                                                                                  
|Grande Oak                                      |  | 2000         |  | 2000                |  | 78,784                  |  | 100.0%            |  | Publix                    |  |                                                                                                 
|                                                |  |              |  |                     |  |                        
|Jacksonville / North Florida                    |  |              |  |                     |  |                         |  |                   |  |                           |  |                                                                                                  
|Anastasia Plaza (5)                             |  | 1993         |  | 1988                |  | 102,342                 |  | 98.8%             |  | Publix                    |  |                                                                                                 
|Carriage Gate                                   |  | 1994         |  | 1978                |  | 76,783                  |  | 97.7%             |  |                          |  | Leon County Tax Collector, TJ Maxx                                                               
|Courtyard Shopping Center                       |  | 1993         |  | 1987                |  | 137,256                 |  | 100.0%            |  | Albertsons (4)           |  | Target                                                                                           
|Fleming Island                                  |  | 1998         |  | 2000                |  | 136,662                 |  | 95.8%             |  | Publix                    |  | Stein Mart, Target (4)                                                                           
|Highland Square (5)                             |  | 1998         |  | 1999                |  | 262,194                 |  | 77.6%             |  | Publix                    |  | CVS, Baileys Powerhouse Gym, Bealls Outlet, Big Lots                                           
|Johns Creek Shopping Center                    |  | 2003         |  | 2004                |  | 89,921                  |  | 98.4%             |  | Publix                    |  | Walgreens                                                                                        
|Julington Village (5)                           |  | 1999         |  | 1999                |  | 81,820                  |  | 100.0%            |  | Publix                    |  | CVS (4)                                                                                          
|Millhopper                                      |  | 1993         |  | 1974                |  | 84,065                  |  | 100.0%            |  | Publix                    |  | CVS, Jo-Ann Fabrics                                                                              
|Newberry Square                                 |  | 1994         |  | 1986                |  | 180,524                 |  | 94.8%             |  | Publix                    |  | Jo-Ann Fabrics, K-Mart                                                                           
|Ocala Corners (5)                               |  | 2000         |  | 2000                |  | 86,772                  |  | 94.5%             |  | 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                 |  | 97.8%             |  | Publix                    |  | CVS, Bealls                                                                                      
|Pine Tree Plaza                                 |  | 1997         |  | 1999                |  | 63,387                  |  | 100.0%            |  | Publix                    |  |                                                                                                 
|Plantation Plaza (5)                            |  | 2004         |  | 2004                |  | 65,148                  |  | 93.6%             |  | Publix                    |  |                                                                                                 
|Plantation Plaza Phase II (3) (5)               |  | 2004         |  | 2004                |  | 12,600                  |  | 88.9%             |  |                          |  |                                                                                                 
|Regency Court                                   |  | 1997         |  | 1992                |  | 218,649                 |  | 98.5%             |  |                          |  | Sports Authority, Comp USA, Office Depot, Recreational Factory Warehouse, Sofa Express           
|Starke                                          |  | 2000         |  | 2000                |  | 12,739                  |  | 100.0%            |  |                          |  | CVS                                                                                              
|The Shoppes at Bartram Park (5)                 |  | 2005         |  | 2004                |  | 104,617                 |  | 82.5%             |  | Publix                    |  |                                                                                                 
|The Shoppes at Bartram Park - Phase II (3) (5)  |  | 2005         |  | 2005                |  | 28,310                  |  | 33.8%             |  |                          |  |                                                                                                 
|The Shoppes at Bartram Park - Phase III (3) (5) |  | 2005         |  | 2005                |  | 12,002                  |  | 0.0%              |  |                          |  |                                                                                                 
|The Shops at Johns Creek (3)                   |  | 2003         |  | 2004                |  | 15,490                  |  | 35.0%             |  |                          |  |                                                                                                 
|Vineyard Shopping Center                        |  | 2001         |  | 2002                |  | 62,821                  |  | 88.3%             |  | Publix                    |  |                                                                                                 



16



---

##### Table of Contents

##### Index to Financial Statements

|                                    |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|----------------------------------- |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- | - |  | ---------------- |  | -------------------------------------------------------------------------------------------------------------------------------------
|Property Name                       |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(GLA) |  | PercentLeased (2) |   |  | Grocery Anchor   |  | Drug Store & Other Anchors >10,000 Sq
Ft                                                                                             
|FLORIDA (continued)                 |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|                                    |  |              |  |                     |  |                        
|Miami / Fort Lauderdale             |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|Aventura Shopping Center            |  | 1994         |  | 1974                |  | 102,876                 |  | 89.5              | % |  | Publix           |  | CVS                                                                                                                                  
|Berkshire Commons                   |  | 1994         |  | 1992                |  | 106,354                 |  | 100.0             | % |  | Publix           |  | Walgreens                                                                                                                            
|Five Points Plaza (5)               |  | 2005         |  | 2001                |  | 44,647                  |  | 89.9              | % |  | Publix           |  |                                                                                                                                     
|Garden Square                       |  | 1997         |  | 1991                |  | 90,258                  |  | 100.0             | % |  | Publix           |  | CVS                                                                                                                                  
|Palm Trails Plaza                   |  | 1997         |  | 1998                |  | 76,067                  |  | 100.0             | % |  | Winn-Dixie       |  |                                                                                                                                     
|Pebblebrook Plaza (5)               |  | 2000         |  | 2000                |  | 76,767                  |  | 100.0             | % |  | Publix           |  | Walgreens (4)                                                                                                                        
|Shoppes @ 104 (5)                   |  | 1998         |  | 1990                |  | 108,192                 |  | 96.1              | % |  | Winn-Dixie       |  | Navarro Discount Pharmacies                                                                                                          
|Welleby                             |  | 1996         |  | 1982                |  | 109,949                 |  | 99.5              | % |  | Publix           |  | Bealls                                                                                                                               
|                                    |  |              |  |                     |  |                        
|Tampa / Orlando                     |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|Beneva Village Shops                |  | 1998         |  | 1987                |  | 141,532                 |  | 98.6              | % |  | Publix           |  | Walgreens, Bealls, Harbor Freight Tools                                                                                              
|Bloomingdale                        |  | 1998         |  | 1987                |  | 267,736                 |  | 98.9              | % |  | Publix           |  | Ace Hardware, Bealls, Wal-Mart                                                                                                       
|East Towne Shopping Center          |  | 2002         |  | 2003                |  | 69,841                  |  | 97.1              | % |  | Publix           |  |                                                                                                                                     
|Kings Crossing Sun City (5)         |  | 1999         |  | 1999                |  | 75,020                  |  | 100.0             | % |  | Publix           |  |                                                                                                                                     
|Lynnhaven (5)                       |  | 2001         |  | 2001                |  | 63,871                  |  | 100.0             | % |  | Publix           |  |                                                                                                                                     
|Marketplace St Pete                 |  | 1995         |  | 1983                |  | 90,296                  |  | 98.2              | % |  | Publix           |  | Dollar Duck                                                                                                                          
|Peachland Promenade (5)             |  | 1995         |  | 1991                |  | 82,082                  |  | 100.0             | % |  | Publix           |  |                                                                                                                                     
|Regency Square Brandon              |  | 1993         |  | 1986                |  | 345,151                 |  | 100.0             | % |  |                 |  | AMC Theater, Dollar Tree, Marshalls, Michaels, S & K Famous Brands, Shoe Carnival, Staples, TJ Maxx, Petco, Best Buy (4), MacDil (4l)
|Regency Village (5)                 |  | 2000         |  | 2002                |  | 83,170                  |  | 94.2              | % |  | Publix           |  | Walgreens (4)                                                                                                                        
|Town Square                         |  | 1997         |  | 1999                |  | 44,380                  |  | 100.0             | % |  |                 |  | Petco, Pier 1 Imports                                                                                                                
|University Collection               |  | 1996         |  | 1984                |  | 106,899                 |  | 93.6              | % |  | Kash N Karry (4) |  | CVS, Dockside Imports, Jo-Ann Fabrics. Staples (4)                                                                                   
|Village Center 6                    |  | 1995         |  | 1993                |  | 181,110                 |  | 96.4              | % |  | Publix           |  | Walgreens, Stein Mart                                                                                                                
|Willa Springs Shopping Center       |  | 2000         |  | 2000                |  | 89,930                  |  | 99.5              | % |  | Publix           |  |                                                                                                                                     
|                                    |  |              |  |                     |  |                        
|West Palm Beach / Treasure Cove     |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|Boynton Lakes Plaza                 |  | 1997         |  | 1993                |  | 130,924                 |  | 98.2              | % |  | Winn-Dixie       |  | World Gym                                                                                                                            
|Chasewood Plaza                     |  | 1993         |  | 1986                |  | 155,603                 |  | 99.6              | % |  | Publix           |  | Bealls, Books-A-Million                                                                                                              
|East Port Plaza                     |  | 1997         |  | 1991                |  | 235,842                 |  | 61.5              | % |  | Publix           |  | Walgreens                                                                                                                            
|Martin Downs Village Center         |  | 1993         |  | 1985                |  | 121,946                 |  | 99.6              | % |  |                 |  | Bealls, Coastal Care                                                                                                                 
|Martin Downs Village Shoppes        |  | 1993         |  | 1998                |  | 48,907                  |  | 100.0             | % |  |                 |  | Walgreens                                                                                                                            
|Ocean Breeze                        |  | 1993         |  | 1985                |  | 108,209                 |  | 85.3              | % |  | Publix           |  | Bealls Outlet, Coastal Care                                                                                                         
|Shops of San Marco (5)              |  | 2002         |  | 2002                |  | 96,408                  |  | 96.1              | % |  | Publix           |  | Walgreens                                                                                                                            
|Town Center at Martin Downs         |  | 1996         |  | 1996                |  | 64,546                  |  | 97.8              | % |  | Publix           |  |                                                                                                                                     
|Village Commons Shopping Center (5) |  | 2005         |  | 1986                |  | 169,053                 |  | 98.4              | % |  | Publix           |  | CVS                                                                                                                                  
|Wellington Town Square              |  | 1996         |  | 1982                |  | 107,325                 |  | 100.0             | % |  | Publix           |  | CVS                                                                                                                                  
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|Subtotal/Weighted Average (FL)      |  |              |  |                     |  | 5,912,994               |  | 94.5              | % |  |                  |  |                                                                                                                                      
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|TEXAS                               |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|                                    |  |              |  |                     |  |                        
|Austin                              |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|Hancock                             |  | 1999         |  | 1998                |  | 410,438                 |  | 98.1              | % |  | H.E.B.           |  | Sears, Old Navy, Petco, 24 Hour Fitness                                                                                              
|Market at Round Rock                |  | 1999         |  | 1987                |  | 123,046                 |  | 93.8              | % |  | Albertsons      |  |                                                                                                                                     
|North Hills                         |  | 1999         |  | 1995                |  | 144,019                 |  | 96.2              | % |  | H.E.B.           |  |                                                                                                                                     
|                                    |  |              |  |                     |  |                        
|Dallas / Ft. Worth                  |  |              |  |                     |  |                         |  |                   |   |  |                  |  |                                                                                                                                      
|Bethany Park Place                  |  | 1998         |  | 1998                |  | 74,066                  |  | 91.7              | % |  | Kroger           |  |                                                                                                                                     
|Casa Linda Plaza                    |  | 1999         |  | 1997                |  | 324,640                 |  | 81.5              | % |  | Albertsons      |  | Casa Linda Cafeteria, Dollar Tree, Petco, 24 Hour Fitness                                                                            
|Hebron Park (5)                     |  | 1999         |  | 1999                |  | 46,800                  |  | 91.0              | % |  | Albertsons (4)  |  |                                                                                                                                     
|Highland Village (3)                |  | 2005         |  | 2005                |  | 360,594                 |  | 7.5               | % |  |                 |  | AMC Theater, Barnes & Noble                                                                                                          
|Hillcrest Village                   |  | 1999         |  | 1991                |  | 14,530                  |  | 100.0             | % |  |                 |  |                                                                                                                                     
|Lebanon/Legacy Center               |  | 2000         |  | 2002                |  | 56,669                  |  | 87.9              | % |  | Albertsons (4)  |  |                                                                                                                                     
|Main Street Center                  |  | 2002         |  | 2002                |  | 42,832                  |  | 83.1              | % |  | Albertsons (4)  |  |                                                                                                                                     
|Market at Preston Forest            |  | 1999         |  | 1990                |  | 91,624                  |  | 100.0             | % |  | Tom Thumb        |  | Petco                                                                                                                                
|Mockingbird Common                  |  | 1999         |  | 1987                |  | 120,321                 |  | 89.6              | % |  | Tom Thumb        |  |                                                                                                                                     
|Preston Park                        |  | 1999         |  | 1985                |  | 273,396                 |  | 82.0              | % |  | Tom Thumb        |  | Gap, Williams Sonoma                                                                                                                 
|Prestonbrook                        |  | 1998         |  | 1998                |  | 91,274                  |  | 97.0              | % |  | Kroger           |  |                                                                                                                                     
|Prestonwood Park                    |  | 1999         |  | 1999                |  | 101,167                 |  | 71.5              | % |  | Albertsons (4)  |  |                                                                                                                                     
|Rockwall Town Center (3)            |  | 2002         |  | 2004                |  | 46,556                  |  | 13.2              | % |  | Kroger (4)       |  | Walgreens (4)                                                                                                                        
|Shiloh Springs                      |  | 1998         |  | 1998                |  | 110,040                 |  | 100.0             | % |  | Kroger           |  |                                                                                                                                     
|Signature Plaza                     |  | 2003         |  | 2004                |  | 32,416                  |  | 83.0              | % |  | Kroger (4)       |  |                                                                                                                                     
|Valley Ranch Centre                 |  | 1999         |  | 1997                |  | 117,187                 |  | 86.7              | % |  | Tom Thumb        |  |                                                                                                                                     
|Cooper Street                       |  | 1999         |  | 1992                |  | 133,196                 |  | 98.5              | % |  |                 |  | Home Depot (4), Office Max                                                                                                           
|Keller Town Center                  |  | 1999         |  | 1999                |  | 114,937                 |  | 95.3              | % |  | Tom Thumb        |  |                                                                                                                                     
|Trophy Club                         |  | 1999         |  | 1999                |  | 106,507                 |  | 85.6              | % |  | Tom Thumb        |  | Walgreens (4)                                                                                                                        



17



---

##### Table of Contents

##### Index to Financial Statements

|                                            |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                       
|------------------------------------------- |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- | - |  | ----------------------- |  | ------------------------------------------------------------------------------------------------------
|Property Name                               |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(GLA) |  | PercentLeased (2) |   |  | Grocery Anchor          |  | Drug Store & Other Anchors >10,000 Sq
Ft                                                              
|TEXAS (Continued)                           |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                       
|                                            |  |              |  |                     |  |                        
|Houston                                     |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                       
|Alden Bridge                                |  | 2002         |  | 1998                |  | 138,953                 |  | 96.8              | % |  | Kroger                  |  | Walgreens                                                                                             
|Atascocita Center                           |  | 2002         |  | 2003                |  | 31,500                  |  | 41.0              | % |  | Kroger (4)              |  |                                                                                                      
|Cochrans Crossing                          |  | 2002         |  | 1994                |  | 138,192                 |  | 97.1              | % |  | Kroger                  |  | CVS                                                                                                   
|First Colony Marketplace (5)                |  | 2005         |  | 1993                |  | 111,675                 |  | 97.3              | % |  | Randalls Food          |  | Sears                                                                                                 
|Fort Bend Center                            |  | 2000         |  | 2000                |  | 30,166                  |  | 83.6              | % |  | Kroger (4)              |  |                                                                                                      
|Indian Springs Center (5)                   |  | 2002         |  | 2003                |  | 136,625                 |  | 99.2              | % |  | H.E.B.                  |  |                                                                                                      
|Kleinwood Center                            |  | 2002         |  | 2003                |  | 155,463                 |  | 87.7              | % |  | H.E.B.                  |  | Walgreens (4)                                                                                         
|Kleinwood Center II (3)                     |  | 2005         |  | 2005                |  | 45,001                  |  | 100.0             | % |  |                        |  | LA Fitness                                                                                            
|Memorial Collection Shopping Center (5)     |  | 2005         |  | 1974                |  | 103,330                 |  | 100.0             | % |  | Randalls Food          |  | Walgreens                                                                                             
|Panther Creek                               |  | 2002         |  | 1994                |  | 165,560                 |  | 100.0             | % |  | Randalls Food          |  | CVS, Sears Paint & Hardware                                                                           
|South Shore (3)                             |  | 2005         |  | 2005                |  | 23,920                  |  | 0.0               | % |  | Kroger (4)              |  |                                                                                                      
|Spring West Center (3)                      |  | 2003         |  | 2004                |  | 144,060                 |  | 79.7              | % |  | H.E.B.                  |  |                                                                                                      
|Sterling Ridge                              |  | 2002         |  | 2000                |  | 128,643                 |  | 100.0             | % |  | Kroger                  |  | CVS                                                                                                   
|Sweetwater Plaza (5)                        |  | 2001         |  | 2000                |  | 134,045                 |  | 98.3              | % |  | Kroger                  |  | Walgreens                                                                                             
|Weslayan Plaza East (5)                     |  | 2005         |  | 1969                |  | 174,192                 |  | 100.0             | % |  |                        |  | Berings, Ross Dress for Less, Michaels, Linens-N-Things, Berings Warehouse, Chuck E Cheese, Next Level
|Weslayan Plaza West (5)                     |  | 2005         |  | 1969                |  | 185,069                 |  | 94.5              | % |  | Randalls Food          |  | Walgreens, Petco, Jo Anns                                                                            
|Westheimer Marketplace (5)                  |  | 2005         |  | 1993                |  | 135,936                 |  | 81.2              | % |  | Randalls Food          |  | Petsmart                                                                                              
|Woodway Collection (5)                      |  | 2005         |  | 1974                |  | 111,005                 |  | 94.5              | % |  | Randalls Food          |  | Eckerd                                                                                                
|                                            |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                       
|Subtotal/Weighted Average (TX)              |  |              |  |                     |  | 5,029,590               |  | 84.7              | % |  |                         |  |                                                                                                       
|                                            |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                       
|VIRGINIA                                    |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                       
|                                            |  |              |  |                     |  |                        
|Richmond                                    |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                       
|Gayton Crossing (5)                         |  | 2005         |  | 1983                |  | 156,916                 |  | 96.0              | % |  | Ukrops                 |  |                                                                                                      
|Glen Lea Centre (5)                         |  | 2005         |  | 1969                |  | 78,493                  |  | 54.3              | % |  |                        |  | Eckerd                                                                                                
|Hanover Village (5)                         |  | 2005         |  | 1971                |  | 96,146                  |  | 59.3              | % |  |                        |  | Rite Aid                                                                                              
|Laburnum Park Shopping Center (5)           |  | 2005         |  | 1977                |  | 64,992                  |  | 100.0             | % |  | Ukrops (4)             |  | Rite Aid                                                                                              
|Village Shopping Center (5)                 |  | 2005         |  | 1948                |  | 111,177                 |  | 95.7              | % |  | Ukrops                 |  | CVS                                                                                                   
|                                            |  |              |  |                     |  |                        
|Other Virginia                              |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                       
|601 King Street (5)                         |  | 2005         |  | 1980                |  | 8,349                   |  | 98.2              | % |  |                        |  |                                                                                                      
|Ashburn Farm Market Center                  |  | 2000         |  | 2000                |  | 91,905                  |  | 100.0             | % |  | Giant Food              |  |                                                                                                      
|Ashburn Farm Village Center (5)             |  | 2005         |  | 1996                |  | 88,917                  |  | 100.0             | % |  | Shoppers Food Warehouse |  |                                                                                                      
|Braemar Shopping Center (5)                 |  | 2004         |  | 2004                |  | 96,439                  |  | 100.0             | % |  | Safeway                 |  |                                                                                                      
|Brafferton Center (5)                       |  | 2005         |  | 1997                |  | 94,731                  |  | 97.9              | % |  | Giant Food (6)          |  |                                                                                                      
|Centre Ridge Marketplace (5)                |  | 2005         |  | 1996                |  | 104,154                 |  | 100.0             | % |  | Shoppers Food Warehouse |  | Sears                                                                                                 
|Cheshire Station                            |  | 2000         |  | 2000                |  | 97,156                  |  | 100.0             | % |  | Safeway                 |  | Petco                                                                                                 
|Festival at Manchester Lakes (5)            |  | 2005         |  | 1990                |  | 165,568                 |  | 91.0              | % |  | Shoppers Food Warehouse |  |                                                                                                      
|Fortuna                                     |  | 2004         |  | 2004                |  | 90,132                  |  | 100.0             | % |  | Shoppers Food Warehouse |  | Target (4), Rite Aid                                                                                  
|Fox Mill Shopping Center (5)                |  | 2005         |  | 1977                |  | 103,269                 |  | 100.0             | % |  | Giant Food              |  |                                                                                                      
|Greenbriar Town Center (5)                  |  | 2005         |  | 1972                |  | 345,935                 |  | 100.0             | % |  | Giant Food              |  | CVS, HMY Roomstore, Total Beverage, Ross Dress for Less, Marshalls, Petco                             
|Kamp Washington Shopping Center (5)         |  | 2005         |  | 1960                |  | 71,825                  |  | 88.6              | % |  |                        |  | Borders Books                                                                                         
|Kings Park Shopping Center (5)              |  | 2005         |  | 1966                |  | 77,202                  |  | 100.0             | % |  | Giant Food              |  | CVS                                                                                                   
|Saratoga Shopping Center (5)                |  | 2005         |  | 1977                |  | 101,587                 |  | 97.0              | % |  | Giant Food              |  |                                                                                                      
|Signal Hill                                 |  | 2003         |  | 2004                |  | 95,173                  |  | 100.0             | % |  | Shoppers Food Warehouse |  |                                                                                                      
|Somerset Crossing (5)                       |  | 2002         |  | 2002                |  | 104,128                 |  | 100.0             | % |  | Shoppers Food Warehouse |  |                                                                                                      
|Tall Oaks Village Center                    |  | 2002         |  | 1998                |  | 71,953                  |  | 98.6              | % |  | Giant Food              |  |                                                                                                      
|The Market at Opitz Crossing                |  | 2003         |  | 2003                |  | 149,810                 |  | 100.0             | % |  | Safeway                 |  | Boat U.S., USA Discounters                                                                            
|The Shops at County Center (3)              |  | 2005         |  | 2005                |  | 90,392                  |  | 65.9              | % |  | Harris Teeter           |  |                                                                                                      
|Town Center at Sterling Shopping Center (5) |  | 2005         |  | 1980                |  | 190,069                 |  | 100.0             | % |  | Giant Food              |  | Washington Sports Club, Party Depot                                                                   
|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                
|Willston Centre I (5)                       |  | 2005         |  | 1952                |  | 105,376                 |  | 99.5              | % |  |                        |  | CVS, Balleys Health Care                                                                              
|Willston Centre II (5)                      |  | 2005         |  | 1986                |  | 127,449                 |  | 100.0             | % |  | Safeway                 |  |                                                                                                      



18



---

##### Table of Contents

##### Index to Financial Statements

|                               |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|------------------------------ |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- | - |  | ----------------------- |  | ----------------------------------------------------------------------------------
|Property Name                  |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(GLA) |  | PercentLeased (2) |   |  | Grocery Anchor          |  | Drug Store & Other Anchors >10,000 Sq
Ft                                          
|VIRGINIA (continued)           |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|                               |  |              |  |                     |  |                        
|Other Virginia                 |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|Brookville Plaza (5)           |  | 1998         |  | 1991                |  | 63,665                  |  | 100.0             | % |  | Kroger                  |  |                                                                                  
|Hollymead Town Center          |  | 2003         |  | 2004                |  | 153,563                 |  | 86.7              | % |  | Harris Teeter           |  | Target (4), Petsmart                                                              
|Statler Square Phase I         |  | 1998         |  | 1996                |  | 133,660                 |  | 91.4              | % |  | Kroger                  |  | Staples                                                                           
|                               |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|Subtotal/Weighted Average (VA) |  |              |  |                     |  | 3,628,732               |  | 95.0              | % |  |                         |  |                                                                                   
|                               |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|GEORGIA                        |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|                               |  |              |  |                     |  |                        
|Atlanta                        |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|Ashford Place                  |  | 1997         |  | 1993                |  | 53,450                  |  | 100.0             | % |  |                        |  |                                                                                  
|Bethesda Walk (5)              |  | 2004         |  | 2003                |  | 68,271                  |  | 95.3              | % |  | Publix                  |  |                                                                                  
|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                  |  | 90.2              | % |  |                        |  | CVS                                                                               
|Buckhead Court                 |  | 1997         |  | 1984                |  | 58,130                  |  | 84.6              | % |  |                        |  |                                                                                  
|Buckhead Crossing (5)          |  | 2004         |  | 1989                |  | 221,874                 |  | 97.8              | % |  |                        |  | Office Depot, HomeGoods, Marshalls, Michaels, Hancock Fabrics, Ross Dress for Less
|Cambridge Square Shopping Ctr  |  | 1996         |  | 1979                |  | 71,475                  |  | 100.0             | % |  | Kroger                  |  |                                                                                  
|Chapel Hill (3)                |  | 2005         |  | 2005                |  | 55,400                  |  | 0.0               | % |  |                        |  | Kohls (4)                                                                        
|Cobb Center (5)                |  | 2004         |  | 1996                |  | 69,547                  |  | 100.0             | % |  | Publix                  |  | Richs Department Store (4)                                                       
|Coweta Crossing (5)            |  | 2004         |  | 1994                |  | 68,489                  |  | 98.1              | % |  | Publix                  |  |                                                                                  
|Cromwell Square                |  | 1997         |  | 1990                |  | 70,283                  |  | 96.4              | % |  |                        |  | CVS, Hancock Fabrics, Havertys-Antiques & Interiors of Sandy Springs             
|Delk Spectrum                  |  | 1998         |  | 1991                |  | 100,539                 |  | 100.0             | % |  | Publix                  |  |                                                                                  
|Dunwoody Hall                  |  | 1997         |  | 1986                |  | 89,351                  |  | 100.0             | % |  | Publix                  |  | Eckerd                                                                            
|Dunwoody Village               |  | 1997         |  | 1975                |  | 120,598                 |  | 96.7              | % |  | Fresh Market            |  | Walgreens, Dunwoody Prep                                                          
|Howell Mill Village (5)        |  | 2004         |  | 1984                |  | 97,990                  |  | 96.0              | % |  | Save Rite Grocery Store |  | Eckerd                                                                            
|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                 |  | 94.2              | % |  |                        |  | Loehmanns, Dance 101                                                             
|Northlake Promenade (5)        |  | 2004         |  | 1986                |  | 25,394                  |  | 84.6              | % |  |                        |  |                                                                                  
|Orchard Square (5)             |  | 1995         |  | 1987                |  | 93,222                  |  | 98.3              | % |  | Publix                  |  | Harbor Freight Tools, Remax Elite                                                 
|Paces Ferry Plaza              |  | 1997         |  | 1987                |  | 61,696                  |  | 93.5              | % |  |                        |  | Harry Norman Realtors                                                             
|Peachtree Parkway Plaza (5)    |  | 2004         |  | 2001                |  | 95,509                  |  | 92.6              | % |  |                        |  | Goodwill                                                                          
|Powers Ferry Kroger (5)        |  | 2004         |  | 1983                |  | 45,528                  |  | 100.0             | % |  | Kroger                  |  |                                                                                  
|Powers Ferry Square            |  | 1997         |  | 1987                |  | 97,708                  |  | 100.0             | % |  |                        |  | CVS, Pearl Arts & Crafts                                                          
|Powers Ferry Village           |  | 1997         |  | 1994                |  | 78,996                  |  | 99.9              | % |  | Publix                  |  | CVS, Mardi Gras                                                                   
|Rivermont Station              |  | 1997         |  | 1996                |  | 90,267                  |  | 100.0             | % |  | Kroger                  |  |                                                                                  
|Rose Creek (5)                 |  | 2004         |  | 1993                |  | 69,790                  |  | 96.7              | % |  | Publix                  |  |                                                                                  
|Roswell Crossing (5)           |  | 2004         |  | 1999                |  | 201,979                 |  | 95.4              | % |  |                        |  | PetsMart, Office Max, Pike Nursery, Party City, Walgreens, LA Fitness             
|Russell Ridge                  |  | 1994         |  | 1995                |  | 98,559                  |  | 96.6              | % |  | 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) |  |              |  |                     |  | 2,850,662               |  | 95.4              | % |  |                         |  |                                                                                   
|                               |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|COLORADO                       |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|                               |  |              |  |                     |  |                        
|Colorado Springs               |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                   
|Cheyenne Meadows (5)           |  | 1998         |  | 1998                |  | 89,893                  |  | 100.0             | % |  | King Soopers            |  |                                                                                  
|Falcon Marketplace (3)         |  | 2005         |  | 2005                |  | 20,840                  |  | 0.0               | % |  | Wal-Mart (4)            |  |                                                                                  
|Monument Jackson Creek         |  | 1998         |  | 1999                |  | 85,263                  |  | 100.0             | % |  | King Soopers            |  |                                                                                  
|Woodmen Plaza                  |  | 1998         |  | 1998                |  | 116,233                 |  | 90.8              | % |  | King Soopers            |  |                                                                                  



19



---

##### Table of Contents

##### Index to Financial Statements

|                                   |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        
|---------------------------------- |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- | - |  | ----------------------- |  | -------------------------------------------------------------------------------------------------------
|Property Name                      |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(GLA) |  | PercentLeased (2) |   |  | Grocery Anchor          |  | Drug Store & Other Anchors >10,000 Sq
Ft                                                               
|COLORADO (continued)               |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        
|                                   |  |              |  |                     |  |                        
|Denver                             |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        
|Applewood Shopping Center (5)      |  | 2005         |  | 1956                |  | 375,622                 |  | 96.7              | % |  | King Soopers            |  | Applejack Liquors, Petsmart, Wells Fargo Bank, Wal-Mart                                                
|Arapahoe Village (5)               |  | 2005         |  | 1957                |  | 159,237                 |  | 97.8              | % |  | Safeway                 |  | Jo-Ann Fabrics, Petco, Pier 1 Imports                                                                  
|Belleview Square                   |  | 2004         |  | 1978                |  | 117,085                 |  | 100.0             | % |  | King Soopers            |  |                                                                                                       
|Boulevard Center                   |  | 1999         |  | 1986                |  | 88,512                  |  | 94.8              | % |  | Safeway (4)             |  | One Hour Optical                                                                                       
|Buckley Square                     |  | 1999         |  | 1978                |  | 111,146                 |  | 97.7              | % |  | King Soopers            |  | True Value Hardware                                                                                    
|Centerplace of Greeley (5)         |  | 2002         |  | 2003                |  | 148,575                 |  | 97.0              | % |  | Safeway                 |  | Target (4), Ross Dress For Less, Famous Footwear                                                       
|Cherrywood Square (5)              |  | 2005         |  | 1978                |  | 86,161                  |  | 94.5              | % |  | King Soopers            |  |                                                                                                       
|Crossroads Commons (5)             |  | 2001         |  | 1986                |  | 144,288                 |  | 91.8              | % |  | Whole Foods             |  | Barnes & Noble, Mann Theatres, Bicycle Village                                                         
|Fort Collins Center (3)            |  | 2005         |  | 2005                |  | 99,359                  |  | 0.0               | % |  |                        |  | JC Penney                                                                                              
|Hilltop Village (5)                |  | 2002         |  | 2003                |  | 100,028                 |  | 93.2              | % |  | King Soopers            |  |                                                                                                       
|Leetsdale Marketplace              |  | 1999         |  | 1993                |  | 119,916                 |  | 92.7              | % |  | Safeway                 |  |                                                                                                       
|Littleton Square                   |  | 1999         |  | 1997                |  | 94,257                  |  | 100.0             | % |  | King Soopers            |  | Walgreens                                                                                              
|Lloyd King Center                  |  | 1998         |  | 1998                |  | 83,326                  |  | 100.0             | % |  | King Soopers            |  |                                                                                                       
|Longmont Center (3)                |  | 2005         |  | 2005                |  | 97,900                  |  | 0.0               | % |  |                        |  | JC Penney                                                                                              
|Loveland Shopping Center (3)       |  | 2005         |  | 2005                |  | 97,930                  |  | 0.0               | % |  |                        |  | Murdochs Ranch                                                                                        
|New Windsor Marketplace            |  | 2002         |  | 2003                |  | 95,877                  |  | 92.7              | % |  | King Soopers            |  |                                                                                                       
|Ralston Square Shopping Center (5) |  | 2005         |  | 1977                |  | 82,750                  |  | 100.0             | % |  | King Soopers            |  |                                                                                                       
|Stroh Ranch                        |  | 1998         |  | 1998                |  | 93,436                  |  | 98.5              | % |  | King Soopers            |  |                                                                                                       
|                                   |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        
|Subtotal/Weighted Average (CO)     |  |              |  |                     |  | 2,507,634               |  | 84.3              | % |  |                         |  |                                                                                                        
|                                   |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        
|MARYLAND                           |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        
|                                   |  |              |  |                     |  |                        
|Baltimore                          |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        
|Elkridge Corners (5)               |  | 2005         |  | 1990                |  | 73,529                  |  | 100.0             | % |  | Super Fresh             |  | Rite Aid                                                                                               
|Festival at Woodholme (5)          |  | 2005         |  | 1986                |  | 81,027                  |  | 93.3              | % |  | Trader Joes            |  |                                                                                                       
|Lee Airport (3)                    |  | 2005         |  | 2005                |  | 121,050                 |  | 49.6              | % |  | Giant Food              |  |                                                                                                       
|Northway Shopping Center (5)       |  | 2005         |  | 1987                |  | 98,016                  |  | 96.5              | % |  | Shoppers Food Warehouse |  | Goodwill Industries                                                                                    
|Parkville Shopping Center (5)      |  | 2005         |  | 1961                |  | 162,434                 |  | 99.6              | % |  | Super Fresh             |  | Rite Aid, Parkville Lanes, Castlewood Realty                                                           
|Southside Marketplace (5)          |  | 2005         |  | 1990                |  | 125,147                 |  | 100.0             | % |  | Shoppers Food Warehouse |  | Rite Aid                                                                                               
|Valley Centre (5)                  |  | 2005         |  | 1987                |  | 247,312                 |  | 96.4              | % |  |                        |  | TJ Maxx, Sony Theatres, Ross Dress for Less, Homegoods, Staples, Annie Sez                             
|                                   |  |              |  |                     |  |                        
|Other Maryland                     |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        
|Bowie Plaza (5)                    |  | 2005         |  | 1966                |  | 104,037                 |  | 99.2              | % |  | Giant Food              |  | CVS                                                                                                    
|Clinton Park (5)                   |  | 2003         |  | 2003                |  | 206,050                 |  | 97.6              | % |  | Giant Food              |  | Sears, GCO Carpet Outlet, Toys R Us (4)                                                              
|Clinton Square (5)                 |  | 2005         |  | 1979                |  | 18,961                  |  | 78.6              | % |  |                        |  |                                                                                                       
|Cloppers Mill Village (5)          |  | 2005         |  | 1995                |  | 137,035                 |  | 100.0             | % |  | Shoppers Food Warehouse |  | CVS                                                                                                    
|Firstfield Shopping Center (5)     |  | 2005         |  | 1978                |  | 22,328                  |  | 100.0             | % |  |                        |  |                                                                                                       
|Goshen Plaza (5)                   |  | 2005         |  | 1987                |  | 45,654                  |  | 100.0             | % |  |                        |  | CVS                                                                                                    
|King Farm Apartments (5)           |  | 2004         |  | 2001                |  | 64,775                  |  | 77.3              | % |  |                        |  |                                                                                                       
|King Farm Village Center (5)       |  | 2004         |  | 2001                |  | 120,326                 |  | 96.7              | % |  | Safeway                 |  |                                                                                                       
|Mitchellville Plaza (5)            |  | 2005         |  | 1991                |  | 156,124                 |  | 95.8              | % |  | Food Lion               |  |                                                                                                       
|Penn Station Shopping Center (5)   |  | 2005         |  | 1989                |  | 244,815                 |  | 93.3              | % |  | Safeway (4), Save-a-Lot |  | Citi Trends, Factory Card Outlet, New Horizons Child Development Center, National Wholesale Liquidators
|Rosecroft Shopping Center (5)      |  | 2005         |  | 1963                |  | 119,010                 |  | 82.0              | % |  | Food Lion (6)           |  | Day Care Center, Elite Restaurant                                                                      
|Takoma Park (5)                    |  | 2005         |  | 1960                |  | 108,168                 |  | 98.4              | % |  | Shoppers Food Warehouse |  |                                                                                                       
|Watkins Park Plaza (5)             |  | 2005         |  | 1985                |  | 113,443                 |  | 100.0             | % |  | Safeway                 |  | CVS                                                                                                    
|Woodmoor Shopping Center (5)       |  | 2005         |  | 1954                |  | 66,542                  |  | 95.7              | % |  |                        |  | CVS                                                                                                    
|                                   |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        
|Subtotal/Weighted Average (MD)     |  |              |  |                     |  | 2,435,783               |  | 93.6              | % |  |                         |  |                                                                                                        
|                                   |  |              |  |                     |  |                         |  |                   |   |  |                         |  |                                                                                                        



