UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

~~PURSUANT~~EXCHANGE TOACT ~~SECTION~~OF ~~13 OR 15(d)~~ 1934

OF FOR THE ~~SECURITIES~~QUARTERLY ~~AND~~PERIOD ~~EXCHANGE~~ENDED ~~ACT~~JUNE OF30, ~~1934~~2005

~~For~~OR ~~the quarterly period ended September 30, 2003~~

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: 001-13243

PAN PACIFIC RETAIL PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		33-0752457
(State of Incorporation)		(I.R.S. Employer Identification No.)
1631-B South Melrose Drive, Vista, California		92081
1631-B South Melrose Drive, Vista, California (Address of Principal Executive Offices)		92081 (zip code)
(Address of Principal Executive Offices)		(zip code)

Registrant’s telephone number, including area code: (760) 727-1002

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨.

As of ~~November 10~~July 26, ~~2003~~2005, the number of shares of the registrant’s common stock outstanding was 40,~~288~~699,~~507~~986.

PART I – —FINANCIAL INFORMATION

ITEM 1. – FINANCIAL STATEMENTS

PAN PACIFIC RETAIL PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	September 30, 2003			December 31, 2002
ASSETS:	June 30, 2005			December 31, 2004
	(unaudited)
ASSETS:
Properties, at cost:
Land	$	~~511~~559,~~616~~578		$	~~371~~549,~~427~~722
Buildings and improvements		1,~~375~~512,~~711~~623			1,~~018~~482,~~837~~118
Tenant improvements		4664,~~569~~423			4060,~~826~~472
		1,933,896			1,431,090
		2,136,624			2,092,312
Less accumulated depreciation and amortization		(~~151~~220,~~367~~332	)		(~~125~~200,~~057~~181	)
		1,782,529			1,306,033
		1,916,292			1,892,131
Investments in unconsolidated entities		3,232			9,050
Investment in unconsolidated entity		1,442			1,387
Cash and cash equivalents		95,~~691~~817			12,~~284~~411
Accounts receivable (net of allowance for doubtful accounts of $3,752 and $1,879, respectively)		13,472			10,142
Accounts receivable (net of allowance for doubtful accounts of$2,388 and $3,892, respectively)		7,106			11,853
Accrued rent receivable (net of allowance for doubtful accounts of $2,583 and $2,130, respectively)		21,737			19,167
Accrued rent receivable (net of allowance for doubtful accounts of$3,561 and $3,306, respectively)		27,180			25,936
Notes receivable		177,~~964~~383			157,~~891~~511
Deferred lease commissions (including unamortized related party amounts of $6,836 and $5,189, respectively, and net of accumulated amortization of $5,058 and $4,087 respectively)		10,115			7,398
Deferred lease commissions (net of accumulated amortization of $9,269and $7,808, respectively)		15,162			14,188
Prepaid expenses		18,~~449~~624			1019,~~397~~835
Other assets		222,~~608~~440			4420,~~878~~192
	$	12,~~879~~021,~~797~~446		$	1,~~424~~995,~~240~~444
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Notes payable	$	~~346~~359,~~526~~266		$	~~239~~343,~~541~~736
Line of credit payable		62121,~~000~~900			66113,000
Senior notes		~~503~~554,~~653~~375			~~428~~554,~~677~~290
Accounts payable, accrued expenses and other liabilities		4936,~~484~~615			2539,~~583~~205
		961,663			759,801
		1,072,156			1,050,231
Minority interests		3229,~~295~~493			1530,~~804~~079
Commitments and contingencies
Stockholders’ equity:
Preferred stock par value $.01 per share, 30,000,000 authorized shares, no shares issued and outstanding at September 30, 2003 and December 31, 2002, Respectively		—			—
Preferred stock par value $.01 per share, 30,000,000 authorized shares, no sharesissued and outstanding at June 30, 2005 and December 31, 2004, respectively		—			—
Common stock par value $.01 per share, 100,000,000 authorized shares, 40,287,657 and 33,584,186 shares issued and outstanding, net of 1,190,999 and 1,187,999 treasury shares, at September 30, 2003 and December 31, 2002, respectively		403			336
Common stock par value $.01 per share, 100,000,000 authorized shares,40,699,152 and 40,530,415 shares issued and outstanding, net of 1,190,999treasury shares, at June 30, 2005 and December 31, 2004, respectively		407			405
Paid in capital in excess of par value		952,889			731,069
Additional paid in capital		967,091			959,925
Deferred compensation		(910,~~576~~029	)		(47,~~345~~093	)
Accumulated deficit		(5737,~~877~~672	)		(7838,~~425~~103	)
		885,839			648,635
		919,797			915,134
	$	12,~~879~~021,~~797~~446		$	1,~~424~~995,~~240~~444

See accompanying notes to consolidated financial statements.

PAN PACIFIC RETAIL PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share data)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the ThreeMonths Ended June 30,						For the Six MonthsEnded June 30,
	2003			2002			2003			2002
	2005			2004			2005			2004
	(unaudited)						(unaudited)
REVENUE:
Base rent	$	5259,~~047~~217		$	3753,~~281~~989		$	~~151~~117,~~884~~405		$	~~108~~106,~~644~~874
Percentage rent		~~960~~384			~~458~~747			1,~~939~~264			1,~~206~~551
Recoveries from tenants		1314,~~680~~857			913,~~049~~906			3930,~~232~~652			2627,~~193~~372
Income from unconsolidated entities		6088			34103			~~178~~242			~~123~~272
Other		1,~~371~~840			1,~~644~~575			3,~~564~~153			43,~~858~~046
		68,118			48,466			196,797			141,024
		76,386			70,320			152,716			139,115
EXPENSES:
Property operating		910,~~611~~119			69,~~055~~397			2820,~~453~~563			1718,~~436~~994
Property taxes		56,~~654~~182			35,~~680~~885			1612,~~567~~659			11,~~017~~534
Depreciation and amortization		1013,~~321~~910			710,~~690~~873			2927,~~665~~755			2221,~~522~~733
Interest		1417,~~996~~088			1115,~~913~~139			4333,~~517~~720			3430,~~194~~389
General and administrative		23,~~243~~850			23,~~405~~453			107,~~438~~918			76,~~653~~759
Other		~~134~~247			442,332			~~547~~499			~~478~~2,792
		42,959			31,787			129,187			93,300
		51,396			47,079			103,114			92,201
INCOME FROM CONTINUING OPERATIONS BEFORE MINORITY INTERESTS AND DISCONTINUED OPERATIONS		25,159			16,679			67,610			47,724
INCOME FROM CONTINUING OPERATIONS BEFOREMINORITY INTERESTS AND DISCONTINUEDOPERATIONS		24,990			23,241			49,602			46,914
Minority interests		(~~634~~570	)		(~~359~~651	)		(1,~~754~~188	)		(1,~~085~~282	)
INCOME FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS		24,525			16,320			65,856			46,639
INCOME FROM CONTINUING OPERATIONS BEFOREDISCONTINUED OPERATIONS		24,420			22,590			48,414			45,632
Discontinued operations		—			~~4,133~~512			~~12,466~~—			71,~~190~~207
NET INCOME	$	24,~~525~~420		$	2023,~~453~~102		$	7848,~~322~~414		$	5346,~~829~~839
Basic earnings per share:
Income from continuing operations	$	0.6160		$	0.4956		$	1.6820		$	1.4014
Discontinued operations	$	—		$	0.1202		$	~~0.31~~—		$	0.2103
Net income	$	0.6160		$	0.6158		$	1.9920		$	1.6117
Diluted earnings per share:
Income from continuing operations	$	0.6160		$	0.4856		$	1.6619		$	1.3913
Discontinued operations	$	—		$	0.1201		$	~~0.30~~—		$	0.2103
Net income	$	0.6160		$	0.6057		$	1.9619		$	1.6016

See accompanying notes to consolidated financial statements.

