UNITED STATES

~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~United~~Washington, ~~States~~DC 20549

~~SECURITIES~~FORM ~~AND EXCHANGE COMMISSION~~ 10-Q

~~Washington~~x DCQUARTERLY ~~20549~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

~~FORM~~o ~~10-Q~~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 1-12298 (~~Mark~~Regency ~~One)~~Centers Corporation)

xCommission ~~QUARTERLY~~File ~~REPORT~~Number ~~PURSUANT~~0-24763 ~~TO SECTION 13 OR 15~~(d)Regency OFCenters, ~~THE SECURITIES EXCHANGE ACT OF 1934~~L.P.)

~~For~~REGENCY ~~the~~CENTERS ~~quarterly period ended September 30, 2009~~ CORPORATION

~~-or-~~ REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

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



FLORIDA (REGENCY CENTERS CORPORATION)		59-3191743
DELAWARE (REGENCY CENTERS, L.P)		59-3429602
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Independent Drive, Suite 114 Jacksonville, Florida 32202		(904) 598-7000
(Address of principal executive offices) (zip code)		(Registrant's telephone number, including area code)

~~For~~Indicate by check mark whether the ~~transition~~registrant ~~period~~(1) has ~~from~~ 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.

~~Commission~~Regency ~~File~~Centers ~~Number~~Corporation YES x NO o Regency ~~0-24763~~Centers, L.P. YES x NO o

~~REGENCY~~Indicate ~~CENTERS~~by check mark whether the registrant has submitted electronically and posted on its corporate Web site, ~~L.P.~~if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~(Exact~~Regency ~~name~~Centers ofCorporation YES x NO o Regency ~~registrant~~Centers, asL.P. YES x NO o ~~specified in its charter)~~

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

~~One~~Regency ~~Independent~~Centers ~~Drive, Suite 114~~ Corporation:

~~Jacksonville,~~Large ~~Florida~~accelerated ~~32202~~filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

Regency Centers, L.P.:

~~(Address~~Large ofaccelerated ~~principal~~filer ~~executive~~o ~~offices)~~Accelerated ~~(Zip~~filer ~~Code)~~x Non-accelerated filer o Smaller reporting company o

~~(904)~~Indicate ~~598-7000~~by check mark whether the registrant is a shell company.

~~(Registrant’s~~Regency ~~telephone~~Centers ~~number~~Corporation YES o NO x Regency Centers, ~~including~~L.P. YES o NO x ~~area code)~~

~~Unchanged~~The number of shares outstanding of the Regency Centers Corporation’s voting common stock was 89,914,839 as of November 4, 2011.

~~(Former~~EXPLANATORY ~~name, former address and former fiscal year, if changed since last report)~~ NOTE

~~Indicate~~This byreport ~~check~~combines ~~mark~~the ~~whether~~quarterly ~~the~~reports ~~registrant~~on ~~(1)~~Form ~~has~~10-Q ~~filed~~for ~~all~~the ~~reports~~quarter ~~required~~ended toSeptember 30, ~~be filed~~2011 byof ~~Section 13~~Regency orCenters ~~15(d)~~Corporation ofand ~~the~~Regency ~~Securities~~Centers, ~~Exchange~~L.P. ~~Act~~Unless ofstated ~~1934~~otherwise ~~during~~or the ~~preceding~~context 12otherwise ~~months~~requires, ~~(or~~references ~~for~~to ~~such~~“Regency ~~shorter~~Centers ~~period~~Corporation” ~~that~~or the ~~registrant~~“Parent ~~was~~Company” ~~required~~mean Regency Centers Corporation and its controlled subsidiaries; and references to ~~file~~“Regency ~~such~~Centers, ~~reports)~~L.P.” or the “Operating Partnership” mean Regency Centers, L.P. and ~~(2) has~~its ~~been~~controlled ~~subject~~subsidiaries. toThe ~~such~~term ~~filing~~“the ~~requirements~~Company” ~~for~~ or “Regency” means the ~~past~~Parent 90Company ~~days. Yes x No ¨~~and the Operating Partnership, collectively.

~~Indicate~~The byParent ~~check~~Company ~~mark~~is ~~whether~~a real estate investment trust (“REIT”) and the ~~registrant~~general ~~has~~partner ~~submitted~~of ~~electronically~~the Operating Partnership. The Operating Partnership's capital includes general and ~~posted~~limited oncommon ~~its~~Partnership ~~corporate~~Units ~~Web~~(“Units”). ~~site,~~As ifof ~~any~~September 30, ~~every~~2011, ~~Interactive~~the ~~Data~~Parent ~~File required~~Company toowned beapproximately ~~submitted~~99.8% ~~and~~of ~~posted~~the ~~pursuant~~Units toin ~~Rule~~the ~~405~~Operating ofPartnership ~~Regulation~~and ~~S-T~~the ~~(§232~~remaining limited Units are owned by investors.~~405~~ The Parent Company owns all of ~~this~~the ~~chapter)~~Series ~~during~~3, 4 and 5 Preferred Units of the ~~preceding~~Operating 12Partnership. ~~months~~As ~~(or~~the ~~for~~sole ~~such~~general ~~shorter~~partner ~~period~~of ~~that~~the Operating Partnership, the ~~registrant~~Parent ~~was~~Company ~~required~~has toexclusive ~~submit~~control ~~and~~of ~~post~~the ~~such files). Yes ¨ No ¨~~Operating Partnership's day-to-day management.

~~Indicate~~The byCompany ~~check~~believes ~~mark~~combining ~~whether~~ the ~~registrant~~quarterly isreports aon ~~large accelerated filer, an accelerated filer, a non~~Form 10-~~accelerated~~Q ~~filer,~~of ~~or a smaller reporting company. See~~ the ~~definitions~~Parent ofCompany ~~“large accelerated filer,” “accelerated filer”~~ and ~~“smaller~~the ~~reporting~~Operating ~~company”~~Partnership ininto ~~Rule~~this ~~12b-2~~single ofreport provides the ~~Exchange~~following ~~Act.~~ benefits:

~~(Check~~• ~~One):~~enhances ~~Large~~investors' ~~accelerated~~understanding ~~filer~~of ¨the ~~Accelerated~~Parent ~~filer~~Company xand ~~Non-accelerated~~the ~~filer~~Operating ¨Partnership ~~Smaller~~by ~~reporting~~enabling ~~company~~investors ¨to ~~(Do~~view ~~not~~the ~~check~~business ifas a ~~smaller~~whole ~~reporting~~in ~~company)~~the same manner as management views and operates the business;

~~Indicate~~• byeliminates ~~check~~duplicative ~~mark~~disclosure ~~whether~~and ~~the~~provides ~~registrant is~~ a ~~shell~~more ~~company~~streamlined ~~(as~~and ~~defined~~readable inpresentation; ~~Rule 12b-2 of the Exchange Act). Yes ¨ No x~~ and

~~Table~~• creates time and cost efficiencies through the preparation of ~~Contents~~one combined report instead of two separate reports.

~~TABLE~~Management OFoperates ~~CONTENTS~~the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same members as the management of the Operating Partnership. These members are officers of the Parent Company and employees of the Operating Partnership.

		Form 10-QReport Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2009 and December 31, 2008	1
	Consolidated Statements of Operations for the three months ended September 30, 2009 and 2008	2
	Consolidated Statements of Operations for the nine months ended September 30, 2009 and 2008	3
	Consolidated Statement of Changes in Capital and Comprehensive Income (Loss) for the nine months ended September 30, 2009	4
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 and 2008	5
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	73
Item 4.	Controls and Procedures	74
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	75
Item 1A.	Risk Factors	75
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 3.	Defaults Upon Senior Securities	76
Item 4.	Submission of Matters to a Vote of Security Holders	76
Item 5.	Other Information	76
Item 6.	Exhibits	77
SIGNATURE		78

The Company believes it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of partnership interests of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. The Parent Company does not hold any indebtedness, but guarantees all of the unsecured public debt and approximately 13% of the secured debt of the Operating Partnership. The Operating Partnership holds all the assets of the Company and retains the ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of partnership units.

~~Table~~Stockholders' equity, partners' capital, and noncontrolling interests are the main areas of ~~Contents~~difference between the consolidated financial statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes general and limited common Partnership Units, Series 3, 4, and 5 Preferred Units owned by the Parent Company, and Series D Preferred Units owned by institutional investors. The Series D preferred units and limited partners' units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of stockholders' equity in noncontrolling interests in the Parent Company's financial statements. The Series 3, 4, and 5 Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of general partner in the accompanying consolidated financial statements of the Operating Partnership.

~~PART~~In Iorder –to ~~FINANCIAL~~highlight ~~INFORMATION~~the differences between the Parent Company and the Operating Partnership, there are sections in this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

~~Item~~As 1general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. ~~Financial~~Therefore, ~~Statements~~while stockholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

~~REGENCY~~TABLE ~~CENTERS,~~OF ~~L.P.~~CONTENTS

Consolidated Balance Sheets



		Form 10-Q Report Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

Regency Centers Corporation:

	Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010	1

	Consolidated Statements of Operations for the periods ended September 30, 2011 and 2010	2

	Consolidated Statements of Equity and Comprehensive Income (Loss) for the nine months ended September 30, 2011 and 2010	3

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010	4

Regency Centers, L.P.:

	Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010	6

	Consolidated Statements of Operations for the periods ended September 30, 2011 and 2010	7

	Consolidated Statements of Capital and Comprehensive Income (Loss) for the nine months ended September 30, 2011 and 2010	8

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010	9

	Notes to Consolidated Financial Statements	11

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35

Item 4.	Controls and Procedures	35

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Defaults Upon Senior Securities	36

Item 4.	(Removed and Reserved)	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

SIGNATURES		39

~~September~~Item ~~30,~~1. ~~2009~~Financial ~~and December 31, 2008~~ Statements

~~(in thousands,~~REGENCY ~~except~~CENTERS ~~unit data)~~ CORPORATION

	2009			2008
	(unaudited)
Assets
Real estate investments at cost:
Land	$	994,637		923,062
Buildings and improvements		2,110,795		1,974,093
Properties in development		963,467		1,078,885
		4,068,899		3,976,040
Less: accumulated depreciation		632,407		554,595
		3,436,492		3,421,445
Operating properties held for sale, net		18,441		66,447
Investments in real estate partnerships		333,620		383,408
Net real estate investments		3,788,553		3,871,300
Cash and cash equivalents		173,798		21,533
Notes receivable		26,341		31,438
Accounts receivable, net of allowance for doubtful accounts of $6,959 and $1,837 at September 30, 2009 and December 31, 2008, respectively		35,931		46,501
Straight line rent receivable, net of reserve of $1,683 at September 30, 2009		39,518		37,595
Other receivables		—		19,700
Deferred costs, less accumulated amortization of $57,722 and $51,549 at September 30, 2009 and December 31, 2008, respectively		56,803		57,477
Acquired lease intangible assets, less accumulated amortization of $11,635 and $11,204 at September 30, 2009 and December 31, 2008, respectively		10,661		12,903
Other assets		39,378		43,928
Total assets	$	4,170,983		4,142,375
Liabilities and Capital
Liabilities:
Notes payable	$	1,880,678		1,837,904
Unsecured credit facilities		227,667		297,667
Accounts payable and other liabilities		105,093		141,395
Derivative instruments, at fair value		39,036		83,691
Acquired lease intangible liabilities, less accumulated accretion of $9,242 and $8,829 at September 30, 2009 and December 31, 2008, respectively		6,369		7,865
Tenants’ security and escrow deposits		10,823		11,571
Total liabilities		2,269,666		2,380,093
Commitments and contingencies
Capital:
Partners’ capital:
Series D preferred units, par value $100: 500,000 units issued and outstanding at September 30, 2009 and December 31, 2008		49,158		49,158
Preferred units of general partner, $.01 par value per unit, 11,000,000 units issued and outstanding at September 30, 2009 and December 31, 2008, liquidation preference of $25 per unit		275,000		275,000
General partner; 80,314,647 and 70,036,670 units outstanding at September 30, 2009 and December 31, 2008, respectively		1,622,766		1,512,550
Limited partners; 468,211 units outstanding at September 30, 2009 and December 31, 2008		7,558		8,569
Accumulated other comprehensive income (loss)		(64,969	)	(90,975	)
Total partners’ capital		1,889,513		1,754,302
Noncontrolling interests:
Limited partners’ interest in consolidated partnerships		11,804		7,980
Total noncontrolling interests		11,804		7,980
Total capital		1,901,317		1,762,282
Total liabilities and capital	$	4,170,983		4,142,375

Consolidated Balance Sheets

~~See~~September 30, ~~accompanying~~2011 ~~notes~~and toDecember 31, ~~consolidated~~2010 ~~financial statements.~~

(in thousands, except share data)



		2011		2010
Assets		(unaudited)
Real estate investments at cost:
Land	$	1,167,152		1,093,700
Buildings and improvements		2,462,234		2,284,522
Properties in development		521,945		610,932
		4,151,331		3,989,154
Less: accumulated depreciation		769,829		700,878
		3,381,502		3,288,276
Investments in real estate partnerships		425,460		428,592
Net real estate investments		3,806,962		3,716,868
Cash and cash equivalents		21,195		22,460
Accounts receivable, net of allowance for doubtful accounts of $3,862 and $4,819 at September 30, 2011 and December 31, 2010, respectively		29,243		36,600
Straight-line rent receivable, net of allowance of $2,087 and $1,396 at September 30, 2011 and December 31, 2010, respectively		48,327		45,241
Notes receivable		35,931		35,931
Deferred costs, less accumulated amortization of $68,656 and $69,158 at September 30, 2011 and December 31, 2010, respectively		70,006		63,165
Acquired lease intangible assets, less accumulated amortization of $14,562 and $13,996 at September 30, 2011 and December 31, 2010, respectively		26,855		18,219
Trading securities held in trust, at fair value		20,683		20,891
Other assets		36,419		35,164
Total assets	$	4,095,621		3,994,539
Liabilities and Equity
Liabilities:
Notes payable	$	1,965,340		2,084,469
Unsecured line of credit		85,000		10,000
Accounts payable and other liabilities		114,873		138,196
Acquired lease intangible liabilities, less accumulated accretion of $4,399 and $11,010 at September 30, 2011 and December 31, 2010, respectively		13,694		6,682
Tenants’ security and escrow deposits and prepaid rent		19,240		10,790
Total liabilities		2,198,147		2,250,137
Commitments and contingencies
Equity:
Stockholders’ equity:
Preferred stock, $.01 par value per share, 30,000,000 shares authorized; 11,000,000 Series 3-5 shares issued and outstanding at September 30, 2011 and December 31, 2010 with liquidation preferences of $25 per share		275,000		275,000
Common stock $.01 par value per share, 150,000,000 shares authorized; 89,913,234 and 81,886,872 shares issued at September 30, 2011 and December 31, 2010, respectively		899		819
Treasury stock at cost, 334,188 and 347,482 shares held at September 30, 2011 and December 31, 2010, respectively		(15,028	)	(16,175	)
Additional paid in capital		2,278,753		2,039,612
Accumulated other comprehensive loss		(73,800	)	(80,885	)
Distributions in excess of net income		(629,626	)	(533,194	)
Total stockholders’ equity		1,836,198		1,685,177
Noncontrolling interests:
Series D preferred units, aggregate redemption value of $50,000 at September 30, 2011 and December 31, 2010		49,158		49,158
Exchangeable operating partnership units, aggregate redemption value of $6,259 and $7,483 at September 30, 2011 and December 31, 2010, respectively		(917	)	(762	)
Limited partners’ interests in consolidated partnerships		13,035		10,829
Total noncontrolling interests		61,276		59,225
Total equity		1,897,474		1,744,402
Total liabilities and equity	$	4,095,621		3,994,539

~~Table~~See ofaccompanying ~~Contents~~notes to consolidated financial statements.