20



---

##### Table of Contents

##### Index to Financial Statements

|                                     |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|------------------------------------ |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- | - |  | --------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Property Name                        |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(GLA) |  | PercentLeased (2) |   |  | Grocery Anchor              |  | Drug Store & Other Anchors >10,000 Sq Ft                                                                                                                                                                                                      
|ILLINOIS                             |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|                                     |  |              |  |                     |  |                        
|Chicago                              |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|Baker Hill Center (5)                |  | 2004         |  | 1998                |  | 135,285                 |  | 97.1              | % |  | Dominicks                  |  |                                                                                                                                                                                                                                              
|Brentwood Commons (5)                |  | 2005         |  | 1962                |  | 125,585                 |  | 88.8              | % |  | Dominicks                  |  | Dollar Tree                                                                                                                                                                                                                                   
|Civic Center Plaza (5)               |  | 2005         |  | 1989                |  | 265,024                 |  | 96.5              | % |  | Dominicks (6)              |  | Petsmart, Murrays Discount Auto, Home Depot                                                                                                                                                                                                  
|Deer Grove Center (5)                |  | 2004         |  | 1996                |  | 214,168                 |  | 98.7              | % |  | Dominicks                  |  | Target (4), Linens-N-Things, Michaels, Petco, Factory Card Outlet, Dress Barn                                                                                                                                                                
|Deer Grove Phase II (3) (5)          |  | 2004         |  | 2004                |  | 25,188                  |  | 80.9              | % |  |                            |  | Staples                                                                                                                                                                                                                                       
|Frankfort Crossing Shpg Ctr          |  | 2003         |  | 1992                |  | 114,534                 |  | 96.4              | % |  | Jewel / OSCO                |  | Ace Hardware                                                                                                                                                                                                                                  
|Geneva Crossing (5)                  |  | 2004         |  | 1997                |  | 123,182                 |  | 100.0             | % |  | Dominicks                  |  | Johns Christian Stores                                                                                                                                                                                                                       
|Heritage PlazaChicago (5)           |  | 2005         |  | 2005                |  | 128,871                 |  | 97.5              | % |  | Jewel / OSCO                |  | Ace Hardware                                                                                                                                                                                                                                  
|Heritage Plaza Phase II (3) (5)      |  | 2005         |  | 2005                |  | 9,920                   |  | 0.0               | % |  |                            |  |                                                                                                                                                                                                                                              
|Hinsdale                             |  | 1998         |  | 1986                |  | 178,975                 |  | 100.0             | % |  | Dominicks                  |  | Ace Hardware, Murrays Party Time Supplies                                                                                                                                                                                                    
|Mallard Creek Shopping Center (5)    |  | 2005         |  | 1987                |  | 143,576                 |  | 96.9              | % |  | Dominicks                  |  |                                                                                                                                                                                                                                              
|McHenry Commons Shopping Center (5)  |  | 2005         |  | 1988                |  | 100,526                 |  | 94.1              | % |  | Dominicks                  |  |                                                                                                                                                                                                                                              
|Riverside Sq & Rivers Edge (5)      |  | 2005         |  | 1986                |  | 169,436                 |  | 99.3              | % |  | Dominicks                  |  | Ace Hardware, Party City                                                                                                                                                                                                                      
|Riverview Plaza (5)                  |  | 2005         |  | 1981                |  | 139,256                 |  | 100.0             | % |  | Dominicks                  |  | Walgreens, Toys R Us                                                                                                                                                                                                                        
|Shorewood Crossing (5)               |  | 2004         |  | 2001                |  | 87,705                  |  | 100.0             | % |  | Dominicks                  |  |                                                                                                                                                                                                                                              
|Stearns Crossing (5)                 |  | 2004         |  | 1999                |  | 96,613                  |  | 95.7              | % |  | Dominicks                  |  |                                                                                                                                                                                                                                              
|Stonebrook Plaza Shopping Center (5) |  | 2005         |  | 1984                |  | 95,825                  |  | 100.0             | % |  | Dominicks                  |  |                                                                                                                                                                                                                                              
|The Oaks Shopping Center (5)         |  | 2005         |  | 1983                |  | 135,007                 |  | 87.2              | % |  | Dominicks                  |  |                                                                                                                                                                                                                                              
|Westbrook Commons                    |  | 2001         |  | 1984                |  | 121,502                 |  | 88.4              | % |  | Dominicks                  |  |                                                                                                                                                                                                                                              
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|Subtotal/Weighted Average (IL)       |  |              |  |                     |  | 2,410,178               |  | 95.9              | % |  |                             |  |                                                                                                                                                                                                                                               
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|NORTH CAROLINA                       |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|                                     |  |              |  |                     |  |                        
|Charlotte                            |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|Carmel Commons                       |  | 1997         |  | 1979                |  | 132,651                 |  | 91.4              | % |  | Fresh Market                |  | Chuck E. Cheese, Party City, Eckerd                                                                                                                                                                                                           
|Jetton Village (5)                   |  | 2005         |  | 1998                |  | 70,097                  |  | 84.9              | % |  | Harris Teeter               |  |                                                                                                                                                                                                                                              
|Union Square Shopping Center         |  | 1996         |  | 1989                |  | 97,191                  |  | 91.3              | % |  | Harris Teeter               |  | Walgreens (4), Consolidated Theaters                                                                                                                                                                                                          
|                                     |  |              |  |                     |  |                        
|Greensboro                           |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|Kernersville Plaza                   |  | 1998         |  | 1997                |  | 72,590                  |  | 100.0             | % |  | Harris Teeter               |  |                                                                                                                                                                                                                                              
|                                     |  |              |  |                     |  |                        
|Raleigh / Durham                     |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|Bent Tree Plaza (5)                  |  | 1998         |  | 1994                |  | 79,503                  |  | 98.5              | % |  | Kroger                      |  |                                                                                                                                                                                                                                              
|Cameron Village (5)                  |  | 2004         |  | 1949                |  | 635,918                 |  | 89.8              | % |  | Harris Teeter, Fresh Market |  | Eckerd, Talbots, Wake County Public Library, Great Outdoor Provision Co., Blockbuster Video, York Properties, Carolina Antique Mall, The Junior League of Raleigh, K&W Cafeteria,
Johnson-Lambe Sporting Goods, Home Economics, Pier 1 Imports
|Fuquay Crossing (5)                  |  | 2004         |  | 2002                |  | 124,774                 |  | 98.7              | % |  | 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 (4)                                                                                                                                                        
|Glenwood Village                     |  | 1997         |  | 1983                |  | 42,864                  |  | 96.1              | % |  | Harris Teeter               |  |                                                                                                                                                                                                                                              
|Greystone Village (5)                |  | 2004         |  | 1986                |  | 85,665                  |  | 100.0             | % |  | Food Lion                   |  | Eckerd                                                                                                                                                                                                                                        
|Lake Pine Plaza                      |  | 1998         |  | 1997                |  | 87,691                  |  | 95.2              | % |  | Kroger                      |  |                                                                                                                                                                                                                                              
|Maynard Crossing                     |  | 1998         |  | 1997                |  | 122,782                 |  | 97.6              | % |  | Kroger                      |  |                                                                                                                                                                                                                                              
|Shoppes of Kildaire (5)              |  | 2005         |  | 1986                |  | 148,204                 |  | 57.0              | % |  |                            |  | Athletic Clubs Inc, Home Comfort Furniture                                                                                                                                                                                                    
|Southpoint Crossing                  |  | 1998         |  | 1998                |  | 103,128                 |  | 98.6              | % |  | Kroger                      |  |                                                                                                                                                                                                                                              
|Woodcroft Shopping Center            |  | 1996         |  | 1984                |  | 89,833                  |  | 100.0             | % |  | Food Lion                   |  | True Value Hardware                                                                                                                                                                                                                           
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|Subtotal/Weighted Average (NC)       |  |              |  |                     |  | 2,114,667               |  | 91.7              | % |  |                             |  |                                                                                                                                                                                                                                               
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|OHIO                                 |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|                                     |  |              |  |                     |  |                        
|Cincinnati                           |  |              |  |                     |  |                         |  |                   |   |  |                             |  |                                                                                                                                                                                                                                               
|Beckett Commons                      |  | 1998         |  | 1995                |  | 121,498                 |  | 100.0             | % |  | Kroger                      |  | Stein Mart                                                                                                                                                                                                                                    
|Cherry Grove                         |  | 1998         |  | 1997                |  | 195,497                 |  | 89.8              | % |  | Kroger                      |  | Hancock Fabrics, Shoe Carnival, TJ Maxx                                                                                                                                                                                                       
|Hyde Park                            |  | 1997         |  | 1995                |  | 397,893                 |  | 97.4              | % |  | Kroger, Biggs               |  | Walgreens, Jo-Ann Fabrics, Famous Footwear, Michaels, Staples                                                                                                                                                                                 
|Indian Springs Market Center (3)     |  | 2005         |  | 2005                |  | 52,606                  |  | 100.0             | % |  |                            |  | Kohls, Office Depot                                                                                                                                                                                                                          
|Regency Commons (3)                  |  | 2004         |  | 2004                |  | 30,770                  |  | 49.7              | % |  |                            |  |                                                                                                                                                                                                                                              
|Regency Milford Center (5)           |  | 2001         |  | 2001                |  | 108,923                 |  | 97.6              | % |  | Kroger                      |  | CVS (4)                                                                                                                                                                                                                                       
|Shoppes at Mason                     |  | 1998         |  | 1997                |  | 80,800                  |  | 100.0             | % |  | Kroger                      |  |                                                                                                                                                                                                                                              
|Westchester Plaza                    |  | 1998         |  | 1988                |  | 88,182                  |  | 98.4              | % |  | Kroger                      |  |                                                                                                                                                                                                                                              



21



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##### Table of Contents

##### Index to Financial Statements

|                                     |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|------------------------------------ |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- | - |  | -------------------- |  | ----------------------------------------------------------------------------------
|Property Name                        |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(GLA) |  | PercentLeased (2) |   |  | Grocery Anchor       |  | Drug Store & Other Anchors >10,000 Sq Ft                                          
|OHIO (continued)                     |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|                                     |  |              |  |                     |  |                        
|Columbus                             |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|East Pointe                          |  | 1998         |  | 1993                |  | 86,503                  |  | 100.0             | % |  | Kroger               |  |                                                                                  
|Kingsdale Shopping Center            |  | 1997         |  | 1999                |  | 266,878                 |  | 47.7              | % |  | Giant Eagle          |  |                                                                                  
|Kroger New Albany Center             |  | 1999         |  | 1999                |  | 91,722                  |  | 99.3              | % |  | Kroger               |  |                                                                                  
|Maxtown Road (Northgate)             |  | 1998         |  | 1996                |  | 85,100                  |  | 100.0             | % |  | Kroger               |  | Home Depo (4)                                                                     
|Park Place Shopping Center           |  | 1998         |  | 1988                |  | 106,834                 |  | 60.7              | % |  |                     |  | Big Lots                                                                          
|Windmiller Plaza Phase I             |  | 1998         |  | 1997                |  | 120,362                 |  | 96.5              | % |  | Kroger               |  | Sears Orchard                                                                     
|Worthington Park Centre              |  | 1998         |  | 1991                |  | 93,095                  |  | 92.7              | % |  | Kroger               |  | Dollar Tree                                                                       
|Other Ohio                           |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|Wadsworth Crossing (3)               |  | 2005         |  | 2005                |  | 118,597                 |  | 0.0               | % |  |                     |  | Bed, Bath & Beyond, TJ Maxx, Staples, Petco, Kohls (4), Lowes (4), Target (4)   
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|Subtotal/Weighted Average (OH)       |  |              |  |                     |  | 2,045,260               |  | 82.3              | % |  |                      |  |                                                                                   
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|PENNSYLVANIA                         |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|                                     |  |              |  |                     |  |                        
|Allentown / Bethlehem                |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|Allen Street Shopping Center (5)     |  | 2005         |  | 1958                |  | 46,420                  |  | 100.0             | % |  | Ahart Market         |  | Eckerd                                                                            
|Stefko Boulevard Shopping Center (5) |  | 2005         |  | 1976                |  | 133,824                 |  | 94.1              | % |  | Valley Farm Market   |  |                                                                                  
|                                     |  |              |  |                     |  |                        
|Harrisburg                           |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|Colonial Sq/ PA (5)                  |  | 2005         |  | 1955                |  | 28,640                  |  | 73.0              | % |  |                     |  | Minnichs Pharmacy                                                                
|Silver Spring Square (3)             |  | 2005         |  | 2005                |  | 347,713                 |  | 0.0               | % |  | Wegmans              |  | Target (4)                                                                        
|                                     |  |              |  |                     |  |                        
|Philadelphia                         |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|City Avenue Shopping Center (5)      |  | 2005         |  | 1960                |  | 154,533                 |  | 96.1              | % |  |                     |  | Ross Dress for Less, TJ Maxx, Sears                                               
|Gateway Shopping Center              |  | 2004         |  | 1960                |  | 219,697                 |  | 93.8              | % |  | Trader Joes         |  | Gateway Pharmacy, Staples, TJ Maxx, Famous Footwear, JoAnn Fabrics                
|Mayfair Shopping Center (5)          |  | 2005         |  | 1988                |  | 112,276                 |  | 97.5              | % |  | Shop N Bag          |  | Eckerd, Dollar Tree                                                               
|Mercer Square Shopping Center (5)    |  | 2005         |  | 1988                |  | 91,400                  |  | 100.0             | % |  | Genuardis           |  |                                                                                  
|Newtown Square Shopping Center (5)   |  | 2005         |  | 1970                |  | 146,893                 |  | 95.0              | % |  | Acme Markets         |  | Eckerd                                                                            
|Towamencin Village Square (5)        |  | 2005         |  | 1990                |  | 122,916                 |  | 100.0             | % |  | Genuardis           |  | Eckerd, Sears, Dollar Tree                                                        
|Warwick Square Shopping (5)          |  | 2005         |  | 1999                |  | 93,269                  |  | 96.1              | % |  | Genuardis           |  |                                                                                  
|                                     |  |              |  |                     |  |                        
|Other Pennsylvania                   |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|Kenhorst Plaza (5)                   |  | 2005         |  | 1990                |  | 161,424                 |  | 91.4              | % |  | Redners Market      |  | Rite Aid, Sears, US Post Office                                                   
|Hershey                              |  | 2000         |  | 2000                |  | 6,000                   |  | 100.0             | % |  |                     |  |                                                                                  
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|Subtotal/Weighted Average (PA)       |  |              |  |                     |  | 1,665,005               |  | 75.3              | % |  |                      |  |                                                                                   
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|WASHINGTON                           |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|                                     |  |              |  |                     |  |                        
|Portland                             |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|Orchard Market Center                |  | 2002         |  | 2004                |  | 51,959                  |  | 100.0             | % |  |                     |  | Jo-Ann Fabrics, Petco                                                             
|Orchards Phase II (3)                |  | 2005         |  | 2005                |  | 91,333                  |  | 22.9              | % |  |                     |  | Wallace Theaters, Office Depot                                                    
|                                     |  |              |  |                     |  |                        
|Seattle                              |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|Aurora Marketplace (5)               |  | 2005         |  | 1991                |  | 106,921                 |  | 100.0             | % |  | Safeway              |  | TJ Maxx                                                                           
|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
|Eastgate Plaza (5)                   |  | 2005         |  | 1956                |  | 78,230                  |  | 100.0             | % |  | Albertsons          |  | Rite Aid                                                                          
|Inglewood Plaza                      |  | 1999         |  | 1985                |  | 17,253                  |  | 100.0             | % |  |                     |  |                                                                                  
|James Center (5)                     |  | 1999         |  | 1999                |  | 140,240                 |  | 93.6              | % |  | Fred Myer            |  | Rite Aid                                                                          
|Overlake Fashion Plaza (5)           |  | 2005         |  | 1987                |  | 80,555                  |  | 100.0             | % |  |                     |  | Marshalls, Sears (4)                                                              
|Pine Lake Village                    |  | 1999         |  | 1989                |  | 102,953                 |  | 100.0             | % |  | Quality Foods        |  | Rite Aid                                                                          
|Sammamish Highland                   |  | 1999         |  | 1992                |  | 101,289                 |  | 96.1              | % |  | Safeway (4)          |  | Bartell Drugs, Ace Hardware                                                       
|South Point Plaza                    |  | 1999         |  | 1997                |  | 190,378                 |  | 100.0             | % |  | Cost Cutters Grocery |  | Rite Aid, Office Depot, Pacific Fabrics, Pep Boys                                 
|Southcenter                          |  | 1999         |  | 1990                |  | 58,282                  |  | 100.0             | % |  |                     |  | Target (4)                                                                        
|Thomas Lake                          |  | 1999         |  | 1998                |  | 103,872                 |  | 98.8              | % |  | Albertsons          |  | Rite Aid                                                                          
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   
|Subtotal/Weighted Average (WA)       |  |              |  |                     |  | 1,334,337               |  | 93.6              | % |  |                      |  |                                                                                   
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                      |  |                                                                                   



22



---

##### Table of Contents

##### Index to Financial Statements

|                               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|------------------------------ |  | ------------- |  | -------------------- |  | ------------------------ |  | ----------------- | - |  | ----------------------- |  | -----------------------------------------------------------------------------------------
|Property Name                  |  | Year Acquired |  | Year Constructed (1) |  | GrossLeaseableArea (GLA) |  | PercentLeased (2) |   |  | Grocery Anchor          |  | Drug Store & Other Anchors >10,000 Sq Ft                                                 
|OREGON                         |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|                               |  |               |  |                      |  |                         
|Portland                       |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|Cherry Park Market (5)         |  | 1999          |  | 1997                 |  | 113,518                  |  | 91.9              | % |  | Safeway                 |  |                                                                                         
|Greenway Town Center (5)       |  | 2005          |  | 1979                 |  | 93,101                   |  | 100.0             | % |  | Unified Western Grocers |  | Rite Aid, Dollar Tree                                                                    
|Hillsboro Market Center (5)    |  | 2000          |  | 2000                 |  | 148,051                  |  | 98.1              | % |  | Albertsons             |  | Petsmart, Marshalls                                                                      
|Murrayhill Marketplace         |  | 1999          |  | 1988                 |  | 149,215                  |  | 95.2              | % |  | Safeway                 |  | Segals Baby News                                                                        
|Sherwood Crossroads            |  | 1999          |  | 1999                 |  | 84,267                   |  | 97.3              | % |  | Safeway                 |  |                                                                                         
|Sherwood Market Center         |  | 1999          |  | 1995                 |  | 124,257                  |  | 97.1              | % |  | Albertsons             |  |                                                                                         
|Sunnyside 205                  |  | 1999          |  | 1988                 |  | 52,710                   |  | 100.0             | % |  |                        |  |                                                                                         
|Walker Center                  |  | 1999          |  | 1987                 |  | 89,610                   |  | 100.0             | % |  |                        |  | Sportmart                                                                                
|                               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|Subtotal/Weighted Average (OR) |  |               |  |                      |  | 854,729                  |  | 97.1              | % |  |                         |  |                                                                                          
|                               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|DELAWARE                       |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|                               |  |               |  |                      |  |                         
|Dover                          |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|White OakDover, DE            |  | 2000          |  | 2000                 |  | 10,908                   |  | 100.0             | % |  |                        |  | Eckerd                                                                                   
|                               |  |               |  |                      |  |                         
|Wilmington                     |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|First State Plaza (5)          |  | 2005          |  | 1988                 |  | 164,576                  |  | 87.2              | % |  | Shop Rite               |  | Cinemark                                                                                 
|Newark Shopping Center (5)     |  | 2005          |  | 1987                 |  | 183,017                  |  | 82.0              | % |  |                        |  | Blue Hen Lanes, Cinema Center, Dollar Express, La Tolteca Restaurant, Goodwill Industries
|Pike Creek                     |  | 1998          |  | 1981                 |  | 229,510                  |  | 97.7              | % |  | Acme Markets            |  | K-Mart, Eckerd                                                                           
|Shoppes of Graylyn (5)         |  | 2005          |  | 1971                 |  | 66,676                   |  | 93.7              | % |  |                        |  | Rite Aid                                                                                 
|                               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|Subtotal/Weighted Average (DE) |  |               |  |                      |  | 654,687                  |  | 90.3              | % |  |                         |  |                                                                                          
|                               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|TENNEESSEE                     |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|                               |  |               |  |                      |  |                         
|Nashville                      |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|Harding Mall                   |  | 2004          |  | 2004                 |  | 205,051                  |  | 97.6              | % |  |                        |  | Wal-Mart                                                                                 
|Harpeth Village Fieldstone     |  | 1997          |  | 1998                 |  | 70,091                   |  | 100.0             | % |  | Publix                  |  |                                                                                         
|Nashboro                       |  | 1998          |  | 1998                 |  | 86,811                   |  | 94.9              | % |  | Kroger                  |  | Walgreens (4)                                                                            
|Northlake Village I & II       |  | 2000          |  | 1988                 |  | 141,685                  |  | 95.0              | % |  | Kroger                  |  | CVS, Petco                                                                               
|Peartree Village               |  | 1997          |  | 1997                 |  | 109,904                  |  | 100.0             | % |  | Harris Teeter           |  | Eckerd, Office Max                                                                       
|Other Tenneessee               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|Dickson Tn                     |  | 1998          |  | 1998                 |  | 10,908                   |  | 100.0             | % |  |                        |  | Eckerd                                                                                   
|                               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|Subtotal/Weighted Average (TN) |  |               |  |                      |  | 624,450                  |  | 97.4              | % |  |                         |  |                                                                                          
|                               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|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                 |  | 64,359                   |  | 95.6              | % |  | Publix                  |  |                                                                                         
|North Pointe (5)               |  | 2004          |  | 1996                 |  | 64,257                   |  | 100.0             | % |  | Publix                  |  |                                                                                         
|Rosewood Shopping Center (5)   |  | 2001          |  | 2001                 |  | 36,887                   |  | 94.3              | % |  | Publix                  |  |                                                                                         
|                               |  |               |  |                      |  |                         
|Greenville                     |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|Fairview Market (5)            |  | 2004          |  | 1998                 |  | 53,888                   |  | 90.8              | % |  | Publix                  |  |                                                                                         
|Pelham Commons                 |  | 2002          |  | 2003                 |  | 76,541                   |  | 87.4              | % |  | Publix                  |  |                                                                                         
|Poplar Springs (5)             |  | 2004          |  | 1995                 |  | 64,038                   |  | 98.2              | % |  | Publix                  |  |                                                                                         
|                               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          
|Subtotal/Weighted Average (SC) |  |               |  |                      |  | 522,027                  |  | 96.0              | % |  |                         |  |                                                                                          
|                               |  |               |  |                      |  |                          |  |                   |   |  |                         |  |                                                                                          



23



---

##### Table of Contents

##### Index to Financial Statements

|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|----------------------------------- |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- | - |  | -------------- |  | ---------------------------------------------------------------------------------------------------------------
|Property Name                       |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(GLA) |  | PercentLeased (2) |   |  | Grocery Anchor |  | Drug Store & Other Anchors >10,000 Sq
Ft                                                                       
|ARIZONA                             |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|                                    |  |              |  |                     |  |                        
|Phoenix                             |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Anthem Marketplace                  |  | 2003         |  | 2000                |  | 113,292                 |  | 100.0             | % |  | Safeway        |  |                                                                                                               
|Palm Valley Marketplace (5)         |  | 2001         |  | 1999                |  | 107,647                 |  | 100.0             | % |  | Safeway        |  |                                                                                                               
|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                  |  | 92.1              | % |  |               |  | Ace Hardware                                                                                                   
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (AZ)      |  |              |  |                     |  | 496,087                 |  | 99.4              | % |  |                |  |                                                                                                                
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|WISCONSIN                           |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Cudahy Center Shopping Center (5)   |  | 2005         |  | 1972                |  | 103,254                 |  | 82.7              | % |  | Pick N Save  |  | Walgreens                                                                                                      
|Whitnall Square Shopping Center (5) |  | 2005         |  | 1989                |  | 133,301                 |  | 98.8              | % |  | Pick N Save  |  | Harbor Freight Tools, Dollar Tree                                                                              
|Racine Centre Shopping Center (5)   |  | 2005         |  | 1988                |  | 135,827                 |  | 99.1              | % |  | Piggly Wiggly  |  | Office Depot, Factory Card Outlet, Dollar Tree                                                                 
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (WI)      |  |              |  |                     |  | 372,382                 |  | 94.4              | % |  |                |  |                                                                                                                
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|KENTUCKY                            |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Silverlake (5)                      |  | 1998         |  | 1988                |  | 99,352                  |  | 95.3              | % |  | Kroger         |  |                                                                                                               
|Franklin Square (5)                 |  | 1998         |  | 1988                |  | 203,318                 |  | 94.4              | % |  | Kroger         |  | Rite Aid, Chakeres Theatre, JC Penney, Office Depot                                                            
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (KY)      |  |              |  |                     |  | 302,670                 |  | 94.7              | % |  |                |  |                                                                                                                
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|MINNESOTA                           |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Colonial Square (5)                 |  | 2005         |  | 1959                |  | 93,200                  |  | 100.0             | % |  | Lunds         |  |                                                                                                               
|Rockford Road Plaza (5)             |  | 2005         |  | 1991                |  | 205,897                 |  | 96.0              | % |  | Rainbow Foods  |  | Petsmart, Homegoods, TJ Maxx                                                                                   
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (MN)      |  |              |  |                     |  | 299,097                 |  | 97.3              | % |  |                |  |                                                                                                                
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|MICHIGAN                            |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Independence Square                 |  | 2003         |  | 2004                |  | 89,083                  |  | 95.1              | % |  | Kroger         |  |                                                                                                               
|Waterford Towne Center              |  | 1998         |  | 1998                |  | 96,101                  |  | 92.9              | % |  | Kroger         |  |                                                                                                               
|Fenton Marketplace                  |  | 1999         |  | 1999                |  | 97,224                  |  | 98.6              | % |  | Farmer Jack    |  | Michaels                                                                                                       
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (MI)      |  |              |  |                     |  | 282,408                 |  | 95.5              | % |  |                |  |                                                                                                                
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|ALABAMA                             |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Southgate Village Shopping Ctr (5)  |  | 2001         |  | 1988                |  | 75,092                  |  | 100.0             | % |  | Publix         |  | Pet Supplies Plus                                                                                              
|Trace Crossing                      |  | 2001         |  | 2002                |  | 74,131                  |  | 96.8              | % |  | Publix         |  |                                                                                                               
|Valleydale Village Shop Center (5)  |  | 2002         |  | 2003                |  | 118,466                 |  | 67.7              | % |  | Publix         |  |                                                                                                               
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                
|Subtotal/Weighted Average (AL)      |  |              |  |                     |  | 267,689                 |  | 84.8              | % |  |                |  |                                                                                                                
|                                    |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                                                                                



24



---

##### Table of Contents

##### Index to Financial Statements

|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|------------------------------------ |  | ------------ |  | ------------------- |  | ----------------------- |  | ----------------- | - |  | -------------- |  | -------------------------------------------------------------
|Property Name                        |  | YearAcquired |  | YearConstructed (1) |  | GrossLeaseableArea(GLA) |  | PercentLeased (2) |   |  | Grocery Anchor |  | Drug Store & Other Anchors >10,000 Sq
Ft                     
|INDIANA                              |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Greenwood Springs (3)                |  | 2004         |  | 2004                |  | 90,735                  |  | 72.2              | % |  | Wal-Mart (4)   |  | Gander Mountain                                              
|Willow Lake Shopping Center (5)      |  | 2005         |  | 1987                |  | 85,923                  |  | 91.4              | % |  | Kroger (4)     |  | Factory Card Outlet                                          
|Willow Lake West Shopping Center (5) |  | 2005         |  | 2001                |  | 52,961                  |  | 93.6              | % |  | Trader Joes   |  |                                                             
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Subtotal/Weighted Average (IN)       |  |              |  |                     |  | 229,619                 |  | 84.3              | % |  |                |  |                                                              
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|CONNECTICUT                          |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Corbins Corner (5)                  |  | 2005         |  | 1962                |  | 167,230                 |  | 100.0             | % |  | Trader Joes   |  | Toys R Us, Best Buy, Old Navy, Office Depot, Pier 1 Imports
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Subtotal/Weighted Average (CT)       |  |              |  |                     |  | 167,230                 |  | 100.0             | % |  |                |  |                                                              
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|NEW JERSEY                           |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Plaza Square (5)                     |  | 2005         |  | 1990                |  | 103,842                 |  | 100.0             | % |  | Shop Rite      |  |                                                             
|Haddon Commons (5)                   |  | 2005         |  | 1985                |  | 52,640                  |  | 93.4              | % |  | Acme Markets   |  | CVS                                                          
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Subtotal/Weighted Average (NJ)       |  |              |  |                     |  | 156,482                 |  | 97.8              | % |  |                |  |                                                              
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|NEW HAMPSHIRE                        |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Amherst Street Village Center (3)    |  | 2004         |  | 2004                |  | 33,481                  |  | 65.5              | % |  |               |  | Petsmart, Walgreens                                          
|Merrimack Shopping Center (3)        |  | 2004         |  | 2004                |  | 79,271                  |  | 68.7              | % |  | Shaws         |  |                                                             
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Subtotal/Weighted Average (NH)       |  |              |  |                     |  | 112,752                 |  | 67.8              | % |  |                |  |                                                              
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|NEVADA                               |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Athem Highland Shopping Center (3)   |  | 2004         |  | 2004                |  | 93,516                  |  | 73.6              | % |  | Albertsons    |  | Sav-On Drugs                                                 
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                             
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Subtotal/Weighted Average (NV)       |  |              |  |                     |  | 93,516                  |  | 73.6              | % |  |                |  |                                                              
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|DISTRICT OF COLUMBIA                 |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Spring Valley Shopping Center (5)    |  | 2005         |  | 1930                |  | 16,834                  |  | 100.0             | % |  |               |  | CVS                                                          
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Subtotal/Weighted Average (DC)       |  |              |  |                     |  | 16,834                  |  | 100.0             | % |  |                |  |                                                              
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              
|Total Weighted Average               |  |              |  |                     |  | 46,243,139              |  | 91.3              | % |  |                |  |                                                              
|                                     |  |              |  |                     |  |                         |  |                   |   |  |                |  |                                                              



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

|(2) | Includes development properties. If development properties are excluded, the total percentage leased would be 95.3% for Company shopping centers.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

|(6) | Dark Grocer
|--- | -----------



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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 by Regency during the fourth quarter of 2005.