PAN PACIFIC RETAIL PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the Nine MonthsEnded September 30,
	For the Six MonthsEnded June 30,
	2003			2002
	2005			2004
	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7848,~~322~~414		$	5346,~~829~~839
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2927,~~665~~755			2321,~~151~~733
Bad debt expense		~~2,741~~434			1,~~236~~043
Amortization of prepaid financing costs		981			784
Amortization of prepaid financing costs, premiums and discounts		547			689
Income from unconsolidated entities		(~~178~~242	)		(~~123~~273	)
Discontinued operations		~~(12,466~~—	)		(71,~~190~~207	)
Minority interests		1,~~754~~188			1,~~085~~282
Vesting of restricted stock		1,~~409~~491			~~907~~2,221
Changes in assets and liabilities, net of the effects of the acquisition of Center Trust in 2003:
Increase due to accrued interest added to notes receivable		(297	)		(299	)
Increase in accounts receivable		(2,902	)		(1,098	)
Changes in assets and liabilities:
Increase in accrued rent receivable		(3,073	)		(1,984	)
Decrease in accounts receivable		4,530			4,870
Increase in accrued interest on notes receivable		(974	)		(3,132	)
Increase in accrued rent receivable		(1,461	)		(1,928	)
Increase in deferred lease commissions		(42,~~192~~801	)		(23,~~129~~196	)
Decrease in prepaid expenses		~~3,184~~555			~~155~~239
Decrease (increase) in other assets		1,992			(273	)
Increase in other assets		(132	)		(2,163	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		11,456			(1,123	)
Decrease in accounts payable, accrued expenses and other liabilities		(2,501	)		(4,050	)
Net cash provided by operating activities		107,719			64,095
Net cash provided by continuing operating activities		77,480			65,800
Operating cash from discontinued operations		—			1,168
Net cash provided by operating activities		77,480			66,968
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of and additions to properties		(8127,~~140~~161	)		(979,~~123~~013	)
Funds held in escrow pending property acquisition		—			(28,205	)
Funds held in escrow pending property acquisitions		—			(55,600	)
Proceeds from sale of real estate		~~182,321~~—			181,300
Distributions and equity repayments from unconsolidated entities		5,996			210
Intangibles recognized in connection with acquisition of properties		(5,367	)		—
Acquisition of Center Trust		(12,786	)		—
Distributions and equity repayments from unconsolidated entities		187			2,097
Acquisition of minority interest		(526	)		—
Redemption of operating subsidiary units		(1,472	)		(5,971	)
Redemption of operating subsidiary units		(6,633	)		(6,721	)
Collections of notes receivable		425			729
Collections of notes receivable		16,459			39,679
Net cash used in investing activities		(33,388	)		(66,458	)
Increases in notes receivable		—			(1,996	)
Net cash provided by (used in) investing activities		103,691			(75,856	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes payable proceeds		7,171			12,378
Notes payable payments		(3,052	)		(15,627	)
Notes payable payments		(234,430	)		(3,875	)
Line of credit proceeds		86,000			277,000
Line of credit proceeds		301,950			146,350
Line of credit payments		(77,100	)		(220,750	)
Line of credit payments		(305,950	)		(133,750	)
Repayment of senior notes		—			(50,000	)
Issuance of senior notes		~~74,816~~—			5449,~~701~~591
Repurchase of common shares		(112	)		(5,789	)
Stock issued on exercise of options		2,740			2,585
Issuance of common shares		8,142			18,569
Distributions paid		(49,274	)		(45,002	)
Distributions paid		(59,411	)		(48,839	)
Net cash used in financing activities		(40,686	)		(2,203	)
Net cash (used in) provided by financing activities		(207,824	)		39,745
INCREASE IN CASH AND CASH EQUIVALENTS		3,406			(1,693	)
INCREASE IN CASH AND CASH EQUIVALENTS		3,586			27,984
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		2,411			6,453
Cash from discontinued operations		4,821			4,883
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	5,817		$	4,760
NET INCREASE IN CASH AND CASH EQUIVALENTS		8,407			32,867
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		1,284			3,429
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	9,691		$	36,296

(~~Continued~~continued)

PAN PACIFIC RETAIL PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)

	For the Nine Months EndedSeptember 30,
	For the Six Months Ended June 30,
	2003		2002
	2005		2004
	(unaudited)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
SUPPLEMENTAL DISCLOSURE OF CASH FLOWINFORMATION:
Cash paid for interest (net of amounts capitalized of $3,577 and $1,341, respectively)	$	43,230	$	34,355
Cash paid for interest (net of amounts capitalized of$369 and $196, respectively)	$	34,088	$	31,822
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
SUPPLEMENTAL DISCLOSURE OF NON-CASHINVESTING AND FINANCING ACTIVITIES:
Transfer of other assets to properties	$	~~40,230~~—	$	83,~~588~~405
Notes receivable issued upon sales of properties	$	25,125	$	1,200
Note payable assumed upon acquisition of property	$	18,776	$	—
Transfer of note receivable to investment in unconsolidated partnership	$	—	$	7,595
Non-cash restricted stock issuance, net of forfeitures	$	4,428	$	2,342
Conversion of operating subsidiary units to common stock	$	1,925	$	—
Excess of cash paid over book value of operating subsidiary units redeemed	$	990	$	3,565
Stock issued in acquisition of Center Trust	$	208,346	$	—
Assumption of notes payable, bonds and line of credit in acquisition of Center Trust	$	362,257	$	—
Minority interest from acquisition of Center Trust	$	22,362	$	—
Note payable assumed upon acquisition of property	$	16,919	$	—
Exchange of note receivable for properties	$	—	$	735
Excess of cash paid over book value of operating subsidiary units redeemed	$	3,051	$	1,909
Assignment of debt on sales of properties	$	44,765	$	—

See accompanying notes to consolidated financial statements.

PAN PACIFIC RETAIL PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of ~~September~~ June 30, ~~2003~~2005 (unaudited) and December 31, ~~2002~~2004,

and for the three and ~~nine~~six months ended ~~September~~ June 30, ~~2003~~2005 and ~~2002~~2004 (unaudited)

(Tabular amounts are in thousands, except option and share data)

1. Management statement and general

~~The consolidated financial statements of~~ Pan Pacific Retail Properties, Inc. ~~and~~(together with its subsidiaries, (the “Company”) ~~were~~is ~~prepared~~an ~~from~~equity ~~the~~real ~~books~~estate ~~and records~~investment oftrust ~~the Company without audit and in the opinion of management include all adjustments~~ (~~consisting of only normal recurring accruals~~“REIT”) ~~necessary to present a fair statement of results for the interim periods presented. Certain~~ ~~reclassifications~~that ofowns, ~~2002~~leases ~~amounts~~and ~~have~~manages ~~been~~neighborhood ~~made~~and incommunity ~~order~~shopping ~~to conform to 2003 presentation~~centers. ~~Readers~~The ~~of this quarterly report should refer to the audited consolidated financial statements of the~~ Company ~~for~~believes ~~the~~it ~~year~~qualifies ~~ended December 31, 2002, which are included in the Company’s 2002 Annual Report on Form 10-K,~~ as ~~certain~~a ~~disclosures~~REIT ~~which~~under ~~would~~Sections ~~substantially~~856 ~~duplicate~~through ~~those~~860 ~~contained~~of in the ~~audited~~Internal ~~consolidated~~Revenue ~~financial statements have been omitted from this report~~Code.