~~REGENCY CENTERS, L.P.~~ 1

~~Consolidated~~REGENCY ~~Statements~~CENTERS ~~of Operations~~ CORPORATION

~~For~~Consolidated ~~the~~Statements ~~three~~of ~~months ended September 30, 2009 and 2008~~ Operations

(in thousands, except per ~~unit~~share data)

(unaudited)

		2009				2008
		Three months ended						Nine months ended
Revenues:
		September 30,						September 30,
Minimum rent		$	88,871			85,559
		2011			2010			2011		2010
Percentage rent			235			631
Revenues:
Recoveries from tenants and other income			29,030			27,355
Minimum rent	$	90,129			86,486		$	268,169		257,389
Management, acquisition, and other fees			15,606			7,746
Percentage rent		430			400			1,488		1,023
Total revenues			133,742			121,291
Recoveries from tenants and other income		28,248			27,383			83,040		83,150
Operating expenses:
Management, transaction, and other fees		6,940			6,524			26,993		22,974
Depreciation and amortization			29,801			26,830
Total revenues		125,747			120,793			379,690		364,536
Operating and maintenance			16,578			14,996
Operating expenses:
General and administrative			12,151			9,494
Depreciation and amortization		33,166			30,181			100,006		92,324
Real estate taxes			14,451			12,509
Operating and maintenance		18,101			17,147			55,106		51,521
Provision for doubtful accounts			2,421			—
General and administrative		11,671			17,761			43,801		45,734
Other expenses			3,357			5,611
Real estate taxes		13,533			13,788			42,163		42,267
Total operating expenses			78,759			69,440
Provision for doubtful accounts		326			248			2,534		2,634
Other expense (income):
Other expenses (income)		1,901			2,380			1,737		4,071
Interest expense, net of interest income of $1,133 and $1,408 in 2009 and 2008, respectively			27,920			22,683
Total operating expenses		78,698			81,505			245,347		238,551
(Gain) loss on sale of operating properties and properties in development			—			(14,685	)
Other expense (income):
Provision for impairment			102,033			1,112
Interest expense, net of interest income		30,867			32,209			92,297		91,972
Early extinguishment of debt			2,709			—
Gain on sale of properties in development		—			(479	)		—		(1,044	)
Total other expense (income)			132,662			9,110
Provision for impairment		6,362			—			6,362		—
Income (loss) before equity in income (loss) of investments in real estate partnerships			(77,679	)		42,741
Loss (income) from deferred compensation plan		2,283			(1,398	)		1,395		(1,026	)
Equity in income (loss) of investments in real estate partnerships			(2,084	)		1,817
Gain on derivative instruments		—			(2,341	)		—		(1,419	)
Income (loss) from continuing operations			(79,763	)		44,558
Total other expense (income)		39,512			27,991			100,054		88,483
Discontinued operations, net:
Income before equity in income (loss) of investments in real estate partnerships		7,537			11,297			34,289		37,502
Operating income from discontinued operations			1,152			1,722
Equity in income (loss) of investments in real estate partnerships		4,825			2,102			4,788		(8	)
Gain on sale of operating properties and properties in development			—			3,920
Income from continuing operations		12,362			13,399			39,077		37,494
Income from discontinued operations			1,152			5,642
Discontinued operations, net:
Net income (loss)			(78,611	)		50,200
Operating (loss) income		(142	)		470			210		756
Noncontrolling interests:
Gain on sale of operating properties and properties in development		2,321			4			2,321		6,767
Limited partners’ interest in consolidated partnerships			(93	)		(122	)
Income from discontinued operations		2,179			474			2,531		7,523
Net income attributable to noncontrolling interests			(93	)		(122	)
Net income		14,541			13,873			41,608		45,017
Net income (loss) attributable to controlling interests			(78,704	)		50,078
Noncontrolling interests:
Preferred unit distributions			(5,850	)		(5,850	)
Preferred units		(931	)		(931	)		(2,794	)	(2,794	)
Net income (loss) attributable to common unit holders		$	(84,554	)		44,228
Exchangeable operating partnership units		(27	)		(34	)		(77	)	(155	)
Income (loss) per common unit - basic:
Limited partners’ interests in consolidated partnerships		(154	)		(95	)		(425	)	(271	)
Continuing operations		$	(1.07	)		0.55
Net income attributable to noncontrolling interests		(1,112	)		(1,060	)		(3,296	)	(3,220	)
Discontinued operations			0.02			0.08
Net income attributable to controlling interests		13,429			12,813			38,312		41,797
Net income (loss) attributable to common unit holders per unit		$	(1.05	)		0.63
Preferred stock dividends		(4,919	)		(4,919	)		(14,756	)	(14,756	)
Income (loss) per common unit - diluted:
Net income attributable to common stockholders	$	8,510			7,894		$	23,556		27,041
Continuing operations		$	(1.07	)		0.55
Income per common share - basic:
Discontinued operations			0.02			0.08
Continuing operations	$	0.07			0.09		$	0.23		0.24
Net income (loss) attributable to common unit holders per unit		$	(1.05	)		0.63
Discontinued operations		0.02			0.01			0.03		0.09
Net income attributable to common stockholders	$	0.09			0.10		$	0.26		0.33
Income per common share - diluted:
Continuing operations	$	0.07			0.09		$	0.23		0.23
Discontinued operations		0.02			—			0.03		0.09
Net income attributable to common stockholders	$	0.09			0.09		$	0.26		0.32

See accompanying notes to consolidated financial statements.

~~Table~~REGENCY ofCENTERS ~~Contents~~CORPORATION

~~REGENCY~~Consolidated ~~CENTERS,~~Statements ~~L.P.~~of Equity and Comprehensive Income (Loss)

~~Consolidated~~For ~~Statements~~the ofnine ~~Operations~~months ended September 30, 2011 and 2010

~~For~~(in ~~the nine months ended September 30~~thousands, ~~2009~~except ~~and~~per ~~2008~~share data)

(unaudited)

(in thousands, except per unit data)



														Noncontrolling Interests
		Preferred Stock	Common Stock	Treasury Stock		Additional Paid In Capital		Accumulated Other Comprehensive Loss		Distributions in Excess of Net Income		Total Stockholders’ Equity		Preferred Units		Exchangeable Operating Partnership Units		Limited Partners’ Interest in Consolidated Partnerships		Total Noncontrolling Interests		Total Equity
Balance at December 31, 2009	$	275,000	815	(16,509	)	2,024,883		(49,973	)	(371,837	)	1,862,379		49,158		7,321		11,748		68,227		1,930,606
Comprehensive income:
Net income		—	—	—		—		—		41,797		41,797		2,794		155		271		3,220		45,017
Amortization of loss on derivative instruments		—	—	—		—		3,202		—		3,202		—		7		—		7		3,209
Change in fair value of derivative instruments		—	—	—		—		(36,472	)	—		(36,472	)	—		(84	)	—		(84	)	(36,556	)
Total comprehensive income												8,527								3,143		11,670
Deferred compensation plan, net		—	—	506		(384	)	—		—		122		—		—		—		—		122
Restricted stock issued, net of amortization		—	—	—		5,138		—		—		5,138		—		—		—		—		5,138
Common stock redeemed for taxes withheld for stock based compensation, net		—	—	—		(1,338	)	—		—		(1,338	)	—		—		—		—		(1,338	)
Common stock issued for dividend reinvestment plan		—	1	—		1,593		—		—		1,594		—		—		—		—		1,594
Common stock issued for stock offerings, net of issuance costs		—	3	—		7,308		—		—		7,311		—		(7,311	)	—		(7,311	)	—
Contributions from partners		—	—	—		—		—		—		—		—		—		161		161		161
Distributions to partners		—	—	—		—		—		—		—		—		—		(1,363	)	(1,363	)	(1,363	)
Cash dividends declared:
Preferred stock/unit		—	—	—		—		—		(14,756	)	(14,756	)	(2,794	)	—		—		(2,794	)	(17,550	)
Common stock/unit ($1.3875 per share)		—	—	—		—		—		(113,033	)	(113,033	)	—		(373	)	—		(373	)	(113,406	)
Balance at September 30, 2010	$	275,000	819	(16,003	)	2,037,200		(83,243	)	(457,829	)	1,755,944		49,158		(285	)	10,817		59,690		1,815,634

Balance at December 31, 2010	$	275,000	819	(16,175	)	2,039,612		(80,885	)	(533,194	)	1,685,177		49,158		(762	)	10,829		59,225		1,744,402
Comprehensive income:
Net income		—	—	—		—		—		38,312		38,312		2,794		77		425		3,296		41,608
Amortization of loss on derivative instruments		—	—	—		—		7,085		—		7,085		—		14		—		14		7,099
Total comprehensive income												45,397								3,310		48,707
Deferred compensation plan, net		—	—	1,147		16,696		—		—		17,843		—		—		—		—		17,843
Restricted stock issued, net of amortization		—	—	—		8,087		—		—		8,087		—		—		—		—		8,087
Common stock redeemed for taxes withheld for stock based compensation, net		—	—	—		(1,752	)	—		—		(1,752	)							—		(1,752	)
Common stock issued for dividend reinvestment plan		—	—	—		821		—		—		821		—		—		—		—		821
Common stock issued for stock offerings, net of issuance costs		—	80	—		215,289		—		—		215,369		—		—		—		—		215,369
Contributions from partners		—	—	—		—		—		—		—		—		—		2,646		2,646		2,646
Distributions to partners		—	—	—		—		—		—		—		—		—		(865	)	(865	)	(865	)
Cash dividends declared:
Preferred stock/unit		—	—	—		—		—		(14,756	)	(14,756	)	(2,794	)	—		—		(2,794	)	(17,550	)
Common stock/unit ($1.3875 per share)		—	—	—		—		—		(119,988	)	(119,988	)	—		(246	)	—		(246	)	(120,234	)
Balance at September 30, 2011	$	275,000	899	(15,028	)	2,278,753		(73,800	)	(629,626	)	1,836,198		49,158		(917	)	13,035		61,276		1,897,474

~~(unaudited)~~ 3

	2008			2009
Revenues:
Minimum rent	$	262,278		253,501
Percentage rent		1,242		1,712
Recoveries from tenants and other income		77,316		75,271
Management, acquisition and other fees		30,261		28,159
Total revenues		371,097		358,643
Operating expenses:
Depreciation and amortization		87,717		77,858
Operating and maintenance		48,138		44,349
General and administrative		37,328		36,770
Real estate taxes		42,912		37,010
Provision for doubtful accounts		7,690		48
Other expenses		4,574		7,077
Total operating expenses		228,359		203,112
Other expense (income):
Interest expense, net of interest income of $2,863 and $2,945 in 2009 and 2008, respectively		80,078		68,673
Gain on sale of operating properties and properties in development		—		(17,620	)
Provision for impairment		104,402		1,828
Early extinguishment of debt		2,709		—
Total other expense (income)		187,189		52,881
Income (loss) before equity in income (loss) of investments in real estate partnerships		(44,451	)	102,650
Equity in income (loss) of investments in real estate partnerships		(26,395	)	5,574
Income (loss) from continuing operations		(70,846	)	108,224
Discontinued operations, net:
Operating income from discontinued operations		2,757		4,491
Gain on sale of operating properties and properties in development		3,905		8,712
Income from discontinued operations		6,662		13,203
Net income (loss)		(64,184	)	121,427
Noncontrolling interests:
Limited partners’ interest in consolidated partnerships		(366	)	(603	)
Net income (loss) attributable to noncontrolling interests		(366	)	(603	)
Net income (loss) attributable to controlling interests		(64,550	)	120,824
Preferred unit distributions		(17,550	)	(17,550	)
Net income (loss) attributable to common unit holders	$	(82,100	)	103,274
Income (loss) per common unit - basic:
Continuing operations	$	(1.18	)	1.27
Discontinued operations		0.09		0.19
Net income (loss) attributable to common unit holders per unit	$	(1.09	)	1.46
Income (loss) per common unit - diluted:
Continuing operations	$	(1.18	)	1.27
Discontinued operations		0.09		0.19
Net income (loss) attributable to common unit holders per unit	$	(1.09	)	1.46

REGENCY CENTERS CORPORATION

~~See~~Consolidated ~~accompanying~~Statements ~~notes~~of toCash ~~consolidated financial statements.~~ Flows

3For the nine months ended September 30, 2011 and 2010

~~Table~~(in ~~of Contents~~thousands)

(unaudited)

REGENCY CENTERS, L.P.