PART II

Item 5. Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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, 2005 there were approximately 32 holders of record in the aggregate of Original Limited Partnership Units, Additional Units
and Series D 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 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 Preferred Units on each March 31, June 30, September 30 and December 31 in a distribution amount equal to 7.45% of the original capital
contribution per Series D Preferred Units. Subject to the prior right of the holders of Series D 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.

Regencys common stock
is traded on the New York Stock Exchange (NYSE) under the symbol REG. We currently have approximately 19,800 stockholders. The following table sets forth the high and low prices and the cash dividends declared on our common
stock by quarter for 2005 and 2004.



|              |  |           |       |          |       |                       |     |           |       |          |       |                       |    
|------------- |  | --------- | ----- | -------- | ----- | --------------------- | --- | --------- | ----- | -------- | ----- | --------------------- | ---
|              |  | 2005      |       | 2004    
|Quarter Ended |  | HighPrice |       | LowPrice |       | CashDividendsDeclared |     | HighPrice |       | LowPrice |       | CashDividendsDeclared
|March 31      |  | $         | 55.39 |          | 47.00 |                       | .55 |           | 46.73 |          | 38.90 |                       | .53
|June 30       |  |           | 59.79 |          | 47.30 |                       | .55 |           | 47.35 |          | 34.52 |                       | .53
|September 30  |  |           | 63.20 |          | 55.53 |                       | .55 |           | 47.70 |          | 41.98 |                       | .53
|December 31   |  |           | 60.07 |          | 52.02 |                       | .55 |           | 55.40 |          | 46.03 |                       | .53

Regency intends to pay regular quarterly distributions to its common stockholders. Future
distributions will be declared and paid at the discretion of Regencys 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 Regencys 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 Regency 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 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 Regencys qualification as a REIT, Regency must make annual distributions to stockholders of at least



26



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##### Table of Contents

##### Index to Financial Statements

90% of our taxable income. Under certain circumstances, which we do not expect to occur, Regency could be required to
make distributions in excess of cash available for distributions in order to meet such requirements. Regency currently maintains the Regency Centers Corporation Dividend Reinvestment and Stock Purchase Plan which enables Regencys 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, Regency 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 236,224 shares issued during 2005 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.



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##### Index to Financial Statements

Item 6. Selected Consolidated Financial Data

(in thousands, except per unit 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, 2005. 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.



|                                                         |  |      |           |      |           |      |           |      |           |      |          
|-------------------------------------------------------- |  | ---- | --------- | ---- | --------- | ---- | --------- | ---- | --------- | ---- | ---------
|                                                         |  | 2005 |           | 2004 |           | 2003 |           | 2002 |           | 2001
|Operating Data:                                          |  |      |           |      |           |      |           |      |           |      |          
|Revenues                                                 |  | $    | 394,038   |      | 370,910   |      | 345,907   |      | 322,822   |      | 290,409  
|Operating expenses                                       |  |      | 213,517   |      | 203,206   |      | 181,329   |      | 161,492   |      | 151,233  
|Other expenses (income)                                  |  |      | 69,004    |      | 41,164    |      | 33,545    |      | 60,802    |      | 38,436   
|Minority interests                                       |  |      | 263       |      | 319       |      | 501       |      | 492       |      | 721      
|Income from continuing operations                        |  |      | 111,254   |      | 126,221   |      | 130,532   |      | 100,036   |      | 100,019  
|Income from discontinued operations                      |  |      | 62,782    |      | 32,514    |      | 33,127    |      | 46,760    |      | 36,677   
|Net income                                               |  |      | 174,036   |      | 158,735   |      | 163,659   |      | 146,796   |      | 136,696  
|Preferred unit distributions and original issuance costs |  |      | 24,849    |      | 28,462    |      | 34,001    |      | 33,475    |      | 33,475   
|Net income for common unit holders                       |  |      | 149,187   |      | 130,273   |      | 129,658   |      | 113,321   |      | 103,221  
|                                                         |  |      |           |      |          
|Income per common unit - diluted:                        |  |      |           |      |           |      |           |      |           |      |          
|Income from continuing operations                        |  | $    | 1.28      |      | 1.56      |      | 1.57      |      | 1.07      |      | 1.07     
|Net income for common unit holders                       |  | $    | 2.23      |      | 2.08      |      | 2.12      |      | 1.84      |      | 1.69     
|                                                         |  |      |           |      |          
|Balance Sheet Data:                                      |  |      |           |      |           |      |           |      |           |      |          
|Real estate investments before accumulated depreciation  |  | $    | 3,775,433 |      | 3,332,671 |      | 3,166,346 |      | 3,094,071 |      | 3,156,831
|Total assets                                             |  |      | 3,616,215 |      | 3,243,824 |      | 3,098,229 |      | 3,068,928 |      | 3,109,314
|Total debt                                               |  |      | 1,613,942 |      | 1,493,090 |      | 1,452,777 |      | 1,333,524 |      | 1,396,721
|Total liabilities                                        |  |      | 1,739,225 |      | 1,610,743 |      | 1,562,530 |      | 1,426,349 |      | 1,478,811
|General partners capital                                |  |      | 1,525,517 |      | 1,320,852 |      | 1,220,863 |      | 1,221,720 |      | 1,219,051
|                                                         |  |      |           |      |          
|Other Information:                                       |  |      |           |      |           |      |           |      |           |      |          
|Distributions per unit                                   |  | $    | 2.20      |      | 2.12      |      | 2.08      |      | 2.04      |      | 2.00     
|Common units outstanding                                 |  |      | 69,218    |      | 64,297    |      | 61,227    |      | 61,512    |      | 60,645   
|Series A-F Preferred Units outstanding                   |  |      | 500       |      | 1,040     |      | 2,290     |      | 4,640     |      | 4,640    
|Combined Basis gross leasable area (GLA)                 |  |      | 46,243    |      | 33,816    |      | 30,348    |      | 29,483    |      | 29,089   
|Combined Basis number of properties owned                |  |      | 393       |      | 291       |      | 265       |      | 262       |      | 272      
|Ratio of earnings to fixed charges                       |  |      | 2.1       |      | 2.2       |      | 1.8       |      | 1.4       |      | 1.4      



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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 high-quality community and neighborhood shopping centers that are tenanted by market-dominant grocers, category-leading anchors, specialty retailers and restaurants located in areas with above average household incomes and population
densities. Regency owns, manages, leases, acquires, and develops our shopping centers through our operating partnership, Regency Centers, L.P. (RCLP), in which we currently own approximately 98% of the outstanding operating partnership
units. Regencys operating, investing and financing activities are generally performed by RCLP, its wholly owned subsidiaries and its joint ventures with third parties.

Currently, we operate and manage a real estate investment portfolio that totals $7.3 billion at cost before depreciation with 393 shopping centers in 27
states and the District of Columbia, including approximately $4.1 billion in real estate assets composed of 180 shopping centers owned by unconsolidated joint ventures in 23 states and the District of Columbia. Portfolio information is presented
(a) on a combined basis, including unconsolidated joint ventures (Combined Basis), (b) on a basis that excludes the unconsolidated joint ventures (Consolidated Properties) and (c) on a basis that includes only
the unconsolidated joint ventures (Unconsolidated Properties). We believe that providing our shopping center portfolio information under these methods provides a more complete understanding of the properties that we own, including those
that we partially own and for which we provide property and asset management services. At December 31, 2005, our gross leasable area (GLA) on a Combined Basis totaled 46.2 million square feet and was 91.3% leased. The portfolio
contains 50.8 million square feet when anchored owned buildings are included. The GLA for the 213 Consolidated Properties totaled 24.4 million square feet and was 88.0% leased, including shopping centers under construction and partially
pre-leased. The GLA for the Unconsolidated Properties totaled 21.8 million square feet and was 95.1% leased.

We earn revenues and
generate operating cash flow by leasing space in our shopping centers to market-leading grocers, and major retail anchors, as well as specialty side-shop retailers, restaurants and outparcel 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. Community and neighborhood shopping centers generate substantial daily traffic by conveniently offering
daily necessities and services. This high traffic generates increased sales, thereby driving higher occupancy, rental rates and rental-rate growth for RCLP, which we expect to sustain our growth in earnings per unit and increase the value of our
portfolio over the long term.

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

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



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##### Index to Financial Statements

Regency intends to maintain a conservative capital structure to fund our growth programs, which should
preserve our investment-grade ratings. Our approach is founded on our self-funding business model. This model utilizes center recycling as a key component, which requires ongoing monitoring of each center to ensure that it meets our
stringent quality standards. Properties that do not measure up to our standards are sold in combination with non-core development sales. These sale proceeds are re-deployed into new, higher-quality developments and acquisitions that are expected to
generate sustainable revenue growth and more attractive returns.

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

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

Shopping Center Portfolio

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



|                              |  |                   |   |  |                   |  
|----------------------------- |  | ----------------- | - |  | ----------------- | -
|                              |  | December 31, 2005 |   |  | December 31, 2004 |  
|Number of Properties (a)      |  | 393               |   |  | 291               |  
|Number of Properties (b)      |  | 213               |   |  | 213               |  
|Number of Properties (c)      |  | 180               |   |  | 78                |  
|                              |  |                  
|Properties in Development (a) |  | 31                |   |  | 34                |  
|Properties in Development (b) |  | 30                |   |  | 32                |  
|Properties in Development (c) |  | 1                 |   |  | 2                 |  
|                              |  |                  
|Gross Leaseable Area (a)      |  | 46,243,139        |   |  | 33,815,970        |  
|Gross Leaseable Area (b)      |  | 24,382,276        |   |  | 24,532,952        |  
|Gross Leaseable Area (c)      |  | 21,860,863        |   |  | 9,283,018         |  
|                              |  |                  
|Percent Leased (a)            |  | 91.3              | % |  | 92.7              | %
|Percent Leased (b)            |  | 88.0              | % |  | 91.2              | %
|Percent Leased (c)            |  | 95.1              | % |  | 96.7              | %



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##### Index to Financial Statements

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

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, 2005 |  |            | December 31, 2004 |              
|Location          |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California        |  | 70                |  | 8,855,638  |                   | 19.2          | % |  | 93.3    | % |  | 51          |  | 6,527,802  |  | 19.3          | % |  | 91.9    | %
|Florida           |  | 51                |  | 5,912,994  |                   | 12.8          | % |  | 94.5    | % |  | 50          |  | 5,970,898  |  | 17.7          | % |  | 94.9    | %
|Texas             |  | 38                |  | 5,029,590  |                   | 10.9          | % |  | 84.7    | % |  | 32          |  | 3,968,940  |  | 11.7          | % |  | 89.3    | %
|Virginia          |  | 31                |  | 3,628,732  |                   | 7.8           | % |  | 95.0    | % |  | 12          |  | 1,488,324  |  | 4.4           | % |  | 91.1    | %
|Georgia           |  | 33                |  | 2,850,662  |                   | 6.2           | % |  | 95.4    | % |  | 36          |  | 3,383,495  |  | 10.0          | % |  | 97.4    | %
|Colorado          |  | 22                |  | 2,507,634  |                   | 5.4           | % |  | 84.3    | % |  | 15          |  | 1,639,055  |  | 4.8           | % |  | 98.0    | %
|Maryland          |  | 21                |  | 2,435,783  |                   | 5.3           | % |  | 93.6    | % |  | 2           |  | 326,638    |  | 1.0           | % |  | 93.9    | %
|Illinois          |  | 17                |  | 2,410,178  |                   | 5.2           | % |  | 95.9    | % |  | 9           |  | 1,191,424  |  | 3.5           | % |  | 98.0    | %
|North Carolina    |  | 15                |  | 2,114,667  |                   | 4.6           | % |  | 91.7    | % |  | 13          |  | 1,890,444  |  | 5.6           | % |  | 94.2    | %
|Ohio              |  | 16                |  | 2,045,260  |                   | 4.4           | % |  | 82.3    | % |  | 14          |  | 1,876,013  |  | 5.5           | % |  | 87.7    | %
|Pennsylvania      |  | 13                |  | 1,665,005  |                   | 3.6           | % |  | 75.3    | % |  | 2           |  | 225,697    |  | 0.7           | % |  | 100.0   | %
|Washington        |  | 12                |  | 1,334,337  |                   | 2.9           | % |  | 93.6    | % |  | 11          |  | 1,098,752  |  | 3.2           | % |  | 97.6    | %
|Oregon            |  | 8                 |  | 854,729    |                   | 1.8           | % |  | 97.1    | % |  | 8           |  | 838,056    |  | 2.5           | % |  | 95.5    | %
|Delaware          |  | 5                 |  | 654,687    |                   | 1.4           | % |  | 90.3    | % |  | 2           |  | 240,418    |  | 0.7           | % |  | 99.9    | %
|Tennessee         |  | 6                 |  | 624,450    |                   | 1.4           | % |  | 97.4    | % |  | 7           |  | 697,034    |  | 2.1           | % |  | 70.4    | %
|South Carolina    |  | 8                 |  | 522,027    |                   | 1.1           | % |  | 96.0    | % |  | 8           |  | 522,109    |  | 1.5           | % |  | 95.7    | %
|Arizona           |  | 4                 |  | 496,087    |                   | 1.1           | % |  | 99.4    | % |  | 5           |  | 588,486    |  | 1.7           | % |  | 93.1    | %
|Wisconsin         |  | 3                 |  | 372,382    |                   | 0.8           | % |  | 94.4    | % |  |            |  |           |  |              |   |  |        |  
|Kentucky          |  | 2                 |  | 302,670    |                   | 0.7           | % |  | 94.7    | % |  | 2           |  | 302,670    |  | 0.9           | % |  | 97.5    | %
|Minnesota         |  | 2                 |  | 299,097    |                   | 0.6           | % |  | 97.3    | % |  |            |  |           |  |              |   |  |        |  
|Michigan          |  | 3                 |  | 282,408    |                   | 0.6           | % |  | 95.5    | % |  | 4           |  | 368,348    |  | 1.1           | % |  | 93.4    | %
|Alabama           |  | 3                 |  | 267,689    |                   | 0.6           | % |  | 84.8    | % |  | 4           |  | 324,044    |  | 1.0           | % |  | 86.7    | %
|Indiana           |  | 3                 |  | 229,619    |                   | 0.5           | % |  | 84.3    | % |  | 1           |  | 90,340     |  | 0.3           | % |  | 69.2    | %
|Connecticut       |  | 1                 |  | 167,230    |                   | 0.4           | % |  | 100.0   | % |  |            |  |           |  |              |   |  |        |  
|New Jersey        |  | 2                 |  | 156,482    |                   | 0.3           | % |  | 97.8    | % |  |            |  |           |  |              |   |  |        |  
|New Hampshire     |  | 2                 |  | 112,752    |                   | 0.2           | % |  | 67.8    | % |  | 2           |  | 138,488    |  | 0.4           | % |  | 50.0    | %
|Nevada            |  | 1                 |  | 93,516     |                   | 0.2           | % |  | 73.6    | % |  | 1           |  | 118,495    |  | 0.4           | % |  | 45.5    | %
|Dist. of Columbia |  | 1                 |  | 16,834     |                   |              |   |  | 100.0   | % |  |            |  |           |  |              |   |  |        |  
|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total             |  | 393               |  | 46,243,139 |                   | 100.0         | % |  | 91.3    | % |  | 291         |  | 33,815,970 |  | 100.0         | % |  | 92.7    | %
|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  



31



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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, 2005 |  |            | December 31, 2004 |              
|Location       |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA        |  | % of TotalGLA |   |  | %Leased |  
|California     |  | 45                |  | 5,319,464  |                   | 21.8          | % |  | 91.2    | % |  | 44          |  | 5,479,470  |  | 22.3          | % |  | 90.5    | %
|Florida        |  | 35                |  | 4,185,221  |                   | 17.2          | % |  | 95.6    | % |  | 38          |  | 4,684,299  |  | 19.1          | % |  | 94.6    | %
|Texas          |  | 30                |  | 3,890,913  |                   | 16.0          | % |  | 81.6    | % |  | 29          |  | 3,652,338  |  | 14.9          | % |  | 88.8    | %
|Ohio           |  | 15                |  | 1,936,337  |                   | 7.9           | % |  | 81.5    | % |  | 13          |  | 1,767,110  |  | 7.2           | % |  | 87.1    | %
|Georgia        |  | 16                |  | 1,410,412  |                   | 5.8           | % |  | 93.7    | % |  | 17          |  | 1,656,297  |  | 6.8           | % |  | 96.1    | %
|Colorado       |  | 14                |  | 1,321,080  |                   | 5.4           | % |  | 73.4    | % |  | 11          |  | 1,093,403  |  | 4.4           | % |  | 97.6    | %
|Virginia       |  | 9                 |  | 973,744    |                   | 4.0           | % |  | 93.5    | % |  | 8           |  | 925,491    |  | 3.8           | % |  | 86.4    | %
|North Carolina |  | 9                 |  | 970,506    |                   | 4.0           | % |  | 96.6    | % |  | 9           |  | 970,508    |  | 3.9           | % |  | 97.5    | %
|Washington     |  | 7                 |  | 717,319    |                   | 2.9           | % |  | 89.4    | % |  | 9           |  | 747,440    |  | 3.0           | % |  | 97.3    | %
|Tennessee      |  | 6                 |  | 624,450    |                   | 2.6           | % |  | 97.4    | % |  | 6           |  | 633,034    |  | 2.6           | % |  | 67.4    | %
|Pennsylvania   |  | 3                 |  | 573,410    |                   | 2.3           | % |  | 37.0    | % |  | 2           |  | 225,697    |  | 0.9           | % |  | 100.0   | %
|Oregon         |  | 5                 |  | 500,059    |                   | 2.0           | % |  | 97.4    | % |  | 6           |  | 574,458    |  | 2.3           | % |  | 96.1    | %
|Illinois       |  | 3                 |  | 415,011    |                   | 1.7           | % |  | 95.6    | % |  | 3           |  | 415,011    |  | 1.7           | % |  | 97.4    | %
|Arizona        |  | 3                 |  | 388,440    |                   | 1.6           | % |  | 99.3    | % |  | 4           |  | 480,839    |  | 2.0           | % |  | 91.6    | %
|Michigan       |  | 3                 |  | 282,408    |                   | 1.1           | % |  | 95.5    | % |  | 4           |  | 368,348    |  | 1.5           | % |  | 93.4    | %
|Delaware       |  | 2                 |  | 240,418    |                   | 1.0           | % |  | 97.8    | % |  | 2           |  | 240,418    |  | 1.0           | % |  | 99.9    | %
|South Carolina |  | 2                 |  | 140,900    |                   | 0.6           | % |  | 91.2    | % |  | 2           |  | 140,982    |  | 0.6           | % |  | 85.7    | %
|Maryland       |  | 1                 |  | 121,050    |                   | 0.5           | % |  | 49.6    | % |  |            |  |           |  |              |   |  |        |  
|New Hampshire  |  | 2                 |  | 112,752    |                   | 0.5           | % |  | 67.8    | % |  | 2           |  | 138,488    |  | 0.6           | % |  | 50.0    | %
|Nevada         |  | 1                 |  | 93,516     |                   | 0.4           | % |  | 73.6    | % |  | 1           |  | 118,495    |  | 0.5           | % |  | 45.5    | %
|Indiana        |  | 1                 |  | 90,735     |                   | 0.4           | % |  | 72.2    | % |  | 1           |  | 90,340     |  | 0.4           | % |  | 69.2    | %
|Alabama        |  | 1                 |  | 74,131     |                   | 0.3           | % |  | 96.8    | % |  | 2           |  | 130,486    |  | 0.5           | % |  | 97.3    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  
|Total          |  | 213               |  | 24,382,276 |                   | 100.0         | % |  | 88.0    | % |  | 213         |  | 24,532,952 |  | 100.0         | % |  | 91.2    | %
|               |  |                   |  |            |                   |               |   |  |         |   |  |             |  |            |  |               |   |  |         |  

The Consolidated Properties are encumbered by notes payable of $ 250.6 million.



32



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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
Unconsolidated Properties owned in joint ventures:



|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  
|----------------- |  | ----------------- |  | ---------- | ----------------- | ------------- | - |  | ------- | - |  | ----------- |  | --------- |  | ------------- | - |  | ------- | -
|                  |  | December 31, 2005 |  |            | December 31, 2004 |              
|Location          |  | #Properties       |  | GLA        |                   | % of TotalGLA |   |  | %Leased |   |  | #Properties |  | GLA       |  | % of TotalGLA |   |  | %Leased |  
|California        |  | 25                |  | 3,536,174  |                   | 16.2          | % |  | 96.5    | % |  | 7           |  | 1,048,332 |  | 11.3          | % |  | 99.1    | %
|Virginia          |  | 22                |  | 2,654,988  |                   | 12.2          | % |  | 95.6    | % |  | 4           |  | 562,833   |  | 6.1           | % |  | 98.9    | %
|Maryland          |  | 20                |  | 2,314,733  |                   | 10.6          | % |  | 95.9    | % |  | 2           |  | 326,638   |  | 3.5           | % |  | 93.9    | %
|Illinois          |  | 14                |  | 1,995,167  |                   | 9.1           | % |  | 95.9    | % |  | 6           |  | 776,413   |  | 8.4           | % |  | 98.3    | %
|Florida           |  | 16                |  | 1,727,773  |                   | 7.9           | % |  | 91.7    | % |  | 12          |  | 1,286,599 |  | 13.8          | % |  | 96.1    | %
|Georgia           |  | 17                |  | 1,440,250  |                   | 6.6           | % |  | 97.0    | % |  | 19          |  | 1,727,198 |  | 18.6          | % |  | 98.6    | %
|Colorado          |  | 8                 |  | 1,186,554  |                   | 5.4           | % |  | 96.3    | % |  | 4           |  | 545,652   |  | 5.9           | % |  | 98.7    | %
|North Carolina    |  | 6                 |  | 1,144,161  |                   | 5.2           | % |  | 87.6    | % |  | 4           |  | 919,936   |  | 9.9           | % |  | 90.7    | %
|Texas             |  | 8                 |  | 1,138,677  |                   | 5.2           | % |  | 95.4    | % |  | 3           |  | 316,602   |  | 3.4           | % |  | 94.6    | %
|Pennsylvania      |  | 10                |  | 1,091,595  |                   | 5.0           | % |  | 95.5    | % |  |            |  |          |  |              |   |  |        |  
|Washington        |  | 5                 |  | 617,018    |                   | 2.8           | % |  | 98.4    | % |  | 2           |  | 351,312   |  | 3.8           | % |  | 98.1    | %
|Delaware          |  | 3                 |  | 414,269    |                   | 1.9           | % |  | 85.9    | % |  |            |  |          |  |              |   |  |        |  
|South Carolina    |  | 6                 |  | 381,127    |                   | 1.7           | % |  | 97.9    | % |  | 6           |  | 381,127   |  | 4.1           | % |  | 99.3    | %
|Wisconsin         |  | 3                 |  | 372,382    |                   | 1.7           | % |  | 94.4    | % |  |            |  |          |  |              |   |  |        |  
|Oregon            |  | 3                 |  | 354,670    |                   | 1.6           | % |  | 96.6    | % |  | 2           |  | 263,598   |  | 2.8           | % |  | 94.3    | %
|Kentucky          |  | 2                 |  | 302,670    |                   | 1.4           | % |  | 94.7    | % |  | 2           |  | 302,670   |  | 3.3           | % |  | 97.5    | %
|Minnesota         |  | 2                 |  | 299,097    |                   | 1.4           | % |  | 97.3    | % |  |            |  |          |  |              |   |  |        |  
|Alabama           |  | 2                 |  | 193,558    |                   | 0.9           | % |  | 80.2    | % |  | 2           |  | 193,558   |  | 2.1           | % |  | 79.6    | %
|Connecticut       |  | 1                 |  | 167,230    |                   | 0.8           | % |  | 100.0   | % |  |            |  |          |  |              |   |  |        |  
|New Jersey        |  | 2                 |  | 156,482    |                   | 0.7           | % |  | 97.8    | % |  |            |  |          |  |              |   |  |        |  
|Indiana           |  | 2                 |  | 138,884    |                   | 0.6           | % |  | 92.2    | % |  |            |  |          |  |              |   |  |        |  
|Ohio              |  | 1                 |  | 108,923    |                   | 0.5           | % |  | 97.6    | % |  | 1           |  | 108,903   |  | 1.2           | % |  | 96.1    | %
|Arizona           |  | 1                 |  | 107,647    |                   | 0.5           | % |  | 100.0   | % |  | 1           |  | 107,647   |  | 1.1           | % |  | 100.0   | %
|Dist. of Columbia |  | 1                 |  | 16,834     |                   | 0.1           | % |  | 100.0   | % |  |            |  |          |  |              |   |  |        |  
|Tennessee         |  |                  |  |           |                   |              |   |  |        |   |  | 1           |  | 64,000    |  | 0.7           | % |  | 100.0   | %
|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  
|Total             |  | 180               |  | 21,860,863 |                   | 100.0         | % |  | 95.1    | % |  | 78          |  | 9,283,018 |  | 100.0         | % |  | 96.7    | %
|                  |  |                   |  |            |                   |               |   |  |         |   |  |             |  |           |  |               |   |  |         |  



33



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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, 2005:



|               |  |                     |  |                                        |   |  |                                       |  
|-------------- |  | ------------------- |  | -------------------------------------- | - |  | ------------------------------------- | -
|Grocery Anchor |  | Number ofStores (a) |  | Percentage ofPartnership-owned GLA (b) |   |  | Percentage ofAnnualized Base Rent (b) |  
|Kroger         |  | 67                  |  | 9.2                                    | % |  | 6.6                                   | %
|Safeway        |  | 71                  |  | 6.2                                    | % |  | 4.4                                   | %
|Publix         |  | 61                  |  | 5.8                                    | % |  | 3.9                                   | %
|Albertsons (c) |  | 31                  |  | 2.7                                    | % |  | 2.0                                   | %

---

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

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

|(c) | Albertsons announced that it is selling the majority of its stores to Super Valu with the remainder being sold to a private investment consortium. Of the 31 stores noted
above, we believe that 22 stores will be acquired by Super Valu, 9 stores will be acquired by the consortium, and all will continue to operate as either Super Valu or Albertsons, although its possible that certain stores could be closed. We will
continue to monitor the progress of the sale.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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,
capital expenditures necessary to maintain and improve our shopping centers, and dividends to stockholders. Net cash provided by operating activities was $208.2 million, $183.9 million and $180.6 million for the years ended December 31, 2005,
2004 and 2003, respectively. Operating cash flow increased 13.2% during 2005 primarily as a result of a 19.3% increase in net income as described below under Results of Operations. For the years ended December 31, 2005, 2004 and 2003, our gains
from the sale of real estate were $76.7 million, $60.5 million and $65.9 million, the details of which are discussed below under Shopping Center Developments, Acquisitions and Sales. We incurred capital expenditures of $14.4 million, $11.7 million
and $13.5 million to improve our shopping centers, we paid scheduled principal payments of $5.5 million, $5.7 million and $4.1 million to our lenders on mortgage loans, and we paid distributions of $170.1 million, $157.2 million and $157.9 million
to our unit holders, respectively. The increase in distributions of 8.2% during 2005 was primarily related to a $200 million equity offering as described below under Equity Capital Transactions.

Although base rent is supported by long-term lease contracts, tenants who file bankruptcy are able to cancel their leases and close the related stores.
In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. On February 21, 2005, Winn-Dixie Stores, Inc. filed a
voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. We currently lease three stores to Winn-Dixie, two of which are owned directly by us and one is owned in a joint venture. Our annualized base rent from Winn-Dixie
including our share of the joint venture is $1.2 million. Winn-Dixie currently owes RCLP $34,750 in pre-petition rent related to common area expense reimbursements, and is current on all rent post-petition. We are not aware at this time of the
current or pending bankruptcy of any of our other tenants that would cause a significant reduction in our revenues, and no tenant represents more than 7% of the total of our annual base rental revenues and our pro-rata share of the base revenues of
the Unconsolidated Properties.



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##### Index to Financial Statements

We expect to meet long-term capital requirements for redeemable preferred stock and units, maturing debt,
the acquisition of real estate, investments in joint ventures, and the renovation or development of shopping centers from: (i) residual cash generated from operating activities after the payments described above, (ii) proceeds from the
sale of real estate, (iii) joint venturing of real estate, (iv) refinancing of debt or our line of credit, and (v) equity raised in the private or public markets. At December 31, 2005, we had $123.6 million available for equity
securities under our shelf registration and RCLP had $600.0 million available for debt under its shelf registration.

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

Shopping Center Developments, Acquisitions and Sales

On a Consolidated Basis, we had 30 projects under construction or undergoing major renovations at December 31, 2005, which, when completed, will
represent an investment of $778.9 million before the estimated reimbursement of certain tenant-related costs and projected sales proceeds from adjacent land and out-parcels of $81.9 million. We estimate that we will earn an average return on our
investment on these projects of 9.7% upon completion. This average return on investment is approximately 50 to 75 basis points less than our experience in prior years and is the result of higher costs associated with the acquisition of land and
construction. While the average return on investment has decreased from historical experience, the Partnership believes the return on a risk adjusted basis is very adequate because expected profit margins are well in excess of historic margins.
Costs necessary to complete the current in process developments are estimated to be $475.7 million and will likely be expended through 2009. The costs to complete these developments will be funded from the Partnerships unsecured line of
credit, which had $338.0 million of available funding at December 31, 2005, and also from expected proceeds from the future sale of shopping centers as part of the capital recycling program described above. Our expected total investment in new
developments increased 16.7% at December 31, 2005. At December 31, 2004, we had 32 consolidated projects under construction representing an investment at completion of $682.5 million. Our estimated return on investment for the projects
under construction at the end of 2004 was 10.2%. We expect to continue increasing our development pipeline in the future subject to the on-going demand for new retail space by our retail customers.

During 2005, the Partnership sold 100% of its interest in 14 properties for net proceeds of $175.2 million. The operating income and gains from these
properties and properties classified as held for sale are included in discontinued operations. The revenues from properties included in discontinued operations were $19.4 million, $30.9 million and $40.4 million for the years ended December 31,
2005, 2004 and 2003, respectively.



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##### Index to Financial Statements

Off Balance Sheet Arrangements

Investments in Unconsolidated Real Estate Partnerships

At December 31, 2005, we had investments in real estate partnerships of $545.6 million. The following is a summary of unconsolidated combined assets and liabilities of these joint ventures, and our pro-rata share
(see note below) at December 31, 2005 and 2004 (in thousands):



|                         |  |      |           |      |   |          
|------------------------ |  | ---- | --------- | ---- | - | ---------
|                         |  | 2005 |           | 2004
|Number of Joint Ventures |  |      | 15        |      |   | 11       
|RCLPs Ownership         |  |      | 20%-50%   |      |   | 20%-50%  
|Number of Properties     |  |      | 180       |      |   | 78       
|                         |  |     
|Combined Assets          |  | $    | 4,318,581 |      | $ | 1,439,617
|Combined Liabilities     |  |      | 2,533,991 |      |   | 689,988  
|Combined Equity          |  |      | 1,784,590 |      |   | 749,629  
|                         |  |     
|RCLPs Share of:         |  |      |           |      |   |          
|Assets                   |  | $    | 1,383,069 |      | $ | 374,430  
|Liabilities              |  |      | 818,439   |      |   | 179,459  

Note: Pro rata financial information is not and is not intended to be a presentation in accordance
with generally accepted accounting principles. However, management believes that providing such information is useful to investors in assessing the impact of its unconsolidated real estate partnership activities on the operations of the Partnership
which include such items on a single line presentation under the equity method in the Partnerships Consolidated financial statements.

We account for all investments in which we own 50% or less and do not have a controlling financial interest using the equity method. We have determined that these investments are not variable interest entities, and therefore are subject to
the voting interest model in determining our basis of accounting. Major decisions, including property acquisitions and dispositions, financings, annual budgets and dissolution of the ventures are subject to the approval of all partners. Investments
in real estate partnerships are primarily composed of joint ventures where we invest with three co-investment partners, as further described below. In addition to earning our pro-rata share of net income in each of these partnerships, these
partnerships pay us fees for asset management, property management, and acquisition and disposition services. During the years ended December 31, 2005, 2004 and 2003, we received fees from these joint ventures of $26.8 million, $9.3 million and
$5.6 million, respectively. Our investments in real estate partnerships as of December 31, 2005 and 2004 consist of the following (in thousands):



|                                              |  |           |   |  |      |         |      |        
|--------------------------------------------- |  | --------- | - |  | ---- | ------- | ---- | -------
|                                              |  | Ownership |   |  | 2005 |         | 2004
|Macquarie CountryWide-Regency (MCWR)          |  | 25.00     | % |  | $    | 61,375  |      | 65,134 
|Macquarie CountryWide Direct (MCWR)           |  | 25.00     | % |  |      | 7,433   |      | 8,001  
|Macquarie CountryWide-Regency II (MCWR II)    |  | 35.00     | % |  |      | 363,563 |      |       
|Macquarie CountryWide-Regency III (MCWR III)  |  | 24.95     | % |  |      | 606     |      |       
|Columbia Regency Retail Partners (Columbia)   |  | 20.00     | % |  |      | 36,659  |      | 41,380 
|Cameron Village LLC (Columbia)                |  | 30.00     | % |  |      | 21,633  |      | 21,612 
|Columbia Regency Partners II (Columbia)       |  | 20.00     | % |  |      | 2,093   |      | 3,107  
|RegCal, LLC (RegCal)                          |  | 25.00     | % |  |      | 14,921  |      | 13,232 
|Other investments in real estate partnerships |  | 50.00     | % |  |      | 37,334  |      | 27,211 
|                                              |  |           |   |  |      |         |      |        
|Total                                         |  |           |   |  | $    | 545,617 |      | 179,677
|                                              |  |           |   |  |      |         |      |        

We co-invest with the Oregon Public Employees Retirement Fund in three joint ventures
(collectively Columbia), in which we have ownership interests of 20% or 30%. As of December 31, 2005, Columbia owned 16 shopping centers, had total assets of $465.5 million, and net income of $22.3 million for the year ended. Our
share of Columbias total assets and net income was $105.7 million and



36



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##### Table of Contents

##### Index to Financial Statements

$4.2 million, respectively. Our share of Columbia represents 2.9% of our total assets and net income available for common
unit holders, respectively. Columbia did not acquire any properties in 2005 and sold two shopping centers for $47.6 million to unrelated parties at a gain of $8.9 million. 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 at a gain of $10.0 million.