The consolidated financial statements of the Company were prepared from the books and records of the Company without audit and in the opinion of management include all adjustments consisting of primarily normal recurring accruals necessary to present a fair statement of results for the interim periods presented. Certain reclassifications of 2004 amounts have been made in order to conform to the 2005 presentation. Readers of this quarterly report should refer to the audited consolidated financial statements of the Company for the year ended December 31, 2004, which are included in the Company’s 2004 Annual Report on Form 10-K, as certain disclosures which would substantially duplicate those contained in the audited consolidated financial statements have been omitted from this report.

The Company consolidates each entity it controls. Control is determined, where applicable, by the sufficiency of equity invested and the rights of the equity holders, and by the ownership of a majority of the voting interests, with consideration given to the existence of approval or veto rights granted to the minority shareholder. If the minority shareholder holds substantive participation rights, it overcomes the presumption of control by the majority voting interest holder. In contrast, if the minority shareholder simply holds protective rights (such as consent rights over certain actions), it does not overcome the presumption of control by the majority voting interest holder. With respect to the partnerships and limited liability companies, the Company determines control through a consideration of each parties’ financial interests in profits and losses and the ability to participate in major decisions such as the acquisition, sale or refinancing of principal assets.

InAs ~~accordance~~a ~~with~~result of the disclosure requirements of the Financial Accounting Standards Board’s SFAS No. 148 ~~144, Accounting for the Impairment or Disposal of Long-Lived Assets~~ (SFAS ~~No. 144~~148), ~~our~~Accounting ~~consolidated statements of income and consolidated statements of cash flows have been revised from those originally reported~~ for ~~the~~Stock-Based Compensation—Transition ~~three~~ and ~~nine months ended September 30~~Disclosure, ~~2002~~the tofollowing ~~separately~~table ~~reflect~~shows the ~~results~~ ofCompany’s ~~discontinued~~pro ~~operations~~forma ~~for~~net ~~properties~~income ~~that were sold after January 1, 2002. The revision~~ had nothe ~~impact~~Company ondetermined ~~our~~compensation ~~consolidated~~cost ~~balance~~based ~~sheets or~~ on ~~net~~the ~~income~~fair orvalue ~~net~~at ~~income~~the ~~per~~grant ~~share~~date offor ~~common~~its stock ~~for~~options ~~the~~under ~~three~~SFAS ~~and nine months ended~~No. 123, ~~September~~Accounting ~~30,~~for ~~2002.~~Stock-Based ~~See~~Compensation: ~~Note 8 to the consolidated financial statements.~~

As a result of the disclosure requirements of the Financial Accounting Standards Board’s SFAS No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure, the following table shows the Company’s pro forma net income had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, Accounting for Stock-Based Compensation:


	For the three months ended June 30,						For the six months ended June 30,
	2005			2004			2005			2004
Net income as reported	$	24,420		$	23,102		$	48,414		$	46,839
Add: Stock-based compensation expense included in reported net income	$	638		$	1,298		$	1,491		$	2,221
Deduct: Total fair value stock-based compensation expense for all awards	$	(638	)	$	(1,355	)	$	(1,545	)	$	(2,390	)

Pro forma net income	$	24,420		$	23,045		$	48,360		$	46,670

Basic earnings per share as reported	$	0.60		$	0.58		$	1.20		$	1.17
Pro forma basic earnings per share	$	0.60		$	0.57		$	1.20		$	1.16
Diluted earnings per share as reported	$	0.60		$	0.57		$	1.19		$	1.16
Pro forma diluted earnings per share	$	0.60		$	0.57		$	1.19		$	1.16

	For the three months ended September 30,						For the nine months ended September 30,
	2003			2002			2003			2002
Net income as reported	$	24,525		$	20,453		$	78,322		$	53,829
Add: Stock-based compensation expense included in reported net income	$	678		$	327		$	1,409		$	907
Deduct: Total fair value stock-based compensation expense for all awards	$	(811	)	$	(465	)	$	(1,807	)	$	(1,297	)
Pro forma net income	$	24,392		$	20,315		$	77,924		$	53,439
Basic earnings per share as reported	$	0.61		$	0.61		$	1.99		$	1.61
Pro forma basic earnings per share	$	0.61		$	0.61		$	1.98		$	1.60
Diluted earnings per share as reported	$	0.61		$	0.60		$	1.96		$	1.60
Pro forma diluted earnings per share	$	0.60		$	0.60		$	1.95		$	1.59

Pro forma net income reflects options granted since adoption of the 1997 Plan and the 2000 Plan. The last grant of stock options occurred in 2002. The vesting of pro forma compensation expense related to all options ended effective March 31, 2005. Therefore, the disclosure of pro forma net income for the three months ended June 30, 2005 does not reflect any option-related compensation expense. All future quarters will also not reflect any option-related compensation expense under the SFAS 148 pro forma disclosure requirements unless additional stock options are granted. SFAS No. 123R is effective for the fiscal periods beginning after January 1, 2006. The adoption of this Statement will not have a material effect on the financial position or results reported by the Company.

Pro forma net income reflects options granted since adoption of the 1997 Plan and the 2000 Plan.

PAN PACIFIC RETAIL PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of ~~September~~ June 30, ~~2003~~2005 (unaudited) and December 31, ~~2002~~2004,

and for the three and ~~nine~~six months ended ~~September~~ June 30, ~~2003~~2005 and ~~2002~~2004 (unaudited)

(Tabular amounts are in thousands, except option and share data)