		2011		2010
Cash flows from operating activities:
Net income	$	41,608		45,017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		100,518		93,309
Amortization of deferred loan cost and debt premium		9,205		5,410
Accretion of above and below market lease intangibles, net		(704	)	(961	)
Stock-based compensation, net of capitalization		7,363		4,812
Equity in income (loss) of investments in real estate partnerships		(4,788	)	8
Net gain on sale of properties		(1,973	)	(7,836	)
Provision for doubtful accounts		2,547		2,510
Provision for impairment		6,699		—
Distribution of earnings from operations of investments in real estate partnerships		34,557		32,248
Settlement of derivative instruments		—		(26,761	)
Gain on derivative instruments		—		(1,419	)
Deferred compensation (income) expense		(3,204	)	3,003
Realized gain on trading securities held in trust		(209	)	(346	)
Unrealized loss (gain) on trading securities held in trust		1,582		(699	)
Changes in assets and liabilities:
Accounts receivable		2,977		431
Straight-line rent receivables, net		(3,257	)	(4,544	)
Deferred leasing costs		(6,588	)	(9,926	)
Other assets		(4,741	)	(2,775	)
Accounts payable and other liabilities		(5,241	)	(911	)
Tenants’ security and escrow deposits and prepaid rent		8,489		(118	)
Net cash provided by operating activities		184,840		130,452
Cash flows from investing activities:
Acquisition of operating real estate		(70,629	)	(10,058	)
Development of real estate including acquisition of land		(57,195	)	(40,790	)
Proceeds from sale of real estate investments		18,348		34,408
Investments in real estate partnerships		(194,560	)	(231,800	)
Distributions received from investments in real estate partnerships		149,490		79,838
Dividends on trading securities held in trust		134		162
Acquisition of trading securities held in trust		(10,356	)	(9,476	)
Proceeds from sale of trading securities held in trust		9,057		8,847
Net cash used in investing activities		(155,711	)	(168,869	)
Cash flows from financing activities:
Net proceeds from common stock issuance		215,369		—
Proceeds from sale of treasury stock		2,114		1,431
Distributions to limited partners in consolidated partnerships, net		(551	)	(1,334	)
Distributions to exchangeable operating partnership unit holders		(246	)	(373	)
Distributions to preferred unit holders		(2,794	)	(2,794	)
Dividends paid to common stockholders		(119,170	)	(111,440	)
Dividends paid to preferred stockholders		(14,756	)	(14,756	)
Repayment of fixed rate unsecured notes		(161,691	)	(130,445	)
Proceeds from issuance of fixed rate unsecured notes, net		—		148,949
Proceeds from line of credit		385,000		220,000
Repayment of line of credit		(310,000	)	(110,000	)
Proceeds from notes payable		1,863		4,879
Repayment of notes payable		(15,650	)	(21,354	)
Scheduled principal payments		(3,900	)	(3,679	)
Payment of loan costs		(5,982	)	(1,306	)
Net cash used in financing activities		(30,394	)	(22,222	)
Net decrease in cash and cash equivalents		(1,265	)	(60,639	)
Cash and cash equivalents at beginning of the period		22,460		99,477
Cash and cash equivalents at end of the period	$	21,195		38,838

~~Consolidated Statement of Changes in Capital and Comprehensive Income (Loss)~~ 4

~~For~~REGENCY ~~the~~CENTERS ~~nine months ended September 30, 2009~~ CORPORATION

~~(in thousands)~~Consolidated Statements of Cash Flows

~~(unaudited)~~For the nine months ended September 30, 2011 and 2010

	Preferred Units			General PartnerPreferred andCommon Units		LimitedPartners		AccumulatedOtherComprehensiveIncome (Loss)		TotalPartners’Capital		NoncontrollingInterests inLimited Partners’Interest inConsolidatedPartnerships		TotalCapital
Balance at December 31, 2008	$	49,158		1,787,550		8,569		(90,975	)	1,754,302		7,980		1,762,282
Comprehensive income
Net income (loss)		2,794		(66,954	)	(390	)	—		(64,550	)	366		(64,184	)
Loss on settlement of derivative instruments		—		—		(116	)	(19,861	)	(19,977	)	—		(19,977	)
Amortization of loss on derivative instruments		—		—		9		1,470		1,479		—		1,479
Change in fair value of derivative instruments		—		—		259		44,397		44,656		—		44,656
Total comprehensive income (loss)										(38,392	)	366		(38,026	)
Contributions from partners		—		—		—		—		—		4,149		4,149
Distributions to partners		—		(124,763	)	(773	)	—		(125,536	)	(691	)	(126,227	)
Preferred unit distributions		(2,794	)	(14,756	)	—		—		(17,550	)	—		(17,550	)
Regency Restricted Stock amortization		—		5,000		—		—		5,000		—		5,000
Common Units issued as a result of common stock issued by Regency, net of repurchases		—		309,232		—		—		309,232		—		309,232
Common Units issued for dividend reinvestment plan		—		2,457		—		—		2,457		—		2,457
Balance at September 30, 2009	$	49,158		1,897,766		7,558		(64,969	)	1,889,513		11,804		1,901,317

(in thousands)

~~See accompanying notes to consolidated financial statements.~~ (unaudited)



		2011	2010
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,293 and $4,325 in 2011 and 2010, respectively)	$	92,103	96,240
Supplemental disclosure of non-cash transactions:
Common stock issued for partnership units exchanged	$	—	7,311
Real estate received through distribution in kind	$	47,512	—
Mortgage loans assumed through distribution in kind	$	28,760	—
Mortgage loans assumed for the acquisition of operating real estate	$	31,186	7,881
Real estate received through foreclosure on notes receivable	$	—	990
Change in fair value of derivative instruments	$	—	28,363
Common stock issued for dividend reinvestment plan	$	821	1,594
Stock-based compensation capitalized	$	930	499
Contributions from limited partners in consolidated partnerships, net	$	2,332	132
Common stock issued for dividend reinvestment in trust	$	476	482
Contribution of stock awards into trust	$	1,117	1,128
Distribution of stock held in trust	$	—	51

~~Table~~See ofaccompanying ~~Contents~~notes to consolidated financial statements.

~~REGENCY CENTERS, L.P.~~ 5

~~Consolidated~~REGENCY ~~Statements~~CENTERS, ~~of Cash Flows~~ L.P.

~~For~~Consolidated ~~the~~Balance ~~nine months ended September 30, 2009 and 2008~~ Sheets

~~(in~~September 30, ~~thousands)~~ 2011 and December 31, 2010

(~~unaudited)~~in thousands, except unit data)

		2009				2008
		2011			2010
Cash flows from operating activities:
Assets		(unaudited)
Net income (loss)		$	(64,184	)		121,427
Real estate investments at cost:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Land	$	1,167,152			1,093,700
Depreciation and amortization			87,768			79,932
Buildings and improvements		2,462,234			2,284,522
Deferred loan cost and debt premium amortization			3,826			3,165
Properties in development		521,945			610,932
Above and below market lease intangibles amortization and accretion			(1,420	)		(1,861	)
		4,151,331			3,989,154
Stock-based compensation, net of capitalization			3,445			8,833
Less: accumulated depreciation		769,829			700,878
Equity in (income) loss of investments in real estate partnerships			26,395			(5,574	)
		3,381,502			3,288,276
Net gain on sale of properties			(3,905	)		(26,390	)
Investments in real estate partnerships		425,460			428,592
Provision for doubtful accounts			7,690			74
Net real estate investments		3,806,962			3,716,868
Provision for impairment			104,402			1,828
Cash and cash equivalents		21,195			22,460
Early extinguishment of debt			2,709			—
Accounts receivable, net of allowance for doubtful accounts of $3,862 and $4,819 at September 30, 2011 and December 31, 2010, respectively		29,243			36,600
Distribution of earnings from operations of investments in real estate partnerships			25,885			25,862
Straight-line rent receivable, net of allowance of $2,087 and $1,396 at September 30, 2011 and December 31, 2010, respectively		48,327			45,241
Settlement of derivative instruments			(19,977	)		—
Notes receivable		35,931			35,931
Changes in assets and liabilities:
Deferred costs, less accumulated amortization of $68,656 and $69,158 at September 30, 2011 and December 31, 2010, respectively		70,006			63,165
Accounts receivable			2,851			3,885
Acquired lease intangible assets, less accumulated amortization of $14,562 and $13,996 at September 30, 2011 and December 31, 2010, respectively		26,855			18,219
Straight-line rent receivables, net			(1,922	)		(2,645	)
Trading securities held in trust, at fair value		20,683			20,891
Other receivables			19,700			—
Other assets		36,419			35,164
Deferred leasing costs			(6,733	)		(4,715	)
Total assets	$	4,095,621			3,994,539
Other assets			(2,161	)		(9,119	)
Liabilities and Capital
Accounts payable and other liabilities			(20,837	)		(8,542	)
Liabilities:
Tenants’ security and escrow deposits			(679	)		509
Notes payable	$	1,965,340			2,084,469
Net cash provided by operating activities			162,853			186,669
Unsecured line of credit		85,000			10,000
Cash flows from investing activities:
Accounts payable and other liabilities		114,873			138,196
Development of real estate including acquisition of land			(120,289	)		(342,457	)
Acquired lease intangible liabilities, less accumulated accretion of $4,399 and $11,010 at September 30, 2011 and December 31, 2010, respectively		13,694			6,682
Proceeds from sale of real estate investments			32,968			200,357
Tenants’ security and escrow deposits and prepaid rent		19,240			10,790
Collection of notes receivable			13,572			27,787
Total liabilities		2,198,147			2,250,137
Investments in real estate partnerships			(26,763	)		(40,969	)
Commitments and contingencies
Distributions received from investments in real estate partnerships			10,308			28,549
Capital:
Net cash used in investing activities			(90,204	)		(126,733	)
Partners’ capital:
Cash flows from financing activities:
Series D preferred units, par value $100: 500,000 units issued and outstanding at September 30, 2011 and December 31, 2010		49,158			49,158
Net proceeds from Common Units issued as a result of Common Stock issued by Regency			310,872			1,017
Preferred units of general partner, $.01 par value per unit, 11,000,000 units issued and outstanding at September 30, 2011 and December 31, 2010, liquidation preference of $25 per unit		275,000			275,000
Distributions to limited partners in consolidated partnerships, net			(681	)		(13,705	)
General partner; 89,913,234 and 81,886,872 units outstanding at September 30, 2011 and December 31, 2010, respectively		1,634,998			1,491,062
Distributions paid to preferred unit holders			(17,550	)		(17,550	)
Limited partners; 177,164 units outstanding at September 30, 2011 and December 31, 2010		(917	)		(762	)
Cash distributions to partners			(123,081	)		(149,605	)
Accumulated other comprehensive loss		(73,800	)		(80,885	)
Repayment of fixed rate unsecured notes			(116,053	)		—
Total partners’ capital		1,884,439			1,733,573
(Repayment of) proceeds from unsecured credit facilities			(70,000	)		89,667
Noncontrolling interests:
Proceeds from notes payable			106,512			62,500
Limited partners’ interests in consolidated partnerships		13,035			10,829
Repayment of notes payable			(3,029	)		(19,722	)
Total noncontrolling interests		13,035			10,829
Scheduled principal payments			(3,922	)		(3,516	)
Total capital		1,897,474			1,744,402
Payment of loan costs			(1,140	)		(1,913	)
Total liabilities and capital	$	4,095,621			3,994,539
Payment of debt preminum on tender offer			(2,312	)		—
Net cash provided by (used in) financing activities			79,616			(52,827	)
Net increase in cash and cash equivalents			152,265			7,109
Cash and cash equivalents at beginning of the period			21,533			18,668
Cash and cash equivalents at end of the period		$	173,798			25,777

5See accompanying notes to consolidated financial statements.

~~Table of Contents~~6

REGENCY CENTERS, L.P.

Consolidated Statements of ~~Cash Flows~~ Operations

~~For~~(in ~~the nine months ended September 30~~thousands, ~~2009~~except ~~and~~per ~~2008~~unit data)

(unaudited)

(in thousands)



		Three months ended					Nine months ended
		September 30,					September 30,
		2011		2010			2011		2010
Revenues:
Minimum rent	$	90,129		86,486		$	268,169		257,389
Percentage rent		430		400			1,488		1,023
Recoveries from tenants and other income		28,248		27,383			83,040		83,150
Management, transaction, and other fees		6,940		6,524			26,993		22,974
Total revenues		125,747		120,793			379,690		364,536
Operating expenses:
Depreciation and amortization		33,166		30,181			100,006		92,324
Operating and maintenance		18,101		17,147			55,106		51,521
General and administrative		11,671		17,761			43,801		45,734
Real estate taxes		13,533		13,788			42,163		42,267
Provision for doubtful accounts		326		248			2,534		2,634
Other expenses (income)		1,901		2,380			1,737		4,071
Total operating expenses		78,698		81,505			245,347		238,551
Other expense (income):
Interest expense, net of interest income		30,867		32,209			92,297		91,972
Gain on sale of properties in development		—		(479	)		—		(1,044	)
Provision for impairment		6,362		—			6,362		—
Loss (income) from deferred compensation plan		2,283		(1,398	)		1,395		(1,026	)
Gain on derivative instruments		—		(2,341	)		—		(1,419	)
Total other expense (income)		39,512		27,991			100,054		88,483
Income before equity in income (loss) of investments in real estate partnerships		7,537		11,297			34,289		37,502
Equity in income (loss) of investments in real estate partnerships		4,825		2,102			4,788		(8	)
Income from continuing operations		12,362		13,399			39,077		37,494
Discontinued operations, net:
Operating (loss) income		(142	)	470			210		756
Gain on sale of operating properties and properties in development		2,321		4			2,321		6,767
Income from discontinued operations		2,179		474			2,531		7,523
Net income		14,541		13,873			41,608		45,017
Noncontrolling interests:
Limited partners’ interests in consolidated partnerships		(154	)	(95	)		(425	)	(271	)
Net income attributable to noncontrolling interests		(154	)	(95	)		(425	)	(271	)
Net income attributable to controlling interests		14,387		13,778			41,183		44,746
Preferred unit distributions		(5,850	)	(5,850	)		(17,550	)	(17,550	)
Net income attributable to common unit holders	$	8,537		7,928		$	23,633		27,196
Income per common unit - basic
Continuing operations	$	0.07		0.09		$	0.23		0.24
Discontinued operations		0.02		0.01			0.03		0.09
Net income attributable to common unit holders	$	0.09		0.10		$	0.26		0.33
Income per common unit - diluted
Continuing operations	$	0.07		0.09		$	0.23		0.23
Discontinued operations		0.02		—			0.03		0.09
Net income attributable to common unit holders	$	0.09		0.09		$	0.26		0.32

~~(unaudited)~~ See accompanying notes to consolidated financial statements.

	2009		2008
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $16,306 and $28,847 in 2009 and 2008, respectively)	$	90,338	76,427
Supplemental disclosure of non-cash transactions:
Regency common stock issued for partnership units exchanged	$	—	232
Real estate received through distribution in kind	$	80,459	—
Mortgage loans assumed through distribution in kind	$	59,061	—
Real estate contributed as investments in real estate partnerships	$	—	6,825
Notes receivable taken in connection with sales of properties in
development	$	—	39,619
Change in fair value of derivative instrument	$	44,656	(8,361	)
Common stock issued by Regency for dividend reinvestment plan	$	2,455	3,302
Stock-based compensation capitalized	$	1,783	5,294
Contributions from limited partners in consolidated partnerships, net	$	4,139	2,931

~~See~~REGENCY ~~accompanying~~CENTERS, ~~notes to consolidated financial statements~~L. P.

6Consolidated Statements of Capital and Comprehensive Income (Loss)

~~Table~~For ofthe ~~Contents~~nine months ended September 30, 2011 and 2010

~~Regency~~ ~~Centers,~~(in ~~L.P.~~ thousands)

~~Notes to Consolidated Financial Statements~~ (unaudited)

September 30, 2009



		Preferred Units		General Partner Preferred and Common Units		Limited Partners		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Capital		Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships		Total Capital
Balance at December 31, 2009	$	49,158		1,912,352		7,321		(49,973	)	1,918,858		11,748		1,930,606
Comprehensive income:
Net income		2,794		41,797		155		—		44,746		271		45,017
Amortization of loss on derivative instruments		—		—		7		3,202		3,209		—		3,209
Change in fair value of derivative instrument		—		—		(84	)	(36,472	)	(36,556	)	—		(36,556	)
Total comprehensive income		—								11,399				11,670
Deferred compensation plan, net		—		122		—		—		122		—		122
Contributions from partners		—		—		—		—		—		161		161
Distributions to partners		—		(113,033	)	(373	)	—		(113,406	)	(1,363	)	(114,769	)
Preferred unit distributions		(2,794	)	(14,756	)	—		—		(17,550	)	—		(17,550	)
Restricted stock issued by Parent Company, net of amortization		—		5,138		—		—		5,138		—		5,138
Common units issued as a result of common stock issued by Parent Company, net of repurchases		—		256		—		—		256		—		256
Common units exchanged for common stock of Parent Company		—		7,311		(7,311	)	—		—		—		—
Balance at September 30, 2010	$	49,158		1,839,187		(285	)	(83,243	)	1,804,817		10,817		1,815,634

Balance at December 31, 2010	$	49,158		1,766,062		(762	)	(80,885	)	1,733,573		10,829		1,744,402
Comprehensive income:
Net income		2,794		38,312		77		—		41,183		425		41,608
Amortization of loss on derivative instruments		—		—		14		7,085		7,099		—		7,099
Total comprehensive income										48,282				48,707
Deferred compensation plan, net		—		17,843		—		—		17,843		—		17,843
Contributions from partners		—		—		—		—		—		2,646		2,646
Distributions to partners		—		(119,988	)	(246	)	—		(120,234	)	(865	)	(121,099	)
Preferred unit distributions		(2,794	)	(14,756	)	—		—		(17,550	)	—		(17,550	)
Restricted stock issued by Parent Company, net of amortization		—		8,087		—		—		8,087		—		8,087
Common units issued as a result of common stock issued by Parent Company, net of repurchases		—		214,438		—		—		214,438		—		214,438
Balance at September 30, 2011	$	49,158		1,909,998		(917	)	(73,800	)	1,884,439		13,035		1,897,474

1.See ~~Summary~~accompanying ofnotes ~~Significant~~to ~~Accounting~~consolidated ~~Policies~~financial statements.