We co-invest with the California State Teachers Retirement System (CalSTRS) in a joint venture called (RegCal) in which
we have a 25% ownership interest. As of December 31, 2005, RegCal owned seven shopping centers, had total assets of $146.8 million, and had net income of $2.0 million for the year ended. Our share of RegCals total assets and net income
was $36.7 million and $609,316, respectively. Our share of RegCal represents less than 1% of our total assets and net income available for common stockholders, respectively. During 2005, RegCal acquired two shopping centers from an unrelated party
for a purchase price of $20.0 million. We contributed $1.7 million for our proportionate share of the purchase price, which was net of loan financing assumed by RegCal. 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.

We co-invest with Macquarie CountryWide
Trust of Australia (MCW) in four joint ventures, two in which we have an ownership interest of 25% (MCWR), one in which we have an ownership interest of 35% (MCWR II), and one in which we have an ownership
interest of 24.95% (MCWR III) as of December 31, 2005. We reduced our ownership interest in MCWR II to 24.95% in January 2006 as described further below.

As of December 31, 2005, MCWR owned 51 shopping centers, had total assets of $738.8 million, and net income of $7.3 million for the year ended. Our share of MCWRs total assets and net income was $184.8
million and $2.2 million, respectively. During 2005, MCWR acquired one shopping center from an unrelated party for a purchase price of $24.4 million. We contributed $4.5 million for our proportionate share of the purchase price, which was net of
loan financing placed on the shopping center by MCWR. In addition, MCWR acquired two shopping centers from us valued at $31.9 million, for which we received cash of $25.7 million for MCWs portion. MCWR sold four shopping centers during 2005
for $34.7 million to unrelated parties with a gain of $582,910. 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 for MCWs portion. MCWR sold one shopping center during 2004 to an unrelated party for $12.8 million at a gain
of $190,559.

On June 1, 2005, Macquarie CountryWide-Regency II, LLC (MCWR II) closed on the acquisition of 100 retail shopping
centers (the First Washington Portfolio) totaling approximately 12.6 million square feet located throughout 17 states and the District of Columbia from a joint venture between CalPERS and an affiliate of First Washington Realty,
Inc. (the Sellers) pursuant to a Purchase and Sale Agreement dated February 14, 2005. The total purchase price was approximately $2.8 billion, including the assumption of approximately $68.6 million of mortgage debt and the issuance
of approximately $1.6 billion of new mortgage loans on the properties acquired. The First Washington Portfolio acquisition was accounted for as a purchase business combination by MCWR II. At December 31, 2005, MCWR II is owned 64.95% by an
affiliate of MCW, 34.95% by RCLP and 0.1% by Macquarie-Regency Management, LLC (US Manager). US Manager is owned 50% by RCLP and 50% by an affiliate of Macquarie Bank Limited. Including its share of US Manager, RCLPs effective
ownership is 35% as of December 31, 2005 and is reflected as such in the accompanying consolidated financial statements. RCLPs required equity investment in MCWR II was approximately $397 million and was paid in cash. The fair value of
the consideration paid by MCW and RCLP was used as the valuation basis for the First Washington Portfolio. The costs of the assets acquired and liabilities assumed in conjunction with the First Washington Portfolio were revalued based on their
respective fair values as of the effective date of the acquisition in accordance with SFAS No. 141, Business Combinations (Statement 141).



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##### Index to Financial Statements

Upon closing of the acquisition into the joint venture, MCWR II paid us acquisition, due diligence and
capital restructuring fees totaling $21.2 million, of which we recognized $13.8 million as fee income. We only recognized fee income on that portion of the joint venture not owned by us and as a result, recorded $7.4 million of the fee as a
reduction to our investment in MCWR II. We have the ability to earn additional acquisition fees of approximately $9.2 million (the Contingent Acquisition Fees) subject to achieving certain targeted income levels in 2006 and 2007; and
accordingly, the Contingent Acquisition Fee will only be recognized in 2006 and 2007 if earned. We will also earn recurring fees for asset and property management on a quarterly and monthly basis, respectively. To assist in the transition of the
portfolio to us, the Seller agreed to provide property management services for up to two years on approximately 50% of the portfolio which will result in lower property management fee income to us during the transition period. During 2005, MCWR II
sold one shopping center for $9.7 million to an unrelated party with a gain of $35,127. As of December 31, 2005, MCWR II owned 99 shopping centers, had total assets of $2.8 billion and a net loss of $32.3 million. Our share of MCWR IIs
total assets and net loss was $995.0 million and $11.2 million, respectively. As a result of the significant amount of depreciation and amortization expense being recorded by MCWR II in connection with the acquisition of the First Washington
Portfolio, we expect that the joint venture will continue to report a net loss in future years, but should produce positive cash flow from operations.

As of December 31, 2005, MCWR III owned one shopping center, had total assets of $12.2 million, and a net loss of $46,921 for the year ended. Our share of MCWR IIIs total assets and the net loss was $3.1
million and $11,707, respectively. The shopping center owned by MCWR III was acquired from us in December 2005 and we received cash of $4.1 million and a short-term notes receivable of $6.2 million.

Our investment in the four joint ventures with MCW totals $433.0 million and represents 12% of our total assets at December 31, 2005. Our pro-rata
share of the assets and net loss of these ventures was $1.2 billion and $9.1 million, respectively, which represents 33.2% and 6.2% of our total assets and net income available for common unit holders, respectively. On January 13, 2006, we sold
a portion of our investment in MCWR II to MCW for $113.2 million in cash and reduced our ownership interest in MCWR II from 35% to 24.95%. The proceeds from the sale were used to reduce the unsecured line of credit (the Line).

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

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

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



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##### Index to Financial Statements

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 $484.8 million, $38.3 million and $49.0 million for the years ended
December 31, 2005, 2004 and 2003, respectively. The significant increase in net cash used in investing activities of $446.5 million was primarily related to our investment in MCWR II, and an increase in the number of projects under development
as described previously.

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 from which we conduct our business. The table excludes obligations for approximately $2.7 million related to environmental remediation as discussed below under Environmental Matters as the timing of the remediation is not currently
known, and also excludes obligations related to construction contracts where payment is only due upon performance by the contractor. The following table summarizes our debt maturities including interest, (excluding recorded debt premiums that are
not obligations), and obligations under non-cancelable operating leases as of December 31, 2005 including our pro-rata share of obligations within unconsolidated joint ventures (in thousands).



|                        |  |      |         |      |         |      |         |      |         |      |         |                |           |       |          
|----------------------- |  | ---- | ------- | ---- | ------- | ---- | ------- | ---- | ------- | ---- | ------- | -------------- | --------- | ----- | ---------
|Contractual Obligations |  | 2006 |         | 2007 |         | 2008 |         | 2009 |         | 2010 |         | Beyond 5 years |           | Total
|Notes Payable:          |  |      |         |      |         |      |         |      |         |      |         |                |           |       |          
|RCLP(1)                 |  | $    | 132,462 |      | 352,874 |      | 110,145 |      | 139,630 |      | 257,361 |                | 1,201,496 |       | 2,193,968
|RCLPs share of JV      |  |      | 125,607 |      | 16,276  |      | 14,412  |      | 32,835  |      | 232,416 |                | 339,497   |       | 761,043  
|                        |  |      |         |      |         |      |        
|Operating Leases:       |  |      |         |      |         |      |         |      |         |      |         |                |           |       |          
|RCLP                    |  |      | 2,916   |      | 1,868   |      | 1,388   |      | 1,160   |      | 938     |                | 3,508     |       | 11,778   
|RCLPs share of JV      |  |      |        |      |        |      |        |      |        |      |        |                |          |       |         
|                        |  |      |         |      |         |      |        
|Ground Leases:          |  |      |         |      |         |      |         |      |         |      |         |                |           |       |          
|RCLP                    |  |      | 190     |      | 190     |      | 190     |      | 190     |      | 199     |                | 2,616     |       | 3,575    
|RCLPs share of JV      |  |      | 309     |      | 309     |      | 309     |      | 309     |      | 318     |                | 16,359    |       | 17,913   
|                        |  |      |         |      |         |      |         |      |         |      |         |                |           |       |          
|Total                   |  | $    | 261,484 |      | 371,517 |      | 126,444 |      | 174,124 |      | 491,232 |                | 1,563,476 |       | 2,988,277
|                        |  |      |         |      |         |      |         |      |         |      |         |                |           |       |          

---

|(1) | Amounts include interest payments based on contractual terms and current interest rates for variable rate debt.
|--- | ---------------------------------------------------------------------------------------------------------------

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



|                             |  |      |           |      |          
|---------------------------- |  | ---- | --------- | ---- | ---------
|                             |  | 2005 |           | 2004
|Notes Payable:               |  |      |           |      |          
|Fixed rate mortgage loans    |  | $    | 175,403   |      | 275,726  
|Variable rate mortgage loans |  |      | 77,906    |      | 68,418   
|Fixed rate unsecured loans   |  |      | 1,198,633 |      | 948,946  
|                             |  |      |           |      |          
|Total notes payable          |  |      | 1,451,942 |      | 1,293,090
|Unsecured line of credit     |  |      | 162,000   |      | 200,000  
|                             |  |      |           |      |          
|Total                        |  | $    | 1,613,942 |      | 1,493,090
|                             |  |      |           |      |          



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##### Index to Financial Statements

Mortgage loans are secured and may be prepaid, but could be subject to yield maintenance premiums.
Mortgage loans are generally due in monthly installments of interest and principal, and mature over various terms through 2017. Variable interest rates on mortgage loans are currently based on LIBOR, plus a spread in a range of 90 to 150 basis
points. Fixed interest rates on mortgage loans range from 5.22% to 8.95% and average 6.61%.

We have an unsecured revolving line of credit
(the Line) with a commitment of $500 million, and the right to expand the Line by an additional $150 million subject to additional lender syndication. The balance of the Line on December 31, 2005 was $162.0 million. Contractual
interest rates on the Line, which are based on LIBOR plus .75%, were 5.125% and 3.1875% at December 31, 2005 and 2004, respectively. The spread that we pay on the Line is dependent upon maintaining specific investment-grade ratings. We are also
required to comply, and are in compliance, with certain financial covenants such as Minimum Net Worth, Total Liabilities to Gross Asset Value (GAV), Secured Indebtedness to GAV and other covenants customary with this type of unsecured
financing. The Line is used primarily to finance the development and acquisition of real estate, but is also available for general working-capital purposes.

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

The combined
borrowings under the Line of $122 million and the $275 million Bridge Loan provided the funding of our $397 million equity investment in MCWR II. On July 18, 2005, we issued $350 million of unsecured notes, the proceeds of which were used to
reduce the Bridge Loan by $180 million to $95 million and reduce the Line by approximately $170 million. The notes bear interest at 5.25% and mature August 1, 2015. On August 1, 2005, we received proceeds of approximately $175.5 million
from the sale of common shares, as further described below, which were used to repay the Bridge Loan in full, further reduce the balance of the Line and redeem the Series E Preferred Units.

As of December 31, 2005, scheduled principal repayments on notes payable and the Line were as follows (in thousands):



|                           |  |                            |        |                     |           |               |          
|-------------------------- |  | -------------------------- | ------ | ------------------- | --------- | ------------- | ---------
|Scheduled Payments by Year |  | ScheduledPrincipalPayments |        | Term LoanMaturities |           | TotalPayments
|2006                       |  |                            | 4,065  |                     | 28,043    |               | 32,108   
|2007 (includes the Line)   |  |                            | 3,577  |                     | 256,401   |               | 259,978  
|2008                       |  |                            | 3,429  |                     | 19,617    |               | 23,046   
|2009                       |  |                            | 3,436  |                     | 53,088    |               | 56,524   
|2010                       |  |                            | 3,281  |                     | 177,188   |               | 180,469  
|Beyond 5 Years             |  |                            | 11,978 |                     | 1,047,167 |               | 1,059,145
|Unamortized debt premiums  |  |                            |       |                     | 2,672     |               | 2,672    
|                           |  |                            |        |                     |           |               |          
|Total                      |  | $                          | 29,766 |                     | 1,584,176 |               | 1,613,942
|                           |  |                            |        |                     |           |               |          

Our investments in real estate partnerships had notes and mortgage loans payable of $2.4 billion
at December 31, 2005, which mature through 2028. Our proportionate share of these loans was $764.2 million, of which 82.6% had average fixed interest rates of 5.08% and the remaining had variable interest rates based on LIBOR plus a spread in a
range of 75 to 100 basis points. The loans are primarily non-recourse, but for those that are guaranteed by a joint venture, our liability does not extend beyond our ownership percentage of the joint venture.



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##### Index to Financial Statements

We are exposed to capital market risk such as changes in interest rates. In order to manage the
volatility related to interest-rate risk, we originate new debt with fixed interest rates, or we consider entering into interest-rate hedging arrangements. We do not utilize derivative financial instruments for trading or speculative purposes. We
account for derivative instruments under Statement of Financial Accounting Standards SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities as amended (Statement 133). On April 1, 2005, we
entered into three forward-starting interest rate swaps of approximately $65.6 million each, with fixed rates of 5.029%, 5.05% and 5.05%. We designated the $196.7 million swaps as cash flow hedges to fix the rate on unsecured notes issued during
July 2005, the proceeds of which were used to reduce the Line. As described above, we issued $350 million of unsecured notes priced to yield 5.25%. On July 13, 2005, we settled the swaps with a payment to the counter-parties for $7.3 million,
which is recorded in other comprehensive loss in our consolidated balance sheets and statements of changes in partners capital and comprehensive income (loss). The swap settlement is being amortized to interest expense as interest is incurred
on the $350 million of ten-year unsecured notes sold July 18, 2005. The effective interest rate on the notes including the amortization of the swap settlement amount is 5.48%.

At December 31, 2005, 85.1% of our total debt had fixed interest rates, compared with 82.0% at December 31, 2004. We intend to limit the
percentage of variable interest-rate debt to be no more than 30% of total debt, which we believe to be an acceptable risk. At December 31, 2005, our variable rate debt represented 14.9% of our total debt. Based upon the variable interest-rate
debt outstanding at December 31, 2005, if variable interest rates were to increase by 1%, our annual interest expense would increase by $2.4 million.

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 2005.

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 issue Preferred Units primarily to institutional investors in private placements. Generally, the Preferred Units may be exchanged by the
holders for Cumulative Redeemable Preferred Stock at an exchange rate of one share for one unit. The Preferred Units and the related Preferred Stock are not convertible into Regency common stock. At December 31, 2005 and 2004, the face value of
total Preferred Units issued was $50 million and $104 million, respectively with a weighted average fixed distribution rate of 7.45% and 8.13%, respectively. As of December 31, 2005, only Series D Preferred Units remained outstanding. These
Units may be called by us in 2009, have no stated maturity or mandatory redemption, and pay a cumulative, quarterly dividend of 7.45%. Included in the Series D Preferred Units are original issuance costs of $842,023 that will be expensed when they
are redeemed in the future.

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



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##### Index to Financial Statements

Preferred Units of General Partner and Regency Preferred Stock

At December 31, 2005 we had three series of Preferred stock outstanding, two of which underlie depositary shares held by the public. The depositary
shares each represent 1/10thof a share of the underlying preferred stock and have a liquidation preference of $25
per depository share. In 2003, we issued 7.45% Series 3 Cumulative Redeemable Preferred Stock underlying 3 million depositary shares. In 2004, we issued 7.25% Series 4 Cumulative Redeemable preferred stock underlying 5 million depositary
shares. On August 2, 2005, we issued 3 million shares, or $75 million of 6.70% Series 5 Preferred Stock, with a liquidation preference of $25 per share, the proceeds of which were used to reduce the balance of the Line. All series of
Preferred Stock are perpetual, are not convertible into common stock of the Company and are redeemable at par upon our election five years after the issuance date. The terms of the Preferred Stock do not contain any unconditional obligations that
would require us to redeem the securities at any time or for any purpose.

Common Stock

On April 5, 2005, Regency entered into the Forward Sale Agreement to sell 4,312,500 shares of its common stock at $46.60 per share to Citigroup in
connection with the acquisition of the First Washington Portfolio described above. On August 1, 2005, Regency completed the sale of 3,782,500 shares and received proceeds of approximately $175.5 million. On September 7, 2005, Regency
completed the sale of the remaining 530,000 shares and received proceeds of approximately $24.4 million. The proceeds were used to redeem the Series E and F Preferred Units, repay the Bridge Loan, and reduce the Line.

In summary, net cash provided by financing activities was $223.8 million for the year ended December 31, 2005 and net cash used in financing
activities was $80.1 million and $158.2 million for the years ended December 31, 2004 and 2003, respectively. The significant increase in net cash provided by financing activities was primarily related to a net increase in outstanding debt of
$120.9 million and the $200 million Forward Sale Agreement described above.

Critical Accounting Policies and Estimates

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

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

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



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##### Index to Financial Statements

Capitalization of Costs - We have an investment services group with an established infrastructure that
supports the due diligence, land acquisition, construction, leasing and accounting of our development properties. All direct costs related to these activities are capitalized. Included in these costs are interest and real estate taxes incurred
during construction, as well as estimates for the portion of internal costs that are incremental and deemed directly or indirectly related to our development activity. If future accounting standards limit the amount of internal costs that may be
capitalized, or if our development activity were to decline significantly without a proportionate decrease in internal costs, we could incur a significant increase in our operating expenses.

Real Estate Acquisitions - Upon acquisition of operating real estate properties, we estimate the fair value of acquired tangible assets (consisting of
land, building and improvements), and identified intangible assets and liabilities (consisting of above- and below-market leases, in-place leases and tenant relationships) and assumed debt in accordance with Statement 141. Based on these estimates,
we allocate the purchase price to the applicable assets and liabilities. We utilize methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. We evaluate the useful lives of amortizable
intangible assets each reporting period and account for any changes in estimated useful lives over the revised remaining useful life.

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

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



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##### Index to Financial Statements

Investments in Real Estate Joint Ventures  In addition to owning real estate directly, we invest in
real estate through our co-investment joint ventures. Joint venturing provides us with a capital source to acquire real estate, and to earn our pro-rata share of the net income from the joint ventures in addition to fees for services. As asset and
property manager, we conduct the business of the shopping centers held in the joint ventures in the same way that we conduct the business of our wholly-owned shopping centers; therefore, the Critical Accounting Policies as described are also
applicable to our investments in the joint ventures and the fees that we earn. We account for all investments in which we own 50% or less and do not have a controlling financial interest using the equity method. We have determined that these
investments are not variable interest entities, and therefore, are subject to the voting interest model in determining our basis of accounting. Major decisions, including property acquisitions and dispositions, financings, annual budgets and
dissolution of the ventures are subject to the approval of all partners.

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

Recent Accounting Pronouncements

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

In June 2005, the
FASB ratified the EITFs consensus on Issue No. 04-5 Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.
This consensus establishes the presumption that general partners in a limited partnership control that limited partnership regardless of the extent of the general partners ownership interest in the limited partnership. The consensus further
establishes that the rights of the limited partners can overcome the presumption of control by the general partners, if the limited partners have either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise
remove the general partners without cause or (b) substantive participating rights. Whether the presumption of control is overcome is a matter of judgment based on the facts and circumstances, for which the consensus provides additional
guidance. This consensus is currently applicable to us for new partnerships created in 2005, and will be applicable to all partnerships beginning January 1, 2006. This consensus applies to limited partnerships or similar entities, such as
limited liability companies that have governing provisions that are the functional equivalent of a limited partnership. We have applied EITF Issue No. 04-5 to our joint ventures and concluded that it does not require the consolidation of
additional entities.

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



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##### Index to Financial Statements

In March 2005 the FASB issued FIN 47, Accounting for Asset Retirement Obligations (as amended). FIN 47
clarifies that the term conditional asset retirement obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and (or)
method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing and (or) method
of settlement. Thus, the timing and (or) method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the
liability can be reasonably estimated. FIN 47 is effective for fiscal years ending after December 15, 2005. We are not currently aware of any asset retirement obligations beyond those currently recorded in the consolidated balance sheets which
would have a material effect on our financial condition.

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

Prior to 2005,
we followed the provisions of SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure (Statement 148), which provided alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In addition, Statement 148 amended the disclosure requirements of 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, we previously followed the accounting guidelines pursuant to Opinion 25, for stock-based compensation and furnished the pro-forma disclosures as required under Statement
148. During 2004 and 2003, we accounted for share-based payments to employees using Opinion 25s intrinsic value method and recognized no compensation cost for employee stock options.

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

Results from Operations

Comparison of the years ended December 31, 2005 to 2004

At December 31, 2005, on a Combined Basis, we were operating or developing 393 shopping centers, as compared to 291 shopping centers at the end of
2004. We identify our shopping centers as either development properties or stabilized properties. Development properties are defined as properties that are in the construction or initial lease-up process and have not reached their initial full
occupancy (reaching full occupancy generally means achieving at least 93% leased and rent paying on newly constructed or renovated GLA). At December 31, 2005, on a Combined Basis, we were developing 31 properties, as compared to 34 properties
at the end of 2004.



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##### Index to Financial Statements

Our revenues increased by $23.1 million, or 6%, to $394.0 million in 2005. As a result of MCWR II
acquiring the First Washington Portfolio on June 1, 2005, we recorded $13.8 million in fees related to acquisition, due diligence and capital restructuring services that we provided to MCWR II. MCWR II paid us approximately $21.2 million for
these services, however, as previously discussed, the amount recognized as fee income includes only that portion of fees paid by the venture not owned by us.

The increase in revenues was also related to changes in occupancy in the portfolio of stabilized and development properties, growth in re-leasing rental rates and revenues from new developments commencing operations
in the current year. In addition to collecting minimum rent from our tenants for the GLA that they lease from us, we also collect percentage rent based upon tenant sales. Tenants are also responsible for reimbursing us for their pro-rata share of
the expenses associated with operating our shopping centers. In 2005, our minimum rent increased by $14.1 million, or 5%, and our recoveries from tenants increased $4.3 million, or 6%. Percentage rent was $4.4 million in 2005, compared with $3.8
million in 2004.

The equity in income of real estate partnerships declined $13.1 million to a loss of $2.9 million in 2005. The loss was a
result of the significant amount of depreciation and amortization expense being recorded by MCWR II since the acquisition of the First Washington Portfolio on June 1, 2005. Excluding the depreciation and amortization, MCWR II produced positive
cash flow from operations during the period.

Our operating expenses increased by $10.3 million, or 5%, to $213.5 million in 2005 related
to increased operating and maintenance costs, general and administrative costs and depreciation expense, as further described below.

Our
combined operating, maintenance, and real estate taxes increased by $3.7 million, or 4%, for the year ended December 31, 2005 to $92.3 million. This increase was primarily due to shopping center developments that recently began operating; and
therefore, did not incur operating expenses for a full comparable 12 months in the previous year. During the 2005 hurricane season, we did not incur any significant damages to our shopping centers.

Our general and administrative expenses increased $7.5 million to $37.8 million during 2005. The increase is related to additional salary costs for new
employees necessary to manage the First Washington Portfolio under a property management agreement with MCWR II and higher stock based compensation expenses associated with the early adoption of Statement 123(R), which requires the expensing of
stock options. During 2005, we recorded compensation expense associated with Regency stock options of $1.4 million.

Our depreciation and
amortization expense increased $4.3 million to $80.7 million in 2005 primarily related to new development properties placed in service in the current year that had no operations during the comparable prior year period.

Our net interest expense increased $7.7 million to $87.4 million in 2005 from $79.7 million in 2004 primarily related to the financing of our investment
in MCWR II. On June 1, 2005 we borrowed $275 million on the Bridge Loan and $122 million on the Line to fund our investment. During July and August, we repaid the Bridge Loan and reduced the Line using a portion of the proceeds from the $200
million Forward Sale Agreement, a $75 million preferred stock offering and the issuance of $350 million of 5.48% fixed rate debt. Average interest rates on our outstanding debt increased to 6.34% at December 31, 2005 compared to 6.24% at
December 31, 2004. Our weighted average outstanding debt at December 31, 2005 was $1.6 billion compared to $1.5 billion at December 31, 2004.

Gains from the sale of operating properties and properties in development during 2005 includes $8.7 million in gains from the sale of 26 out-parcels for proceeds of $29.0 million and $10.3 million in



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##### Index to Financial Statements

gains related to the sale of three development properties and one operating property. In 2004, the gains from the sale of
operating and development properties included $18.9 million from the sale of 41 out-parcels for proceeds of $60.4 million and $20.5 million in gains from shopping centers sold. These gains are included in continuing operations rather than
discontinued operations because they were either properties that had no operating income, or they were properties sold to joint ventures where we have continuing involvement through our equity investment.

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 2005 and 2004 we established provisions for loss of $550,000 and $810,000 respectively, to
adjust operating properties to their estimated fair values.

Income from discontinued operations was $62.8 million in 2005 related to 14
properties sold to unrelated parties for net proceeds of $175.2 million and four properties classified as held-for-sale. Income from discontinued operations was $32.5 million in 2004 related to the operations of shopping centers sold or classified
as held-for-sale in 2005 as well as 2004. In compliance with Statement 144, if we sell an asset in the current year, we are required to reclassify its operating income into discontinued operations for all prior periods. This practice results in a
reclassification of amounts previously reported as continuing operations into discontinued operations. Our income from discontinued operations is shown net of income taxes totaling $3.6 million and $2.3 million for the years ended December 31,
2005 and 2004, respectively.

Preferred units distributions declined $3.6 million to $24.8 million in 2005 as a result of redemptions of
preferred units offset by the issuance of Series 4 and 5 preferred units.

Net income for common unit holders increased $18.9 million to
$149.2 million in 2005 as compared with $130.3 million in 2004. Diluted earnings per unit were $2.23 in 2005, compared with $2.08 in 2004, or 7% higher, a result of the increase in net income and an increase in weighted average common units
associated with Regencys Forward Sale Agreement discussed above.

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, and we were developing 34 properties at the end of 2004, as compared to 36 properties at the end of 2003.

Our revenues increased by $25.0 million, or 7%, to $370.9 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. In 2004, our minimum rent increased by $18.2 million, or 7%, and our recoveries from tenants increased $4.2 million, or 6%. Percentage rent was $3.8 million in
2004, compared with $4.3 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 $21.9 million, or 12%, to $203.2 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 $5.0 million, or 6%, during 2004 to $88.6 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. During 2004, three hurricanes affected 42 of our shopping centers in Florida and
our repair costs related to the hurricanes were approximately $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 necessary to properly manage our real estate portfolio and costs related to implementing new regulations for public companies imposed by the Sarbanes-Oxley Act.

Our depreciation and amortization expense increased $7.8 million during 2004 primarily related to shopping centers acquired during the year and new
development properties placed in service during 2004.

Our net interest expense decreased to $79.7 million in 2004 from $82.3 million in
2003. Average interest rates on our outstanding debt declined to 6.24% at December 31, 2004, compared with 6.49% 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 weighted average outstanding debt during 2004 was $1.5 billion, compared with $1.4 billion in 2003.

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.

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 $32.5 million in 2004 as compared to $33.1 million in 2003. Discontinued operations pertain to
properties either held-for-sale or properties sold to third parties that had operations during the period. Our income from discontinued operations is shown net of income taxes totaling $2.3 million and $560,402 for the years ended December 31,
2004 and 2003, respectively.

Preferred unit distributions declined $5.5 million to $28.5 million in 2004 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 associated with the $67 million common stock offering completed by Regency in August 2004.

Environmental Matters

We are subject to numerous environmental laws and regulations as they apply to our shopping centers
pertaining to chemicals used by the dry cleaning industry, the existence of asbestos in older shopping centers, and underground petroleum storage tanks (USTs). We believe that the tenants who currently operate dry cleaning plants or gas
stations do so in accordance with current laws and regulations. Generally, we use all legal means to cause tenants to remove dry cleaning plants from our shopping centers or convert them to non-chlorinated solvent systems. Where available, we have
applied and been accepted into state-sponsored environmental programs. We have a blanket environmental insurance policy that covers us against third-party liabilities and remediation costs on shopping centers



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##### Index to Financial Statements

that currently have no known environmental contamination. We have also placed environmental insurance, where possible, on
specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to
remediate certain sites and we are in the process of doing so. We estimate the cost associated with these legal obligations to be approximately $2.7 million. We believe that the ultimate disposition of currently known environmental matters will not
have a material affect on RCLPs financial position, liquidity, or operations; however, we can give no assurance that existing environmental studies with respect to our shopping centers have revealed all potential environmental liabilities;
that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of
nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Inflation

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



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

Our interest-rate risk is monitored using a variety of
techniques. The table below presents the principal cash flows (in thousands), weighted average interest rates of remaining debt, and the fair value of total debt (in thousands) as of December 31, 2005, by year of expected maturity to evaluate
the expected cash flows and sensitivity to interest-rate changes.



|                                                 |  |      |        |   |      |         |   |      |        |   |      |        |   |      |         |   |            |           |   |       |           |            |          
|------------------------------------------------ |  | ---- | ------ | - | ---- | ------- | - | ---- | ------ | - | ---- | ------ | - | ---- | ------- | - | ---------- | --------- | - | ----- | --------- | ---------- | ---------
|                                                 |  | 2006 |        |   | 2007 |         |   | 2008 |        |   | 2009 |        |   | 2010 |         |   | Thereafter |           |   | Total |           | Fair Value
|Fixed rate debt                                  |  | $    | 25,140 |   |      | 27,040  |   |      | 23,046 |   |      | 56,524 |   |      | 180,469 |   |            | 1,059,145 |   |       | 1,371,364 |            | 1,400,148
|Average interest rate for all fixed rate debt    |  |      | 6.68   | % |      | 6.65    | % |      | 6.65   | % |      | 6.59   | % |      | 6.29    | % |            | 5.79      | % |       |           |            |          
|                                                 |  |      |        |   |      |         |   |     
|Variable rate LIBOR debt                         |  | $    | 6,968  |   |      | 232,938 |   |      |       |   |      |       |   |      |        |   |            |          |   |       | 239,906   |            | 239,906  
|Average interest rate for all variable rate debt |  |      | 4.12   | % |      | 4.12    | % |      |       |   |      |       |   |      |        |   |            |          |   |       |           |            |          

As the table incorporates only those exposures that exist as of December 31, 2005, it does
not consider those exposures or positions that could arise after that date. Moreover, because firm commitments are not presented in the table above, the information presented above has limited predictive value. As a result, our ultimate realized
gain or loss with respect to interest-rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.

Item 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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Item 9A. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of Regencys, (our General Partner), management, including its 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 have been no changes in the Partnerships internal controls over financial reporting identified in connection with this evaluation that occurred during the fourth quarter of 2005 and that have materially affected, or are
reasonably likely to materially affect, the Partnerships internal controls over financial reporting.

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, 2005.

KPMG LLP, an independent registered public accounting firm, has issued an attestation 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 system of internal control over
financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. 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 and 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.

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 2006 Annual
Meeting of Stockholders.

Information regarding executive officers is included in Part I of this Form 10-K as permitted by
General Instruction G(3).

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 2006 Annual Meeting of Stockholders.

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 2006 Annual Meeting of Stockholders.



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Code of Ethics. We have adopted a code of ethics applicable to Regencys Board of Directors,
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 2006 Annual Meeting of Stockholders.

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

Equity Compensation Plan Information



|                                                           |  |                                                                                              |  |                                                                             |       |                                                                                                                                              |       |    
|---------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---
|                                                           |  | (a)                                                                                          |  | (b)                                                                         |       | (c)                                                                                                                                          |      
|Plan Category                                              |  | Number ofRegencysecurities to beissued uponexercise ofoutstandingoptions, warrantsand
rights |  | Weighted-averageexercise price
ofoutstanding options,warrants and rights(1) |       | Number of Regencysecurities remainingavailable for futureissuance under equitycompensation
plans(excluding securitiesreflected in column(a)) |      
|Equity compensation plans approved by security holders     |  | 2,024,900                                                                                    |  | $                                                                           | 45.88 |                                                                                                                                              |       | (2)
|Equity compensation plans not approved by security holders |  | N/A                                                                                          |  |                                                                             | N/A   |                                                                                                                                              | 7,388 |    
|                                                           |  |                                                                                              |  |                                                                             |       |                                                                                                                                              |       |    
|Total                                                      |  | 2,024,900                                                                                    |  | $                                                                           | 45.88 |                                                                                                                                              | 7,388 |    
|                                                           |  |                                                                                              |  |                                                                             |       |                                                                                                                                              |       |    

---

|(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 stockholders 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 2.75 million shares, of which 1.4 million shares were available at December 31, 2005 for future issuance.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our Stock Grant Plan for non-key employees, while terminated in January 2006, was the only equity compensation plan in effect at year end 2005 that
Regencys stockholders had 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 received $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 were reserved for issuance under this Plan, of which 7,388 shares were available at December 31, 2005 for future issuance. In January 2006, we amended our Long-Term Omnibus Plan to allow similar anniversary stock
bonuses to employees who are not otherwise eligible to receive awards under that Plan.