2. ~~Acquisition~~Stock plans

OnIn January 172005, ~~2003,~~ the Company ~~acquired~~granted ~~100%~~75,000 ~~of the outstanding common~~ shares of ~~Center~~restricted ~~Trust,~~stock ~~Inc.~~to ~~(“Center~~certain ~~Trust”),~~officers apursuant ~~real~~to ~~estate~~the ~~investment trust~~2000 ~~which~~Stock ~~owned~~Incentive ~~neighborhood~~Plan ~~and~~of ~~community~~Pan ~~shopping~~Pacific ~~centers~~Retail Properties, atInc. a(2000 ~~cost of approximately $600,000,000~~Plan). The ~~transaction~~restricted ~~was a stock for stock exchange including assumption of debt whereby Center Trust common~~ shares ~~and~~vest ~~units~~based ~~were~~on ~~exchanged~~performance ~~into newly issued Company common shares~~ and ~~units,~~are ~~based~~accounted ~~upon~~for ain ~~price~~accordance ofwith ~~$34.24~~APB ~~per~~25 ~~share/unit issued~~ and arelated 0Interpretations.~~218~~ ~~exchange ratio. As a result~~Additionally, the Company ~~issued~~granted 68,~~084,499~~000 ~~common~~ shares ~~and~~of ~~284~~restricted stock,~~263~~ ~~operating~~which ~~subsidiary~~vest ~~units~~over ~~to Center Trust’s equity~~three ~~holders.~~years ~~The~~from ~~Company accounted for this transaction using~~ the ~~purchase~~date ~~method~~ of ~~accounting; accordingly~~grant, ~~the~~to ~~results~~four ofindependent ~~Center~~directors ~~Trust’s~~of ~~operations have been included in~~ the ~~Company’s~~Board ~~consolidated~~and ~~financial~~2,000 ~~statements~~shares ~~since~~of ~~January~~restricted 17stock, ~~2003.~~ ~~There~~which ~~was~~vest noover ~~goodwill~~two ~~recorded~~years asfrom ~~part~~the date of ~~this~~grant, ~~acquisition.~~to ~~The~~one ~~difference~~independent ~~between~~director of the ~~purchase~~Board ~~price~~pursuant ofto the ~~acquisition~~2000 ~~and~~Plan. ~~the~~As ~~fair~~a ~~value~~result of ~~the~~these January ~~land~~2005 ~~and~~grants, ~~buildings and improvements on~~ an asadditional if$4,874,000 ~~vacant basis building~~ was ~~not~~added ato ~~significant amount~~deferred compensation.

InDuring ~~connection with~~ the ~~acquisition~~second quarter of ~~Center Trust~~2005, ~~the~~ ~~Company~~deferred ~~has~~compensation awas ~~96%~~reduced ~~general~~by ~~partner~~$405,000 ~~interest~~as ina anresult ~~operating~~of ~~partnership which is consolidated in~~ the ~~Company’s~~forfeiture ~~financial~~of ~~statements. CT Operating Partnership~~11,380 ~~L.P. issued units currently convertible into 253,598~~ shares of ~~Company~~restricted ~~common~~ stock ~~or cash, at the Company’s option~~. Distributions are being made to the limited partners at a rate equal to the distribution being paid by the Company on a share of common stock. Net income is allocated to the limited partners in an amount equal to the cumulative distributions earned by such partners. All remaining net income and all loss is allocated to the Company as general partner.

~~The~~During ~~following~~the ~~table~~first ~~summarizes~~quarter ~~the~~of ~~estimated~~2005, ~~fair~~deferred ~~values~~compensation ofwas ~~the~~reduced ~~assets~~by ~~acquired~~$41,000 ~~and~~as ~~liabilities~~a ~~assumed~~result atof the ~~date~~forfeiture of ~~acquisition~~834 shares of restricted stock.

	January 17, 2003
Properties	$	589,407
Accounts and notes receivable		3,521
Prepaid expenses and other assets		12,551
	$	605,479
Notes payable	$	362,257
Accounts payable, accrued expenses and other liabilities		12,514
		374,771
Minority interests		22,362
Stockholders’ equity		208,346
	$	605,479

In February 2004, the Company granted 46,250 shares of restricted stock and awarded 1,000 shares of stock under the 2000 Plan. As a result, an additional $2,342,000 was added to deferred compensation.

For the three and six months ended June 30, 2005, $638,000 and $1,491,000, respectively, was recognized as compensation expense in general and administrative expense. For the three and six months ended June 30, 2004, $1,298,000 and $2,218,000, respectively, was recognized in general and administrative expense.

3. Earnings per share

The following is a reconciliation of the numerator and denominator for the calculation of basic and diluted earnings per share for the three and six months ended June 30, 2005 and 2004:


	For the three months ended June 30,				For the six months ended June 30,
	2005		2004		2005		2004
Income available to common stockholders:

Basic	$	24,420	$	23,102	$	48,414	$	46,839
Add-back income allocated to dilutive operating subsidiary units		371		328		678		805

Diluted	$	24,791	$	23,430	$	49,092	$	47,644

Weighted average shares:

Basic		40,411,211		40,153,256		40,384,731		40,106,985
Incremental shares from assumed:
Exercise of dilutive stock options and vesting of restricted stock		135,447		197,136		133,765		211,230
Conversion of dilutive operating subsidiary units		670,782		619,755		619,755		773,117

Diluted		41,217,440		40,970,147		41,138,251		41,091,332

PAN PACIFIC RETAIL PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of ~~September~~ June 30, ~~2003~~2005 (unaudited) and December 31, ~~2002~~2004,

and for the three and ~~nine~~six months ended ~~September~~ June 30, ~~2003~~2005 and ~~2002~~2004 (unaudited)

(Tabular amounts are in thousands, except option and share data)

23. ~~Acquisition~~Earnings per share (continued)

~~Unaudited~~For ~~pro~~the ~~forma~~three ~~revenue~~months ~~and~~ended ~~expense~~June 30, ~~information~~2005, ~~for~~all ~~the~~stock ~~three~~options, both vested and ~~nine~~unvested, ~~months~~and ~~ended~~operating ~~September~~subsidiary ~~30,~~units ~~2003~~were dilutive and ~~2002 reflecting~~included in the ~~acquisition~~calculation of ~~Center~~diluted ~~Trust~~weighted-average isshares. ~~presented~~For in the ~~following~~six ~~table.~~months ~~The~~ended ~~amounts~~June 30, ~~included~~2005, ~~assume~~61,524 ~~that~~operating ~~the~~subsidiary ~~acquisition~~units ~~had~~were ~~taken~~excluded ~~place~~from at the ~~beginning~~calculation of ~~each~~diluted ~~period~~weighted-average shares because they were anti-dilutive.

	For the three monthsended September 30,						For the nine monthsended September 30,
	2003			2002			2003			2002
	(Pro forma)						(Pro forma)
Total revenue	$	68,118		$	63,032		$	199,244		$	182,980
Total expenses		43,130			41,117			130,741			118,973
Income from continuing operations before minority interests and discontinued operations		24,988			21,915			68,503			64,007
Minority interests		(463	)		(413	)		(1,583	)		(1,265	)
Discontinued operations		—			6,126			13,205			13,960
Net income	$	24,525		$	27,628		$	80,125		$	76,702
Basic earnings per share:
Income from continuing operations	$	0.61		$	0.54		$	1.69		$	1.59
Discontinued operations	$	—		$	0.16		$	0.33		$	0.35
Net income	$	0.61		$	0.70		$	2.02		$	1.94
Diluted earnings per share:
Income from continuing operations	$	0.61		$	0.54		$	1.67		$	1.56
Discontinued operations	$	—		$	0.15		$	0.32		$	0.35
Net income	$	0.61		$	0.69		$	1.99		$	1.91

For the three months ended June 30, 2004, 133,719 operating subsidiary units were excluded from the calculation of diluted weighted-average shares because they were anti-dilutive. For the six months ended June 30, 2004, all stock options, both vested and unvested, and operating subsidiary units were dilutive and included in the calculation of diluted weighted-average shares.