~~(a) Organization and Principles of Consolidation~~8

~~General~~REGENCY CENTERS, L.P.

~~Regency~~Consolidated ~~Centers~~Statements ~~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~~Cash operating partnership, Regency Centers, L.P. (“RCLP” or the “Partnership”). Regency currently owns approximately 99% of the outstanding common partnership units (“Units”) of the Partnership. Regency engages in the ownership, management, leasing, acquisition, and development of retail shopping centers through the Partnership, and has no other assets or liabilities other than through its investment in the Partnership. At September 30, 2009, the Partnership directly owned 224 retail shopping centers and held partial interests in an additional 185 retail shopping centers through investments in real estate partnerships (also referred to as co-investment partnerships or joint ventures). Flows

~~Estimates,~~For ~~Risks~~the nine months ended September 30, 2011 and ~~Uncertainties~~ 2010

~~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. The most significant estimates in the Partnership’s financial statements relate to the carrying values of its investments in real estate including its shopping centers, properties in development and its unconsolidated investments in real estate partnerships, accounts receivable, net, and derivative instruments. Each of these items could be significantly affected by the continued weak economy. thousands)

Because of the adverse conditions that exist in the real estate markets, as well as, the credit and financial markets, it is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly. Specifically as it relates to the Partnership’s business, the current weak economic period is expected to result in a higher level of retail store closings nationally, which could reduce the demand for leasing space in the Partnership’s shopping centers and result in a decline in occupancy and rental revenues in its real estate portfolio. The lack of available credit in the commercial real estate market is causing a decline in the values of commercial real estate nationally and the Partnership’s ability to sell shopping centers to raise capital. The reduction in the demand for new retail space and available capital have caused the Partnership to significantly reduce its new shopping center development program until markets become less volatile. (unaudited)

Consolidation



		2011		2010
Cash flows from operating activities:
Net income	$	41,608		45,017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		100,518		93,309
Amortization of deferred loan cost and debt premium		9,205		5,410
Accretion of above and below market lease intangibles, net		(704	)	(961	)
Stock-based compensation, net of capitalization		7,363		4,812
Equity in income (loss) of investments in real estate partnerships		(4,788	)	8
Net gain on sale of properties		(1,973	)	(7,836	)
Provision for doubtful accounts		2,547		2,510
Provision for impairment		6,699		—
Distribution of earnings from operations of investments in real estate partnerships		34,557		32,248
Settlement of derivative instruments		—		(26,761	)
Gain on derivative instruments		—		(1,419	)
Deferred compensation (income) expense		(3,204	)	3,003
Realized gain on trading securities held in trust		(209	)	(346	)
Unrealized loss (gain) on trading securities held in trust		1,582		(699	)
Changes in assets and liabilities:
Accounts receivable		2,977		431
Straight-line rent receivables, net		(3,257	)	(4,544	)
Deferred leasing costs		(6,588	)	(9,926	)
Other assets		(4,741	)	(2,775	)
Accounts payable and other liabilities		(5,241	)	(911	)
Tenants’ security and escrow deposits and prepaid rent		8,489		(118	)
Net cash provided by operating activities		184,840		130,452
Cash flows from investing activities:
Acquisition of operating real estate		(70,629	)	(10,058	)
Development of real estate including acquisition of land		(57,195	)	(40,790	)
Proceeds from sale of real estate investments		18,348		34,408
Investments in real estate partnerships		(194,560	)	(231,800	)
Distributions received from investments in real estate partnerships		149,490		79,838
Dividends on trading securities held in trust		134		162
Acquisition of trading securities held in trust		(10,356	)	(9,476	)
Proceeds from sale of trading securities held in trust		9,057		8,847
Net cash used in investing activities		(155,711	)	(168,869	)
Cash flows from financing activities:
Net proceeds from common units issued as a result of common stock issued by Parent Company		215,369		—
Proceeds from sale of treasury stock		2,114		1,431
Distributions to limited partners in consolidated partnerships, net		(551	)	(1,334	)
Distributions to partners		(119,416	)	(111,813	)
Preferred unit distributions		(17,550	)	(17,550	)
Repayment of fixed rate unsecured notes		(161,691	)	(130,445	)
Proceeds from issuance of fixed rate unsecured notes, net		—		148,949
Proceeds from line of credit		385,000		220,000
Repayment of line of credit		(310,000	)	(110,000	)
Proceeds from notes payable		1,863		4,879
Repayment of notes payable		(15,650	)	(21,354	)
Scheduled principal payments		(3,900	)	(3,679	)
Payment of loan costs		(5,982	)	(1,306	)
Net cash used in financing activities		(30,394	)	(22,222	)
Net decrease in cash and cash equivalents		(1,265	)	(60,639	)
Cash and cash equivalents at beginning of the period		22,460		99,477
Cash and cash equivalents at end of the period	$	21,195		38,838

The accompanying consolidated financial statements include the accounts of the Partnership, its wholly owned subsidiaries, and consolidated partnerships in which the Partnership has a controlling ownership interest. All significant inter-company balances and transactions are eliminated in the consolidated financial statements. 9

7REGENCY CENTERS, L.P.

~~Table~~Consolidated Statements of ~~Contents~~Cash Flows

~~Regency~~For ~~Centers~~the nine months ended September 30, ~~L.P.~~2011 and 2010

~~Notes~~(in ~~to Consolidated Financial Statements~~ thousands)

~~September 30, 2009~~ (unaudited)

Ownership of the Company



		2011	2010
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $1,293 and $4,325 in 2011 and 2010, respectively)	$	92,103	96,240
Supplemental disclosure of non-cash transactions:
Common stock issued by Parent Company for partnership units exchanged	$	—	7,311
Real estate received through distribution in kind	$	47,512	—
Mortgage loans assumed through distribution in kind	$	28,760	—
Mortgage loans assumed for the acquisition of real estate	$	31,186	7,881
Real estate received through foreclosure on notes receivable	$	—	990
Change in fair value of derivative instruments	$	—	28,363
Common stock issued by Parent Company for dividend reinvestment plan	$	821	1,594
Stock-based compensation capitalized	$	930	499
Contributions from limited partners in consolidated partnerships, net	$	2,332	132
Common stock issued for dividend reinvestment in trust	$	476	482
Contribution of stock awards into trust	$	1,117	1,128
Distribution of stock held in trust	$	—	51

~~Regency~~See ~~has~~accompanying anotes single class of common stock outstanding and three series of preferred stock outstanding (“Series 3, 4, and 5 Preferred Stock”). The dividends on the Series 3, 4, and 5 Preferred Stock are cumulative and payable in arrears on the last day of each calendar quarter. The Company owns corresponding Series 3, 4, and 5 preferred unit interests (“Series 3, 4, and 5 Preferred Units”) in the Partnership that entitle the Company to ~~income~~consolidated ~~and~~financial ~~distributions from the Partnership in amounts equal to the dividends paid on the Company’s Series 3, 4, and 5 Preferred Stock~~statements.

~~Ownership of the Operating Partnership~~ 10

~~The~~Table Partnership’s capital includes general and limited common Partnership Units, Series 3, 4, and 5 Preferred Units owned by the Company, and Series D Preferred Units owned by institutional investors. At September 30, 2009, the Company owned approximately 99% or 80,314,647 Partnership Units of ~~the total 80,782,858 Partnership Units outstanding.~~ Contents

~~Net~~REGENCY ~~income~~CENTERS ~~and~~CORPORATION ~~distributions~~AND ofREGENCY ~~the Partnership are allocable first to the Preferred Units and the remaining amounts to the general and limited common Partnership Units in accordance with their ownership percentage. The Series 3~~CENTERS, ~~4, and 5 Preferred Units owned by the Company are classified as preferred units of general partner in the accompanying consolidated financial statements~~L. P.

~~Noncontrolling~~Notes ~~Interests~~to Consolidated Financial Statements

The Partnership consolidates all entities in which it holds a controlling financial interest. A controlling financial interest is typically attributable to the entity with a majority voting interest. Investments in real estate partnerships not controlled by the Partnership are accounted for under the equity method. The Partnership has evaluated its investment in the real estate partnerships and has concluded that they are not variable interest entities. FurtherSeptember 30, ~~the~~2011 venture partners in the real estate partnerships have significant ownership rights, including approval over operating budgets and strategic plans, capital spending, sale or financing, and admission of new partners. Upon formation of the joint ventures, the Partnership also became the managing member, responsible for the day-to-day operations of the partnerships. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, the Partnership evaluated its investment in each partnership and concluded that the other partners have substantive participating rights and, therefore, the Partnership has concluded that the equity method of accounting is appropriate for these investments and they do not require consolidation. Under the equity method of accounting, investments in real estate partnerships are initially recorded at cost, subsequently increased for additional contributions and allocations of income, and reduced for distributions received and allocations of loss. These investments are included in the consolidated financial statements as investments in real estate partnerships.

Noncontrolling interest is the portion of equity in a subsidiary not attributable, directly or indirectly to the Partnership. Such noncontrolling interests are reported on the consolidated balance sheets within capital, but separately from partners’ capital. On the consolidated statements of operations, all of the revenues and expenses from less-than-wholly-owned consolidated subsidiaries are reported in net income (~~loss~~unaudited)~~, including both the amounts~~

81. Organization and Principles of Consolidation

~~Table of Contents~~General

Regency Centers Corporation (the “Parent Company”) began its operations as a Real Estate Investment Trust (“REIT”) in 1993 and is the managing general partner of Regency Centers, L.P. (the “Operating Partnership”). The Parent Company currently owns approximately 99.8% of the outstanding common Partnership Units of the Operating Partnership. The Parent Company engages in the ownership, management, leasing, acquisition, and development of retail shopping centers through the Operating Partnership, and has no other assets or liabilities other than through its investment in the Operating Partnership. At September 30, 2011, the Parent Company, the Operating Partnership and their controlled subsidiaries on a consolidated basis (“the Company” or “Regency”) directly owned 219 retail shopping centers and held partial interests in an additional 148 retail shopping centers through investments in real estate partnerships (also referred to as joint ventures or co-investment partnerships).

~~Notes~~Estimates, toRisks, ~~Consolidated~~and ~~Financial Statements~~ Uncertainties

~~September~~The 30preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~2009~~ 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. The most significant estimates in the Company's financial statements relate to the carrying values of its investments in real estate including its shopping centers, properties in development and its investments in real estate partnerships, and accounts receivable, net. Although the U.S. economy is recovering, economic conditions remain challenging, and therefore, it is possible that the estimates and assumptions that have been utilized in the preparation of the consolidated financial statements could change significantly, if economic conditions were to weaken.

attributable to the Partnership and noncontrolling interests. The amount of consolidated net income (loss) attributable to the Partnership and to the noncontrolling interests are clearly identified on the Consolidated Statements of Operations. Consolidation

~~Limited~~The ~~partners’~~accompanying ~~interest in~~ consolidated ~~partnerships~~financial ~~are~~statements ~~not redeemable~~include by the ~~holders.~~accounts ~~The~~of ~~Partnership~~the ~~has~~Parent ~~determined~~Company, ~~that~~the ~~these~~Operating ~~interests are noncontrolling interests. The~~ Partnership ~~has included all noncontrolling interests in permanent capital~~, ~~separate~~its ~~from~~wholly-owned ~~partners’ capital~~subsidiaries, ~~in the accompanying Consolidated Balance Sheets~~ and ~~Consolidated~~consolidated ~~Statement~~partnerships ofin ~~Changes~~which inthe ~~Capital~~Company ~~and~~has ~~Comprehensive~~a ~~Income~~controlling ~~(Loss)~~interest. Investments ~~The~~in ~~portion~~real ofestate ~~net~~partnerships ~~income~~not ~~(loss)~~controlled orby ~~comprehensive~~the ~~income~~Company ~~(loss)~~are ~~attributable~~accounted tofor ~~these~~under ~~noncontrolling~~the ~~interests~~equity ismethod. All ~~included~~significant ininter-company ~~net~~balances ~~income (loss)~~ and ~~comprehensive~~transactions ~~income~~are ~~(loss)~~eliminated in the ~~accompanying~~consolidated ~~Consolidated~~financial ~~Statements of Operations and Consolidated Statement of Changes in Capital and Comprehensive Income (Loss)~~statements.

Securities that are redeemable for cash or other assets at the option of the holder, not solely within the control of the issuer, are classified as redeemable noncontrolling interests outside of permanent equity in the consolidated balance sheets in accordance with the FASB ASC Topic 4802. Real ~~The~~Estate Partnership has evaluated the conditions as specified under the FASB ASC Topic 480 as it relates to preferred units or exchangeable operating partnership units outstanding and concluded that the Partnership has the right to satisfy the redemption requirements of the units by delivering Regency’s unregistered preferred or common stock. Each outstanding preferred unit and exchangeable operating partnership unit is exchangeable for one share of preferred stock or common stock, respectively, and the unit holder cannot require redemption in cash or other assets. The Company’s only asset is its investment in RCLP, and therefore settlement in shares would not be a surrender of assets, but a contra-equity. The Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of RCLP, to RCLP, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Partnership classifies such Preferred units and exchangeable operating partnership units as permanent capital in the accompanying Consolidated Balance Sheets and Consolidated Statement of Changes in Capital and Comprehensive Income (Loss). Investments

The following table provides a summary of shopping centers acquired during the nine months ended September 30, 2011 (b)in ~~Revenues~~thousands):

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. The Partnership estimates the collectibility of the accounts receivable related to base rents, straight-line rents, expense reimbursements, and other revenue taking into consideration the Partnership’s experience in the retail sector, available internal and external tenant credit information, payment history, industry trends, tenant credit-worthiness, and remaining lease terms. In some cases, primarily related to straight-line rents, the ultimate collection of these amounts are associated with increased rents to be collected in future years which extend beyond one year. During the nine months ended September 30, 2009, the Partnership experienced a significant increase in tenant defaults, as well as, deterioration in tenant receivable collection rates, as compared to historical collection rates. As a result, the Partnership increased its allowance for doubtful accounts to fully reserve for these specifically identified tenant defaults and adjusted the collectibility rates used to estimate the general reserve to reflect such deterioration in collection rates. During the three months ended September 30, 2009, the Partnership recorded a provision for doubtful accounts of $2.4 million in the accompanying Consolidated Statements of Operations. During the nine months ended



Date Purchased	Property Name	City/State		Purchase Price	Debt Assumed, Net of Premiums	Intangible Assets	Intangible Liabilities
6/2/2011	Ocala Corners	Tallahassee, FL	$	11,129	5,937	1,724	2,558
8/18/2011	Oak Shade Town Center	Davis, CA		34,871	12,456	2,320	1,658
9/26/2011	Tech Ridge Center	Austin, TX		55,400	12,793	4,519	936
			$	101,400	31,186	8,563	5,152

9During the three and nine months ended September 30, 2011, the Company expensed approximately $491,000 and $707,000, respectively, of acquisition-related costs in connection with these property acquisitions, which are included in other operating expenses in the accompanying Consolidated Statements of Operations. The impact of these acquired properties is not considered significant to the Company's operating results for the nine months ended September 30, 2011.