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 2006 Annual Meeting
of Stockholders.



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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 2006 Annual Meeting of Stockholders.

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 2006 Annual Meeting of Stockholders.



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PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



| | (a) | Financial Statements and Financial Statement Schedules:
| | --- | -------------------------------------------------------

Regency Centers, L.P. 2005 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
|-- | ------------------------------------



| | (a) | Restated Certificate of Limited Partnership of Regency Centers, L.P. (incorporated by reference to Exhibit 3(ii) to Regency Centers, L.P.s Form 10-K filed March 15, 2004).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | 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).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | Amendment to Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. relating to 6.70% Series 5 Cumulative Redeemable Preferred Units, effective as of
July 28, 2005 (incorporated by reference to Exhibit 3.3 to Regency Centers Corporation Form 8-K filed August 1, 2005).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | (a)    See Exhibit 3(b) 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).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | Indenture dated July 18, 2005 between Regency Centers, L.P., the guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by referenced to Exhibit
4.1 of Form S-4 of Regency Centers, L.P. filed August 5, 2005, No. 333-127274).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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 Regency Centers Corporation Form 10-Q filed May 10, 2004).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | First Amendment dated as of March 28, 2005 to Amended and Restated Credit Agreement by and among Regency Centers, L.P., as Borrower, Regency Centers Corporation, each of the Lenders
signatory thereto, and Wells Fargo Bank, National Association, as Agent (incorporated by reference to Exhibit 10.1 to Regency Centers Corporation Form 8-K filed April 1, 2005).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Credit Agreement dated as of June 1, 2005 by and among Regency Centers, L.P., Regency Centers Corporation, each of the Lenders signatory thereto, and Wells Fargo
Bank, National Association as
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



54



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##### Index to Financial Statements

| | Agent (incorporated by reference to Exhibit 10.2 to Form 10-Q of Regency Centers Corporation filed August 8, 2005).
| | -------------------------------------------------------------------------------------------------------------------



| | (c) | Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of June 1, 2005 by and among Regency Centers, L.P., Macquarie CountryWide
(US) No. 2 LLC, Macquarie-Regency Management, LLC, Macquarie CountryWide (US) No. 2 Corporation and Macquarie CountryWide Management Limited (incorporated by reference to Exhibit 10.3 to Form 10-Q of Regency Centers Corporation filed August 8,
2005).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|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.
|---- | ------------------------------------------------------



55



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##### 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 Partner                            
|              |  | 
|March 9, 2006 |  |  |  | /s/ Martin E. Stein, Jr.
|              |  |  |  |                          |  | Martin E. Stein, Jr., Chairman of the Board and Chief Executive Officer

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 9, 2006 |  |  |  | /s/ Martin E. Stein, Jr.                                                                               
|              |  |  |  | Martin E. Stein, Jr., Chairman of the Board and Chief Executive Officer                                
|              |  | 
|March 9, 2006 |  |  |  | /s/ Mary Lou Fiala                                                                                     
|              |  |  |  | Mary Lou Fiala, President, Chief Operating Officer and Director                                        
|              |  | 
|March 9, 2006 |  |  |  | /s/ Bruce M. Johnson                                                                                   
|              |  |  |  | Bruce M. Johnson, Managing Director, Chief Financial Officer (Principal Financial Officer) and Director
|              |  | 
|March 9, 2006 |  |  |  | /s/ J. Christian Leavitt                                                                               
|              |  |  |  | J. Christian Leavitt, Senior Vice President, Secretary and Treasurer (Principal Accounting Officer)    
|              |  | 
|March 9, 2006 |  |  |  | /s/ Raymond L. Bank                                                                                    
|              |  |  |  | Raymond L. Bank, Director                                                                              
|              |  | 
|March 9, 2006 |  |  |  | /s/ C. Ronald Blankenship                                                                              
|              |  |  |  | C. Ronald Blankenship, Director                                                                        
|              |  | 
|March 9, 2006 |  |  |  | /s/ A. R. Carpenter                                                                                    
|              |  |  |  | A. R. Carpenter, Director                                                                              
|              |  | 
|March 9, 2006 |  |  |  | /s/ J. Dix Druce                                                                                       
|              |  |  |  | J. Dix Druce, Director                                                                                 



56



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##### Index to Financial Statements

SIGNATURES

(continued)

|              |  |  |  |                             
|------------- |  |  |  | ----------------------------
|              |  | 
|March 9, 2006 |  |  |  | /s/ Douglas S. Luke         
|              |  |  |  | Douglas S. Luke, Director   
|              |  | 
|March 9, 2006 |  |  |  | /s/ John C. Schweitzer      
|              |  |  |  | John C. Schweitzer, Director
|              |  | 
|March 9, 2006 |  |  |  | /s/ Thomas G. Wattles       
|              |  |  |  | Thomas G. Wattles, Director 
|              |  | 
|March 9, 2006 |  |  |  | /s/ Terry N. Worrell        
|              |  |  |  | Terry N. Worrell, Director  



57



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##### 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, 2005 and 2004                                                                                 |  | F-5 
|Consolidated Statements of Operations for the years ended December 31, 2005, 2004 and 2003                                                   |  | F-6 
|Consolidated Statements of Changes in Partners Capital and Comprehensive Income (Loss) for the years ended December 31, 2005, 2004 and 2003 |  | F-7 
|Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003                                                   |  | 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, 2005                                   |  | 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, 2005 and 2004, 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, 2005. 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, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005, 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, present 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, 2005, 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 9, 2006 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 9, 2006

Certified Public Accountants



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 Annual Report on
Internal Control Over Financial Reporting, that Regency Centers, L.P. maintained effective internal control over financial reporting as of December 31, 2005, 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 Company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 company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 company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 company; (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 company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company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,
2005, 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, 2005, based on criteria established in Internal



F-3



---

##### Table of Contents

##### Index to Financial Statements

ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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, 2005 and 2004, 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, 2005, and related financial statement schedule and our report dated March 9, 2006 expressed an unqualified opinion on those consolidated financial statements and related financial statement schedule.

/s/ KPMG LLP

Jacksonville, Florida

March 9, 2006

Certified Public Accountants



F-4



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

December 31, 2005 and 2004

(in
thousands, except unit data)



|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | --------- | -
|                                                                                                                                                                                                                                                                                                                                 |  | 2005 |           |   | 2004 |          
|Assets                                                                                                                                                                                                                                                                                                                           |  |      |           |   |      |           |  
|Real estate investments at cost (notes 2, 4 and 12):                                                                                                                                                                                                                                                                             |  |      |           |   |      |           |  
|Land                                                                                                                                                                                                                                                                                                                             |  | $    | 853,275   |   |      | 806,207   |  
|Buildings and improvements                                                                                                                                                                                                                                                                                                       |  |      | 1,926,297 |   |      | 1,915,655 |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|                                                                                                                                                                                                                                                                                                                                 |  |      | 2,779,572 |   |      | 2,721,862 |  
|Less: accumulated depreciation                                                                                                                                                                                                                                                                                                   |  |      | 380,613   |   |      | 338,609   |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|                                                                                                                                                                                                                                                                                                                                 |  |      | 2,398,959 |   |      | 2,383,253 |  
|Properties in development                                                                                                                                                                                                                                                                                                        |  |      | 413,677   |   |      | 426,216   |  
|Operating properties held for sale                                                                                                                                                                                                                                                                                               |  |      | 36,567    |   |      | 4,916     |  
|Investments in real estate partnerships (note 4)                                                                                                                                                                                                                                                                                 |  |      | 545,617   |   |      | 179,677   |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|Net real estate investments                                                                                                                                                                                                                                                                                                      |  |      | 3,394,820 |   |      | 2,994,062 |  
|                                                                                                                                                                                                                                                                                                                                 |  |     
|Cash and cash equivalents                                                                                                                                                                                                                                                                                                        |  |      | 42,458    |   |      | 95,320    |  
|Notes receivable (note 5)                                                                                                                                                                                                                                                                                                        |  |      | 46,473    |   |      | 25,646    |  
|Tenant receivables, net of allowance for uncollectible accounts of $3,849 and $3,393 at December 31, 2005 and 2004,
respectively                                                                                                                                                                                                 |  |      | 56,878    |   |      | 60,911    |  
|Deferred costs, less accumulated amortization of $31,846 and $25,735 at December 31, 2005 and 2004, respectively                                                                                                                                                                                                                 |  |      | 41,657    |   |      | 41,002    |  
|Acquired lease intangible assets, less accumulated amortization of $6,593 and $2,602 at December 31, 2005 and 2004, respectively (note
6)                                                                                                                                                                                        |  |      | 10,182    |   |      | 14,172    |  
|Other assets                                                                                                                                                                                                                                                                                                                     |  |      | 23,747    |   |      | 12,711    |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|                                                                                                                                                                                                                                                                                                                                 |  | $    | 3,616,215 |   |      | 3,243,824 |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|Liabilities and Partners Capital                                                                                                                                                                                                                                                                                                |  |      |           |   |      |           |  
|Liabilities:                                                                                                                                                                                                                                                                                                                     |  |      |           |   |      |           |  
|Notes payable (note 7)                                                                                                                                                                                                                                                                                                           |  |      | 1,451,942 |   |      | 1,293,090 |  
|Unsecured line of credit (note 7)                                                                                                                                                                                                                                                                                                |  |      | 162,000   |   |      | 200,000   |  
|Accounts payable and other liabilities                                                                                                                                                                                                                                                                                           |  |      | 110,800   |   |      | 102,443   |  
|Acquired lease intangible liabilities, net (note 6)                                                                                                                                                                                                                                                                              |  |      | 4,207     |   |      | 5,161     |  
|Tenants security and escrow deposits                                                                                                                                                                                                                                                                                            |  |      | 10,276    |   |      | 10,049    |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|Total liabilities                                                                                                                                                                                                                                                                                                                |  |      | 1,739,225 |   |      | 1,610,743 |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|Limited partners interest in consolidated partnerships                                                                                                                                                                                                                                                                          |  |      | 11,088    |   |      | 1,827     |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|Partners Capital (notes 8, 9, 10 and 11):                                                                                                                                                                                                                                                                                       |  |      |           |   |      |           |  
|Series D preferred units, par value $100: 500,000 units issued and outstanding at December 31, 2005 and 2004                                                                                                                                                                                                                     |  |      | 49,158    |   |      | 49,158    |  
|Series E preferred units, par value $100: 700,000 units issued, 300,000 units outstanding at December 31, 2004                                                                                                                                                                                                                   |  |      |          |   |      | 29,238    |  
|Series F preferred units, par value $100: 240,000 units issued and outstanding at December 31, 2004                                                                                                                                                                                                                              |  |      |          |   |      | 23,366    |  
|Preferred units of general partner, $.01 par value per unit, 30,000,000 units authorized; 3,000,000 and 800,000 units issued and outstanding
at December 31, 2005 with liquidation preferences of $25 and $250 per unit, respectively; 800,000 units issued and outstanding at December 31, 2004, liquidation preference of $250 |  |      | 275,000   |   |      | 200,000   |  
|General partner; 67,966,343 and 62,808,979 units outstanding at December 31, 2005 and 2004, respectively                                                                                                                                                                                                                         |  |      | 1,525,517 |   |      | 1,320,852 |  
|Limited partners; 1,252,140 and 1,488,364 units outstanding at December 31, 2005 and 2004, respectively                                                                                                                                                                                                                          |  |      | 27,919    |   |      | 30,775    |  
|Restricted stock deferred compensation                                                                                                                                                                                                                                                                                           |  |      |          |   |      | (16,844   | )
|Accumulated other comprehensive loss                                                                                                                                                                                                                                                                                             |  |      | (11,692   | ) |      | (5,291    | )
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|Total partners capital                                                                                                                                                                                                                                                                                                          |  |      | 1,865,902 |   |      | 1,631,254 |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  
|Commitments and contingencies (notes 12 and 13)                                                                                                                                                                                                                                                                                  |  |      |           |   |      |           |  
|                                                                                                                                                                                                                                                                                                                                 |  | $    | 3,616,215 |   |      | 3,243,824 |  
|                                                                                                                                                                                                                                                                                                                                 |  |      |           |   |      |           |  

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, 2005, 2004 and 2003

(in thousands, except per unit data)



|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|---------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | ------- | - | ---- | ------- | -
|                                                                                                           |  | 2005 |         |   | 2004 |         |   | 2003 |        
|Revenues:                                                                                                  |  |      |         |   |      |         |   |      |         |  
|Minimum rent (note 12)                                                                                     |  | $    | 283,626 |   |      | 269,553 |   |      | 251,384 |  
|Percentage rent                                                                                            |  |      | 4,353   |   |      | 3,819   |   |      | 4,342   |  
|Recoveries from tenants                                                                                    |  |      | 80,948  |   |      | 76,681  |   |      | 72,486  |  
|Management, acquisition and other fees                                                                     |  |      | 28,019  |   |      | 10,663  |   |      | 6,419   |  
|Equity in (loss) income of investments in real estate partnerships                                         |  |      | (2,908  | ) |      | 10,194  |   |      | 11,276  |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Total revenues                                                                                             |  |      | 394,038 |   |      | 370,910 |   |      | 345,907 |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Operating expenses:                                                                                        |  |      |         |   |      |         |   |      |         |  
|Depreciation and amortization                                                                              |  |      | 80,653  |   |      | 76,309  |   |      | 68,519  |  
|Operating and maintenance                                                                                  |  |      | 51,709  |   |      | 50,361  |   |      | 47,963  |  
|General and administrative                                                                                 |  |      | 37,815  |   |      | 30,282  |   |      | 24,229  |  
|Real estate taxes                                                                                          |  |      | 40,582  |   |      | 38,211  |   |      | 35,625  |  
|Other expenses                                                                                             |  |      | 2,758   |   |      | 8,043   |   |      | 4,993   |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Total operating expenses                                                                                   |  |      | 213,517 |   |      | 203,206 |   |      | 181,329 |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Other expense (income)                                                                                     |  |      |         |   |      |         |   |      |         |  
|Interest expense, net of interest income of $2,361, $3,125 and $2,357 in 2005, 2004 and 2003, respectively |  |      | 87,424  |   |      | 79,741  |   |      | 82,262  |  
|Gain on sale of operating properties and properties in development                                         |  |      | (18,970 | ) |      | (39,387 | ) |      | (48,717 | )
|Provision for loss on operating properties                                                                 |  |      | 550     |   |      | 810     |   |      |        |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Total other expense (income)                                                                               |  |      | 69,004  |   |      | 41,164  |   |      | 33,545  |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Income before minority interests                                                                           |  |      | 111,517 |   |      | 126,540 |   |      | 131,033 |  
|                                                                                                           |  |      |        
|Minority interest of limited partners                                                                      |  |      | (263    | ) |      | (319    | ) |      | (501    | )
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Income from continuing operations                                                                          |  |      | 111,254 |   |      | 126,221 |   |      | 130,532 |  
|                                                                                                           |  |      |        
|Discontinued operations:                                                                                   |  |      |         |   |      |         |   |      |         |  
|Operating income from discontinued operations                                                              |  |      | 8,501   |   |      | 13,294  |   |      | 16,773  |  
|Gain on sale of operating properties and properties in development                                         |  |      | 54,281  |   |      | 19,220  |   |      | 16,354  |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Income from discontinued operations                                                                        |  |      | 62,782  |   |      | 32,514  |   |      | 33,127  |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Net income                                                                                                 |  |      | 174,036 |   |      | 158,735 |   |      | 163,659 |  
|                                                                                                           |  |      |        
|Preferred unit distributions                                                                               |  |      | (24,849 | ) |      | (28,462 | ) |      | (34,001 | )
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Net income for common unit holders                                                                         |  | $    | 149,187 |   |      | 130,273 |   |      | 129,658 |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Income per common unit - basic (note 11):                                                                  |  |      |         |   |      |         |   |      |         |  
|Continuing operations                                                                                      |  | $    | 1.29    |   |      | 1.56    |   |      | 1.58    |  
|Discontinued operations                                                                                    |  |      | 0.96    |   |      | 0.52    |   |      | 0.55    |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Net income for common unit holders per unit                                                                |  | $    | 2.25    |   |      | 2.08    |   |      | 2.13    |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Income per common unit - diluted (note 11):                                                                |  |      |         |   |      |         |   |      |         |  
|Continuing operations                                                                                      |  | $    | 1.28    |   |      | 1.56    |   |      | 1.57    |  
|Discontinued operations                                                                                    |  |      | 0.95    |   |      | 0.52    |   |      | 0.55    |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  
|Net income for common unit holders per unit                                                                |  | $    | 2.23    |   |      | 2.08    |   |      | 2.12    |  
|                                                                                                           |  |      |         |   |      |         |   |      |         |  

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, 2005, 2004 and 2003

(in thousands)



|                                                                                         |  |                |          |   |                                          |           |   |                |         |   |                                      |         |   |                                            |         |   |                       |           |  
|---------------------------------------------------------------------------------------- |  | -------------- | -------- | - | ---------------------------------------- | --------- | - | -------------- | ------- | - | ------------------------------------ | ------- | - | ------------------------------------------ | ------- | - | --------------------- | --------- | -
|                                                                                         |  | PreferredUnits |          |   | General PartnerPreferred andCommon Units |           |   | LimitedPartner |         |   | Restricted StockDeferredCompensation |         |   | AccumulatedOtherComprehensiveIncome (Loss) |         |   | TotalPartnersCapital |          
|Balance at December 31, 2002                                                             |  | $              | 375,404  |   |                                          | 1,233,476 |   |                | 30,630  |   |                                      | (11,756 | ) |                                            |        |   |                       | 1,627,754 |  
|Comprehensive income:                                                                    |  |                |          |   |                                          |           |   |                |         |   |                                      |         |   |                                            |         |   |                       |           |  
|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 to partners                                                           |  |                |         |   |                                          | (124,878  | ) |                | (2,901  | ) |                                      |        |   |                                            |        |   |                       | (127,779  | )
|Preferred unit distribution                                                              |  |                | (29,826  | ) |                                          | (4,175    | ) |                |        |   |                                      |        |   |                                            |        |   |                       | (34,001   | )
|Purchase of Regency stock and corresponding units                                        |  |                |         |   |                                          | (150,502  | ) |                |        |   |                                      |        |   |                                            |        |   |                       | (150,502  | )
|Units converted for cash                                                                 |  |                |         |   |                                          |          |   |                | (1,794  | ) |                                      |        |   |                                            |        |   |                       | (1,794    | )
|Series 3 Preferred units issued                                                          |  |                |         |   |                                          | 75,000    |   |                |        |   |                                      |        |   |                                            |        |   |                       | 75,000    |  
|Regency Restricted Stock issued                                                          |  |                |         |   |                                          | 10,668    |   |                |        |   |                                      | (10,668 | ) |                                            |        |   |                       |          |  
|Amortization of restricted stock deferred compensation                                   |  |                |         |   |                                          |          |   |                |        |   |                                      | 7,364   |   |                                            |        |   |                       | 7,364     |  
|Common Units issued as a result of common stock issued by Regency, net of repurchases    |  |                |         |   |                                          | 123,050   |   |                |        |   |                                      |        |   |                                            |        |   |                       | 123,050   |  
|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  |   |                                          | 1,295,863 |   |                | 26,544  |   |                                      | (15,060 | ) |                                            | 175     |   |                       | 1,531,048 |  
|Comprehensive income (note 8):                                                           |  |                |          |   |                                          |           |   |                |         |   |                                      |         |   |                                            |         |   |                       |           |  
|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 to partners                                                           |  |                |         |   |                                          | (129,470  | ) |                | (2,508  | ) |                                      |        |   |                                            |        |   |                       | (131,978  | )
|Preferred unit distribution                                                              |  |                | (19,829  | ) |                                          | (8,633    | ) |                |        |   |                                      |        |   |                                            |        |   |                       | (28,462   | )
|Units converted for cash                                                                 |  |                |         |   |                                          |          |   |                | (20,402 | ) |                                      |        |   |                                            |        |   |                       | (20,402   | )
|Series 4 Preferred units issued (note 9)                                                 |  |                |         |   |                                          | 125,000   |   |                |        |   |                                      |        |   |                                            |        |   |                       | 125,000   |  
|Regency Restricted Stock issued                                                          |  |                |         |   |                                          | 11,938    |   |                |        |   |                                      | (11,938 | ) |                                            |        |   |                       |          |  
|Amortization of restricted stock deferred compensation (note 10)                         |  |                |         |   |                                          |          |   |                |        |   |                                      | 10,154  |   |                                            |        |   |                       | 10,154    |  
|Common Units issued as a result of common stock issued by Regency, net of repurchases    |  |                |         |   |                                          | 75,989    |   |                |        |   |                                      |        |   |                                            |        |   |                       | 75,989    |  
|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  |   |                                          | 1,520,852 |   |                | 30,775  |   |                                      | (16,844 | ) |                                            | (5,291  | ) |                       | 1,631,254 |  
|Comprehensive income (note 8):                                                           |  |                |          |   |                                          |           |   |                |         |   |                                      |         |   |                                            |         |   |                       |           |  
|Net income                                                                               |  |                | 8,105    |   |                                          | 162,647   |   |                | 3,284   |   |                                      |        |   |                                            |        |   |                       | 174,036   |  
|Loss on settlement of derivative instruments                                             |  |                |         |   |                                          |          |   |                |        |   |                                      |        |   |                                            | (7,310  | ) |                       | (7,310    | )
|Amortization of loss on derivative instruments                                           |  |                |         |   |                                          |          |   |                |        |   |                                      |        |   |                                            | 909     |   |                       | 909       |  
|                                                                                         |  |                |          |   |                                          |           |   |                |         |   |                                      |         |   |                                            |         |   |                       |           |  
|Total comprehensive income                                                               |  |                |         |   |                                          |          |   |                |        |   |                                      |        |   |                                            |        |   |                       | 167,635   |  
|Redemption of preferred units                                                            |  |                | (52,604  | ) |                                          |          |   |                |        |   |                                      |        |   |                                            |        |   |                       | (52,604   | )
|Cash distributions to partners                                                           |  |                |         |   |                                          | (143,755  | ) |                | (2,917  | ) |                                      |        |   |                                            |        |   |                       | (146,672  | )
|Preferred unit distribution                                                              |  |                | (8,105   | ) |                                          | (16,744   | ) |                |        |   |                                      |        |   |                                            |        |   |                       | (24,849   | )
|Series 5 Preferred units issued (note 9)                                                 |  |                |         |   |                                          | 75,000    |   |                |        |   |                                      |        |   |                                            |        |   |                       | 75,000    |  
|Reclassification of unearned deferred compensation upon adoption of FAS 123(R) (note 10) |  |                |         |   |                                          | (16,844   | ) |                |        |   |                                      | 16,844  |   |                                            |        |   |                       |          |  
|Regency Restricted Stock issued, net of amortization (note 10)                           |  |                |         |   |                                          | 16,955    |   |                |        |   |                                      |        |   |                                            |        |   |                       | 16,955    |  
|Common Units issued as a result of common stock issued by Regency, net of repurchases    |  |                |         |   |                                          | 199,183   |   |                |        |   |                                      |        |   |                                            |        |   |                       | 199,183   |  
|Common Units exchanged for common stock of Regency                                       |  |                |         |   |                                          | 6,386     |   |                | (6,386  | ) |                                      |        |   |                                            |        |   |                       |          |  
|Reallocation of limited partners interest                                               |  |                |         |   |                                          | (3,163    | ) |                | 3,163   |   |                                      |        |   |                                            |        |   |                       |          |  
|                                                                                         |  |                |          |   |                                          |           |   |                |         |   |                                      |         |   |                                            |         |   |                       |           |  
|Balance at December 31, 2005                                                             |  | $              | 49,158   |   |                                          | 1,800,517 |   |                | 27,919  |   |                                      |        |   |                                            | (11,692 | ) |                       | 1,865,902 |  
|                                                                                         |  |                |          |   |                                          |           |   |                |         |   |                                      |         |   |                                            |         |   |                       |           |  

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, 2005, 2004 and 2003

(in thousands)



|                                                                                    |  |      |          |   |      |          |   |      |          |  
|----------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -------- | - | ---- | -------- | -
|                                                                                    |  | 2005 |          |   | 2004 |          |   | 2003 |         
|Cash flows from operating activities:                                               |  |      |          |   |      |          |   |      |          |  
|Net income                                                                          |  | $    | 174,036  |   |      | 158,735  |   |      | 163,659  |  
|Adjustments to reconcile net income to net cash provided by operating activities:   |  |      |          |   |      |          |   |      |          |  
|Depreciation and amortization                                                       |  |      | 83,495   |   |      | 81,936   |   |      | 75,023   |  
|Deferred loan cost and debt premium amortization                                    |  |      | 2,740    |   |      | 1,739    |   |      | 1,099    |  
|Stock based compensation                                                            |  |      | 17,315   |   |      | 14,432   |   |      | 11,327   |  
|Minority interest of limited partners                                               |  |      | 263      |   |      | 319      |   |      | 501      |  
|Equity in loss (income) of investments in real estate partnerships                  |  |      | 2,908    |   |      | (10,194  | ) |      | (11,276  | )
|Net gain on sale of properties                                                      |  |      | (76,664  | ) |      | (60,539  | ) |      | (65,877  | )
|Provision for loss on operating properties                                          |  |      | 550      |   |      | 810      |   |      | 1,969    |  
|Distributions from operations of investments in real estate partnerships            |  |      | 28,661   |   |      | 13,342   |   |      | 8,341    |  
|Hedge settlement                                                                    |  |      | (7,310   | ) |      | (5,720   | ) |      |         |  
|Changes in assets and liabilities:                                                  |  |      |          |   |      |          |   |      |          |  
|Tenant receivables                                                                  |  |      | (1,186   | ) |      | (5,849   | ) |      | (6,590   | )
|Deferred leasing costs                                                              |  |      | (6,829   | ) |      | (6,199   | ) |      | (11,021  | )
|Other assets                                                                        |  |      | (13,426  | ) |      | 1,449    |   |      | 1,245    |  
|Accounts payable and other liabilities                                              |  |      | 3,374    |   |      | (574     | ) |      | 11,735   |  
|Tenants security and escrow deposits                                               |  |      | 228      |   |      | 214      |   |      | 510      |  
|                                                                                    |  |      |          |   |      |          |   |      |          |  
|Net cash provided by operating activities                                           |  |      | 208,155  |   |      | 183,901  |   |      | 180,645  |  
|                                                                                    |  |      |          |   |      |          |   |      |          |  
|Cash flows from investing activities:                                               |  |      |          |   |      |          |   |      |          |  
|Acquisition of operating real estate                                                |  |      |         |   |      | (60,358  | ) |      | (86,780  | )
|Development of real estate including land acquired                                  |  |      | (326,662 | ) |      | (340,217 | ) |      | (328,920 | )
|Proceeds from sale of real estate investments                                       |  |      | 237,135  |   |      | 317,178  |   |      | 237,033  |  
|(Issuance) repayment of notes receivable, net                                       |  |      | (8,456   | ) |      | 64,009   |   |      | 117,643  |  
|Investments in real estate partnerships                                             |  |      | (417,713 | ) |      | (66,299  | ) |      | (14,881  | )
|Distributions received from investments in real estate partnerships                 |  |      | 30,918   |   |      | 47,369   |   |      | 26,902   |  
|                                                                                    |  |      |          |   |      |          |   |      |          |  
|Net cash used in investing activities                                               |  |      | (484,778 | ) |      | (38,318  | ) |      | (49,003  | )
|                                                                                    |  |      |          |   |      |          |   |      |          |  
|Cash flows from financing activities:                                               |  |      |          |   |      |          |   |      |          |  
|Net proceeds from Common Units issued as a result of Common Stock issued by Regency |  |      | 205,601  |   |      | 81,662   |   |      | 127,428  |  
|Repurchase of Regency stock and corresponding Common Units                          |  |      |         |   |      |         |   |      | (150,502 | )
|Redemption of preferred units                                                       |  |      | (54,000  | ) |      | (125,000 | ) |      | (155,750 | )
|Cash paid for conversion of Common Units by limited partner                         |  |      |         |   |      | (20,402  | ) |      | (1,794   | )
|(Distributions) contributions from limited partners in consolidated partnerships    |  |      | (50      | ) |      | 373      |   |      | (10,676  | )
|Distributions to preferred unit holders                                             |  |      | (23,453  | ) |      | (25,226  | ) |      | (30,129  | )
|Cash distributions to partners                                                      |  |      | (146,673 | ) |      | (131,979 | ) |      | (127,778 | )
|Net proceeds from issuance of preferred units                                       |  |      | 72,716   |   |      | 120,712  |   |      | 72,295   |  
|Repayment of fixed rate unsecured notes                                             |  |      | (100,000 | ) |      | (200,000 | ) |      |         |  
|Proceeds from issuance of fixed rate unsecured notes, net                           |  |      | 349,505  |   |      | 148,646  |   |      |         |  
|(Repayment) proceeds from unsecured line of credit, net                             |  |      | (38,000  | ) |      | 5,000    |   |      | 115,000  |  
|Proceeds from notes payable                                                         |  |      | 10,000   |   |      | 84,223   |   |      | 30,822   |  
|Repayment of notes payable                                                          |  |      | (43,169  | ) |      | (8,176   | ) |      | (22,840  | )
|Scheduled principal payments                                                        |  |      | (5,499   | ) |      | (5,711   | ) |      | (4,099   | )
|Deferred loan costs                                                                 |  |      | (3,217   | ) |      | (4,254   | ) |      | (197     | )
|                                                                                    |  |      |          |   |      |          |   |      |          |  
|Net cash provided by (used) in financing activities                                 |  |      | 223,761  |   |      | (80,132  | ) |      | (158,220 | )
|                                                                                    |  |      |          |   |      |          |   |      |          |  
|Net (decrease) increase in cash and cash equivalents                                |  |      | (52,862  | ) |      | 65,451   |   |      | (26,578  | )
|Cash and cash equivalents at beginning of the year                                  |  |      | 95,320   |   |      | 29,869   |   |      | 56,447   |  
|                                                                                    |  |      |          |   |      |          |   |      |          |  
|Cash and cash equivalents at end of the year                                        |  | $    | 42,458   |   |      | 95,320   |   |      | 29,869   |  
|                                                                                    |  |      |          |   |      |          |   |      |          |  



F-8



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the years ended December 31, 2005, 2004 and 2003

(in thousands)



|                                                                                                                                                                              |  |      |        |      |        |      |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | ------ | ---- | -------
|                                                                                                                                                                              |  | 2005 |        | 2004 |        | 2003
|Supplemental disclosure of cash flow information - cash paid for interest (net of capitalized interest of $12,400, $11,228, and $13,106 in
2005, 2004 and 2003, respectively) |  | $    | 84,839 |      | 85,416 |      | 84,531 
|                                                                                                                                                                              |  |      |        |      |        |      |        
|Supplemental disclosure of non-cash transactions:                                                                                                                             |  |      |        |      |        |      |        
|Mortgage debt assumed by purchaser on sale of real estate                                                                                                                     |  | $    |       |      | 44,684 |      | 13,557 
|                                                                                                                                                                              |  |      |        |      |        |      |        
|Regency common stock issued for partnership units exchanged                                                                                                                   |  | $    | 6,386  |      | 7,154  |      | 3,616  
|                                                                                                                                                                              |  |      |        |      |        |      |        
|Mortgage loans assumed for the acquisition of real estate                                                                                                                     |  | $    |       |      | 61,717 |      | 15,342 
|                                                                                                                                                                              |  |      |        |      |        |      |        
|Real estate contributed as investments in real estate partnerships                                                                                                            |  | $    | 10,715 |      | 31,312 |      | 24,100 
|                                                                                                                                                                              |  |      |        |      |        |      |        
|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                                                            |  | $    | 12,370 |      | 3,255  |      | 131,794
|                                                                                                                                                                              |  |      |        |      |        |      |        
|Change in fair value of derivative instrument                                                                                                                                 |  | $    |       |      |       |      | 175    
|                                                                                                                                                                              |  |      |        |      |        |      |        

See accompanying notes to consolidated financial statements.



F-9



---

##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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



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

General

Regency Centers Corporation (Regency or the Company) began its operations as a Real Estate
Investment Trust (REIT) in 1993, and is the managing general partner of its operating partnership, Regency Centers, L.P. (RCLP or the Partnership). Regency currently owns approximately 98% of the outstanding
common partnership units (Units) of the Partnership. Regency engages in the ownership, management, leasing, acquisition, and development of retail shopping centers through the Partnership, and has no other assets or liabilities other
than its investment in the Partnership. At December 31, 2005, the Partnership directly owned 213 retail shopping centers and held partial interests in 180 retail shopping centers through investments in joint ventures.