34. Operating ~~Stock~~subsidiary ~~plans~~

In ~~July~~March ~~2003~~2005, ~~the~~a ~~Company~~non-managing ~~granted 110,000 shares of restricted stock under~~member ~~the 2000 Stock Incentive Plan~~ of Pan Pacific ~~Retail Properties~~(Portland), ~~Inc.~~LLC Astendered a25,000 ~~result~~units ofin ~~the~~exchange ~~grant~~for ~~an additional~~ $41,~~631~~472,000 ~~was~~cash, ~~added~~or to$58.88 ~~deferred~~per ~~compensation~~share.

~~In March 2003, the Company granted 53,000 shares of restricted stock under the 2000 Stock Incentive Plan of Pan Pacific Retail Properties, Inc~~5. ~~and~~Discontinued ~~the 1997~~operations ~~Stock Option and Incentive Plan. As a result of the grant an additional $1,998,000 was added to deferred compensation.~~

InWe ~~April~~report ~~2002,~~each ~~the~~individual ~~Company~~property ~~granted~~as ~~213,500~~a ~~stock~~component ~~options~~for ~~under~~determining ~~the~~discontinued ~~2000~~operations. ~~Stock~~There ~~Incentive~~were ~~Plan~~no ofproperty ~~Pan~~sales ~~Pacific~~during ~~Retail~~the ~~Properties~~three and six months ended June 30, ~~Inc~~2005. The ~~Company~~operations ~~also granted~~of ~~54,900~~three ~~shares~~properties ofsold ~~restricted~~during ~~stock~~2004 inwere reported ~~April~~as ~~2002~~income ~~under~~from ~~the~~discontinued ~~2000~~operations ~~Stock~~during ~~Incentive~~the ~~Plan~~three ofand ~~Pan~~six ~~Pacific~~months ~~Retail~~ended ~~Properties~~June 30, ~~Inc~~2004. ~~and~~The ~~the~~following ~~1997~~is ~~Stock~~a ~~Option~~summary ~~and~~of ~~Incentive~~our ~~Plan.~~income Asfrom adiscontinued ~~result~~operations offor the ~~grant~~three ofand ~~restricted~~six ~~stock~~months anended ~~additional $1~~June 30,~~678,000 was~~ ~~added~~2005 toand ~~deferred compensation.~~ 2004:

PAN PACIFIC RETAIL PROPERTIES, INC.


	For the three months ended June 30,					For the six months ended June 30,
	2005		2004			2005		2004
Revenue	$	—	$	711		$	—	$	1,481
Gain on sale		—		—			—		178
Property operating expenses		—		(145	)		—		(298	)
Depreciation and amortization expenses		—		(54	)		—		(154	)

Discontinued operations	$	—	$	512		$	—	$	1,207

~~NOTES~~6. TOFinancial ~~CONSOLIDATED~~instruments ~~FINANCIAL~~subject ~~STATEMENTS~~to mandatory redemption

AsThe ofCompany ~~September~~is ~~30,~~the ~~2003~~general partner ~~(unaudited)~~in ~~and~~a ~~December~~consolidated limited partnership which owns a shopping center. The limited partnership has a defined termination date of December 31, ~~2002~~2074. The limited partner is entitled to receive 25% of the liquidation proceeds after debts and creditor obligations of the partnership have been satisfied. If termination of the partnership occurred on June 30, 2005, the amount payable to the limited partner is estimated to be $3,137,000.

The Company is a general partner in a general partnership and ~~for~~a limited partnership which together own a shopping center. The general partnership has a defined termination date of April 1, 2070. The limited partnership has a defined termination date of December 31, 2069. The other general partner and the limited ~~three~~partner are entitled to receive 66% of the liquidation proceeds after debts and ~~nine~~creditor ~~months~~obligations ~~ended~~of ~~September~~the partnerships have been satisfied. If termination of the partnerships occurred on June 30, ~~2003~~2005, the amounts payable to the other general partner and ~~2002~~the ~~(unaudited)~~limited partner are estimated to be $12,121,000.

~~(Tabular~~ITEM ~~amounts~~2. ~~are~~MANAGEMENT’S inDISCUSSION ~~thousands,~~AND ~~except~~ANALYSIS ~~option~~OF ~~and~~FINANCIAL ~~share~~CONDITION ~~data)~~AND RESULTS OF OPERATIONS

4. Earnings per share

The following is a reconciliation of the numerator and denominator for the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2003 and 2002:

	For the three months ended September 30,				For the nine months ended September 30,
	2003		2002		2003		2002
Income available to common stockholders:
Basic	$	24,525	$	20,453	$	78,322	$	53,829
Add-back income allocated to dilutive operating subsidiary units		463		359		1,306		1,085
Diluted	$	24,988	$	20,812	$	79,628	$	54,914
Weighted average shares:
Basic		39,900,047		33,560,482		39,302,214		33,350,674
Incremental shares from assumed:
Exercise of dilutive stock options and vesting of restricted stock		289,666		209,606		293,877		214,528
Conversion of dilutive operating subsidiary units		906,466		802,073		965,414		809,330
Diluted		41,096,179		34,572,161		40,561,505		34,374,532

For the three and nine months ended September 30, 2003 and 2002, all stock options, both vested and unvested, and operating subsidiary units were dilutive and included in the calculation of diluted weighted-average shares.

5. Operating subsidiary

In September 2003, a non-managing member of Pan Pacific (Portland), LLC tendered 100,000 units in exchange for $4,213,000 cash, or $42.13 per share.

In August 2003, two non-managing members of Pan Pacific (Portland), LLC tendered 31,590 units in exchange for $1,327,000 cash, or $41.99 per share.

In February 2003, a non-managing member of CT Operating Partnership, L.P. tendered 30,665 units in exchange for $1,093,000 cash, or $35.64 per share.

In February 2003, a non-managing member of Pan Pacific (Portland), LLC tendered 100,000 units in exchange for 100,000 shares of the Company’s common stock.

PAN PACIFIC RETAIL PROPERTIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2003 (unaudited) and December 31, 2002,

and for the three and nine months ended September 30, 2003 and 2002 (unaudited)

(Tabular amounts are in thousands, except option and share data)

6. Line of credit

In March 2003, the Company entered into a $300,000,000 revolving credit agreement which bears interest, at the Company’s option, at either LIBOR plus 0.70% or a reference rate and expires in March 2006. At September 30, 2003, the amount drawn on this line of credit was $62,000,000 and the interest rate was 1.83%. The credit facility requires a quarterly fee of 0.20% per annum on the total aggregate commitment. The Company, at its sole option, may increase the amount of the commitment up to $400,000,000 and extend the maturity date to March 2007, assuming satisfaction of certain conditions.

7. Senior notes

In June 2003, the Company issued $75,000,000 in aggregate principal amount of 4.70% senior notes due June 2013. The Company sold these notes at 99.755% of the principal amount. The Company used the net proceeds from the offering to repay borrowings under its line of credit.