~~Table of Contents~~11

~~Regency~~Table ~~Centers,~~of ~~L.P.~~ Contents

~~Notes~~REGENCY toCENTERS ~~Consolidated~~CORPORATION ~~Financial~~AND ~~Statements~~REGENCY CENTERS, L.P.

~~September~~Notes ~~30, 2009~~to Consolidated Financial Statements

September 30, ~~2009 and 2008, the Partnership recorded a provision for doubtful accounts of $7.7 million and approximately $48,000, respectively, in the accompanying Consolidated Statements of Operations.~~ 2011

The following table represents the components of accounts receivable, net of allowance for doubtful accounts, as of September 30, 2009 and December 31, 2008 in the accompanying Consolidated Balance Sheets (~~in thousands~~unaudited):

	2009		2008
Tenant receivables	$	12,385	20,942
CAM and tax reimbursements		19,168	15,697
Other receivables		11,337	11,699
Less: allowance for doubtful accounts		6,959	1,837
Total	$	35,931	46,501

In addition to the above shopping center acquisitions, on May 4, 2011, the Company entered into an agreement with the DESCO Group ("DESCO") to redeem its entire 16.35% interest in Macquarie CountryWide-Regency-DESCO, LLC ("MCWR-DESCO"). The agreement allowed for a distribution-in-kind ("DIK") of the assets in the co-investment partnership. The assets were distributed as 100% ownership interests to DESCO and to Regency after a selection process, as provided for by the agreement. Regency selected four assets, all in the St. Louis market. The properties which the Company received through the DIK were recorded at the carrying value of the Company's equity investment of $18.8 million. Additionally, as part of the agreement, Regency received a $5.0 million disposition fee at closing on May 4, 2011 to buyout its asset, property, and leasing management contracts, and will receive $1.0 million for transition services it will continue to provide through 2011, of which $625,000 has been recognized.

Substantially all of the lease agreements with anchor tenants contain provisions that provide for additional rents based on tenants’ sales volume (percentage rent) and reimbursement of the tenants’ share of real estate taxes, insurance, and common area maintenance (“CAM”) costs3. Discontinued 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. Operations

AsDuring ~~part~~the ofnine ~~the~~months ~~leasing~~ended ~~process~~September 30, 2011, the ~~Partnership~~Company ~~may~~sold ~~provide~~100% ~~the~~of ~~lessee~~its ~~with~~ownership aninterest ~~allowance~~in three operating properties for ~~the~~net ~~construction~~proceeds of ~~leasehold~~$16.3 ~~improvements~~million. ~~These~~ During ~~leasehold~~the ~~improvements~~nine ~~are~~months ~~capitalized~~ended ~~and~~September 30, ~~recorded as tenant improvements~~2010, ~~and depreciated over~~ the ~~shorter~~Company ofsold ~~the~~100% ~~useful life~~ of ~~the~~its ~~improvements~~ownership orinterest ~~the~~in ~~lease~~one ~~term.~~operating Ifproperty ~~the~~and ~~allowance~~one ~~represents~~property ain ~~payment~~development for anet ~~purpose~~proceeds ~~other~~of ~~than~~$25.5 ~~funding leasehold~~million. The ~~improvements,~~combined oroperating inincome ~~the~~and ~~event~~gain ~~the~~on ~~Partnership is not considered~~ the ~~owner~~sale of ~~the~~these ~~improvements,~~properties ~~the~~were ~~allowance~~reclassified ~~is considered~~ to bediscontinued aoperations. The ~~lease~~revenues ~~incentive~~included ~~and~~in isdiscontinued ~~recognized~~operations ~~over~~were ~~the~~approximately ~~lease~~$2.3 ~~term~~million asand a$3.6 ~~reduction~~million offor ~~rental~~the ~~revenue.~~nine ~~Factors~~months ~~considered during~~ended ~~this evaluation include~~September 30, ~~among~~2011 ~~other~~and ~~things~~2010, ~~who~~respectively. The ~~holds~~operating ~~legal~~income ~~title to the improvements as well as other controlling rights provided by the lease agreement~~ and ~~provisions~~gain ~~for~~on ~~substantiation~~sales of ~~such~~properties ~~costs~~included ~~(e.g.~~in ~~unilateral~~discontinued ~~control~~operations ofare ~~the~~reported ~~tenant space~~net ~~during the build-out process). Determination~~ of ~~the~~income ~~appropriate~~taxes, ~~accounting~~if ~~for~~ the ~~payment~~property ofis asold ~~tenant~~by ~~allowance~~Regency isRealty ~~made~~Group, onInc., a ~~lease~~wholly-~~by-lease~~owned ~~basis,~~subsidiary ~~considering the facts and circumstances~~ of the ~~individual~~Operating ~~tenant~~Partnership, ~~lease.~~which ~~When~~is ~~the~~a ~~Partnership~~Taxable ~~is the~~REIT ~~owner~~Subsidiary ofas ~~the~~defined ~~leasehold~~in ~~improvements,~~Section ~~recognition~~856(l) of ~~lease revenue commences when~~ the ~~lessee~~Internal isRevenue ~~given~~Code. During ~~possession of~~ the ~~leased~~nine ~~space~~months ~~upon~~ended ~~completion~~September 30, of2011 ~~tenant~~and ~~improvements. However~~2010, ~~when~~approximately ~~the~~$283,000 ~~leasehold~~of ~~improvements~~income ~~are~~tax ~~owned~~benefit byand ~~the~~approximately ~~tenant~~$26,000 ~~the lease~~of ~~inception~~income ~~date~~tax isexpense, ~~the~~were ~~date~~allocated ~~the~~to ~~tenant~~gain ~~obtains~~on ~~possession~~sale of ~~the~~properties ~~leased~~in ~~space~~development ~~for~~from ~~purposes~~discontinued ofoperations, ~~constructing its leasehold improvements~~respectively.

Profits from sales of real estate are not recognized under the full accrual method by the Partnership unless a sale is consummated; the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property; the Partnership’s receivable, if applicable, is not subject to future subordination; 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 property4. Income Taxes

10Income tax expense (benefit) is included in other operating expenses in the accompanying Consolidated Statements of Operations and consists of the following for the three and nine months ended September 30, 2011 and 2010 (in thousands):



		For the three months ended September 30,				For the nine months ended September 30,
		2011		2010		2011		2010
Income tax expense (benefit) from:
Continuing operations	$	247		846	$	(1,350	)	927
Discontinued operations		(283	)	6		(283	)	26
Total income tax expense (benefit)	$	(36	)	852	$	(1,633	)	953

~~Regency~~5. Notes ~~Centers,~~Payable ~~L.P.~~and Unsecured Line of Credit

~~Notes~~The toParent ~~Consolidated~~Company ~~Financial~~does ~~Statements~~not have any indebtedness, but guarantees all of the unsecured debt and 12.8% of the secured debt of the Operating Partnership.

~~September~~Notes ~~30, 2009~~ Payable

~~The~~Notes ~~Partnership~~payable ~~sells~~consist ~~shopping~~of ~~center~~mortgage loans secured by properties toand ~~joint~~unsecured ~~ventures~~public indebt. Mortgage ~~exchange~~loans ~~for~~may ~~cash equal~~be prepaid, but could be subject to ~~the~~yield ~~fair~~maintenance ~~value~~premiums. Mortgage loans are generally due in monthly installments of ~~the~~principal ~~percentage~~and interest ~~owned~~or byinterest ~~its~~only, ~~partners.~~and ~~The~~mature ~~Partnership~~over ~~accounts~~various ~~for~~terms ~~those~~through ~~sales~~2028, aswhereas, ~~“partial~~interest ~~sales”~~on unsecured public debt is payable semi-annually and ~~recognizes~~the ~~gains~~debt onmatures ~~those~~over ~~partial~~various ~~sales~~terms inthrough ~~the~~2021. ~~period~~Fixed ~~the~~interest ~~properties~~rates ~~were~~on ~~sold~~mortgage loans range from 5.22% to ~~the~~8.40% ~~extent~~with a weighted average rate of ~~the percentage~~6.45%. Fixed interest ~~sold,~~rates ~~and~~on inunsecured ~~the~~public ~~case~~debt ofrange ~~certain~~from ~~partnerships,~~4.80% ~~applies~~to 7.25% with a ~~more~~weighted ~~restrictive~~average ~~method~~rate of ~~recognizing~~5.61%. As ~~gains~~of September 30, as2011, ~~discussed~~the ~~further~~Company ~~below.~~had ~~The~~two ~~gains~~variable ~~and~~rate ~~operations~~mortgage ~~associated~~loans, ~~with~~one ~~properties~~in ~~sold~~the toamount ~~these~~of ~~partnerships~~$3.8 ~~are~~million ~~not~~with ~~classified as~~a variable ~~discontinued~~interest ~~operations~~rate ~~because~~equal ~~the~~to ~~Partnership~~LIBOR ~~continues~~plus to380 ~~partially~~basis ~~own~~points maturing on October 1, 2014 and ~~manage~~one ~~these~~construction ~~shopping~~loan ~~centers.~~with a current balance

As of September 30, 2009, four of the Partnership’s joint ventures (“DIK-JV”) give each partner the unilateral right to elect to dissolve the partnership and, upon such an election, receive a distribution in-kind (“DIK”) of the assets of the partnership equal to their respective ownership interests, which could include properties the Partnership previously sold to the partnership. The liquidation provisions require that all of the properties owned by the partnership be appraised to determine their respective fair values. As a general rule, if the Partnership initiates the liquidation process, its partner has the right to choose the first property that it will receive in liquidation with the Partnership choosing the next property that it will receive in liquidation. If the Partnership’s partner initiates the liquidation process, the order of the selection process is reversed. The process then continues with an alternating selection of properties by each partner until the balance of each partner’s capital account on a fair value basis has been distributed. After the final selection, to the extent that the fair value of properties in the DIK-JV are not distributable in a manner that equals the balance of each partner’s capital account, a cash payment would be made to the other partner by the partner receiving a fair value of property in excess of its capital account. The partners may also elect to liquidate some or all of the properties through sales rather than through the DIK process. 12

~~The~~Table ~~Partnership has concluded that these DIK dissolution provisions constitute in-substance call/put options and represent a form~~ of continuing involvement with respect to property that the Partnership has sold to these partnerships, limiting the Partnership’s recognition of gain related to the partial sale. This more restrictive method of gain recognition (“Restricted Gain Method”) considers the Partnership’s potential ability to receive property through a DIK on which partial gain has been recognized, and ensures, as discussed below, maximum gain deferral upon sale to a DIK-JV. The Partnership has applied the Restricted Gain Method to partial sales of property to partnerships that contain unilateral DIK provisions. Contents

~~Profit~~REGENCY ~~shall~~CENTERS beCORPORATION ~~recognized~~AND ~~under~~REGENCY aCENTERS, ~~method determined by the nature and extent of the seller’s continuing involvement and the profit recognized shall be reduced by the maximum exposure to loss~~L. ~~The Partnership has concluded that the Restricted Gain Method accomplishes this objective~~P.

~~Under~~Notes the Restricted Gain Method, for purposes of gain deferral, the Partnership considers the aggregate pool of properties sold into the DIK-JV as well as the aggregate pool of properties which will be distributed in the DIK process. As a result, upon the sale of properties to aConsolidated ~~DIK-JV,~~Financial the Partnership performs a hypothetical DIK liquidation assuming that it would choose only those properties that it has sold to the DIK-JV in an amount equal to its capital account. For purposes of calculating the gain to be deferred, the Partnership assumes that it will select properties in a DIK liquidation that would otherwise have generated the highest gain to the Partnership when originally sold to the DIK-JV. The deferred gain to be recorded upon the sale of a property to a DIK-JV is calculated whenever Statements

11September 30, 2011

~~Table of Contents~~(unaudited)

~~Regency~~of ~~Centers~~$8.9 million with a variable interest rate of LIBOR plus 160 basis points maturing on September 1, L2014.P On January 18, 2011, the Company paid the maturing balance of $161.7 million of 7.95% ten-year senior unsecured notes from proceeds from the unsecured line of credit.

~~Notes~~The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated ~~Financial~~Debt ~~Statements~~to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of September 30, 2011, management of the Company believes it is in compliance with all financial covenants for its unsecured public debt.

~~September~~Unsecured ~~30, 2009~~Line of Credit

The Company has a ~~property~~$600.0 ismillion ~~sold~~unsecured toline of credit (the ~~DIK-JV~~“Line”) bycommitment ~~the~~under ~~Partnership.~~an ~~During~~agreement (the ~~periods~~"Credit ~~when~~Agreement") ~~there~~with ~~are~~Wells noFargo ~~property~~Bank ~~sales~~and a syndicate of other banks, which was amended on September 7, 2011 primarily to extend the maturity date, now matures in September 2015, and includes one, one year extension option. The Line has a ~~DIK-JV~~variable interest rate of LIBOR plus 125 basis points and an annual facility fee of 25 basis points subject to Regency maintaining its corporate credit and senior unsecured ratings at BBB. In addition, the ~~deferred~~Company ~~gain~~has the ability to increase the Line through an accordion feature to $1.0 billion. Borrowing capacity is ~~not~~reduced ~~recalculated~~by the balance of outstanding borrowings and commitments under outstanding letters of credit. The balance on the Line was $85.0 million and $10.0 million at September 30, 2011 and December 31, 2010, respectively. The proceeds from the Line are used to finance the acquisition and development of real estate and for general working-capital purposes.

~~Because~~The ~~the~~Company ~~contingency~~is ~~associated~~required to comply with ~~the~~certain ~~possibility~~financial ofcovenants ~~receiving~~as adefined ~~particular~~in ~~property~~the ~~back~~Credit ~~upon~~Agreement ~~liquidation,~~such ~~which~~as ~~forms~~Minimum ~~the~~Tangible ~~basis~~Net Worth, Ratio of ~~the~~ ~~Restricted~~Indebtedness ~~Gain~~to ~~Method~~Total Asset Value ("TAV"), Ratio isof ~~not~~Unsecured ~~satisfied~~Indebtedness atto ~~the~~Unencumbered ~~property~~Asset ~~level~~Value, ~~but~~Ratio atof ~~the~~Adjusted ~~aggregate~~Earnings ~~level,~~Before noInterest ~~gain~~Taxes isDepreciation ~~recognized~~and onAmortization ~~property~~(“EBITDA”) ~~sold~~to byFixed ~~the~~Charges, ~~DIK-JV~~Ratio toof aSecured ~~third~~Indebtedness ~~party~~to orTAV, ~~received~~Ratio byof ~~the~~Unencumbered ~~Partnership~~Net ~~upon~~Operating ~~actual~~Income to ~~dissolution.~~Unsecured ~~Instead~~Interest Expense, ~~the~~and ~~property received~~other ~~upon~~covenants ~~actual~~customary ~~dissolution~~with isthis ~~recorded~~type atof ~~the~~unsecured ~~Partnership’s~~financing. As ~~historical~~of ~~cost~~September 30, ~~investment~~2011, inmanagement of the ~~DIK-JV~~Company onbelieves ~~the~~it ~~date~~is ofin ~~dissolution,~~compliance ~~reduced~~with byall ~~the~~financial ~~deferred~~covenants ~~gain~~for the Line.