Consolidation

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

Investments in joint ventures not
controlled by the Partnership (Unconsolidated Joint Ventures) are accounted for under the equity method. The Partnership has evaluated its investment in the Unconsolidated Joint Ventures and has concluded that they are not variable interest entities
as defined in FIN 46R. The other venture partners in the Unconsolidated Joint Ventures have significant ownership rights, including approval over operating budgets and strategic plans, capital spending, sale or financing, and admission of new
partners; therefore, the Partnership has concluded that the equity method of accounting is appropriate for these interests. Under the equity method of accounting, investments in the Unconsolidated Joint Ventures are initially recorded at cost, and
subsequently increased for additional contributions and allocations of income and reduced for distributions received and allocation of losses. These investments are included in the consolidated financial statements as Investments in Real Estate
Partnerships.

Ownership of the Company

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



F-10



---

##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

Ownership of the Operating Partnership

The Partnerships capital includes general and limited partnership Units, and
four classes of preferred units (Series 3, 4, 5, and D Preferred Units). At December 31, 2005 the Company owned approximately 98% or 67,966,343 Partnership Units of the total 69,218,483 Partnership Units outstanding. Each outstanding
Partnership Unit not owned by the Company is exchangeable for one share of Regency common stock. Net income and distributions of the Partnership are allocable first to the Preferred Units, and the remaining amounts to the general and limited
partners Units in accordance with their ownership percentage. The Series 3, 4, and 5 Preferred Units are owned by the Company and are eliminated in consolidation. The Series D Preferred Units are owned by institutional investors.



| | (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. As part of the leasing process, the Partnership may
provide the lessee with an allowance for the construction of leasehold improvements. Leasehold improvements are capitalized as part of the building and recorded as tenant improvements and depreciated over the shorter of the useful life of the
improvements or the lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Partnership is not considered the owner of the improvements, the allowance is considered to be a lease
incentive and is recognized over the lease term as a reduction of rental revenue. Factors considered during this evaluation include, among others, who holds legal title to the improvements, and other controlling rights provided by the lease
agreement (e.g. unilateral control of the tenant space during the build-out process). Determination of the accounting for a tenant allowance is made on a case-by-case basis, considering the facts and circumstances of the individual tenant lease.
Lease revenue recognition commences when the lessee is given possession of the leased space upon completion of tenant improvements. Accrued rents are included in tenant receivables.

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

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

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



F-11



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

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

The Partnership incurs costs prior to land acquisition including contract deposits, as well as legal, engineering and other external professional fees related to evaluating the feasibility of developing a shopping
center. These pre-development costs are included in properties in development. If the Partnership determines that the development of a particular shopping center is no longer probable, any related pre-development costs previously incurred are
immediately expensed. At December 31, 2005 and 2004, the Partnership had capitalized pre-development costs of $12.2 million and $10.5 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 and the Unconsolidated Joint
Ventures allocate the purchase price of assets acquired (net tangible and identifiable intangible assets) and liabilities assumed based on their relative fair values at the date of acquisition pursuant to the provisions of SFAS No. 141,
Business Combinations (Statement 141). Statement 141 provides guidance on allocating a portion of the purchase price of a property to intangible assets. The Partnerships methodology for this allocation includes
estimating an as-if vacant fair value of the physical property, which is allocated to land, building and improvements. The difference between the purchase price and the as-if vacant fair value is allocated to intangible
assets. There are three categories of intangible assets to be considered: (i) value of in-place leases, (ii) above and below-market value of in-place leases and (iii) customer relationship value.

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



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

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

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

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

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

The Partnership reviews its
real estate portfolio for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based upon expected undiscounted cash flows from the property. The Partnership determines impairment by
comparing the propertys carrying value to an estimate of fair value based upon varying methods such as i) estimating future cash flows, ii) determining resale values by market, or iii) applying a capitalization rate to net operating income
using prevailing rates in a given market. These methods of determining fair value can fluctuate significantly as a result of a number of factors, including changes in the general economy of those markets in which the Partnership operates, tenant
credit quality and demand for new retail stores. In the event that the carrying amount of a property is not recoverable and exceeds its fair value, the Partnership will write down the asset to fair value for held-and-used assets and to
fair value less costs to sell for held-for-sale assets. During 2005, 2004 and 2003 the Partnership recorded a provision for loss of approximately $550,000, $810,000, and $2.0 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.



F-13



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

The Partnerships taxable income and
loss is reported by its partners, of which the Company as general partner and 98% owner, is allocated its proportionate share of tax attributes. The Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal
Revenue Code (the Code). As a REIT, the Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least equal to REIT taxable income.

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

The net
book basis of real estate assets exceeds the tax basis by approximately $131.3 million and $103.9 million at December 31, 2005 and 2004, 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 Regencys dividends paid during the respective
years:



|                     |  |      |       |   |      |       |   |      |       |  
|-------------------- |  | ---- | ----- | - | ---- | ----- | - | ---- | ----- | -
|                     |  | 2005 |       |   | 2004 |       |   | 2003 |      
|Dividend per share   |  | $    | 2.20  |   |      | 2.12  |   |      | 2.08  |  
|Ordinary income      |  |      | 79.00 | % |      | 82.00 | % |      | 74.04 | %
|Capital gain         |  |      | 11.00 | % |      | 6.00  | % |      | .49   | %
|Return of capital    |  |      |      |   |      | 3.00  | % |      | 12.84 | %
|Unrecaptured Section |  |      |       |   |      |       |   |      |       |  
|1250 gain            |  |      | 10.00 | % |      | 9.00  | % |      | 7.16  | %
|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, 2005, 2004 and 2003 which
is included in either other expenses or discontinued operations on the consolidated statements of operations (in thousands):



|                         |  |      |       |   |      |        |   |      |        |  
|------------------------ |  | ---- | ----- | - | ---- | ------ | - | ---- | ------ | -
|                         |  | 2005 |       |   | 2004 |        |   | 2003 |       
|Income tax expense       |  |      |       |   |      |        |   |      |        |  
|Current                  |  | $    | 4,980 |   |      | 10,730 |   |      | 4,179  |  
|Deferred                 |  |      | (891  | ) |      | (1,978 | ) |      | (1,230 | )
|                         |  |      |       |   |      |        |   |      |        |  
|Total income tax expense |  | $    | 4,089 |   |      | 8,752  |   |      | 2,949  |  
|                         |  |      |       |   |      |        |   |      |        |  



F-14



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

Income tax expense differed from
the amounts computed by applying the U.S. Federal income tax rate of 35% to pretax income for the year ended December 31, 2005 and 34% for December 31, 2004 and 2003, respectively as follows (in thousands):



|                                                    |  |      |       |      |       |      |       |  
|--------------------------------------------------- |  | ---- | ----- | ---- | ----- | ---- | ----- | -
|                                                    |  | 2005 |       | 2004 |       | 2003 |      
|Computed expected tax expense                       |  | $    | 3,304 |      | 5,759 |      | 3,539 |  
|Increase in income taxes resulting from state taxes |  |      | 368   |      | 913   |      | 308   |  
|All other items                                     |  |      | 417   |      | 2,080 |      | (898  | )
|                                                    |  |      |       |      |       |      |       |  
|Total income tax expense                            |  | $    | 4,089 |      | 8,752 |      | 2,949 |  
|                                                    |  |      |       |      |       |      |       |  

RRG had net deferred tax assets of $11.2 million and $10.3 million at December 31, 2005 and
2004, 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 tax 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, respectively. Deferred leasing costs consist of internal and external commissions associated with
leasing the Partnerships shopping centers. Net deferred leasing costs were $30.6 million and $30.8 million at December 31, 2005 and 2004, respectively. Deferred loan costs consist of initial direct and incremental costs associated with
financing activities. Net deferred loan costs were $11.1 million and $10.2 million at December 31, 2005 and 2004, respectively.



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

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

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



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

Any instruments which have an
original maturity of 90 days or less when purchased are considered cash equivalents. Cash distributions of normal operating earnings from investments in real estate partnerships are included in cash flows from operations in the consolidated
statements of cash flows.



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

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



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

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

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

Prior to
2005, the Partnership followed the provisions of SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure (Statement 148), which provided alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee compensation. In addition, Statement 148 amended the disclosure requirements of Statement 123, to require more prominent and frequent disclosures in financial statements about the
effects of stock-based compensation. As permitted under Statement 123 and Statement 148, the Partnership previously followed the accounting guidelines pursuant to Opinion 25, for stock-based compensation and furnished the pro-forma disclosures as
required under Statement 148. During 2004 and 2003, the Partnership accounted for share-based payments to employees using Opinion 25s intrinsic value method and recognized no compensation cost for employee stock options. Had the Partnership
adopted Statement 123(R) in 2004 and 2003, 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 as further described in Note 10.



F-16



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

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

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



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

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

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

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



F-17



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (Statement 150). Statement 150 affects the
accounting for certain financial instruments, which requires companies having consolidated entities with specified termination dates to treat minority owners interests in such entities as liabilities in an amount based on the fair value of the
entities. Although Statement 150 was originally effective July 1, 2003, the FASB has indefinitely deferred certain provisions related to classification and measurement requirements for mandatory redeemable financial instruments that become
subject to Statement 150 solely as a result of consolidation, including minority interests of entities with specified termination dates. As a result, Statement 150 had no impact on the Partnerships consolidated statements of operations for the
periods ended December 31, 2005, 2004 and 2003.

At December 31, 2005, the Partnership held a majority interest in two
consolidated entities with specified termination dates of 2017 and 2049. The minority owners interests in these entities will be settled upon termination by distribution or transfer of either cash or specific assets of the underlying entities.
The estimated fair value of minority interests in entities with specified termination dates was approximately $7.2 million at December 31, 2005 as compared to their carrying value of $1.1 million. The Partnership has no other financial
instruments that are affected by Statement 150.



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

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

In June 2005, the FASB ratified the EITFs consensus on Issue No. 04-5 Determining Whether a General
Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights. This consensus establishes the presumption that general partners in a limited partnership control that
limited partnership regardless of the extent of the general partners ownership interest in the limited partnership. The consensus further establishes that the rights of the limited partners can overcome the presumption of control by the
general partners, if the limited partners have either (a) the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause or (b) substantive participating rights. Whether the
presumption of control is overcome is a matter of judgment based on the facts and circumstances, for which the consensus provides additional guidance. This consensus is currently applicable to the Partnership for new partnerships created in 2005,
and will be applicable to all partnerships beginning January 1, 2006. This consensus applies to limited partnerships or similar entities, such as limited liability companies that have governing provisions that are the functional equivalent of a
limited partnership. The Partnership has applied EITF Issue No. 04-5 to its joint ventures and concluded that it does not require consolidation of additional 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, 2005



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

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

In March 2005 the FASB issued FIN 47, Accounting for Asset Retirement Obligations (as
amended). FIN 47 clarifies that the term conditional asset retirement obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the
timing and (or) method of settlement are conditional on a future event that may or may not be within the control of the entity. The obligation to perform the asset retirement activity is unconditional even though uncertainty exists about the timing
and (or) method of settlement. Thus, the timing and (or) method of settlement may be conditional on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the
fair value of the liability can be reasonably estimated. FIN 47 is effective for fiscal years ending after December 15, 2005. The Partnership is not currently aware of any asset retirement obligations beyond those currently recorded in the
consolidated balance sheets which would have a material effect on its financial condition.

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



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

Certain reclassifications have been
made to the 2004 and 2003 amounts to conform to classifications adopted in 2005.



F-19



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

During 2005, the
Partnerships acquisition activity was through its joint ventures discussed further in Note 4. 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 exchangeable operating partnership units valued at $38.4 million, and cash. In accordance with Statement 141, acquired lease intangible assets of $6.3 million for in-place leases were recorded for the
acquisitions in 2004. 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.



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

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

During 2005, the Partnership sold 100% of its
interest in 14 properties for net proceeds of $175.2 million. The combined operating income and gains from these properties and properties classified as held-for-sale are included in discontinued operations. The revenues from properties included in
discontinued operations, including properties sold in 2005, 2004 and 2003, as well as operating properties held for sale, were $19.4 million, $30.9 million and $40.4 million for the years ended December 31, 2005, 2004 and 2003, respectively.
The operating income and gains from properties included in discontinued operations are reported net of income taxes as follows for the years ended December 31, 2005, 2004 and 2003:



|                             |  |                 |       |                          |        |                 |        |                          |        |                 |        |                          |       
|---------------------------- |  | --------------- | ----- | ------------------------ | ------ | --------------- | ------ | ------------------------ | ------ | --------------- | ------ | ------------------------ | ------
|                             |  | 2005            |       | 2004                     |        | 2003           
|                             |  | OperatingIncome |       | Gain onsale ofproperties |        | OperatingIncome |        | Gain onsale ofproperties |        | OperatingIncome |        | Gain onsale ofproperties
|Operations and Gain          |  | $               | 8,684 |                          | 57,693 |                 | 13,628 |                          | 21,151 |                 | 16,828 |                          | 16,859
|Less: Income Taxes           |  |                 | 183   |                          | 3,412  |                 | 334    |                          | 1,931  |                 | 55     |                          | 505   
|                             |  |                 |       |                          |        |                 |        |                          |        |                 |        |                          |       
|Discontinued operations, net |  | $               | 8,501 |                          | 54,281 |                 | 13,294 |                          | 19,220 |                 | 16,773 |                          | 16,354
|                             |  |                 |       |                          |        |                 |        |                          |        |                 |        |                          |       



F-20



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

The Partnership
accounts for all investments in which it owns 50% or less and does not have a controlling financial interest using the equity method. The Partnership has determined that these investments are not variable interest entities, and therefore, subject to
the voting interest model in determining its basis of accounting. Major decisions, including property acquisitions and dispositions, financings, annual budgets and dissolution of the ventures are subject to the approval of all partners. The
Partnerships combined investment in these partnerships was $545.6 million and $179.7 million at December 31, 2005 and 2004, respectively. Any difference between the carrying amount of these investments and the underlying equity in net
assets is amortized to equity in (loss) income of investments in real estate partnerships over the expected useful lives of the properties and other intangible assets which range in lives from 10 to 40 years. Net income (loss) from these
partnerships, which includes all operating results, as well as gains and losses on sales of properties within the joint ventures, is allocated to the Partnership in accordance with the respective partnership agreements. Such allocations of net
income (loss) are recorded in equity in (loss) income of investments in real estate partnerships in the accompanying consolidated statements of operations.

Investments in real estate partnerships are comprised primarily of joint ventures with three unrelated co-investment partners, as described below. In addition to earning its pro-rata share of net income in each of the
partnerships, these partnerships pay the Partnership fees for asset management, property management, and acquisition and disposition services. During 2005, 2004 and 2003, the Partnership received fees from these joint ventures of $26.8 million, $9.3
million and $5.6 million, respectively.

The Partnership co-invests with the Oregon Public Employees Retirement Fund in three joint ventures
(collectively Columbia) in which the Partnership has ownership interests of 20% or 30%. As of December 31, 2005, Columbia owned 16 shopping centers, had total assets of $465.5 million, and net income of $22.3 million for the year
ended. The Partnerships share of Columbias total assets and net income was $105.7 million and $4.2 million, respectively. Columbia did not acquire any properties in 2005 and sold two shopping centers to an unrelated party for $47.6
million at a gain of $8.9 million. 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 to unrelated parties during 2004 for $74.0 million at a gain of $10.0 million.

The Partnership
co-invests with the California State Teachers Retirement System (CalSTRS) in a joint venture called (RegCal) in which the Partnership has an ownership interest of 25%. As of December 31, 2005, RegCal owned seven
shopping centers, had total assets of $146.8 million, and net income of $2.0 million for the year ended. The Partnerships share of RegCals total assets and net income was $36.7 million and $609,316, respectively. During 2005, RegCal
acquired two shopping centers from an unrelated party for a purchase price of $20.0 million. The Partnership contributed $1.7 million for its proportionate share of the purchase price, which was net of loan financing assumed by RegCal. During 2004,
RegCal acquired four shopping centers from the Partnership valued at $124.5 million, assumed debt of $34.8 million and the Partnership received net proceeds of $73.9 million.



F-21



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

The
Partnership co-invests with Macquarie CountryWide Trust of Australia (MCW) in four joint ventures, two in which the Partnership has an ownership interest of 25% (collectively, MCWR), one in which it had an ownership interest
of 35% (MCWR II), and one with an ownership interest of 24.95% (MCWR III) as of December 31, 2005.

As of
December 31, 2005, MCWR owned 51 shopping centers, had total assets of $738.8 million, and net income of $7.3 million for the year ended. RCLPs share of MCWRs total assets and net income was $184.8 million and $2.2 million,
respectively. During 2005, MCWR acquired one shopping center from an unrelated party for a purchase price of $24.4 million. The Partnership contributed $4.5 million for its proportionate share of the purchase price, which was net of loan financing
placed on the shopping center by MCWR. In addition, MCWR acquired two properties from the Partnership valued at $31.9 million, for which the Partnership received cash of $25.7 million for MCWs proportionate share. During 2005, MCWR sold four
shopping centers to unrelated parties for $34.7 million with a gain of $582,910. 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 shopping centers from the Partnership valued at $69.7 million and the Partnership received cash of $63.7 million for MCWs proportionate share. MCWR sold one shopping
center during 2004 to an unrelated party for $12.8 million at a gain of $190,559.

On June 1, 2005, Macquarie CountryWide-Regency II,
LLC (MCWR II) closed on the acquisition of 100 retail shopping centers (the First Washington Portfolio) totaling approximately 12.6 million square feet located throughout 17 states and the District of Columbia from a joint venture
between CalPERS and an affiliate of First Washington Realty, Inc. (the Sellers) pursuant to a Purchase and Sale Agreement dated February 14, 2005. The total purchase price was approximately $2.8 billion, including the assumption of
approximately $68.6 million of mortgage debt and the issuance of approximately $1.6 billion of new mortgage loans on the properties acquired. The First Washington Portfolio acquisition was accounted for as a purchase business combination by MCWR II.
At December 31, 2005, MCWR II is owned 64.95% by an affiliate of MCW, 34.95% by RCLP and 0.1% by Macquarie-Regency Management, LLC (US Manager). US Manager is owned 50% by RCLP and 50% by an affiliate of Macquarie Bank Limited.
Including its share of US Manager, RCLPs effective ownership is 35% as of December 31, 2005 and is reflected as such on the equity method in the accompanying consolidated financial statements. RCLPs required equity investment in
MCWR II was approximately $397 million and was paid in cash. The fair value of the consideration paid by MCW and RCLP was used as the valuation basis for the First Washington Portfolio. The costs of the assets acquired and liabilities assumed in
conjunction with the First Washington Portfolio were revalued based on their respective fair values as of the effective date of the acquisition in accordance with SFAS No. 141, Business Combinations (Statement 141).

Upon closing of the acquisition into the joint venture, MCWR II paid RCLP acquisition, due diligence and capital restructuring fees
totaling $21.2 million, of which RCLP recognized $13.8 million as fee income. RCLP recognized fee income on only that percentage of the joint venture not owned by it, and as a result, recorded $7.4 million of the fee as a reduction to its investment
in MCWR II. The Partnership has the ability to earn additional acquisition fees of approximately $9.2 million (the Contingent Acquisition Fees) subject to achieving certain targeted income levels in 2006 and 2007; and accordingly, the
Contingent Acquisition Fee will only be recognized in 2006 and 2007, if earned.



F-22



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

The
Partnership earns recurring fees for asset and property management on a quarterly and monthly basis, respectively. To assist in the transition of the portfolio to RCLP, the Seller agreed to provide property management services for up to two years on
approximately 50% of the portfolio which will result in a lesser amount of property management fee income to RCLP during the transition period. As of December 31, 2005, MCWR II owned 99 shopping centers, had total assets of $2.8 billion and
recorded a net loss of $32.3 million for the period inception to date. RCLPs share of MCWR IIs total assets and net loss was $995.0 million and $11.2 million, respectively. The loss incurred by MCWR II was the result of depreciation and
amortization of the acquisition price recorded in accordance with Statement 141, and therefore, MCWR II is expected to continue to record a net loss through December 31, 2006, but will produce positive operating cash flow. During 2005, MCWR II
sold one shopping center for $9.7 million to an unrelated party with a gain of $35,127.

As of December 31, 2005, MCWR III owned one
shopping center, had total assets of $12.2 million, and recorded a net loss of $46,921 for the year ended. The Partnerships share of MCWR IIIs total assets and net loss was $3.1 million and $11,707, respectively. MCWR III acquired this
shopping center from the Partnership valued at $12.3 million and the Partnership received cash of $4.1 million and a short-term note receivable of $6.2 million.

On January 13, 2006, the Partnership sold a portion of its investment in MCWR II to MCW for $113.2 million in cash and reduced its ownership interest from 35% to 24.95%. The proceeds from the sale were used to
reduce the unsecured line of credit.

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

The Partnerships investments in real estate partnerships as of December 31, 2005 and
2004 consist of the following (in thousands):



|                                              |  |           |   |  |      |         |      |        
|--------------------------------------------- |  | --------- | - |  | ---- | ------- | ---- | -------
|                                              |  | Ownership |   |  | 2005 |         | 2004
|Macquarie CountryWide-Regency (MCWR)          |  | 25.00     | % |  | $    | 61,375  |      | 65,134 
|Macquarie CountryWide Direct (MCWR)           |  | 25.00     | % |  |      | 7,433   |      | 8,001  
|Macquarie CountryWide-Regency II (MCWR II)    |  | 35.00     | % |  |      | 363,563 |      |       
|Macquarie CountryWide-Regency III (MCWR III)  |  | 24.95     | % |  |      | 606     |      |       
|Columbia Regency Retail Partners (Columbia)   |  | 20.00     | % |  |      | 36,659  |      | 41,380 
|Cameron Village LLC (Columbia)                |  | 30.00     | % |  |      | 21,633  |      | 21,612 
|Columbia Regency Partners II (Columbia)       |  | 20.00     | % |  |      | 2,093   |      | 3,107  
|RegCal, LLC (RegCal)                          |  | 25.00     | % |  |      | 14,921  |      | 13,232 
|Other investments in real estate partnerships |  | 50.00     | % |  |      | 37,334  |      | 27,211 
|                                              |  |           |   |  |      |         |      |        
|Total                                         |  |           |   |  | $    | 545,617 |      | 179,677
|                                              |  |           |   |  |      |         |      |        



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

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



|                                           |  |                  |           |                  |          
|------------------------------------------ |  | ---------------- | --------- | ---------------- | ---------
|                                           |  | December 31,2005 |           | December 31,2004
|Investment in real estate, net             |  | $                | 3,957,507 |                  | 1,320,871
|Acquired lease intangible assets, net      |  |                  | 259,033   |                  | 79,240   
|Other assets                               |  |                  | 102,041   |                  | 39,506   
|                                           |  |                  |           |                  |          
|Total assets                               |  | $                | 4,318,581 |                  | 1,439,617
|                                           |  |                  |           |                  |          
|Notes payable                              |  | $                | 2,372,601 |                  | 665,517  
|Acquired lease intangible liabilities, net |  |                  | 86,108    |                  |         
|Other liabilities                          |  |                  | 75,282    |                  | 24,471   
|Partners equity                           |  |                  | 1,784,590 |                  | 749,629  
|                                           |  |                  |           |                  |          
|Total liabilities and equity               |  | $                | 4,318,581 |                  | 1,439,617
|                                           |  |                  |           |                  |          

Unconsolidated investments in real estate partnerships had notes payable of $2.4 billion and
$665.5 million as of December 31, 2005 and 2004, respectively and the Partnerships proportionate share of these loans was $764.2 million and $168.1 million, respectively. The loans are primarily non-recourse, but for those that are
guaranteed by a joint venture, RCLPs guarantee does not extend beyond its ownership percentage of the joint venture.

The revenues and
expenses for the unconsolidated investments on a combined basis are summarized as follows for the years ended December 31, 2005, 2004 and 2003 (in thousands):



|                              |  |      |         |   |      |         |   |      |         |  
|----------------------------- |  | ---- | ------- | - | ---- | ------- | - | ---- | ------- | -
|                              |  | 2005 |         |   | 2004 |         |   | 2003 |        
|Total revenues                |  | $    | 303,448 |   |      | 110,939 |   |      | 76,157  |  
|                              |  |      |         |   |      |         |   |      |         |  
|Operating expenses:           |  |      |         |   |      |         |   |      |         |  
|Depreciation and amortization |  |      | 145,669 |   |      | 28,538  |   |      | 17,031  |  
|Operating and maintenance     |  |      | 42,206  |   |      | 16,513  |   |      | 11,114  |  
|General and administrative    |  |      | 6,119   |   |      | 3,628   |   |      | 2,542   |  
|Real estate taxes             |  |      | 33,726  |   |      | 13,448  |   |      | 8,931   |  
|                              |  |      |         |   |      |         |   |      |         |  
|Total operating expenses      |  |      | 227,720 |   |      | 62,127  |   |      | 39,618  |  
|                              |  |      |         |   |      |         |   |      |         |  
|Other expense (income):       |  |      |         |   |      |         |   |      |         |  
|Interest expense, net         |  |      | 83,352  |   |      | 20,000  |   |      | 10,697  |  
|Gain on sale of real estate   |  |      | (9,499  | ) |      | (18,977 | ) |      | (13,760 | )
|Other income                  |  |      | (356    | ) |      |        |   |      |        |  
|                              |  |      |         |   |      |         |   |      |         |  
|Total other expense (income)  |  |      | 73,497  |   |      | 1,023   |   |      | (3,063  | )
|                              |  |      |         |   |      |         |   |      |         |  
|Net income                    |  | $    | 2,231   |   |      | 47,789  |   |      | 39,602  |  
|                              |  |      |         |   |      |         |   |      |         |  



F-24



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

The Partnership has notes receivables
outstanding of $46.5 million and $25.6 million at December 31, 2005 and 2004, respectively. The notes bear interest ranging from 4.25% to 8.0% with maturity dates through November 2014. Subsequent to year-end, two notes totaling $8.4
million were paid in full.



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

The Partnerships
acquired lease intangible assets are all related to in-place leases, which have a remaining weighted average amortization period of approximately 4.5 years. The aggregate amortization expense from acquired leases was approximately $4.0 million, $2.2
million and $368,231 for the years ended December 31, 2005, 2004 and 2003, respectively. Acquired lease intangible liabilities are all related to below-market rents and recorded net of previously accreted minimum rent of $2.9 million and $1.9
million at December 31, 2005 and 2004, respectively. The remaining weighted average amortization period is approximately 5.2 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, |  | Amortization Expense |       | Minimum Rent
|2006                     |  | $                    | 3,314 |              | 954
|2007                     |  |                      | 2,236 |              | 954
|2008                     |  |                      | 1,064 |              | 954
|2009                     |  |                      | 976   |              | 954
|2010                     |  |                      | 867   |              | 391



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

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



|                             |  |      |           |      |          
|---------------------------- |  | ---- | --------- | ---- | ---------
|                             |  | 2005 |           | 2004
|Notes Payable:               |  |      |           |      |          
|Fixed rate mortgage loans    |  | $    | 175,403   |      | 275,726  
|Variable rate mortgage loans |  |      | 77,906    |      | 68,418   
|Fixed rate unsecured loans   |  |      | 1,198,633 |      | 948,946  
|                             |  |      |           |      |          
|Total notes payable          |  |      | 1,451,942 |      | 1,293,090
|Unsecured line of credit     |  |      | 162,000   |      | 200,000  
|                             |  |      |           |      |          
|Total                        |  | $    | 1,613,942 |      | 1,493,090
|                             |  |      |           |      |          

The Partnership has an unsecured revolving line of credit (the Line) with a commitment
of $500 million and the right to expand the Line by an additional $150 million subject to additional lender syndication. The Line has a three-year term with a one-year extension option at an interest rate of LIBOR plus .75%. At December 31,
2005, the balance on the Line was $162.0 million. Contractual interest rates on the Line, which are based on LIBOR plus .75%, were 5.125% and 3.1875% at December 31, 2005 and 2004, respectively.



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

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

On June 1, 2005, the Partnership entered into a credit agreement that provided for a $275 million
unsecured term loan maturing on March 1, 2006 (the Bridge Loan) which was fully repaid on August 1, 2005. The Bridge Loan was used to partially fund RCLPs equity investment in MCWR II. The interest rate was a floating
rate of LIBOR plus 65 basis points.

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

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

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

As of December 31, 2005, scheduled principal repayments on notes payable and the Line were as follows (in thousands):



|                           |  |                            |        |                     |           |               |          
|-------------------------- |  | -------------------------- | ------ | ------------------- | --------- | ------------- | ---------
|Scheduled Payments by Year |  | ScheduledPrincipalPayments |        | Term LoanMaturities |           | TotalPayments
|2006                       |  | $                          | 4,065  |                     | 28,043    |               | 32,108   
|2007 (includes the Line)   |  |                            | 3,577  |                     | 256,401   |               | 259,978  
|2008                       |  |                            | 3,429  |                     | 19,617    |               | 23,046   
|2009                       |  |                            | 3,436  |                     | 53,088    |               | 56,524   
|2010                       |  |                            | 3,281  |                     | 177,188   |               | 180,469  
|Beyond 5 Years             |  |                            | 11,978 |                     | 1,047,167 |               | 1,059,145
|Unamortized debt premiums  |  |                            |       |                     | 2,672     |               | 2,672    
|                           |  |                            |        |                     |           |               |          
|Total                      |  | $                          | 29,766 |                     | 1,584,176 |               | 1,613,942
|                           |  |                            |        |                     |           |               |          



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

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

On April 1, 2005, the Partnership entered into three
forward-starting interest rate swaps of approximately $65.6 million each with fixed rates of 5.029%, 5.05% and 5.05%. The Partnership designated the $196.7 million swaps as cash flow hedges to fix the rate on the unsecured notes issued during July
2005. On July 13, 2005, the Partnership settled the swaps with a payment to the counter-parties for $7.3 million which is included as an adjustment to interest expense as interest is incurred on the $350 million of ten-year unsecured notes sold
July 18, 2005. The interest expense that will be recorded in 2006 related to these swaps will be approximately $734,000.

During 2003,
the Partnership entered into two forward-starting interest rate swaps for a total of $144.2 million to fix the rate on a refinancing in April 2004. On March 31, 2004, the Partnership settled the swaps previously entered into with a payment to
the counter-party for $5.7 million.

All of these swaps qualify for hedge accounting under Statement 133, therefore the losses associated
with the swaps have been included in accumulated other comprehensive income (loss) in the Companys consolidated statements of stockholders equity and comprehensive income (loss) and the Partnerships consolidated statements of
changes in partners capital and comprehensive income (loss). The unamortized balance is amortized as additional interest expense over the ten year terms of the hedged loans.



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



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

At December 31, 2005 and 2004, the
face value of total Series D-F Preferred Units issued was $50 million and $104 million with a weighted average fixed distribution rate of 7.45% and 8.13%, respectively and is recorded on the accompanying balance sheets net of original issuance
costs.

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

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



|                  |  |                   |  |                  |  |                        |  |                           
|----------------- |  | ----------------- |  | ---------------- |  | ---------------------- |  | --------------------------
|Units Outstanding |  | AmountOutstanding |  | DistributionRate |  | Callable byPartnership |  | Exchangeableby Unit holder
|500,000           |  | $50,000,000       |  | 7.450%           |  | 09/29/09               |  | 01/01/14                  

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



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



|9. | Regencys Stockholders Equity and Partners Capital (continued)
|-- | ----------------------------------------------------------------



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

Terms and conditions of the preferred stock and units outstanding as of December 31, 2005 are summarized as follows:



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

On August 2, 2005, the Company issued 3 million shares, or $75 million, of 6.70% Series
5 Preferred Stock with a liquidation preference of $25 per share of which the proceeds were used to reduce the balance of the Line. The Series 3 and 4 depositary shares, which have a liquidation preference of $25, and the Series 5 preferred shares
are perpetual, are not convertible into common stock of the Company, and are redeemable at par upon Regencys election five years after the issuance date. None of the terms of the Preferred Stock contain any unconditional obligations that would
require the Company to redeem the securities at any time or for any purpose. The proceeds from these preferred stock transactions were contributed to the Partnership in exchange for 300,000 shares of Series 3 Preferred Units, 500,000 of Series 4
Preferred Units and 3,000,000 of Series 5 Preferred Units which were issued to and held by Regency with terms exactly the same as the Series 3, Series 4 and Series 5 Cumulative Redeemable Preferred Stock.



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

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



F-28



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

The Partnership recorded
stock-based compensation expense for the years ended December 31, 2005, 2004, and 2003 as follows, the components of which are further described below (in thousands):



|                                         |  |      |        |      |        |      |       
|---------------------------------------- |  | ---- | ------ | ---- | ------ | ---- | ------
|                                         |  | 2005 |        | 2004 |        | 2003
|Restricted stock                         |  |      | 16,955 |      | 10,154 |      | 7,364 
|Stock options, dividends and equivalents |  |      | 1,440  |      | 3,928  |      | 3,673 
|                                         |  |      |        |      |        |      |       
|Total                                    |  | $    | 18,395 |      | 14,082 |      | 11,037
|                                         |  |      |        |      |        |      |       

The recorded amounts of stock-based compensation expense in 2005 represent amortization of deferred
compensation related to share based payments in accordance with Statement 123(R). Compensation expense that is specifically identifiable to development activities is capitalized to the associated development project and is included above.