8. Discontinued operations

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144. Accordingly, we report each individual property as a component for determining discontinued operations. The operations of four non-strategic assets sold during the first quarter of 2003 and four non-strategic assets sold during the second quarter of 2003 were reported as income from discontinued operations in 2003, and their respective 2002 results of operations were reclassified to income from discontinued operations. The operations of nine properties sold during 2002 are reported as income from discontinued operations in 2002. The following is a summary of our income from discontinued operations for the three and nine months ended September 30, 2003 and 2002:

	For the three months ended September 30,					For the nine months ended September 30,
	2003		2002			2003			2002
Revenue	$	—	$	1,819		$	8,516		$	6,069
Gain on sale		—		2,823			8,054			2,823
Property operating expenses		—		(297	)		(3,945	)		(960	)
Depreciation and amortization expenses		—		(212	)		(159	)		(742	)
Discontinued operations	$	—	$	4,133		$	12,466		$	7,190

9. Related party transactions

The Company had notes receivable of $0 and $231,000 due from executive officers at September 30, 2003 and December 31, 2002, respectively. These notes bore interest at 7.00% and were due on demand. During the third quarter of 2003, two of the notes totaling $171,000 were repaid and the remaining note of $69,000 was forgiven as a component of annual compensation.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Revision of Consolidated Statements of Income and Consolidated Statements of Cash Flows

Our consolidated statements of income and consolidated statements of cash flows have been revised, pursuant to SFAS No. 144, from those originally reported for the three and ~~nine~~six months ended ~~September~~ June 30, ~~2002~~2004 to separately reflect the results of discontinued operations for properties that have since been sold. The revision had no impact on our consolidated balance sheets. The revision had no impact on net income or net income per share of common stock for the three and ~~nine~~six months ended ~~September~~ June 30, ~~2002~~ 2004. See the discussions of discontinued operations in the “Results of Operations” section below.

Cautionary Language

The discussions in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which reflect management’s current views with respect to future events and financial performance. Forward-looking statements are subject to risks and uncertainties. Factors that could cause actual results to differ materially from expectations include market valuations of our stock, financial performance and operations of our shopping centers, real estate conditions, execution of shopping center development programs, successful completion of renovations, completion of pending acquisitions, integration of completed acquisitions, changes in the availability of additional acquisitions, changes in local or national economic conditions, acts of terrorism or war and other risks detailed from time to time in reports filed with the Securities and Exchange Commission.

Critical Accounting Policies

The following discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, and the notes thereto, which have been prepared in accordance with ~~accounting~~U.S. ~~principles~~ generally accepted inaccounting ~~the United States of America~~principles. The preparation of these consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. We believe that our estimates and assumptions are reasonable for our current circumstances; however, actual results may differ from these estimates and assumptions under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require our most subjective judgments, form the basis for the accounting policies deemed to be most critical. These critical accounting policies include our estimates of useful lives in calculating depreciation expense on our shopping center properties and the ultimate recoverability, or impairment, of each shopping center asset. If actual useful lives are different from our estimates this could result in changes to the results of our operations. Future adverse changes in market conditions or poor operating results of our shopping center properties could result in losses or an inability to recover the carrying value of the properties that may not be reflected in the properties’ current carrying value, thereby possibly requiring an impairment charge in the future.

Overview

We receive income primarily from rental revenue from shopping center properties, including recoveries from tenants, offset by operating and overhead expenses. Primarily as a result of our acquisition program, ~~including~~ the ~~acquisition of Center Trust described below, the~~ financial data shows increases in total revenue and total expenses from period to period.

During the ~~nine~~ six months ended ~~September~~ June 30, ~~2003~~2005, ~~eight~~three ~~non-strategic~~shopping ~~assets were~~center ~~sold.~~properties ~~The cash proceeds~~ were ~~used~~acquired ~~toward~~and ~~the~~no ~~purchase~~non-strategic ~~of two shopping center~~ assets ~~and~~were ~~to pay down our revolving credit facility~~sold. During the ~~nine~~six months ended ~~September~~ June 30, ~~2002~~2004, ~~five~~one non-strategic ~~assets~~asset ~~were~~was sold,. ~~the~~The cash proceeds ~~of which~~ were used to ~~purchase~~pay adown ~~shopping~~our revolving ~~center~~credit ~~asset~~facility.

On November 5, 2002, we entered into an Agreement and Plan of Merger with Center Trust, Inc., a Maryland corporation. The transaction, which closed January 17, 2003, included interests in 27 shopping centers, two regional malls and two single tenant assets. The transaction was a stock for stock exchange, including assumption of $362,257,000 of debt, whereby each share of Center Trust common stock was exchanged for 0.218 newly issued shares of our common stock. As a result, we issued 6,084,499 shares of our common stock to Center Trust stockholders and as of September 30, 2003 we may issue up to 253,598 shares of our common stock to limited partners of CT Operating Partnership, L.P. upon the exchange of operating partnership units held by them. We expect that the more significant part of our growth in ~~the~~future ~~next~~years ~~year or two~~ will come from additional acquisitions of properties and rent increases from the release-~~leasing~~up and re-tenanting initiatives of the assets acquired induring ~~the~~2005 ~~Center Trust acquisition, additional acquisitions~~ and ~~the stabilization of other properties acquired during 2002~~2004.

Results of Operations

Comparison of the ~~Nine~~Six Months Ended ~~September~~ June 30, ~~2003~~2005 to the ~~Nine~~Six Months Ended ~~September~~ June 30, ~~2002~~2004

~~Total~~Revenue ~~revenue increased by $55,773,000, or 39.5%, to $196,797,000 for the nine months ended September 30, 2003, from $141,024,000 for the nine months ended September 30, 2002.~~

Rental revenue, which includes base rent and percentage rent, increased by $43,973,000, or 40.0%, to $153,823,000 for the nine months ended September 30, 2003, from $109,850,000 for the nine months ended September 30, 2002. The increase in rental revenue resulted principally from the acquisition of the Center Trust portfolio.


	For the Six Months Ended June 30,
(dollars in thousands) (unaudited)	2005			2004			Increase (Decrease)			% Increase (Decrease)
Base rent	$	117,405		$	106,874		$	10,531		9.9	%
Percentage rent		1,264			1,551			(287	)	(18.5	)%
Recoveries from tenants		30,652			27,372			3,280		12.0	%
Income from unconsolidated entities		242			272			(30	)	(11.0	)%
Other		3,153			3,046			107		3.5	%

Total revenue	$	152,716		$	139,115		$	13,601		9.8	%

Tenant recovery percentage		92.3	%		89.7	%

~~Recoveries~~The ~~from~~net ~~tenants~~increase in rental revenue, which ~~represents~~includes ~~reimbursements~~base ~~from~~rent ~~tenants for property operating expenses~~ and ~~property~~percentage ~~taxes~~rent, ~~increased~~ byresulted ~~$13,039,000,~~principally orfrom ~~49.8%, to $39,232,000 for~~ the ~~nine~~increase ~~months~~in ~~ended~~rental ~~September~~rates ~~30,~~we ~~2003,~~are ~~from~~achieving ~~$26,193,000~~through ~~for~~our ~~the~~leasing ~~nine months ended September 30~~initiatives, ~~2002. This increase resulted primarily~~ from the ~~acquisition~~continued lease-up of the ~~Center Trust~~ portfolio. ~~In addition,~~acquired ~~recoveries~~through ~~from~~our ~~tenants increased because recoverable expenses increased. Recoveries from tenants were 87.1% for the nine months ended September 30,~~ 2003 ~~compared~~acquisition of toCenter ~~92.1%~~Trust ~~for the nine months ended September 30, 2002~~Inc. ~~The~~and ~~decrease in recovery percentage compared to~~ the ~~prior year period reflects the impact of the~~ acquisition of ~~the~~three ~~Center~~shopping ~~Trust~~center ~~portfolio~~assets in ~~that~~2005 ~~Center~~and ~~Trust’s~~five ~~historical~~shopping ~~recovery~~center ~~rate~~assets ~~was lower than Pan Pacific’s recovery rate. We expect that the recovery percentage will increase over time as occupancy is increased~~ in ~~the acquired assets~~2004.