The ~~Partnership~~Company ~~has~~previously ~~been~~had ~~engaged~~a ~~under~~$113.8 ~~agreements~~million ~~with~~revolving ~~its~~credit ~~joint~~facility ~~venture~~under ~~partners~~an toagreement ~~provide~~with ~~asset~~Wells ~~management,~~Fargo ~~disposition,~~Bank ~~property management, leasing, investing,~~ and ~~financing services for such ventures’ shopping centers. The fees are market-based, generally calculated as~~ a ~~percentage~~syndicate of ~~either~~other ~~revenues~~banks ~~earned~~that ormatured ~~the~~in ~~estimated~~February ~~values~~2011. There ofwas ~~the~~no ~~properties~~balance ~~managed~~outstanding orat ~~the proceeds received~~December 31, 2010 and ~~are~~the ~~recognized~~Company asdid ~~services~~not ~~are~~renew ~~rendered,~~this facility when ~~fees~~ ~~due~~it ~~are~~matured ~~determinable~~in ~~and~~February ~~collectibility is reasonably assured~~2011.

~~(c)~~The ~~Real~~Company’s ~~Estate~~outstanding ~~Investments~~debt at September 30, 2011 and December 31, 2010 consists of the following (in thousands):

Land, buildings and improvements are recorded at cost. All specifically identifiable costs related to development activities are capitalized into properties in development on the accompanying Consolidated Balance Sheets. Properties in development 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 the development is at least 95% leased and tenants are paying rent on the newly constructed or renovated GLA unless a prescribed period of time expires since anchor opening at which time they are no longer considered in development). In summary, a rental project changes from non-operating to operating when it is substantially completed and available for occupancy. At that time, costs should no longer be capitalized. The capitalized costs include pre-development costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, and allocated direct employee costs incurred during the period of development. Interest costs are capitalized into each development project based on applying the Partnership’s weighted average borrowing rate to that portion of the actual development costs expended. The Partnership ceases interest cost capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Partnership capitalize interest on the project beyond 12 months after substantial completion of the building shell.



		2011	2010
Notes payable:
Fixed rate mortgage loans	$	442,860	402,151
Variable rate mortgage loans		12,699	11,189
Fixed rate unsecured loans		1,509,781	1,671,129
Total notes payable		1,965,340	2,084,469
Unsecured line of credit		85,000	10,000
Total	$	2,050,340	2,094,469

~~The following table represents the components of properties in development as of September 30, 2009 and December 31, 2008 in the accompanying Consolidated Balance Sheets (in thousands):~~ 13

	2009		2008
Construction in process	$	147,931	338,606
Construction complete and in lease-up		684,115	548,132
Land held for future development		131,421	192,147
Total	$	963,467	1,078,885

Table of Contents

~~Construction~~REGENCY inCENTERS ~~process~~CORPORATION ~~represents~~AND ~~developments~~REGENCY ~~where~~CENTERS, ~~the Partnership has not yet incurred at least 90% of the expected costs to complete~~L. ~~Construction complete and in~~ P.

12Notes to Consolidated Financial Statements

~~Table~~September of30, ~~Contents~~2011

~~Regency Centers, L.P.~~ (unaudited)

~~Notes~~As toof ~~Consolidated~~September 30, ~~Financial~~2011, ~~Statements~~scheduled principal payments and maturities on notes payable were as follows (in thousands):

September 30, 2009



Scheduled Principal Payments and Maturities by Year:		Scheduled Principal Payments	Mortgage Loan Maturities	Unsecured Maturities ⁽¹⁾		Total
2011	$	1,757	—	20,000		21,757
2012		6,998	—	192,377		199,375
2013		6,995	16,340	—		23,335
2014		6,481	29,743	150,000		186,224
2015		5,170	46,313	435,000		486,483
Beyond 5 Years		29,348	302,207	800,000		1,131,555
Unamortized debt (discounts)/premiums, net		—	4,207	(2,596	)	1,611
Total	$	56,749	398,810	1,594,781		2,050,340

~~lease-up~~(1) ~~represents~~Includes ~~developments~~unsecured ~~where~~public ~~the~~debt ~~Partnership~~and ~~has incurred at least 90% of~~ the ~~estimated~~Line. ~~costs~~The toLine ~~complete, but~~ is ~~still~~included ~~completing lease-up and final tenant build out. Land held for future development represents projects not~~ in ~~construction,~~2015 ~~but~~maturities ~~identified~~ and ~~available~~matures ~~for~~in ~~future~~September ~~development if and when the market demand for a new shopping center exists~~2015.

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 in the accompanying Consolidated Balance Sheets. At September 30, 2009 and December 31, 2008, the Partnership had capitalized pre-development costs of $1.2 million and $7.7 million, respectively, of which approximately $450,000 and $2.3 million, respectively, were refundable deposits. If the Partnership determines that the development of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed in other expenses in the accompanying Consolidated Statements of Operations. During the three months ended September 30, 2009 and 2008, the Partnership expensed pre-development costs of $3.4 million and $3.9 million, respectively, in other expenses in the accompanying Consolidated Statements of Operations. During the nine months ended September 30, 2009 and 2008, the Partnership expensed pre-development costs of $3.7 million and $4.6 ~~million, respectively, in other expenses in the accompanying Consolidated Statements of Operations~~. Fair Value Measurements

~~Maintenance~~(a) Fair ~~and~~Value ~~repairs that do not improve or extend the useful lives~~ of ~~the~~Financial ~~respective assets are recorded in operating and maintenance expense.~~ Instruments

~~Depreciation~~The isfollowing ~~computed~~provides ~~using~~information about the ~~straight-line~~methods ~~method~~and ~~over~~assumptions ~~estimated~~used ~~useful lives of up~~ to 40estimate ~~years for buildings and improvements,~~ the ~~shorter~~fair value of the ~~useful~~Company's ~~life~~financial ~~or the lease term for tenant improvements~~instruments, ~~and~~including ~~three~~their toestimated ~~seven~~fair ~~years for furniture and equipment~~values.

~~The~~Notes Partnership and the real estate partnerships 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. 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 considered: (i) value of in-place leases, (ii) above and below-market value of in-place leases, and (iii) customer relationship value. Receivable

The fair value of ~~in-place~~the ~~leases~~Company's notes receivable is estimated based on the ~~value associated~~current ~~with~~market ~~the~~rates ~~costs~~available ~~avoided~~for innotes ~~originating~~of ~~leases~~the ~~compared~~same toterms ~~the~~and ~~acquired~~remaining ~~in-place~~maturities ~~leases~~adjusted asfor ~~well~~customer asspecific ~~the~~credit ~~value~~risk. ~~associated~~The ~~with~~fair ~~lost~~value ~~rental~~of ~~and~~notes ~~recovery~~receivable ~~revenue~~was ~~during~~determined ~~the~~using ~~assumed~~Level ~~lease-up~~3 ~~period.~~inputs ~~The~~of ~~value~~the offair ~~in-place~~value ~~leases~~hierarchy. isBased ~~recorded~~on ~~to amortization~~the ~~expense~~estimates ~~over~~made by the ~~remaining~~Company, ~~initial~~the ~~term~~fair value of ~~the~~notes ~~respective~~receivable ~~leases~~was $35.2 million at September 30, 2011.

~~Above-market~~Trading ~~and~~Securities ~~below-market~~Held 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 comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The value of above-market leases is amortized as a reduction of minimum rent over the remaining terms of the respective leases and the value of below- Trust

13The Company has investments in marketable securities that are classified as trading securities held in trust on the accompanying Consolidated Balance Sheets. The fair value of the trading securities held in trust was determined using quoted prices in active markets, considered Level 1 inputs of the fair value hierarchy. The fair value of the trading securities held in trust was $20.7 million and $20.9 million at September 30, 2011 and December 31, 2010, respectively. Changes in the value of trading securities are recorded within loss (income) from deferred compensation plan in the accompanying Consolidated Statements of Operations.

~~Table~~Notes ~~of Contents~~Payable

~~Regency~~The ~~Centers~~fair value of the Company's notes payable is estimated based on the current market rates available to the Company for debt of the same terms and remaining maturities. Fixed rate loans assumed in connection with real estate acquisitions are recorded in the accompanying consolidated financial statements at fair value at the time the property is acquired including those loans assumed in distribution-in-kind liquidations. The fair value of the notes payable was determined using Level 3 inputs of the fair value hierarchy. Based on the estimates used by the Company, Lthe fair value of notes payable was $2.P1 billion and $2.2 billion at September 30, 2011 and December 31, 2010, respectively.

~~Notes~~Unsecured toLine ~~Consolidated~~of ~~Financial Statements~~ Credit

~~September~~The 30fair value of the Company's Line is estimated based on the interest rates currently offered to the Company by the Company's bankers. Based on the recent amendment to the Line, ~~2009~~ the Company has determined that fair value approximates carrying value.

market leases is accreted to minimum rent over the remaining terms of the respective leases, including below-market renewal options, if applicable. If a tenant exercises an option to renew a lease as per the lease agreement, the Partnership capitalizes any related leasing commissions and recognizes any related option fees as agreed upon. The Partnership does not allocate value to customer relationship intangibles if it has pre-existing business relationships with the major retailers in the acquired property since they do not provide incremental value over the Partnership’s existing relationships. 14

~~The~~Table Partnership classifies an operating property or a property in development as held-for-sale when the Partnership determines that the property is available for immediate sale in its present condition, the property is being actively marketed for sale, and management believes it is probable that a sale will be consummated within one year. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow prospective 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. Therefore, any properties categorized as held-for-sale represent only those properties that management has determined are probable to close within the requirements set forth above. Operating properties held-for-sale are carried at the lower of cost or fair value less costs to sell. The recording of depreciation and amortization expense is suspended during the held-for-sale period. If circumstances arise that previously were considered unlikely and, as a result, the Partnership decides not to sell a property previously classified as held-for-sale, the property is reclassified as held and used and is measured individually at the lower of its (a) carrying amount before the property was classified as held-for-sale, adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used or (b) the fair value at the date of the subsequent decision not to sell. Any required adjustment to the carrying amount of the property reclassified as held and used is included in income from continuing operations in the period of the subsequent decision not to sell. If a property is reclassified as held and used, the results of operations of the property previously reported in discontinued operations is reclassified and included in income from continuing operations for all periods presented. Contents

~~When~~REGENCY ~~the~~CENTERS ~~Partnership~~CORPORATION ~~sells~~AND aREGENCY ~~property or classifies a property as held-for-sale and will not have significant continuing involvement in the operation of the property~~CENTERS, ~~the operations of the property are eliminated from ongoing operations and classified in discontinued operations~~L. ~~Its operations, including any mortgage interest and gain on sale, are reported in discontinued operations so that the operations are clearly distinguished~~P. Prior periods are also reclassified to reflect the operations of these properties as discontinued operations. When the Partnership sells an operating property to a joint venture or to a third party, and will continue to manage the property, the operations and gain on sale are included in income from continuing operations.

~~The~~Notes Partnership reviews its real estate portfolio including the properties owned through co-investment partnerships for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For properties to beConsolidated ~~“held~~Financial and used” for long term investment, the Partnership estimates undiscounted future cash flows over the expected investment term including the estimated future value of the asset upon sale at the end of the investment period. Future value is generally determined by applying a market-based capitalization rate to the estimated future net operating income in the final Statements

14September 30, 2011

~~Table of Contents~~(unaudited)

~~Regency~~(b) Fair ~~Centers,~~Value ~~L.P.~~ Measurements

~~Notes~~The tofollowing ~~Consolidated~~are ~~Financial~~fair ~~Statements~~value measurements recorded on a recurring basis as of September 30, 2011 and December 31, 2010, respectively (in thousands):

September 30, 2009



		Fair Value Measurements as of September 30, 2011
			Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs
Assets		Balance	(Level 1)	(Level 2)	(Level 3)
Trading securities held in trust	$	20,683	20,683	—	—
Total	$	20,683	20,683	—	—

year of the expected investment term. If after applying this method a property is determined to be impaired, the Partnership determines the provision for impairment based upon applying a market capitalization rate to current estimated net operating income as if the sale were to occur immediately. For properties “held-for-sale”, the Partnership estimates current resale values through appraisal information and other market data less expected costs to sell. These methods of determining fair value can fluctuate significantly as a result of a number of factors, including changes in the general economy for those markets in which the Partnership operates, the Partnership’s estimated holding period of the property, tenant credit quality, and demand for new retail stores. If as a result of a change in the Partnership’s strategy for a specific property which the Partnership owns directly or through co-investment partnerships, a property previously classified as held and used is changed to held-for-sale, or if its estimated holding period changes, such change could cause the Partnership to determine that the property is impaired and a provision for impairment in relation to that property would be recorded by the Partnership either directly or through a reduction of the Partnership’s equity in income (loss) of investments in real estate partnerships. During the nine months ended September 30, 2009 and 2008, the Partnership established a provision for impairment of $103.9 million and approximately $716,000, respectively. See Note 10 for further discussion.



		Fair Value Measurements as of December 31, 2010
			Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs
Assets		Balance	(Level 1)	(Level 2)	(Level 3)
Trading securities held in trust		20,891	20,891	—	—
Total	$	20,891	20,891	—	—

AThe ~~loss~~following intable ~~value~~presents offair anvalue ~~investment~~measurements ~~under the equity method~~ of ~~accounting,~~assets ~~which~~and isliabilities ~~other~~that ~~than~~are ameasured ~~temporary~~at ~~decline, must be recognized in the period in which the loss occurs. To evaluate the Partnership’s investment in real estate partnerships, the Partnership calculates the~~ fair value ofon ~~the~~a ~~investment~~nonrecurring bybasis ~~discounting~~at ~~estimated future cash flows over the expected term of the investment. During the nine months ended~~ September 30, ~~2009 and 2008, no impairment was recorded as a result of this evaluation.~~ 2011:

(d) Cash and Cash Equivalents



			Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs	Significant Unobservable Inputs	Total Gains (Losses)
Assets		Balance	(Level 1)	(Level 2)	(Level 3)	Total Gains (Losses)
Long-lived assets held and used
Operating and development properties	$	2,054	—	—	2,054	(6,362	)
Total		2,054	—	—	2,054	(6,362	)

~~Any instruments~~Long-lived ~~which~~assets ~~have~~held anand ~~original~~used ~~maturity~~are comprised primarily of 90real ~~days~~estate. The orprovision ~~less~~for ~~when~~impairment ~~purchased~~recognized ~~are~~during ~~considered~~the ~~cash~~nine ~~equivalents.~~months Atended September 30, ~~2009~~2011 ~~and~~related ~~December 31,~~to ~~2008,~~a $3single operating property.5 The ~~million~~triggering ~~and~~event ~~$8.7~~that ~~million,~~led ~~respectively,~~to ofthe ~~cash~~impairment charges during 2011 was ~~restricted~~primarily ~~through~~due ~~escrow agreements~~to ~~required~~economic ~~for~~declines in the shopping center's trade area coupled with significant competition from nearby shopping centers. As a ~~development~~result, the Company evaluated the current fair value of the property and ~~certain~~recorded ~~mortgage~~an ~~loans.~~impairment loss.