During 2004 and 2003, as permitted by Statement 123, the Partnership accounted for share-based payments to employees using Opinion
25s intrinsic value method and recognized no compensation cost for employee stock options in prior years. Had the Partnership adopted Statement 123(R) in 2004 and 2003, the impact of that standard would have approximated the impact of
Statement 123 in the disclosure of pro-forma net income and earnings per unit described as follows (in thousands except per unit data):



|                                                                                                                 |  |                  |         |                  |        
|---------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | ---------------- | -------
|                                                                                                                 |  | December 31,2004 |         | December 31,2003
|Net income for common unit holders as reported:                                                                  |  | $                | 130,273 |                  | 129,658
|Add: stock-based employee compensation expense included in reported net income                                   |  |                  | 14,425  |                  | 11,327 
|Deduct: total stock-based employee compensation expense determined under Fair value based methods for all awards |  |                  | 21,067  |                  | 15,455 
|                                                                                                                 |  |                  |         |                  |        
|Pro-forma net income                                                                                             |  | $                | 123,631 |                  | 125,530
|                                                                                                                 |  |                  |         |                  |        
|Earnings per unit:                                                                                               |  |                  |         |                  |        
|Basic  as reported                                                                                              |  | $                | 2.08    |                  | 2.13   
|                                                                                                                 |  |                  |         |                  |        
|Basic  pro-forma                                                                                                |  | $                | 1.98    |                  | 2.06   
|                                                                                                                 |  |                  |         |                  |        
|Diluted  as reported                                                                                            |  | $                | 2.08    |                  | 2.12   
|                                                                                                                 |  |                  |         |                  |        
|Diluted  pro-forma                                                                                              |  | $                | 1.97    |                  | 2.05   
|                                                                                                                 |  |                  |         |                  |        



F-29



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

The Company has a
Long-Term Omnibus Plan (the Plan) under which the Board of Directors may grant stock options and other stock-based awards to officers, directors and other key employees. The Plan allows the Company to issue up to 5.0 million shares
in the form of common stock or stock options, but limits the issuance of common stock excluding stock options to no more than 2.75 million shares. At December 31, 2005, there were approximately 1.4 million shares available for grant
under the Plan either through options or restricted stock. The Plan also limits outstanding awards to no more than 12% of outstanding common stock.

Stock options are granted under the Plan with an exercise price equal to the stocks fair market value at the date of grant. All stock options granted have ten-year lives, contain vesting terms of one to five years from the date of
grant and some have dividend equivalent rights. Stock options granted prior to 2005 also contained reload rights, which allowed for an option holder to receive new options each time existing options were exercised if the existing options
were exercised under specific criteria provided for in the Plan. In January 2005, the Company offered to acquire the reload rights of existing stock options from the option holders by issuing them additional stock options or restricted
stock that will vest 25% per year and be expensed over a four-year period beginning in 2005 in accordance with Statement 123(R). As a result of the offer, on January 18, 2005, the Company granted 771,645 options to 37 employees with an
exercise price of $51.36, the fair value on the date of grant, and granted 7,906 restricted shares to 11 employees representing value of $363,664, substantially canceling all of the reload rights on existing stock options. One employee
chose to retain their reload rights. The stock option reload right buy-out program was not offered to the non-employee directors. Options granted under the reload buy-out plan do not earn dividend equivalents.

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



F-30



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

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



|                                                       |  |      |      |   |      |      |   |      |      |  
|------------------------------------------------------ |  | ---- | ---- | - | ---- | ---- | - | ---- | ---- | -
|                                                       |  | 2005 |      |   | 2004 |      |   | 2003 |     
|Per share weighted average fair value of stock options |  | $    | 5.91 |   |      | 4.75 |   |      | 2.23 |  
|Expected dividend yield                                |  |      | 4.3  | % |      | 4.0  | % |      | 5.5  | %
|Risk-free interest rate                                |  |      | 3.7  | % |      | 2.9  | % |      | 2.2  | %
|Expected volatility                                    |  |      | 18.0 | % |      | 19.0 | % |      | 16.0 | %
|Expected life in years                                 |  |      | 4.4  |   |      | 2.1  |   |      | 2.4  |  

The following table reports stock option activity during the years ended December 31, 2005,
2004 and 2003:



|                                |  |                  |   |  |                              |       |                                     |     |                               |   |       
|------------------------------- |  | ---------------- | - |  | ---------------------------- | ----- | ----------------------------------- | --- | ----------------------------- | - | ------
|                                |  | Number ofOptions |   |  | WeightedAverageExercisePrice |       | RemainingContractualTerm (in years) |     | IntrinsicValue (in thousands)
|Outstanding - December 31, 2002 |  | 3,097,860        |   |  | $                            | 27.47 |                                     |     |                               |   |       
|Granted                         |  | 1,622,143        |   |  |                              | 34.97 |                                     |     |                               |   |       
|Exercised                       |  | (2,215,924       | ) |  |                              | 27.73 |                                     |     |                               | $ | 16,294
|Forfeited                       |  | (7,789           | ) |  |                              | 22.95 |                                     |     |                               |   |       
|                                |  |                  |   |  |                              |       |                                     |     |                               |   |       
|Outstanding - December 31, 2003 |  | 2,496,290        |   |  |                              | 32.13 |                                     |     |                               |   |       
|                                |  |                  |   | 
|Granted                         |  | 1,904,373        |   |  |                              | 45.89 |                                     |     |                               |   |       
|Exercised                       |  | (2,719,007       | ) |  |                              | 34.27 |                                     |     |                               | $ | 30,725
|Forfeited                       |  | (6,493           | ) |  |                              | 28.63 |                                     |     |                               |   |       
|                                |  |                  |   |  |                              |       |                                     |     |                               |   |       
|Outstanding - December 31, 2004 |  | 1,675,163        |   |  |                              | 44.32 |                                     |     |                               |   |       
|                                |  |                  |   | 
|Granted                         |  | 789,331          |   |  |                              | 51.51 |                                     |     |                               |   |       
|Exercised                       |  | (437,700         | ) |  |                              | 40.67 |                                     |     |                               | $ | 7,190 
|Forfeited                       |  | (1,894           | ) |  |                              | 47.04 |                                     |     |                               |   |       
|                                |  |                  |   |  |                              |       |                                     |     |                               |   |       
|Outstanding - December 31, 2005 |  | 2,024,900        |   |  | $                            | 47.91 |                                     | 8.5 |                               | $ | 22,359
|                                |  |                  |   |  |                              |       |                                     |     |                               |   |       
|Exercisable - December 31, 2005 |  | 1,245,755        |   |  | $                            | 45.88 |                                     | 8.2 |                               | $ | 16,285
|                                |  |                  |   |  |                              |       |                                     |     |                               |   |       



F-31



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

The following table
presents information regarding unvested option activity during the year ended December 31, 2005:



|                                |  |                            |   |  |                                     |     
|------------------------------- |  | -------------------------- | - |  | ----------------------------------- | ----
|                                |  | Non-vestedNumber ofOptions |   |  | WeightedAverageGrant-DateFair Value
|Non-vested at January 1, 2005   |  | 59,102                     |   |  | $                                   | 2.22
|Granted                         |  | 771,645                    |   |  |                                     | 5.90
|Less: 2005 Vesting              |  | (51,602                    | ) |  |                                     | 2.26
|                                |  |                            |   |  |                                     |     
|Non-vested at December 31, 2005 |  | 779,145                    |   |  | $                                   | 5.86
|                                |  |                            |   |  |                                     |     

As of December 31, 2005, there was $2.9 million of total unrecognized compensation cost
related to non-vested stock options granted under the Plan. That cost is expected to be recognized over a period of three years through 2008.

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



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



| |  |  | Performance grants are earned subject to future performance measurements, which include annual growth in earnings, compounded three-year growth in earnings, and a three-year total
shareholder return peer comparison (TSR Grant). Once the performance criteria are met and the actual number of shares earned is determined, the shares vest over a term such that the performance period combined with the vesting period
equals five years.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

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



F-32



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

As of
December 31, 2005, there was $22.2 million of total unrecognized compensation cost related to non-vested restricted stock granted under the Plan, which is recorded in the additional paid in capital column of the Companys statements of
stockholders equity and comprehensive income (loss) and the general partner preferred and common units column of the Partnerships consolidated statements of changes in partners capital and comprehensive income (loss). This
unrecognized compensation cost will be recognized over the next four years through 2009.

The following table reports restricted stock
activity during the years ended December 31, 2005, 2004 and 2003:



|                              |  |                 |   |  |                               |        |                           |   |      
|----------------------------- |  | --------------- | - |  | ----------------------------- | ------ | ------------------------- | - | -----
|                              |  | Number ofShares |   |  | IntrinsicValue (in thousands) |        | WeightedAverageGrantPrice
|Unvested at December 31, 2002 |  | 665,131         |   |  |                               |        |                           |   |      
|                              |  |                 |  
|Shares Granted                |  | 361,738         |   |  |                               |        |                           | $ | 30.54
|Shares Vested and Distributed |  | (208,945        | ) |  | $                             | 6,496  |                           |   |      
|Shares Forfeited              |  | (14,260         | ) |  |                               |        |                           |   |      
|                              |  |                 |   |  |                               |        |                           |   |      
|Unvested at December 31, 2003 |  | 803,664         |   |  |                               |        |                           |   |      
|                              |  |                 |  
|Shares Granted                |  | 301,405         |   |  |                               |        |                           | $ | 39.79
|Shares Vested and Distributed |  | (275,151        | ) |  | $                             | 10,992 |                           |   |      
|Shares Forfeited              |  | (2,894          | ) |  |                               |        |                           |   |      
|                              |  |                 |   |  |                               |        |                           |   |      
|Unvested at December 31, 2004 |  | 827,024         |   |  |                               |        |                           |   |      
|                              |  |                 |  
|Shares Granted                |  | 437,674         |   |  |                               |        |                           | $ | 51.38
|Shares Vested and Distributed |  | (335,993        | ) |  | $                             | 16,501 |                           |   |      
|Shares Forfeited              |  | (4,940          | ) |  |                               |        |                           |   |      
|                              |  |                 |   |  |                               |        |                           |   |      
|Unvested at December 31, 2005 |  | 923,765         |   |  | $                             | 54,456 |                           |   |      
|                              |  |                 |   |  |                               |        |                           |   |      



F-33



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



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

The following summarizes the
calculation of basic and diluted earnings per unit for the three years ended December 31, 2005, 2004 and 2003, respectively (in thousands except per unit data):



|                                                                                         |  |      |         |      |         |      |        
|---------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | ------- | ---- | -------
|                                                                                         |  | 2005 |         | 2004 |         | 2003
|Numerator:                                                                               |  |      |         |      |         |      |        
|Income from continuing operations                                                        |  | $    | 111,254 |      | 126,221 |      | 130,532
|Discontinued operations                                                                  |  |      | 62,782  |      | 32,514  |      | 33,127 
|                                                                                         |  |      |         |      |         |      |        
|Net income                                                                               |  |      | 174,036 |      | 158,735 |      | 163,659
|Less: Preferred unit distributions and original issuance costs                           |  |      | 24,849  |      | 28,462  |      | 34,001 
|                                                                                         |  |      |         |      |         |      |        
|Net income for common unit holders                                                       |  |      | 149,187 |      | 130,273 |      | 129,658
|Less: Dividends paid on unvested restricted stock                                        |  |      | 1,109   |      | 1,041   |      | 1,099  
|                                                                                         |  |      |         |      |         |      |        
|Net income for common units holders - basic                                              |  |      | 148,078 |      | 129,232 |      | 128,559
|Add: Dividends paid on Treasury Method restricted stock                                  |  |      | 216     |      | 232     |      | 203    
|                                                                                         |  |      |         |      |         |      |        
|Net income for common unit holders  diluted                                             |  | $    | 148,294 |      | 129,464 |      | 128,762
|                                                                                         |  |      |         |      |         |      |        
|Denominator:                                                                             |  |      |         |      |         |      |        
|Weighted average common units outstanding for basic EPU                                  |  |      | 65,804  |      | 61,818  |      | 60,187 
|Incremental units to be issued under common stock options using the Treasury method      |  |      | 226     |      | 217     |      | 395    
|Incremental units to be issued under unvested restricted stock using the Treasury method |  |      | 98      |      | 110     |      | 98     
|Incremental units to be issued under Forward Equity Offering using the Treasury method   |  |      | 149     |      |        |      |       
|                                                                                         |  |      |         |      |         |      |        
|Weighted average common units outstanding for diluted EPU                                |  |      | 66,277  |      | 62,145  |      | 60,680 
|                                                                                         |  |      |         |      |         |      |        
|Income per common unit  basic                                                           |  |      |         |      |         |      |        
|Income from continuing operations                                                        |  | $    | 1.29    |      | 1.56    |      | 1.58   
|Discontinued operations                                                                  |  |      | 0.96    |      | 0.52    |      | 0.55   
|                                                                                         |  |      |         |      |         |      |        
|Net income for common unit holders per unit                                              |  | $    | 2.25    |      | 2.08    |      | 2.13   
|                                                                                         |  |      |         |      |         |      |        
|Income per common unit  diluted                                                         |  |      |         |      |         |      |        
|Income from continuing operations                                                        |  | $    | 1.28    |      | 1.56    |      | 1.57   
|Discontinued operations                                                                  |  |      | 0.95    |      | 0.52    |      | 0.55   
|                                                                                         |  |      |         |      |         |      |        
|Net income for common unit holders per unit                                              |  | $    | 2.23    |      | 2.08    |      | 2.12   
|                                                                                         |  |      |         |      |         |      |        



F-34



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



|12. | 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, 2005 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
|2006                     |  | $      | 278,574  
|2007                     |  |        | 264,352  
|2008                     |  |        | 230,293  
|2009                     |  |        | 192,881  
|2010                     |  |        | 156,695  
|Thereafter               |  |        | 1,080,865
|                         |  |        |          
|Total                    |  | $      | 2,203,660
|                         |  |        |          

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 more than 7% of the Partnerships future minimum rents.

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 from which it conducts its business. The following table summarizes the future
obligations under non-cancelable operating leases as of December 31, 2005 (in thousands):



|                         |  |        |      
|------------------------ |  | ------ | -----
|Year Ending December 31, |  | Amount
|2006                     |  | $      | 3,106
|2007                     |  |        | 2,059
|2008                     |  |        | 1,578
|2009                     |  |        | 1,351
|2010                     |  |        | 1,136



F-35



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



|13. | Commitments and Contingencies
|--- | -----------------------------

The Partnership is involved
in litigation on a number of matters and is subject to certain claims which arise in the normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect on the Partnerships consolidated
financial position, results of operations or liquidity. The Partnership is also subject to numerous environmental laws and regulations as they apply to real estate pertaining to chemicals used by the dry cleaning industry, the existence of asbestos
in older shopping centers, and underground petroleum storage tanks (USTs). The Partnership believes that the tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. The
Partnership has placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate its environmental risk. The Partnership monitors the shopping centers containing environmental issues and in
certain cases voluntarily remediates the sites. The Partnership also has legal obligations to remediate certain sites and is in the process of doing so. The Partnership estimates the cost associated with these legal obligations to be approximately
$2.7 million. The Partnership believes that the ultimate disposition of currently known environmental matters will not have a material affect on its financial position, liquidity, or operations; however, it can give no assurance that existing
environmental studies with respect to the shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to it; that the current
environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their
interpretation will not result in additional environmental liability to the Partnership.



|14. | 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 19,800 shareholders. The following table sets forth the high and low sales prices and
the cash dividends declared on the Companys common stock by quarter for 2005 and 2004:



|              |  |           |       |          |       |                       |     |           |       |          |       |                       |    
|------------- |  | --------- | ----- | -------- | ----- | --------------------- | --- | --------- | ----- | -------- | ----- | --------------------- | ---
|              |  | 2005      |       | 2004    
|Quarter Ended |  | HighPrice |       | LowPrice |       | CashDividendsDeclared |     | HighPrice |       | LowPrice |       | CashDividendsDeclared
|March 31      |  | $         | 55.39 |          | 47.00 |                       | .55 |           | 46.73 |          | 38.90 |                       | .53
|June 30       |  |           | 59.79 |          | 47.30 |                       | .55 |           | 47.35 |          | 34.52 |                       | .53
|September 30  |  |           | 63.20 |          | 55.53 |                       | .55 |           | 47.70 |          | 41.98 |                       | .53
|December 31   |  |           | 60.07 |          | 52.02 |                       | .55 |           | 55.40 |          | 46.03 |                       | .53



F-36



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##### Table of Contents

##### Index to Financial Statements

Regency Centers, L.P.

Notes to Consolidated Financial Statements

December 31, 2005



|15. | Summary of Quarterly Financial Data (Unaudited)
|--- | -----------------------------------------------

Presented
below is a summary of the consolidated quarterly financial data for the years ended December 31, 2005 and 2004 (in thousands except per unit data):



|                                        |  |              |         |   |               |         |   |              |        |   |               |         |  
|--------------------------------------- |  | ------------ | ------- | - | ------------- | ------- | - | ------------ | ------ | - | ------------- | ------- | -
|                                        |  | FirstQuarter |         |   | SecondQuarter |         |   | ThirdQuarter |        |   | FourthQuarter |        
|2005:                                   |  |              |         |   |               |         |   |              |        |   |               |         |  
|Revenues as originally reported         |  | $            | 101,688 |   |               | 111,484 |   |              | 93,626 |   |               | 98,411  |  
|Reclassified to discontinued operations |  |              | (5,747  | ) |               | (3,368  | ) |              | (2,056 | ) |               |        |  
|                                        |  |              |         |   |               |         |   |              |        |   |               |         |  
|Adjusted revenues                       |  | $            | 95,941  |   |               | 108,116 |   |              | 91,570 |   |               | 98,411  |  
|                                        |  |              |         |   |               |         |   |              |        |   |               |         |  
|Net income for common unit holders      |  | $            | 35,549  |   |               | 41,150  |   |              | 28,160 |   |               | 44,328  |  
|                                        |  |              |         |   |               |         |   |              |        |   |               |         |  
|Net income per unit:                    |  |              |         |   |               |         |   |              |        |   |               |         |  
|Basic                                   |  | $            | .55     |   |               | .64     |   |              | .42    |   |               | .64     |  
|                                        |  |              |         |   |               |         |   |              |        |   |               |         |  
|Diluted                                 |  | $            | .55     |   |               | .63     |   |              | .41    |   |               | .64     |  
|                                        |  |              |         |   |               |         |   |              |        |   |               |         |  
|2004:                                   |  |              |         |   |               |         |   |              |        |   |               |         |  
|Revenues as originally reported         |  | $            | 95,810  |   |               | 95,935  |   |              | 98,991 |   |               | 107,024 |  
|Reclassified to discontinued operations |  |              | (7,247  | ) |               | (7,332  | ) |              | (6,123 | ) |               | (6,148  | )
|                                        |  |              |         |   |               |         |   |              |        |   |               |         |  
|Adjusted revenues                       |  | $            | 88,563  |   |               | 88,603  |   |              | 92,868 |   |               | 100,876 |  
|                                        |  |              |         |   |               |         |   |              |        |   |               |         |  
|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     |  
|                                        |  |              |         |   |               |         |   |              |        |   |               |         |  



F-37



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##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Combined Real Estate and Accumulated Depreciation

December 31, 2005

(in thousands)



|                              |  |              |  |                                              |  |        |            |  |                         |  |                                          |  |           |  |        |  |       |  |        |  |       
|----------------------------- |  | ------------ |  | -------------------------------------------- |  | ------ | ---------- |  | ----------------------- |  | ---------------------------------------- |  | --------- |  | ------ |  | ----- |  | ------ |  | ------
|                              |  | Initial Cost |  | Cost CapitalizedSubsequent toAcquisition (a) |  |        | Total Cost |  | AccumulatedDepreciation |  | Total CostNet of AccumulatedDepreciation |  | Mortgages
|                              |  | Land         |  | Building &Improvements                       |  |        | Land       |  | Building &Improvements  |  | Propertiesheld forSale                   |  | Total     |  |        | 
|ALDEN BRIDGE                  |  | 12,937       |  | 10,146                                       |  | 1,902  |            |  | 13,810                  |  | 11,175                                   |  |          |  | 24,985 |  | 1,858 |  | 23,127 |  | 9,925 
|ANTHEM MARKETPLACE            |  | 6,846        |  | 13,563                                       |  | (222   | )          |  | 6,714                   |  | 13,473                                   |  |          |  | 20,187 |  | 1,074 |  | 19,113 |  | 14,870
|ASHBURN FARM MARKET CENTER    |  | 9,869        |  | 4,747                                        |  | (11    | )          |  | 9,835                   |  | 4,770                                    |  |          |  | 14,605 |  | 1,055 |  | 13,550 |  |      
|ASHFORD PLACE                 |  | 2,804        |  | 9,944                                        |  | (373   | )          |  | 2,584                   |  | 9,791                                    |  |          |  | 12,375 |  | 2,891 |  | 9,484  |  | 3,711 
|ATASCOCITA CENTER             |  | 1,008        |  | 2,237                                        |  |       |            |  | 1,008                   |  | 2,237                                    |  |          |  | 3,245  |  | 242   |  | 3,003  |  |      
|ATASCOCITA SHELL STATION      |  | 1,474        |  |                                             |  |       |            |  | 1,474                   |  |                                         |  |          |  | 1,474  |  |      |  | 1,474  |  |      
|AVENTURA SHOPPING CENTER      |  | 2,751        |  | 9,318                                        |  | 1,050  |            |  | 2,751                   |  | 10,368                                   |  |          |  | 13,119 |  | 5,797 |  | 7,322  |  |      
|BECKETT COMMONS               |  | 1,625        |  | 5,845                                        |  | 4,915  |            |  | 1,625                   |  | 10,760                                   |  |          |  | 12,385 |  | 1,784 |  | 10,601 |  |      
|BELLEVIEW SQUARE              |  | 8,132        |  | 8,610                                        |  | 226    |            |  | 8,132                   |  | 8,836                                    |  |          |  | 16,968 |  | 590   |  | 16,378 |  | 9,626 
|BENEVA VILLAGE SHOPS          |  | 2,484        |  | 8,851                                        |  | 1,019  |            |  | 2,484                   |  | 9,870                                    |  |          |  | 12,354 |  | 1,910 |  | 10,444 |  |      
|BERKSHIRE COMMONS             |  | 2,295        |  | 8,151                                        |  | 338    |            |  | 2,295                   |  | 8,489                                    |  |          |  | 10,784 |  | 2,786 |  | 7,998  |  |      
|BETHANY PARK PLACE            |  | 4,605        |  | 5,792                                        |  | (211   | )          |  | 4,290                   |  | 5,896                                    |  |          |  | 10,186 |  | 2,194 |  | 7,992  |  |      
|BLOOMINGDALE                  |  | 3,862        |  | 14,101                                       |  | 662    |            |  | 3,862                   |  | 14,763                                   |  |          |  | 18,625 |  | 3,192 |  | 15,433 |  |      
|BLOSSOM VALLEY                |  | 7,804        |  | 10,321                                       |  | 419    |            |  | 7,804                   |  | 10,740                                   |  |          |  | 18,544 |  | 1,927 |  | 16,617 |  |      
|BOULEVARD CENTER              |  | 3,659        |  | 9,658                                        |  | 725    |            |  | 3,659                   |  | 10,383                                   |  |          |  | 14,042 |  | 1,927 |  | 12,115 |  |      
|BOYNTON LAKES PLAZA           |  | 2,783        |  | 10,043                                       |  | 1,414  |            |  | 2,783                   |  | 11,457                                   |  |          |  | 14,240 |  | 2,412 |  | 11,828 |  |      
|BRIARCLIFF LA VISTA           |  | 694          |  | 2,463                                        |  | 829    |            |  | 694                     |  | 3,292                                    |  |          |  | 3,986  |  | 1,269 |  | 2,717  |  |      
|BRIARCLIFF VILLAGE            |  | 4,597        |  | 16,304                                       |  | 8,251  |            |  | 4,597                   |  | 24,555                                   |  |          |  | 29,152 |  | 7,138 |  | 22,014 |  | 11,812
|BUCKHEAD COURT                |  | 1,738        |  | 6,163                                        |  | 1,806  |            |  | 1,628                   |  | 8,079                                    |  |          |  | 9,707  |  | 2,341 |  | 7,366  |  |      
|BUCKLEY SQUARE                |  | 2,970        |  | 5,126                                        |  | 500    |            |  | 2,970                   |  | 5,626                                    |  |          |  | 8,596  |  | 1,183 |  | 7,413  |  |      
|CAMBRIDGE SQUARE SHOPPING CTR |  | 792          |  | 2,916                                        |  | 1,397  |            |  | 792                     |  | 4,313                                    |  |          |  | 5,105  |  | 1,093 |  | 4,012  |  |      
|CARMEL COMMONS                |  | 2,466        |  | 8,903                                        |  | 3,547  |            |  | 2,466                   |  | 12,450                                   |  |          |  | 14,916 |  | 2,771 |  | 12,145 |  |      
|CARRIAGE GATE                 |  | 741          |  | 2,495                                        |  | 2,355  |            |  | 833                     |  | 4,758                                    |  |          |  | 5,591  |  | 2,068 |  | 3,523  |  |      
|CASA LINDA PLAZA              |  | 4,515        |  | 30,809                                       |  | 699    |            |  | 4,515                   |  | 31,508                                   |  |          |  | 36,023 |  | 5,754 |  | 30,269 |  |      
|CENTERPLACE OF GREELEY        |  | 378          |  |                                             |  |       |            |  | 378                     |  |                                         |  |          |  | 378    |  |      |  | 378    |  |      
|CHASEWOOD PLAZA               |  | 1,675        |  | 11,391                                       |  | 12,193 |            |  | 4,612                   |  | 20,647                                   |  |          |  | 25,259 |  | 6,793 |  | 18,466 |  |      
|CHERRY GROVE                  |  | 3,533        |  | 12,710                                       |  | 2,472  |            |  | 3,533                   |  | 15,182                                   |  |          |  | 18,715 |  | 3,053 |  | 15,662 |  |      
|CHESHIRE STATION              |  | 10,182       |  | 8,443                                        |  | (421   | )          |  | 9,896                   |  | 8,308                                    |  |          |  | 18,204 |  | 2,085 |  | 16,119 |  |      
|COCHRANS CROSSING            |  | 13,154       |  | 10,066                                       |  | 2,194  |            |  | 13,154                  |  | 12,260                                   |  |          |  | 25,414 |  | 1,956 |  | 23,458 |  |      
|COOPER STREET                 |  | 2,079        |  | 10,682                                       |  | 84     |            |  | 2,079                   |  | 10,766                                   |  |          |  | 12,845 |  | 1,879 |  | 10,966 |  |      
|COSTA VERDE                   |  | 12,740       |  | 25,261                                       |  | 751    |            |  | 12,740                  |  | 26,012                                   |  |          |  | 38,752 |  | 5,884 |  | 32,868 |  |      
|COURTYARD SHOPPING CENTER     |  | 1,762        |  | 4,187                                        |  | (82    | )          |  | 5,867                   |  |                                         |  |          |  | 5,867  |  |      |  | 5,867  |  |      
|CROMWELL SQUARE               |  | 1,772        |  | 6,285                                        |  | 549    |            |  | 1,772                   |  | 6,834                                    |  |          |  | 8,606  |  | 1,936 |  | 6,670  |  |      
|DELK SPECTRUM                 |  | 2,985        |  | 11,049                                       |  | 351    |            |  | 2,985                   |  | 11,400                                   |  |          |  | 14,385 |  | 2,377 |  | 12,008 |  |      
|DIABLO PLAZA                  |  | 5,300        |  | 7,536                                        |  | 457    |            |  | 5,300                   |  | 7,993                                    |  |          |  | 13,293 |  | 1,547 |  | 11,746 |  |      
|DICKSON TN                    |  | 675          |  | 1,568                                        |  |       |            |  | 675                     |  | 1,568                                    |  |          |  | 2,243  |  | 243   |  | 2,000  |  |      
|DUNWOODY HALL                 |  | 1,819        |  | 6,451                                        |  | 5,712  |            |  | 2,529                   |  | 11,453                                   |  |          |  | 13,982 |  | 2,939 |  | 11,043 |  |      
|DUNWOODY VILLAGE              |  | 2,326        |  | 7,216                                        |  | 8,851  |            |  | 3,336                   |  | 15,057                                   |  |          |  | 18,393 |  | 3,590 |  | 14,803 |  |      
|EAST POINTE                   |  | 1,868        |  | 6,743                                        |  | 183    |            |  | 1,730                   |  | 7,064                                    |  |          |  | 8,794  |  | 1,726 |  | 7,068  |  |      
|EAST PORT PLAZA               |  | 3,257        |  | 11,611                                       |  | (1,602 | )          |  | 3,257                   |  | 10,009                                   |  |          |  | 13,266 |  | 1,344 |  | 11,922 |  |      
|EAST TOWNE SHOPPING CENTER    |  | 2,957        |  | 4,881                                        |  | 16     |            |  | 2,957                   |  | 4,897                                    |  |          |  | 7,854  |  | 512   |  | 7,342  |  |      
|EL CAMINO                     |  | 7,600        |  | 10,852                                       |  | 544    |            |  | 7,600                   |  | 11,396                                   |  |          |  | 18,996 |  | 2,180 |  | 16,816 |  |      
|EL NORTE PKWY PLAZA           |  | 2,834        |  | 6,332                                        |  | 777    |            |  | 2,834                   |  | 7,109                                    |  |          |  | 9,943  |  | 1,339 |  | 8,604  |  |      
|ENCINA GRANDE                 |  | 5,040        |  | 10,379                                       |  | 707    |            |  | 5,040                   |  | 11,086                                   |  |          |  | 16,126 |  | 2,030 |  | 14,096 |  |      
|FALCON RIDGE TOWN CENTER      |  | 8,646        |  | 23,190                                       |  |       |            |  | 8,646                   |  | 23,190                                   |  |          |  | 31,836 |  | 579   |  | 31,257 |  |      
|FENTON MARKETPLACE            |  | 3,020        |  | 10,153                                       |  | (346   | )          |  | 2,615                   |  | 10,212                                   |  |          |  | 12,827 |  | 1,139 |  | 11,688 |  |      
|FLEMING ISLAND                |  | 3,077        |  | 6,292                                        |  | 4,941  |            |  | 3,077                   |  | 11,233                                   |  |          |  | 14,310 |  | 1,936 |  | 12,374 |  | 2,485 
|FOLSOM PRAIRIE CITY CROSSING  |  | 3,944        |  | 11,258                                       |  | 1,863  |            |  | 4,164                   |  | 12,901                                   |  |          |  | 17,065 |  | 1,445 |  | 15,620 |  |      
|FORT BEND CENTER              |  | 6,966        |  | 4,197                                        |  | (2,910 | )          |  | 4,060                   |  | 4,193                                    |  |          |  | 8,253  |  | 728   |  | 7,525  |  |      
|FORTUNA                       |  | 8,336        |  | 6,898                                        |  |       |            |  | 8,336                   |  | 6,898                                    |  |          |  | 15,234 |  | 208   |  | 15,026 |  |      
|FRANKFORT CROSSING SHPG CTR   |  | 8,325        |  | 6,067                                        |  | 978    |            |  | 7,874                   |  | 7,496                                    |  |          |  | 15,370 |  | 1,308 |  | 14,062 |  |      
|FRIARS MISSION                |  | 6,660        |  | 27,277                                       |  | 534    |            |  | 6,660                   |  | 27,811                                   |  |          |  | 34,471 |  | 4,721 |  | 29,750 |  | 1,020 
|GARDEN SQUARE                 |  | 2,074        |  | 7,615                                        |  | 618    |            |  | 2,136                   |  | 8,171                                    |  |          |  | 10,307 |  | 1,796 |  | 8,511  |  |      
|GARNER                        |  | 5,591        |  | 19,897                                       |  | 1,935  |            |  | 5,591                   |  | 21,832                                   |  |          |  | 27,423 |  | 4,006 |  | 23,417 |  |      



S-1



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Combined Real Estate and Accumulated Depreciation