~~Other~~The ~~income~~increase ~~decreased~~in byrecoveries $1from tenants,~~294,000,~~ orwhich ~~26.6%,~~represents toreimbursements ~~$3,564,000~~from tenants for ~~the~~property ~~nine~~operating ~~months~~expenses ~~ended~~and ~~September~~property 30taxes, ~~2003,~~resulted primarily from ~~$4,858,000~~the ~~for~~acquisition of the ~~nine~~Center ~~months~~Trust ~~ended~~portfolio ~~September~~and ~~30,~~the ~~2002.~~acquisition ~~The~~of ~~decrease~~three ~~resulted~~shopping ~~principally~~center ~~from~~assets ~~a reduction~~in of2005 ~~interest~~and ~~income~~five onshopping ~~our~~center ~~Plaza~~assets ~~Escuela~~in ~~corporate~~2004. ~~note~~In ~~receivable~~addition, ~~which~~recoveries ~~was~~from ~~repaid~~tenants increased because recoverable expenses increased. The increase in recovery percentage compared to the ~~third~~prior ~~quarter~~year ofperiod ~~2002.~~reflects ~~This~~the ~~decrease~~impact ~~was~~of ~~partially~~the ~~offset~~continued bylease-up ~~interest~~and ~~income~~re-leasing ~~recorded~~of onthe ~~other~~Center ~~notes~~Trust ~~receivable~~portfolio. ~~issued~~We ~~during~~expect ~~2003~~that ~~related~~the ~~to property~~recovery ~~sales~~percentage aswill ~~well~~continue asto ~~interest~~increase onslightly ~~notes~~over ~~receivable~~time wedue to ~~assumed~~additional ~~upon~~re-leasing ~~the~~and ~~acquisition~~as ofoccupancy ~~the~~rates ~~Center~~increase ~~Trust~~for ~~portfolio~~acquired assets.

~~Property~~Expenses operating expenses increased by $11,017,000, or 63.2%, to $28,453,000 for the nine months ended September 30, 2003, from $17,436,000 for the nine months ended September 30, 2002. This increase resulted primarily from our acquisition of the Center Trust portfolio. Property taxes increased by $5,550,000, or 50.4%, to $16,567,000 for the nine months ended September 30, 2003, from $11,017,000 for the nine months ended September 30, 2002. The increase in property taxes was also primarily the result of the acquisition of the Center Trust portfolio.

Depreciation and amortization increased by $7,143,000, or 31.7%, to $29,665,000 for the nine months ended September 30, 2003, from $22,522,000 for the nine months ended September 30, 2002. This was primarily due to the acquisition of the Center Trust portfolio.


	For the Six Months Ended June 30,
(dollars in thousands) (unaudited)	2005		2004		Increase (Decrease)			% Increase (Decrease)
Property operating	$	20,563	$	18,994	$	1,569		8.3	%
Property taxes		12,659		11,534		1,125		9.8	%
Depreciation and amortization		27,755		21,733		6,022		27.7	%
Interest		33,720		30,389		3,331		11.0	%
General and administrative		7,918		6,759		1,159		17.2	%
Other		499		2,792		(2,293	)	(82.1	)%

Total expenses	$	103,114	$	92,201	$	10,913		11.8	%

~~Interest~~The ~~expense~~increase ~~increased~~in property byoperating ~~$9,323,000,~~expenses orwas ~~27.3%,~~primarily due to ~~$43,517,000 for~~ the ~~nine~~acquisition ~~months~~of ~~ended~~three ~~September~~shopping ~~30,~~center ~~2003,~~assets ~~from~~in ~~$34,194,000~~2005 ~~for~~and ~~the~~five ~~nine~~shopping ~~months ended~~center ~~September~~assets ~~30, 2002. The increase was primarily the result of the debt we assumed~~ in ~~the~~2004 ~~Center Trust acquisition~~ as well as ~~amounts~~general weincreases ~~borrowed~~in oncommon ~~our~~area ~~revolving~~costs, ~~credit~~including ~~facility~~general tobuilding ~~repay~~expenses, ~~Center~~cleaning ~~Trust’s line of credit and to pay off certain~~costs, ~~notes~~parking ~~payable.~~lot ~~The~~expenses, ~~increase~~security ~~was~~costs, ~~also~~utilities aand ~~result~~grounds ofmaintenance, ~~additional~~as ~~amounts~~well ~~drawn~~as ongreater ~~our~~insurance ~~revolving~~and ~~credit~~legal ~~facility to finance properties acquired during 2002~~costs. ~~Interest~~These ~~expense~~increases ~~also~~were ~~increased~~offset asby a ~~result~~decrease ~~of our issuance of $55,000,000,~~ in ~~aggregate~~bad ~~principal amount,~~debt ofexpense. ~~senior notes in June 2002, our issuance of $100,000,000, in aggregate principal amount, of senior notes in December 2002 and~~

~~our~~The ~~issuance~~increase ~~of $75,000,000,~~ in ~~aggregate~~property ~~principal~~taxes ~~amount,~~was ofprimarily ~~senior~~the ~~notes~~result inof ~~June~~the ~~2003.~~acquisition ~~The~~of ~~stated~~three ~~interest~~shopping ~~rates~~center ofassets ~~5.75%,~~in ~~6.125%~~2005 and ~~4.70% on the senior~~five ~~note~~shopping ~~issuances,~~center ~~respectively,~~assets ~~are~~in ~~higher than our cost to borrow funds under our revolving credit facility which were paid down with the net proceeds of the notes offerings~~2004.

~~General~~The ~~and~~increase ~~administrative~~in ~~expenses~~depreciation and ~~increased~~amortization bywas ~~$2,785,000,~~primarily ordue ~~36.4%,~~ to ~~$10,438,000 for~~ the ~~nine~~amortization ~~months~~of ~~ended September 30, 2003, from $7,653,000 for~~ the ~~nine~~value ~~months ended September 30, 2002. This increase resulted primarily from increased staffing required as a result~~ of the ~~acquisition~~leases ofin ~~Center~~place ~~Trust, annual compensation increases during 2003, accrued compensation~~ for ~~bonuses~~properties ~~and~~acquired ~~costs~~in ~~associated with new corporate governance initiatives. As a percentage of total revenue~~2004, ~~general~~as ~~and~~well ~~administrative expenses were 5.3% for the nine months ended September 30, 2003~~ as ~~compared~~depreciation related to ~~5.4%~~properties ~~for~~acquired ~~the~~in ~~nine~~2005 ~~months~~and ~~ended September 30, 2002~~2004.