Fair value was determined through the use of an income approach. The income approach estimates an income stream for a property (etypically 10 years) ~~Notes~~and ~~Receivable~~discounts this income plus a reversion (presumed sale) into a present value at a risk adjusted rate. Yield rates and growth assumptions utilized in this approach are derived from market transactions as well as other financial and industry data. The terminal cap rate and discount rate are significant inputs to this valuation. The Company has determined that the inputs used to value this long-lived asset falls within Level 3 of the fair value hierarchy.

The Partnership records notes receivable at cost on the accompanying Consolidated Balance Sheets and interest income is accrued as earned and netted against interest expense in the accompanying Consolidated Statements of Operations. If a note receivable is past due, meaning the debtor is past due per contractual obligations, the Partnership ceases to accrue interest income. However, in the event the debtor subsequently becomes current, the Partnership will resume accruing interest. The Partnership evaluates the collectibility of both interest and principal for all notes receivable to determine whether impairment exists using the present value of expected cash flows discounted at the note receivable’s effective interest rate or, alternatively, at the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent. In the event the Partnership determines a note receivable or a portion thereof is considered uncollectible, the Partnership records an allowance for credit loss. The Partnership estimates the collectibility of notes receivable taking into consideration the Partnership’s experience in the retail sector, available internal and external credit information, payment history, market and industry trends, and debtor credit-worthiness. During the nine months ended September 30, 2009 15

15Table of Contents

~~Table~~REGENCY ofCENTERS ~~Contents~~CORPORATION AND REGENCY CENTERS, L.P.

~~Regency~~Notes ~~Centers,~~to ~~L.P.~~Consolidated Financial Statements

~~Notes~~September to30, ~~Consolidated Financial Statements~~ 2011

~~September 30, 2009~~ (unaudited)

~~and 2008, the Partnership recorded a provision for impairment of approximately $465,000 and $1~~7.1 Equity ~~million, respectively. See Notes 5~~ and ~~10 for further discussion.~~ Capital

~~(f)~~Common ~~Deferred~~Stock ~~Costs~~of the Parent Company

~~Deferred~~On ~~costs include~~March 9, ~~leasing costs and loan costs~~2011, ~~net~~the ofParent ~~accumulated~~Company ~~amortization.~~settled ~~Such~~its ~~costs~~forward ~~are~~sale ~~amortized~~agreements ~~over~~dated ~~the periods through lease expiration or loan maturity~~December 4, ~~respectively.~~2009 If (the ~~lease~~"Forward isEquity ~~terminated~~Offering") ~~early~~with J.P. orMorgan ifand ~~the~~Wells ~~loan~~Fargo isSecurities ~~repaid~~by ~~prior~~delivering toan ~~maturity, the~~aggregate ~~remaining~~8.0 ~~leasing~~million ~~costs~~shares orof ~~loan~~common ~~costs are written off~~stock. Upon ~~Deferred~~physical ~~leasing~~settlement ~~costs consist~~ of ~~internal~~the ~~and~~Forward ~~external~~Equity ~~commissions~~Offering, ~~associated with leasing~~ the ~~Partnership’s~~Company ~~shopping~~received ~~centers.~~net ~~Net~~proceeds ~~deferred~~of ~~leasing~~approximately ~~costs were~~ $47215.34 million ~~and $46~~.~~8 million~~ The atCompany ~~September 30,~~used ~~2009~~a ~~and~~portion ~~December 31, 2008, respectively. Deferred loan costs consist~~ of ~~initial~~the ~~direct~~proceeds ~~and~~to ~~incremental~~repay ~~costs~~the ~~associated~~Line, ~~with~~which ~~financing~~had ~~activities.~~been ~~Net~~drawn ~~deferred~~upon ~~loan~~to ~~costs~~repay ~~were~~unsecured ~~$9.5~~notes ~~million~~of ~~and~~ $10161.7 million ~~at September 30,~~that ~~2009~~matured ~~and~~in ~~December 31,~~January ~~2008, respectively~~2011.

~~(g)~~8. Stock-Based ~~Derivative Financial Instruments~~Compensation

~~All~~The ~~derivative~~Company ~~instruments, whether designated in hedging relationships or not, are~~ recorded onstock-based ~~the~~compensation ~~balance sheet at their fair values. The accounting for changes~~ in ~~the~~general ~~fair~~and ~~value~~administrative ofexpenses ~~derivatives depends on the intended use of the derivative, whether the Partnership has elected to designate a derivative~~ in ~~a hedging relationship and apply hedge accounting and whether~~ the ~~hedging~~accompanying ~~relationship~~Consolidated ~~has~~Statements ~~satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge~~ of ~~the exposure to changes in the fair value of an asset~~Operations, ~~liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of~~ the ~~exposure~~components ~~to variability in expected future cash flows, or other types~~ of ~~forecasted~~which ~~transactions,~~ are ~~considered~~further ~~cash~~described ~~flow~~below ~~hedges. Hedge accounting generally provides~~ for the ~~matching~~three ofand ~~the~~nine ~~timing~~months ofended ~~gain~~September 30, or2011 ~~loss recognition~~and on2010 ~~the hedging instrument with the recognition of the changes~~ (in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Partnership may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Partnership elects not to apply hedge accounting. thousands):

The Partnership’s use of derivative financial instruments is intended to mitigate its interest rate risk on a related financial instrument or forecasted transaction through the use of interest rate swaps (the “Swaps”) and the Partnership designates these interest rate swaps as cash flow hedges. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in other comprehensive income (“OCI”) while the ineffective portion of the derivative’s change in fair value is recognized in the income statement as interest expense. Upon the settlement of a hedge, gains and losses remaining in OCI are amortized over the underlying term of the hedge transaction. The Partnership formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Partnership assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.



		For the three months ended September 30,					For the nine months ended September 30,
		2011		2010			2011		2010

Restricted stock	$	2,696		1,713		$	8,087		5,138
Directors' fees paid in common stock		72		66			206		173
Less: Amount capitalized		(415	)	(167	)		(930	)	(499	)
Total	$	2,353		1,612		$	7,363		4,812

16The recorded amounts of stock-based compensation expense represent amortization of the grant date fair value of restricted stock awards over the respective vesting periods. Compensation expense specifically identifiable to development and leasing activities is capitalized and included above.

~~Table~~There ofwere ~~Contents~~no stock options granted during the nine months ended September 30, 2011. The Company issues new shares to fulfill option exercises from its authorized shares available. The following table reports stock option activity during the nine months ended September 30, 2011:

Regency Centers, L.P.



	Number of Options		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding December 31, 2010	442,880	$	51.85	3.5	$	(4,255	)
Less: Exercised	12,561		35.61
Less: Forfeited	26,754		51.43
Less: Expired	12,023		60.18
Outstanding September 30, 2011	391,542	$	52.14	3.2	$	(6,583	)
Vested and expected to vest - September 30, 2011	391,542	$	52.14	3.2	$	(6,583	)
Exercisable September 30, 2011	391,542	$	52.14	3.2	$	(6,583	)

~~Notes to Consolidated Financial Statements~~ 16

~~September~~Table ~~30, 2009~~of Contents

InREGENCY ~~assessing~~CENTERS ~~the~~CORPORATION ~~valuation~~AND ofREGENCY ~~the hedges~~CENTERS, ~~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~~L. ~~All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized~~P. ~~See Notes 9 and 10 for further discussion.~~

~~The~~Notes ~~Partnership has elected~~ to ~~classify swap termination cash flows as operating activities in the accompanying~~ Consolidated ~~Statements~~Financial ~~of Cash Flows.~~ Statements

~~(h)~~September ~~Income~~30, ~~Taxes~~2011

As a pass through entity, the Partnership’s taxable income or loss is reported by its partners, of which the Company as general partner and 99% owner, is allocated its pro-rata share of tax attributes. (unaudited)

The ~~Company~~following ~~believes~~table itpresents ~~qualifies,~~information ~~and~~regarding ~~intends~~non-vested tooption ~~continue~~activity toduring ~~qualify, as a REIT under~~ the ~~Internal~~nine ~~Revenue~~months ~~Code~~ended ~~(the “Code”). As a REIT~~September 30, the Company will generally not be subject to federal income tax, provided that distributions to its stockholders are at least equal to REIT taxable income. Regency Realty Group, Inc. (“RRG”), a wholly-owned subsidiary of RCLP, is a Taxable REIT Subsidiary (“TRS”) as defined in Section2011: ~~856(l) of the Code. RRG is subject to federal and state income taxes and files separate tax returns.~~

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which these temporary differences are expected to be recovered or settled.



	Non-vested Number of Options		Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2010	2,185	$	8.78
Less: 2011 Vesting	2,185		8.78
Non-vested at September 30, 2011	—	$	—

The following table ~~represents~~reports ~~the~~non-vested ~~Partnership’s~~restricted ~~net~~stock ~~deferred~~activity ~~tax~~during ~~assets~~the asnine ofmonths ended September 30, ~~2009~~ ~~and December 31, 2008 recorded in other assets in the accompanying Consolidated Balance Sheets (in thousands)~~2011:

		2009			2008
	Number ofShares			IntrinsicValue(in thousands)		WeightedAverageGrantPrice
Deferred tax assets		$	20,816		17,887
Non-vested at December 31, 2010	436,559
Deferred tax liabilities			(870	)	(825	)
Add: Time-based awards granted	128,139				$	42.19
Valuation allowance			(4,755	)	—
Add: Performance-based awards granted	18,246				$	41.54
Total		$	15,191		17,062
Add: Market-based awards granted	165,689				$	41.54
Less: Vested and Distributed	171,292				$	43.08
Less: Forfeited	2,745				$	41.56
Non-vested at September 30, 2011	574,596		$	20,300

The ~~valuation~~weighted-average ~~allowance~~grant isprice ~~due~~for torestricted ~~interest~~stock ~~expense~~granted ~~that~~during isthe ~~subject~~nine tomonths ~~limitations under~~ended ~~Section~~September ~~163(j)~~30, of2011 ~~the Code and represents 100% of the disallowed interest expense included in the deferred tax assets. It~~ was ~~determined to be more likely than not that it will not be realized~~$41.81. The ~~Other~~total ~~deferred~~intrinsic ~~tax~~value ~~assets~~of ~~and~~restricted ~~deferred~~stock ~~tax liabilities~~vested ~~relate~~during ~~primarily to differences in~~ the ~~timing~~nine ofmonths ~~the~~ended ~~recognition of income (loss) between U.S. generally accepted accounting principles (“U.S. GAAP”) and tax basis of accounting for capitalized costs under Section~~September ~~263A of the Code~~30, ~~property~~2011 ~~impairments,~~was ~~and depreciation~~$6.1 million.

~~Earnings~~As ~~and~~of ~~profits~~September 30, ~~which~~2011, ~~determine~~there ~~the~~was ~~taxability~~$16.3 million of ~~dividends~~unrecognized compensation cost related to ~~stockholders~~ non-vested restricted stock granted under the Parent Company's Long-Term Omnibus Plan. When recognized, ~~differs~~this ~~from~~compensation ~~net~~results ~~income~~in ~~reported~~additional ~~for~~paid ~~financial~~in ~~reporting~~capital ~~purposes~~in ~~primarily~~the ~~because~~accompanying Consolidated Statements of ~~differences~~Equity and Comprehensive Income (Loss) of the Parent Company and in ~~depreciable~~general ~~lives~~partner preferred and ~~cost~~common ~~bases~~units in the accompanying Consolidated Statements of Capital and Comprehensive Income (Loss) of the ~~shopping~~Operating ~~centers~~Partnership. This unrecognized compensation cost is expected to be recognized over the next three years, asthrough ~~well~~2014. asThe ~~other~~Company ~~timing~~ issues new restricted stock from its authorized shares available at the date of grant.

179. Non-Qualified Deferred Compensation Plan

~~Table~~The Company maintains a non-qualified deferred compensation plan (“NQDCP”). This plan allows select employees and directors to defer part or all of ~~Contents~~their salary, cash bonus, and restricted stock awards. Restricted stock awards that are designated to be deferred into the NQDCP upon vesting are classified as liabilities from the grant date through the vesting date. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust. Effective June 20, 2011, the Company amended its NQDCP such that participant account balances held in the Regency common stock fund, including future deferrals of Regency common stock, must remain allocated to the Regency common stock fund and may only be distributed to the participant in the form of Regency common stock upon termination from the plan. Additionally, participant account balances allocated to various diversified mutual funds are prohibited from being allocated into the Regency common stock fund.

~~Regency~~The ~~Centers,~~Company Laccounts for the NQDCP in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 710 and the restricted stock awards under Topic 718.P The assets in the Rabbi trust remain subject to the claims of creditors of the Company and are not the property of the participant. The NQDCP allows participants to allocate their account balance among various investments, including several mutual funds and the Company's common stock. The assets of the Rabbi trust, exclusive of the shares of the Company's common stock, are classified as trading securities on the accompanying Consolidated Balance Sheets, and

~~Notes to Consolidated Financial Statements~~ 17

~~September~~Table ~~30, 2009~~of Contents

~~differences.~~REGENCY ~~See~~CENTERS ~~Note~~CORPORATION 7AND ~~for~~REGENCY ~~further~~CENTERS, ~~discussion~~L. P.

~~Tax~~Notes positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Partnership believes that it has appropriate support for the income tax positions taken and to beConsolidated ~~taken~~Financial on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (after 2008 for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter. Statements

~~(i)~~September ~~Earnings~~30, ~~per Unit and Treasury Stock~~2011

Basic earnings per unit is computed based upon the weighted average number of common units outstanding during the period. Diluted earnings per unit reflects the conversion of obligations and the assumed exercises of securities including the effects of units issuable under Regency’s share-based payment arrangements, if dilutive. Dividends paid on Regency’s share-based payment transactions are not participating securities as they are forfeitable. See Note 13 for the calculation of earnings per unit (~~“EPU”~~unaudited).