December 31, 2005

(in thousands)



|                               |  |              |  |                                              |  |        |            |  |                         |  |                                          |  |           |  |        |  |       |  |        |  |       
|------------------------------ |  | ------------ |  | -------------------------------------------- |  | ------ | ---------- |  | ----------------------- |  | ---------------------------------------- |  | --------- |  | ------ |  | ----- |  | ------ |  | ------
|                               |  | Initial Cost |  | Cost CapitalizedSubsequent toAcquisition (a) |  |        | Total Cost |  | AccumulatedDepreciation |  | Total CostNet of AccumulatedDepreciation |  | Mortgages
|                               |  | Land         |  | Building &Improvements                       |  |        | Land       |  | Building &Improvements  |  | Propertiesheld forSale                   |  | Total     |  |        | 
|GATEWAY SHOPPING CENTER        |  | 51,719       |  | 4,545                                        |  | 1,123  |            |  | 52,610                  |  | 4,777                                    |  |          |  | 57,387 |  | 888   |  | 56,499 |  | 22,043
|GELSONS WESTLAKE MARKET PLAZA |  | 2,332        |  | 8,316                                        |  | 3,375  |            |  | 3,145                   |  | 10,878                                   |  |          |  | 14,023 |  | 883   |  | 13,140 |  |      
|GLENWOOD VILLAGE               |  | 1,194        |  | 4,235                                        |  | 970    |            |  | 1,194                   |  | 5,205                                    |  |          |  | 6,399  |  | 1,474 |  | 4,925  |  |      
|GRANDE OAK                     |  | 5,569        |  | 5,900                                        |  | (609   | )          |  | 4,976                   |  | 5,884                                    |  |          |  | 10,860 |  | 1,022 |  | 9,838  |  |      
|HANCOCK                        |  | 8,232        |  | 24,249                                       |  | 3,273  |            |  | 8,232                   |  | 27,522                                   |  |          |  | 35,754 |  | 5,185 |  | 30,569 |  |      
|HARPETH VILLAGE FIELDSTONE     |  | 2,284        |  | 5,559                                        |  | 3,858  |            |  | 2,284                   |  | 9,417                                    |  |          |  | 11,701 |  | 1,860 |  | 9,841  |  |      
|HASLEY CANYON VILLAGE          |  | 6,163        |  | 6,569                                        |  |       |            |  | 6,163                   |  | 6,569                                    |  |          |  | 12,732 |  | 303   |  | 12,429 |  |      
|HERITAGE LAND                  |  | 12,390       |  |                                             |  |       |            |  | 12,390                  |  |                                         |  |          |  | 12,390 |  |      |  | 12,390 |  |      
|HERITAGE PLAZA                 |  |             |  | 23,676                                       |  | 1,788  |            |  |                        |  | 25,464                                   |  |          |  | 25,464 |  | 4,840 |  | 20,624 |  |      
|HERSHEY                        |  | 7            |  | 807                                          |  | 1      |            |  | 7                       |  | 808                                      |  |          |  | 815    |  | 104   |  | 711    |  |      
|HILLCREST VILLAGE              |  | 1,600        |  | 1,798                                        |  | 78     |            |  | 1,600                   |  | 1,876                                    |  |          |  | 3,476  |  | 329   |  | 3,147  |  |      
|HINSDALE                       |  | 4,218        |  | 15,040                                       |  | 2,431  |            |  | 5,734                   |  | 15,955                                   |  |          |  | 21,689 |  | 3,014 |  | 18,675 |  |      
|HOLLYMEAD                      |  | 12,781       |  | 16,989                                       |  |       |            |  | 12,781                  |  | 16,989                                   |  |          |  | 29,770 |  | 178   |  | 29,592 |  |      
|HYDE PARK                      |  | 9,240        |  | 33,340                                       |  | 6,384  |            |  | 9,768                   |  | 39,196                                   |  |          |  | 48,964 |  | 8,476 |  | 40,488 |  |      
|INDEPENDENCE SQUARE            |  | 4,963        |  | 7,911                                        |  |       |            |  | 4,963                   |  | 7,911                                    |  |          |  | 12,874 |  | 610   |  | 12,264 |  |      
|INGLEWOOD PLAZA                |  | 1,300        |  | 1,862                                        |  | 181    |            |  | 1,300                   |  | 2,043                                    |  |          |  | 3,343  |  | 409   |  | 2,934  |  |      
|JOHNS CREEK SHOPPING CENTER   |  | 5,480        |  | 7,758                                        |  |       |            |  | 5,480                   |  | 7,758                                    |  |          |  | 13,238 |  | 417   |  | 12,821 |  |      
|KELLER TOWN CENTER             |  | 2,294        |  | 12,239                                       |  | 470    |            |  | 2,294                   |  | 12,709                                   |  |          |  | 15,003 |  | 2,240 |  | 12,763 |  |      
|KERNERSVILLE PLAZA             |  | 1,742        |  | 6,081                                        |  | 558    |            |  | 1,742                   |  | 6,639                                    |  |          |  | 8,381  |  | 1,308 |  | 7,073  |  | 4,557 
|KINGSDALE SHOPPING CENTER      |  | 3,867        |  | 14,020                                       |  | 6,186  |            |  | 4,028                   |  | 20,045                                   |  |          |  | 24,073 |  | 4,324 |  | 19,749 |  |      
|KLEINWOOD CENTER               |  | 12,878       |  | 11,458                                       |  |       |            |  | 12,878                  |  | 11,458                                   |  |          |  | 24,336 |  | 1,145 |  | 23,191 |  |      
|KROGER NEW ALBANY CENTER       |  | 2,770        |  | 6,379                                        |  | 1,238  |            |  | 3,844                   |  | 6,543                                    |  |          |  | 10,387 |  | 1,726 |  | 8,661  |  | 6,968 
|LAKE PINE PLAZA                |  | 2,008        |  | 6,909                                        |  | 676    |            |  | 2,008                   |  | 7,585                                    |  |          |  | 9,593  |  | 1,500 |  | 8,093  |  | 5,685 
|LEBANON/LEGACY CENTER          |  | 3,906        |  | 7,391                                        |  | 87     |            |  | 3,913                   |  | 7,471                                    |  |          |  | 11,384 |  | 951   |  | 10,433 |  |      
|LEETSDALE MARKETPLACE          |  | 3,420        |  | 9,934                                        |  | 237    |            |  | 3,420                   |  | 10,171                                   |  |          |  | 13,591 |  | 1,785 |  | 11,806 |  |      
|LITTLETON SQUARE               |  | 2,030        |  | 8,255                                        |  | 261    |            |  | 2,030                   |  | 8,516                                    |  |          |  | 10,546 |  | 1,464 |  | 9,082  |  |      
|LLOYD KING CENTER              |  | 1,779        |  | 8,855                                        |  | 278    |            |  | 1,779                   |  | 9,133                                    |  |          |  | 10,912 |  | 1,692 |  | 9,220  |  |      
|LOEHMANNS PLAZA CALIFORNIA     |  | 5,420        |  | 8,679                                        |  | 456    |            |  | 5,420                   |  | 9,135                                    |  |          |  | 14,555 |  | 1,765 |  | 12,790 |  |      
|LOEHMANNS PLAZA GEORGIA        |  | 3,982        |  | 14,118                                       |  | 1,502  |            |  | 3,982                   |  | 15,620                                   |  |          |  | 19,602 |  | 4,499 |  | 15,103 |  |      
|MACARTHUR PARK REPURCHASE      |  | 1,930        |  |                                             |  | (758   | )          |  | 1,172                   |  |                                         |  |          |  | 1,172  |  |      |  | 1,172  |  |      
|MAIN STREET CENTER             |  | 3,569        |  | 4,048                                        |  |       |            |  | 3,569                   |  | 4,048                                    |  |          |  | 7,617  |  | 648   |  | 6,969  |  |      
|MARKET AT PRESTON FOREST       |  | 4,400        |  | 10,753                                       |  | 92     |            |  | 4,400                   |  | 10,845                                   |  |          |  | 15,245 |  | 1,844 |  | 13,401 |  |      
|MARKET AT ROUND ROCK           |  | 2,000        |  | 9,676                                        |  | 281    |            |  | 2,000                   |  | 9,957                                    |  |          |  | 11,957 |  | 1,774 |  | 10,183 |  |      
|MARKETPLACE ST PETE            |  | 1,287        |  | 4,663                                        |  | 692    |            |  | 1,287                   |  | 5,355                                    |  |          |  | 6,642  |  | 1,433 |  | 5,209  |  |      
|MARTIN DOWNS VILLAGE CENTER    |  | 2,000        |  | 5,133                                        |  | 4,359  |            |  | 2,438                   |  | 9,054                                    |  |          |  | 11,492 |  | 3,666 |  | 7,826  |  |      
|MARTIN DOWNS VILLAGE SHOPPES   |  | 700          |  | 1,208                                        |  | 3,648  |            |  | 817                     |  | 4,739                                    |  |          |  | 5,556  |  | 1,599 |  | 3,957  |  |      
|MAXTOWN ROAD (NORTHGATE)       |  | 1,753        |  | 6,244                                        |  | 172    |            |  | 1,753                   |  | 6,416                                    |  |          |  | 8,169  |  | 1,324 |  | 6,845  |  | 4,558 
|MAYNARD CROSSING               |  | 4,066        |  | 14,084                                       |  | 1,383  |            |  | 4,066                   |  | 15,467                                   |  |          |  | 19,533 |  | 3,061 |  | 16,472 |  | 10,227
|MILLHOPPER                     |  | 1,073        |  | 3,594                                        |  | 1,724  |            |  | 1,073                   |  | 5,318                                    |  |          |  | 6,391  |  | 2,714 |  | 3,677  |  |      
|MOCKINGBIRD COMMON             |  | 3,000        |  | 9,676                                        |  | 530    |            |  | 3,000                   |  | 10,206                                   |  |          |  | 13,206 |  | 1,985 |  | 11,221 |  |      
|MONUMENT JACKSON CREEK         |  | 2,999        |  | 6,476                                        |  | 60     |            |  | 2,999                   |  | 6,536                                    |  |          |  | 9,535  |  | 1,634 |  | 7,901  |  |      
|MORNINGSIDE PLAZA              |  | 4,300        |  | 13,120                                       |  | 335    |            |  | 4,300                   |  | 13,455                                   |  |          |  | 17,755 |  | 2,436 |  | 15,319 |  |      
|MURRAY LANDING                 |  | 3,655        |  | 4,587                                        |  | 25     |            |  | 3,655                   |  | 4,612                                    |  |          |  | 8,267  |  | 628   |  | 7,639  |  |      
|MURRAYHILL MARKETPLACE         |  | 2,600        |  | 15,753                                       |  | 2,263  |            |  | 2,670                   |  | 17,946                                   |  |          |  | 20,616 |  | 3,546 |  | 17,070 |  | 8,836 
|NASHBORO                       |  | 1,824        |  | 7,168                                        |  | 474    |            |  | 1,824                   |  | 7,642                                    |  |          |  | 9,466  |  | 1,303 |  | 8,163  |  |      
|NEW WINDSOR MARKETPLACE        |  | 1,978        |  | 3,543                                        |  |       |            |  | 1,978                   |  | 3,543                                    |  |          |  | 5,521  |  | 463   |  | 5,058  |  |      
|NEWBERRY SQUARE                |  | 2,341        |  | 8,467                                        |  | 1,590  |            |  | 2,341                   |  | 10,057                                   |  |          |  | 12,398 |  | 3,701 |  | 8,697  |  |      
|NEWLAND CENTER                 |  | 12,500       |  | 12,221                                       |  | (1,917 | )          |  | 12,500                  |  | 10,304                                   |  |          |  | 22,804 |  | 2,451 |  | 20,353 |  |      
|NORTH HILLS                    |  | 4,900        |  | 18,972                                       |  | 303    |            |  | 4,900                   |  | 19,275                                   |  |          |  | 24,175 |  | 3,341 |  | 20,834 |  | 6,559 
|NORTHLAKE VILLAGE I            |  | 2,662        |  | 9,685                                        |  | 1,276  |            |  | 2,662                   |  | 10,961                                   |  |          |  | 13,623 |  | 1,517 |  | 12,106 |  |      
|OAKBROOK PLAZA                 |  | 4,000        |  | 6,366                                        |  | 240    |            |  | 4,000                   |  | 6,606                                    |  |          |  | 10,606 |  | 1,363 |  | 9,243  |  |      
|OCEAN BREEZE                   |  | 1,250        |  | 3,341                                        |  | 4,334  |            |  | 1,527                   |  | 7,398                                    |  |          |  | 8,925  |  | 2,696 |  | 6,229  |  |      
|OLD ST AUGUSTINE PLAZA         |  | 2,047        |  | 7,355                                        |  | 1,586  |            |  | 2,107                   |  | 8,881                                    |  |          |  | 10,988 |  | 2,574 |  | 8,414  |  |      
|ORCHARD MARKET CENTER          |  | 2,451        |  | 3,212                                        |  |       |            |  | 2,451                   |  | 3,212                                    |  |          |  | 5,663  |  | 49    |  | 5,614  |  |      



S-2



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Combined Real Estate and Accumulated Depreciation

December 31, 2005

(in thousands)



|                             |  |              |  |                                              |  |        |            |  |                         |  |                                          |  |           |  |        |  |        |  |        |  |       
|---------------------------- |  | ------------ |  | -------------------------------------------- |  | ------ | ---------- |  | ----------------------- |  | ---------------------------------------- |  | --------- |  | ------ |  | ------ |  | ------ |  | ------
|                             |  | Initial Cost |  | Cost CapitalizedSubsequent toAcquisition (a) |  |        | Total Cost |  | AccumulatedDepreciation |  | Total CostNet of AccumulatedDepreciation |  | Mortgages
|                             |  | Land         |  | Building &Improvements                       |  |        | Land       |  | Building &Improvements  |  | Propertiesheld forSale                   |  | Total     |  |        | 
|PACES FERRY PLAZA            |  | 2,812        |  | 9,968                                        |  | 2,320  |            |  | 2,812                   |  | 12,288                                   |  |          |  | 15,100 |  | 3,448  |  | 11,652 |  |      
|PALM TRAILS PLAZA            |  | 2,439        |  | 5,819                                        |  | (1,374 | )          |  |                        |  |                                         |  | 6,884     |  | 6,884  |  |       |  | 6,884  |  |      
|PANTHER CREEK                |  | 14,414       |  | 12,079                                       |  | 2,308  |            |  | 14,414                  |  | 14,387                                   |  |          |  | 28,801 |  | 2,272  |  | 26,529 |  | 10,218
|PARK PLACE SHOPPING CENTER   |  | 2,232        |  | 7,974                                        |  | 1,365  |            |  | 2,232                   |  | 9,339                                    |  |          |  | 11,571 |  | 1,637  |  | 9,934  |  |      
|PEARTREE VILLAGE             |  | 5,197        |  | 8,733                                        |  | 10,830 |            |  | 5,197                   |  | 19,563                                   |  |          |  | 24,760 |  | 4,425  |  | 20,335 |  | 11,275
|PELHAM COMMONS               |  | 3,714        |  | 5,436                                        |  |       |            |  | 3,714                   |  | 5,436                                    |  |          |  | 9,150  |  | 729    |  | 8,421  |  |      
|PHENIX CROSSING              |  | 1,544        |  |                                             |  |       |            |  | 1,544                   |  |                                         |  |          |  | 1,544  |  |       |  | 1,544  |  |      
|PIKE CREEK                   |  | 5,077        |  | 18,860                                       |  | 1,628  |            |  | 5,077                   |  | 20,488                                   |  |          |  | 25,565 |  | 4,236  |  | 21,329 |  |      
|PIMA CROSSING                |  | 5,800        |  | 24,892                                       |  | 1,228  |            |  | 5,800                   |  | 26,120                                   |  |          |  | 31,920 |  | 4,591  |  | 27,329 |  |      
|PINE LAKE VILLAGE            |  | 6,300        |  | 10,522                                       |  | 139    |            |  | 6,300                   |  | 10,661                                   |  |          |  | 16,961 |  | 1,863  |  | 15,098 |  |      
|PINE TREE PLAZA              |  | 539          |  | 1,996                                        |  | 4,158  |            |  | 668                     |  | 6,025                                    |  |          |  | 6,693  |  | 1,122  |  | 5,571  |  |      
|PLAZA HERMOSA                |  | 4,200        |  | 9,370                                        |  | 632    |            |  | 4,200                   |  | 10,002                                   |  |          |  | 14,202 |  | 1,783  |  | 12,419 |  |      
|POWELL STREET PLAZA          |  | 8,248        |  | 29,279                                       |  | 271    |            |  | 8,248                   |  | 29,550                                   |  |          |  | 37,798 |  | 3,001  |  | 34,797 |  |      
|POWERS FERRY SQUARE          |  | 3,608        |  | 12,791                                       |  | 4,751  |            |  | 3,608                   |  | 17,542                                   |  |          |  | 21,150 |  | 4,895  |  | 16,255 |  |      
|POWERS FERRY VILLAGE         |  | 1,191        |  | 4,224                                        |  | 287    |            |  | 1,191                   |  | 4,511                                    |  |          |  | 5,702  |  | 1,315  |  | 4,387  |  | 2,630 
|PRESTON PARK                 |  | 6,400        |  | 46,896                                       |  | 4,129  |            |  | 6,400                   |  | 51,025                                   |  |          |  | 57,425 |  | 8,699  |  | 48,726 |  |      
|PRESTONBROOK                 |  | 4,704        |  | 10,762                                       |  | 174    |            |  | 7,069                   |  | 8,571                                    |  |          |  | 15,640 |  | 2,267  |  | 13,373 |  |      
|PRESTONWOOD PARK             |  | 8,077        |  | 14,938                                       |  | 282    |            |  | 8,077                   |  | 15,220                                   |  |          |  | 23,297 |  | 2,885  |  | 20,412 |  |      
|REGENCY COURT                |  | 3,571        |  | 12,664                                       |  | (383   | )          |  | 3,571                   |  | 12,281                                   |  |          |  | 15,852 |  | 1,577  |  | 14,275 |  |      
|REGENCY SQUARE BRANDON       |  | 578          |  | 18,157                                       |  | 10,752 |            |  | 4,770                   |  | 24,717                                   |  |          |  | 29,487 |  | 11,547 |  | 17,940 |  |      
|RIVERMONT STATION            |  | 2,887        |  | 10,445                                       |  | 164    |            |  | 2,887                   |  | 10,609                                   |  |          |  | 13,496 |  | 2,308  |  | 11,188 |  |      
|RONA PLAZA                   |  | 1,500        |  | 4,356                                        |  | 90     |            |  | 1,500                   |  | 4,446                                    |  |          |  | 5,946  |  | 766    |  | 5,180  |  |      
|RUSSELL RIDGE                |  | 2,153        |  |                                             |  | 6,912  |            |  | 2,215                   |  | 6,850                                    |  |          |  | 9,065  |  | 1,927  |  | 7,138  |  | 5,786 
|SAMMAMISH HIGHLAND           |  | 9,300        |  | 7,553                                        |  | 200    |            |  | 9,300                   |  | 7,753                                    |  |          |  | 17,053 |  | 1,378  |  | 15,675 |  |      
|SAN LEANDRO                  |  | 1,300        |  | 7,891                                        |  | 262    |            |  | 1,300                   |  | 8,153                                    |  |          |  | 9,453  |  | 1,518  |  | 7,935  |  |      
|SANTA ANA DOWNTOWN           |  | 4,240        |  | 7,319                                        |  | 931    |            |  | 4,240                   |  | 8,250                                    |  |          |  | 12,490 |  | 1,685  |  | 10,805 |  |      
|SEQUOIA STATION              |  | 9,100        |  | 17,900                                       |  | 190    |            |  | 9,100                   |  | 18,090                                   |  |          |  | 27,190 |  | 3,168  |  | 24,022 |  |      
|SHERWOOD CROSSROADS          |  | 2,731        |  | 3,612                                        |  | 1,783  |            |  | 2,731                   |  | 5,395                                    |  |          |  | 8,126  |  | 542    |  | 7,584  |  |      
|SHERWOOD MARKET CENTER       |  | 3,475        |  | 15,898                                       |  | 162    |            |  | 3,475                   |  | 16,060                                   |  |          |  | 19,535 |  | 2,931  |  | 16,604 |  |      
|SHILOH SPRINGS               |  | 4,968        |  | 7,859                                        |  | 4,461  |            |  | 5,739                   |  | 11,549                                   |  |          |  | 17,288 |  | 4,204  |  | 13,084 |  |      
|SHOPPES AT MASON             |  | 1,577        |  | 5,358                                        |  | 84     |            |  | 1,577                   |  | 5,442                                    |  |          |  | 7,019  |  | 1,097  |  | 5,922  |  | 3,721 
|SIGNAL HILL                  |  | 7,287        |  | 10,084                                       |  |       |            |  | 7,287                   |  | 10,084                                   |  |          |  | 17,371 |  | 560    |  | 16,811 |  |      
|SIGNATURE PLAZA              |  | 2,055        |  | 4,159                                        |  |       |            |  | 2,055                   |  | 4,159                                    |  |          |  | 6,214  |  | 151    |  | 6,063  |  |      
|SOUTH MOUNTAIN               |  | 934          |  |                                             |  | (168   | )          |  | 766                     |  |                                         |  |          |  | 766    |  |       |  | 766    |  |      
|SOUTH POINT PLAZA            |  | 5,000        |  | 10,086                                       |  | (1,655 | )          |  |                        |  |                                         |  | 13,431    |  | 13,431 |  |       |  | 13,431 |  |      
|SOUTHCENTER                  |  | 1,300        |  | 12,251                                       |  | 282    |            |  | 1,300                   |  | 12,533                                   |  |          |  | 13,833 |  | 2,140  |  | 11,693 |  |      
|SOUTHPOINT CROSSING          |  | 4,399        |  | 11,116                                       |  | 996    |            |  | 4,399                   |  | 12,112                                   |  |          |  | 16,511 |  | 2,230  |  | 14,281 |  |      
|STARKE                       |  | 71           |  | 1,674                                        |  | 9      |            |  | 71                      |  | 1,683                                    |  |          |  | 1,754  |  | 213    |  | 1,541  |  |      
|STATLER SQUARE PHASE I       |  | 2,228        |  | 7,480                                        |  | 791    |            |  | 2,228                   |  | 8,271                                    |  |          |  | 10,499 |  | 1,726  |  | 8,773  |  | 4,705 
|STERLING RIDGE               |  | 12,846       |  | 10,085                                       |  | 1,932  |            |  | 12,846                  |  | 12,017                                   |  |          |  | 24,863 |  | 1,911  |  | 22,952 |  | 10,420
|STRAWFLOWER VILLAGE          |  | 4,060        |  | 7,233                                        |  | 366    |            |  | 4,060                   |  | 7,599                                    |  |          |  | 11,659 |  | 1,413  |  | 10,246 |  |      
|STROH RANCH                  |  | 4,138        |  | 7,111                                        |  | 982    |            |  | 4,280                   |  | 7,951                                    |  |          |  | 12,231 |  | 1,919  |  | 10,312 |  |      
|SUNNYSIDE 205                |  | 1,200        |  | 8,703                                        |  | 515    |            |  | 1,200                   |  | 9,218                                    |  |          |  | 10,418 |  | 1,652  |  | 8,766  |  |      
|TALL OAKS VILLAGE CENTER     |  | 1,858        |  | 6,736                                        |  | 95     |            |  | 1,858                   |  | 6,831                                    |  |          |  | 8,689  |  | 667    |  | 8,022  |  | 6,201 
|TASSAJARA CROSSING           |  | 8,560        |  | 14,900                                       |  | 183    |            |  | 8,560                   |  | 15,083                                   |  |          |  | 23,643 |  | 2,613  |  | 21,030 |  |      
|THE MARKET AT OPITZ CROSSING |  | 9,902        |  | 8,339                                        |  | 915    |            |  | 9,902                   |  | 9,254                                    |  |          |  | 19,156 |  | 1,221  |  | 17,935 |  | 12,208
|THE SHOPS                    |  | 3,293        |  | 2,320                                        |  | 720    |            |  | 3,173                   |  | 3,160                                    |  |          |  | 6,333  |  | 348    |  | 5,985  |  | 4,714 
|THE SHOPS OF SANTA BARBARA   |  | 9,477        |  | 1,323                                        |  | 6      |            |  | 9,477                   |  | 1,329                                    |  |          |  | 10,806 |  | 697    |  | 10,109 |  | 7,916 
|THOMAS LAKE                  |  | 6,000        |  | 10,302                                       |  | 256    |            |  | 6,000                   |  | 10,558                                   |  |          |  | 16,558 |  | 1,842  |  | 14,716 |  |      
|TOWN CENTER AT MARTIN DOWNS  |  | 1,364        |  | 4,985                                        |  | 145    |            |  | 1,364                   |  | 5,130                                    |  |          |  | 6,494  |  | 1,185  |  | 5,309  |  |      
|TOWN SQUARE                  |  | 438          |  | 1,555                                        |  | 6,999  |            |  | 883                     |  | 8,109                                    |  |          |  | 8,992  |  | 1,608  |  | 7,384  |  |      
|TRACE CROSSING               |  | 4,356        |  | 4,896                                        |  |       |            |  | 4,356                   |  | 4,896                                    |  |          |  | 9,252  |  | 619    |  | 8,633  |  | 8,438 
|TROPHY CLUB                  |  | 2,595        |  | 10,467                                       |  | 261    |            |  | 2,595                   |  | 10,728                                   |  |          |  | 13,323 |  | 1,707  |  | 11,616 |  |      
|TWIN PEAKS                   |  | 5,200        |  | 25,120                                       |  | 217    |            |  | 5,200                   |  | 25,337                                   |  |          |  | 30,537 |  | 4,443  |  | 26,094 |  |      



S-3



---

##### Table of Contents

##### Index to Financial Statements

REGENCY CENTERS, L.P.

Combined Real Estate and Accumulated Depreciation

December 31, 2005

(in thousands)



|                                   |  |              |  |                                              |  |         |            |  |                         |  |                                          |  |           |  |           |  |         |  |           |  |        
|---------------------------------- |  | ------------ |  | -------------------------------------------- |  | ------- | ---------- |  | ----------------------- |  | ---------------------------------------- |  | --------- |  | --------- |  | ------- |  | --------- |  | -------
|                                   |  | Initial Cost |  | Cost CapitalizedSubsequent toAcquisition (a) |  |         | Total Cost |  | AccumulatedDepreciation |  | Total CostNet of AccumulatedDepreciation |  | Mortgages
|                                   |  | Land         |  | Building &Improvements                       |  |         | Land       |  | Building &Improvements  |  | Propertiesheld forSale                   |  | Total     |  |           | 
|UNION SQUARE SHOPPING CENTER       |  | 1,579        |  | 5,934                                        |  | (1,066  | )          |  |                        |  |                                         |  | 6,447     |  | 6,447     |  |        |  | 6,447     |  |       
|UNIVERSITY COLLECTION              |  | 2,530        |  | 8,972                                        |  | (1,697  | )          |  |                        |  |                                         |  | 9,805     |  | 9,805     |  |        |  | 9,805     |  |       
|VALENCIA CROSSROADS                |  | 17,913       |  | 17,357                                       |  | 192     |            |  | 17,921                  |  | 17,541                                   |  |          |  | 35,462    |  | 2,657   |  | 32,805    |  |       
|VALLEY RANCH CENTRE                |  | 3,021        |  | 10,728                                       |  | 86      |            |  | 3,021                   |  | 10,814                                   |  |          |  | 13,835    |  | 1,884   |  | 11,951    |  |       
|VENTURA VILLAGE                    |  | 4,300        |  | 6,351                                        |  | 258     |            |  | 4,300                   |  | 6,609                                    |  |          |  | 10,909    |  | 1,178   |  | 9,731     |  |       
|VILLAGE CENTER 6                   |  | 3,885        |  | 10,799                                       |  | 2,427   |            |  | 3,885                   |  | 13,226                                   |  |          |  | 17,111    |  | 3,297   |  | 13,814    |  |       
|VINEYARD SHOPPING CENTER           |  | 2,802        |  | 3,916                                        |  | 127     |            |  | 2,958                   |  | 3,887                                    |  |          |  | 6,845     |  | 618     |  | 6,227     |  |       
|VISTA VILLAGE                      |  | 9,721        |  | 24,832                                       |  |        |            |  | 9,721                   |  | 24,832                                   |  |          |  | 34,553    |  | 1,773   |  | 32,780    |  |       
|WALKER CENTER                      |  | 3,840        |  | 6,418                                        |  | 420     |            |  | 3,840                   |  | 6,838                                    |  |          |  | 10,678    |  | 1,269   |  | 9,409     |  |       
|WATERFORD TOWNE CENTER             |  | 5,650        |  | 6,844                                        |  | 1,932   |            |  | 6,493                   |  | 7,933                                    |  |          |  | 14,426    |  | 2,207   |  | 12,219    |  |       
|WELLEBY                            |  | 1,496        |  | 5,372                                        |  | 2,233   |            |  | 1,496                   |  | 7,605                                    |  |          |  | 9,101     |  | 2,609   |  | 6,492     |  |       
|WELLINGTON TOWN SQUARE             |  | 1,914        |  | 7,198                                        |  | 4,740   |            |  | 2,041                   |  | 11,811                                   |  |          |  | 13,852    |  | 2,234   |  | 11,618    |  |       
|WEST PARK PLAZA                    |  | 5,840        |  | 4,992                                        |  | 323     |            |  | 5,840                   |  | 5,315                                    |  |          |  | 11,155    |  | 956     |  | 10,199    |  |       
|WESTBROOK COMMONS                  |  | 3,366        |  | 11,928                                       |  | 942     |            |  | 3,366                   |  | 12,870                                   |  |          |  | 16,236    |  | 1,596   |  | 14,640    |  |       
|WESTCHESTER PLAZA                  |  | 1,857        |  | 6,456                                        |  | 886     |            |  | 1,857                   |  | 7,342                                    |  |          |  | 9,199     |  | 1,933   |  | 7,266     |  |       
|WESTLAKE VILLAGE CENTER            |  | 7,043        |  | 25,744                                       |  | 1,096   |            |  | 7,043                   |  | 26,840                                   |  |          |  | 33,883    |  | 5,242   |  | 28,641    |  |       
|WESTRIDGE                          |  | 9,516        |  | 10,789                                       |  | 582     |            |  | 9,516                   |  | 11,371                                   |  |          |  | 20,887    |  | 952     |  | 19,935    |  |       
|WHITE OAK - DOVER, DE              |  | 2,147        |  | 2,927                                        |  | 139     |            |  | 2,144                   |  | 3,069                                    |  |          |  | 5,213     |  | 487     |  | 4,726     |  |       
|WILLA SPRINGS SHOPPING CENTER      |  | 2,004        |  | 9,267                                        |  | (96     | )          |  | 2,144                   |  | 9,031                                    |  |          |  | 11,175    |  | 1,398   |  | 9,777     |  |       
|WINDMILLER PLAZA PHASE I           |  | 2,620        |  | 11,191                                       |  | 1,482   |            |  | 2,620                   |  | 12,673                                   |  |          |  | 15,293    |  | 2,420   |  | 12,873    |  |       
|WOODCROFT SHOPPING CENTER          |  | 1,419        |  | 5,212                                        |  | 641     |            |  | 1,419                   |  | 5,853                                    |  |          |  | 7,272     |  | 1,559   |  | 5,713     |  |       
|WOODMAN VAN NUYS                   |  | 5,500        |  | 6,835                                        |  | 344     |            |  | 5,500                   |  | 7,179                                    |  |          |  | 12,679    |  | 1,352   |  | 11,327    |  | 4,525  
|WOODMEN PLAZA                      |  | 6,014        |  | 10,078                                       |  | 2,203   |            |  | 7,621                   |  | 10,674                                   |  |          |  | 18,295    |  | 3,223   |  | 15,072    |  |       
|WOODSIDE CENTRAL                   |  | 3,500        |  | 8,846                                        |  | 163     |            |  | 3,500                   |  | 9,009                                    |  |          |  | 12,509    |  | 1,562   |  | 10,947    |  |       
|WORTHINGTON PARK CENTRE            |  | 3,346        |  | 10,054                                       |  | 701     |            |  | 3,248                   |  | 10,853                                   |  |          |  | 14,101    |  | 3,377   |  | 10,724    |  |       
|OPERATING BUILD TO SUIT PROPERTIES |  | 14,473       |  | 1,080                                        |  |        |            |  | 14,473                  |  | 1,080                                    |  |          |  | 15,553    |  | 1,473   |  | 14,080    |  |       
|                                   |  |              |  |                                              |  |         |            |  |                         |  |                                          |  |           |  |           |  |         |  |           |  |        
|                                   |  | 844,612      |  | 1,749,806                                    |  | 221,721 |            |  | 853,275                 |  | 1,926,297                                |  | 36,567    |  | 2,816,139 |  | 380,613 |  | 2,435,526 |  | 215,639
|                                   |  |              |  |                                              |  |         |            |  |                         |  |                                          |  |           |  |           |  |         |  |           |  |        



|(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, 2005

(in thousands)

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 $2.8 billion at December 31, 2005.

The changes in total real estate assets for the years ended December 31, 2005, 2004 and 2003:



|                                                                                              |  |      |           |   |      |           |   |      |           |  
|--------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | --------- | - | ---- | --------- | -
|                                                                                              |  | 2005 |           |   | 2004 |           |   | 2003 |          
|Balance, beginning of year                                                                    |  | $    | 2,726,778 |   |      | 2,656,376 |   |      | 2,692,503 |  
|Developed or acquired properties                                                              |  |      | 303,303   |   |      | 322,659   |   |      | 238,963   |  
|Sale of properties                                                                            |  |      | (221,188  | ) |      | (261,098  | ) |      | (287,547  | )
|Provision for loss on operating properties                                                    |  |      | (550      | ) |      | (810      | ) |      | (1,969    | )
|Reclass accumulated depreciation to adjust building basis                                     |  |      |          |   |      | (1,010    | ) |      | 440       |  
|Reclass accumulated depreciation related to properties held for sale                          |  |      | (7,094    | ) |      | (997      | ) |      | (2,537    | )
|Improvements                                                                                  |  |      | 14,890    |   |      | 11,658    |   |      | 16,522    |  
|                                                                                              |  |      |           |   |      |           |   |      |           |  
|Balance, end of year                                                                          |  | $    | 2,816,139 |   |      | 2,726,778 |   |      | 2,656,375 |  
|                                                                                              |  |      |           |   |      |           |   |      |           |  
|                                                                                             
|The changes in accumulated depreciation for the years ended December 31, 2005, 2004 and 2003: | 
|                                                                                              |  |      |          
|                                                                                              |  | 2005 |           |   | 2004 |           |   | 2003 |          
|Balance, beginning of year                                                                    |  | $    | 338,609   |   |      | 285,665   |   |      | 244,596   |  
|Sale of properties                                                                            |  |      | (21,182   | ) |      | (16,151   | ) |      | (23,708   | )
|Reclass accumulated depreciation to adjust building basis                                     |  |      |          |   |      | (1,010    | ) |      | 440       |  
|Reclass accumulated depreciation related to properties held for sale                          |  |      | (7,094    | ) |      | (997      | ) |      | (2,537    | )
|Depreciation for year                                                                         |  |      | 70,279    |   |      | 71,103    |   |      | 66,874    |  
|                                                                                              |  |      |           |   |      |           |   |      |           |  
|Balance, end of year                                                                          |  | $    | 380,612   |   |      | 338,610   |   |      | 285,665   |  
|                                                                                              |  |      |           |   |      |           |   |      |           |  



S-5