~~Repurchases~~accordingly, realized and unrealized gains and losses are recognized within income from deferred compensation plan in the accompanying Consolidated Statements of ~~Regency’~~Operations. Investments in shares of the Company's common stock are ~~recorded~~included, at cost, ~~and are reflected~~ as treasury stock in ~~Regency’s~~the accompanying Consolidated ~~Statement~~Balance Sheets of ~~Equity~~the ~~and~~Parent ~~Comprehensive~~Company ~~Income~~and ~~(Loss)~~as ~~and~~a ~~recorded~~reduction inof general partner ~~preferred~~capital ~~and~~in ~~common~~the ~~units~~accompanying inConsolidated Balance Sheets of the Operating Partnership’s. The ~~accompanying~~participants' ~~Consolidated~~deferred ~~Statement~~compensation liability, exclusive of ~~Changes~~the shares of the Company's common stock after the June 20, 2011 amendment, is included within accounts payable and other liabilities in ~~Capital~~the accompanying Consolidated Balance Sheets and ~~Comprehensive~~ ~~Income~~was ~~(Loss)~~$20.2 ~~Regency’s~~million ~~outstanding~~and ~~shares~~$35.0 domillion ~~not~~at ~~include~~September 30, ~~treasury~~2011 ~~shares~~and December 31, 2010, respectively. Increases ~~Concurrent~~or ~~with~~decreases ~~treasury~~in ~~stock~~the ~~repurchases~~deferred bycompensation ~~Regency~~liability, exclusive of amounts attributable to participant investments in the ~~Partnership~~shares ~~repurchases~~of the ~~same~~Company's ~~amount~~common ofstock, are recorded as general ~~partnership~~and ~~units~~administrative ~~from~~expense ~~Regency~~within the accompanying Consolidated Statements of Operations. Changes in participant account balances related to the Regency common stock fund are recorded directly within stockholders' equity rather than general and administrative expense.

~~(j) Stock-Based Compensation~~18

~~Regency~~Table ~~grants stock-based compensation to its employees and directors. When Regency issues common shares as compensation, it receives a like number~~ of common units from the Partnership. Regency is committed to contribute to the Partnership all proceeds from the exercise of stock options or other share-based awards granted under Regency’s Long-Term Omnibus Plan (the “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. Contents

~~The~~REGENCY ~~Partnership~~CENTERS ~~recognizes~~CORPORATION ~~stock-based~~AND ~~compensation~~REGENCY ~~based~~CENTERS, ~~on the grant-date fair value of the award and the cost of the stock-based compensation is expensed over the vesting period~~L. ~~See Note 12 for further discussion~~P.

~~(k)~~Notes ~~Segment~~to ~~Reporting~~Consolidated Financial Statements

~~The Partnership’s~~September ~~business~~30, 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 2011

18 (unaudited)

~~Table~~10. Earnings ofper ~~Contents~~Share and Unit

~~Regency~~Parent ~~Centers,~~Company ~~L.P.~~Earnings per Share

~~Notes~~The tofollowing ~~Consolidated~~summarizes ~~Financial~~the ~~Statements~~calculation of basic and diluted earnings per share for the periods ended September 30, 2011 and 2010, respectively (in thousands except per share data):

September 30, 2009



		Three months ended			Nine months ended
		2011	2010		2011	2010
Numerator:
Income from continuing operations	$	12,362	13,399	$	39,077	37,494
Discontinued operations		2,179	474		2,531	7,523
Net income		14,541	13,873		41,608	45,017
Less: Preferred stock dividends		4,919	4,919		14,756	14,756
Less: Noncontrolling interests		1,112	1,060		3,296	3,220
Net income attributable to common stockholders		8,510	7,894		23,556	27,041
Less: Dividends paid on unvested restricted stock		187	158		560	474
Net income attributable to common stockholders - basic		8,323	7,736		22,996	26,567
Add: Dividends paid on Treasury Method restricted stock		5	—		33	—
Net income for common stockholders - diluted	$	8,328	7,736	$	23,029	26,567
Denominator:
Weighted average common shares outstanding for basic EPS		89,506	81,167		87,245	81,017
Incremental shares to be issued under unvested restricted stock		11	—		24	—
Incremental shares under Forward Equity Offering		—	1,410		565	1,340
Weighted average common shares outstanding for diluted EPS		89,517	82,577		87,834	82,357
Income per common share – basic
Continuing operations	$	0.07	0.09	$	0.23	0.24
Discontinued operations		0.02	0.01		0.03	0.09
Net income attributable to common stockholders	$	0.09	0.10	$	0.26	0.33
Income per common share – diluted
Continuing operations	$	0.07	0.09	$	0.23	0.23
Discontinued operations		0.02	—		0.03	0.09
Net income attributable to common stockholders	$	0.09	0.09	$	0.26	0.32

~~developments~~Income ~~not~~(Loss) ~~meeting~~allocated ~~its~~to ~~long-term~~noncontrolling ~~investment~~interests ~~objectives.~~of ~~The~~the ~~proceeds~~Operating ~~from~~Partnership ~~sales~~has ~~are~~been ~~reinvested~~excluded ~~into~~from ~~higher~~the ~~quality~~numerator ~~retail~~and ~~shopping~~Exchangeable ~~centers,~~Operating ~~through~~Partnership ~~acquisitions~~units orhave ~~new~~been ~~developments,~~omitted ~~which management~~from ~~believes~~the ~~will~~denominator ~~meet~~for ~~its~~the ~~expected~~purpose ~~rate~~ of ~~return.~~computing Itdiluted isearnings ~~management’s~~per ~~intent~~share ~~that~~since ~~all~~the ~~retail~~effect ~~shopping~~of ~~centers~~including ~~will~~these beamounts ~~owned~~in orthe ~~developed~~numerator ~~for~~and ~~investment~~denominator ~~purposes;~~would ~~however,~~have ~~the~~no ~~Partnership~~impact. ~~may~~Weighted ~~decide~~average toExchangeable ~~sell~~Operating ~~all~~Partnership orunits aoutstanding ~~portion~~for ofthe ~~a development~~three ~~upon~~months ~~completion.~~ended ~~The~~September 30, ~~Partnership’s~~2011 ~~revenues~~ and ~~net~~2010 ~~income~~were ~~are~~177,164 ~~generated~~and ~~from~~189,164, ~~the~~respectively. Weighted ~~operation~~average ofExchangeable ~~its~~Operating ~~investment portfolio. The~~ Partnership ~~also~~units ~~earns~~outstanding ~~fees~~for ~~from~~the ~~third~~nine ~~parties~~months ~~for~~ended ~~services~~September 30, ~~provided~~2011 ~~to manage~~ and ~~lease~~2010 ~~retail~~were ~~shopping centers~~177,164 ~~owned~~and ~~through~~298,330, ~~joint ventures~~respectively.

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. 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 6% or more of revenue and none of the shopping centers are located outside the United States. 19

~~(l)~~Table ~~Financial Instruments with Characteristics~~ of ~~Both Liabilities and Equity~~Contents

~~The~~REGENCY ~~Partnership~~CENTERS ~~accounts~~CORPORATION ~~for~~AND ~~noncontrolling~~REGENCY ~~interests~~CENTERS, ~~in consolidated entities with specified termination dates in an amount based on the fair value in accordance with FASB ASC Topic 480~~L. ~~See Note 10 for further discussion~~P.

~~(m)~~Notes ~~Assets~~to ~~and~~Consolidated ~~Liabilities~~Financial ~~Measured at Fair Value~~Statements

~~Fair~~September ~~value is a market-based measurement~~30, not an entity-specific measurement. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Partnership uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows: 2011

~~• Level 1 - Quoted prices~~ (~~unadjusted~~unaudited) ~~in active markets for identical assets or liabilities that the Partnership has the ability to access.~~

•Operating ~~Level~~Partnership 2Earnings -per ~~Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.~~Unit

•The ~~Level~~following 3summarizes ~~- Unobservable inputs for~~ the ~~asset~~calculation orof ~~liability,~~basic ~~which~~and ~~are~~diluted ~~typically~~earnings ~~based~~per onunit for the ~~Partnership’s~~periods ~~own~~ended ~~assumptions~~September 30, as2011 ~~there~~and ~~is little~~2010, ifrespectively ~~any,~~(in ~~related~~thousands ~~market~~except ~~activity.~~per unit data):

The Partnership also remeasures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in



		Three months ended			Nine months ended
		2011	2010		2011	2010
Numerator:
Income from continuing operations	$	12,362	13,399	$	39,077	37,494
Discontinued operations		2,179	474		2,531	7,523
Net income		14,541	13,873		41,608	45,017
Less: Preferred unit distributions		5,850	5,850		17,550	17,550
Less: Noncontrolling interests		154	95		425	271
Net income attributable to common unit holders		8,537	7,928		23,633	27,196
Less: Dividends paid on unvested restricted stock		187	158		560	474
Net income attributable to common unit holders - basic		8,350	7,770		23,073	26,722
Add: Dividends paid on Treasury Method restricted stock		5	—		33	—
Net income for common unit holders - diluted	$	8,355	7,770	$	23,106	26,722
Denominator:
Weighted average common units outstanding for basic EPU		89,683	81,356		87,422	81,316
Incremental units to be issued under unvested restricted stock		11	—		24	—
Incremental units under Forward Equity Offering		—	1,410		565	1,340
Weighted average common units outstanding for diluted EPU		89,694	82,766		88,011	82,656
Income per common unit – basic
Continuing operations	$	0.07	0.09	$	0.23	0.24
Discontinued operations		0.02	0.01		0.03	0.09
Net income attributable to common unit holders	$	0.09	0.10	$	0.26	0.33
Income per common unit – diluted
Continuing operations	$	0.07	0.09	$	0.23	0.23
Discontinued operations		0.02	—		0.03	0.09
Net income attributable to common unit holders	$	0.09	0.09	$	0.26	0.32

19 20

Table of Contents

~~Regency~~REGENCY ~~Centers~~CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

September 30, ~~2009~~ 2011

~~subsequent periods. See Note 10 for all fair value measurements of assets and liabilities made on a recurring and nonrecurring basis.~~ (unaudited)

~~(n)~~11. Commitments ~~Recent~~and ~~Accounting Pronouncements~~Contingencies

InThe ~~June~~Company ~~2009,~~is ~~the~~involved ~~FASB~~in ~~issued~~litigation ~~SFAS~~on ~~No. 167~~a ~~“Amendments~~number toof ~~FASB~~matters ~~Interpretation~~and ~~No. 46(R)”~~is ~~(“Statement~~subject ~~167”).~~to ~~Statement~~certain ~~167~~claims ~~changes~~which ~~how~~arise ain ~~reporting~~the ~~entity~~normal ~~determines~~course ~~when~~of anbusiness, ~~entity~~none ~~that~~of iswhich, ~~insufficiently capitalized~~in orthe opinion of management, is ~~not~~expected ~~controlled~~to ~~through~~have ~~voting~~a ~~(or~~material ~~similar~~adverse ~~rights)~~effect ~~should~~on bethe Company's consolidated. ~~The~~financial ~~determination~~position, results of ~~whether~~operations, aor ~~reporting~~liquidity. ~~entity~~The Company is ~~required~~also subject to ~~consolidate~~numerous ~~another~~environmental ~~entity~~laws isand ~~based~~regulations onas they apply to real estate pertaining to chemicals used by the dry cleaning industry, ~~among~~the ~~other~~existence ~~things~~of asbestos in older shopping centers, and underground petroleum storage tanks. The Company estimates the ~~other~~cost ~~entity’s~~associated ~~purpose~~ with remediating all of its environmental obligations at September 30, 2011 and ~~design~~December 31, 2010 to be $2.8 million and $2.9 million, respectively, all of which has been accrued in accounts payable and other liabilities on the ~~reporting~~accompanying ~~entity’s~~Consolidated ~~ability~~Balance toSheets. ~~direct~~The Company believes that the ~~activities~~ultimate disposition of ~~the~~currently ~~other~~known ~~entity~~environmental matters will not have a material effect on its financial position, liquidity, or operations; however, it can give no assurance that ~~most~~existing ~~significantly~~environmental ~~impact~~studies with respect to the ~~other~~shopping ~~entity’s~~centers ~~economic~~have ~~performance.~~revealed ~~Statement~~all ~~167~~potential ~~will~~environmental beliabilities; ~~effective~~that ~~January 1~~any previous owner, ~~2010~~occupant ~~and~~or ~~early~~tenant ~~application is~~did not ~~permitted.~~create ~~The~~any ~~Partnership~~material isenvironmental ~~currently~~condition ~~evaluating~~not known to it; that the ~~impact~~current environmental condition of ~~adopting~~the ~~this~~shopping ~~Statement.~~centers ~~Statement~~will ~~167~~not ~~was~~be ~~issued~~affected ~~prior~~by totenants and occupants, by the ~~adoption~~condition of ~~FASB~~nearby ~~ASC~~properties, ~~Topic~~or ~~105~~by unrelated third parties; or that changes in applicable environmental laws and ~~accordingly~~regulations ~~has~~or atheir ~~pre-codification~~interpretation ~~reference.~~will not result in additional environmental liability to the Company.

InThe ~~June~~Company ~~2009,~~has the ~~FASB~~right ~~issued~~to ~~SFAS~~issue ~~No. 168~~letters ~~“The~~of ~~FASB~~credit ~~Accounting~~under ~~Standards Codification and~~ the ~~Hierarchy~~Line ofup ~~Generally~~to ~~Accepted Accounting~~an ~~Principles—A~~amount ~~Replacement~~not ofto ~~FASB~~exceed ~~Statement No~~$60. ~~162”~~0 ~~(“FASB~~million ~~ASC~~which ~~Topic~~reduces ~~105”).~~the ~~FASB~~credit ~~ASC~~availability ~~Topic~~under ~~105 establishes~~ the ~~FASB~~Line. ~~Accounting~~The ~~Standards~~Company ~~Codification~~also ~~(“Codification”)~~has asstand ~~the~~alone ~~single~~letters ~~source~~ of ~~authoritative~~ ~~U.S.~~credit ~~GAAP~~with ~~recognized~~other bybanks. ~~the~~These ~~FASB~~letters toof becredit ~~applied~~are byprimarily ~~nongovernmental~~issued ~~entities.~~as ~~FASB~~collateral ~~ASC~~to ~~Topic~~facilitate ~~105 and~~ the ~~Codification~~construction ~~are~~of ~~effective~~development ~~for~~projects. As ~~financial~~of ~~statements~~September 30, ~~issued~~2011 ~~for interim~~ and ~~annual~~December 31, ~~periods~~2010, ~~ending~~the ~~after~~Company ~~September 15,~~had ~~2009~~$3.9 ~~The Partnership~~million ~~adopted~~and ~~this~~$5.3 ~~Statement~~million onletters ~~September 30~~of credit outstanding, ~~2009~~respectively.

~~(o)~~12. Subsequent ~~Reclassifications~~Events

~~Certain reclassifications~~Pursuant to FASB ASC Topic 855, Subsequent Events, we have ~~been~~evaluated ~~made~~subsequent toevents and transactions that occurred after the ~~2008~~September ~~amounts~~30, to2011 ~~conform~~unaudited toconsolidated ~~classifications~~balance ~~adopted~~sheet date for potential recognition or disclosure in ~~2009.~~our consolidated financial statements.

2.On ~~Real~~October ~~Estate~~5, ~~Investments~~2011, the Company sold the office building portion of the Paseo Del Sol operating property, for proceeds of approximately $4.8 million.

~~During 2009,~~On ~~the~~October ~~Partnership~~19, ~~did not have any acquisition activity~~2011, ~~other than through~~ the ~~distribution-in-kind~~Company ofassigned ~~properties from~~ its ~~co-investment~~50%ownership ~~partnerships~~

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