~~Discontinued~~The ~~operations~~increase ~~for~~in ~~the~~interest ~~nine months~~expense ~~ended~~was ~~September~~a ~~30,~~result ~~2003~~ of ~~$12,466,000~~additional ~~reflects~~amounts ~~the~~drawn ~~operating~~on ~~results~~our ofrevolving ~~seven~~credit facility ofto ~~the~~finance ~~eight~~property ~~non-strategic~~acquisitions ~~assets~~during ~~that~~2005 ~~were~~and ~~sold~~2004. ~~during~~Interest ~~the~~expense ~~period.~~also ~~Included~~increased inas ~~this~~a ~~amount~~result isof ~~gain~~our onissuance ~~sale~~ of $850,~~054~~000,000. ~~Discontinued~~in ~~operations~~aggregate ~~for~~principal ~~the~~amount ~~nine months~~of ~~ended~~senior ~~September~~notes ~~30,~~in ~~2002~~May 2004 and our issuance of $750,~~190~~000,000 ~~reflects~~in ~~the~~aggregate principal ~~operating~~amount ~~results~~ of ~~two~~senior ofnotes ~~the~~in ~~eight~~July ~~non-strategic~~2004. ~~assets~~The ~~that~~stated ~~were~~interest ~~sold~~rate ~~during~~of 5.95% on the ~~nine~~senior ~~months~~notes, ~~ended~~and ~~September~~the 30related amortization of prepaid financing costs, ~~2003~~are ~~and~~higher ~~were~~than ~~owned~~our incost ~~2002~~to ~~and~~borrow ~~nine~~funds ~~non-strategic~~under ~~assets~~our ~~that~~revolving ~~were~~credit ~~sold~~facility which was ~~during~~paid down with the ~~second~~net ~~half~~proceeds of ~~2002~~the notes offerings. In addition, our cost to borrow funds under our revolving credit facility has been increasing due to the Federal Reserve raising interest rates.

~~Comparison~~The increase in general and administrative expenses resulted primarily from an increase in compensation costs and an increase in audit expense related to Sarbanes-Oxley 404 compliance work. As a percentage of total revenue, general and administrative expenses were 5.2% for the ~~Three Months~~six ~~Ended~~months ~~September~~ended June 30, ~~2003~~2005 as compared to ~~the~~4.9% ~~Three~~for ~~Months~~the ~~Ended~~six ~~September~~months ended June 30, ~~2002~~2004.

~~Total~~The decrease ~~revenue~~in ~~increased~~other byexpense ~~$19,652,000,~~resulted orprimarily ~~40.5%,~~from tothe ~~$68,118,000~~write ~~for~~down during the ~~three~~six months ended ~~September~~ June 30, ~~2003~~2004, ~~from~~of ~~$48~~a receivable related to a lawsuit we brought against insurance carriers to recover our legal and settlement expenses incurred in connection with a shareholder suit related to our acquisition of Western Properties Trust in November 2000. Additionally,~~466,000~~ ~~for~~the decrease is attributed to a one-time adjustment related to our joint venture in North Coast Health Center and a reserve recorded during the ~~three~~six months ended ~~September~~ June 30, ~~2002~~2004 related to a miscellaneous note receivable. These decreases were offset by higher costs related to potential property acquisitions that we did not complete.

~~Rental~~Discontinued ~~revenue,~~operations ~~which~~for ~~includes~~the ~~base~~six ~~rent~~months ~~and~~ended ~~percentage rent~~June 30, ~~increased~~2004 byof $151,~~268~~207,000, orreflects ~~40.5%,~~the tooperating ~~$53,007,000~~results ~~for~~of ~~the~~ three ~~months~~of ~~ended~~four ~~September~~non-strategic ~~30,~~assets ~~2003,~~that ~~from~~were ~~$37,739,000~~sold ~~for~~during ~~the three months ended September 30, 2002~~2004. ~~The~~Included ~~increase~~ in ~~rental~~this ~~revenue~~amount ~~resulted~~is ~~principally~~gain ~~from~~on ~~the~~sale ~~acquisition~~ of ~~the Center Trust portfolio~~$178,000.

~~Recoveries~~Comparison from tenants, which represents reimbursements from tenants for property operating expenses and property taxes, increased by $4,631,000, or 51.2%, to $13,680,000 for the three months ended September 30, 2003, from $9,049,000 for the three months ended September 30, 2002. This increase resulted primarily from the acquisition of the ~~Center~~Three ~~Trust~~Months ~~portfolio. In addition, recoveries from tenants increased because recoverable expenses increased. Recoveries from tenants were 89.6% for the three months~~ ended ~~September~~ June 30, ~~2003 compared~~2005 to ~~93.0% for~~ the ~~three~~Three ~~months~~Months ended ~~September~~ June 30, ~~2002.~~2004 The decrease in recovery percentage compared to the prior year period reflects the impact of the acquisition of the Center Trust portfolio in that Center Trust’s historical recovery rate was lower than Pan Pacific’s recovery rate. We expect that the recovery percentage will increase over time as occupancy is increased in the acquired assets.

~~Other~~Revenue income decreased by $273,000, or 16.6%, to $1,371,000 for the three months ended September 30, 2003, from $1,644,000 for the three months ended September 30, 2002. The decrease resulted principally from a reduction of interest income on our Plaza Escuela corporate note receivable which was repaid in the third quarter of 2002. This decrease was partially offset by interest income recorded on other notes receivable issued during 2003 related to property sales as well as interest on notes receivable we assumed upon the acquisition of the Center Trust portfolio.

Property operating expenses increased by $3,556,000, or 58.7%, to $9,611,000 for the three months ended September 30, 2003, from $6,055,000 for the three months ended September 30, 2002. This increase resulted primarily from our acquisition of the Center Trust portfolio. Property taxes increased by $1,974,000, or 53.6%, to $5,654,000 for the three months ended September 30, 2003, from $3,680,000 for the three months ended September 30, 2002. The increase in property taxes was also primarily the result of the acquisition of the Center Trust portfolio.


	For the Three Months Ended June 30,
(dollars in thousands) (unaudited)	2005			2004			Increase (Decrease)			% Increase (Decrease)
Base rent	$	59,217		$	53,989		$	5,228		9.7	%
Percentage rent		384			747			(363	)	(48.6	)%
Recoveries from tenants		14,857			13,906			951		6.8	%
Income from unconsolidated entities		88			103			(15	)	(14.6	)%
Other		1,840			1,575			265		16.8	%

Total revenue	$	76,386		$	70,320		$	6,066		8.6	%

Tenant recovery percentage		91.1	%		91.0	%

~~Depreciation~~The ~~and~~net ~~amortization~~increase ~~increased~~in rental ~~by $2~~revenue,~~631,000,~~ orwhich ~~34.2%,~~includes ~~to $10~~base rent and percentage rent,~~321,000~~ ~~for~~resulted principally from the ~~three~~increases ~~months~~in ~~ended~~rental ~~September~~rates ~~30,~~we ~~2003,~~are ~~from~~achieving $7through our leasing initiatives,~~690,000~~ ~~for~~from the ~~three~~continued ~~months~~lease-up ~~ended~~of ~~September~~the ~~30,~~portfolio ~~2002.~~acquired ~~This~~through ~~was~~our ~~primarily~~2003 acquisition ~~due~~of toCenter Trust Inc. and the acquisition of ~~the~~three ~~Center~~shopping ~~Trust~~center ~~portfolio~~assets in 2005 and five shopping center assets in 2004.

~~Interest~~The ~~expense~~increase ~~increased~~in byrecoveries ~~$3,083,000,~~from ~~or 25.9%~~tenants, towhich ~~$14,996,000~~represents ~~for~~reimbursements ~~the three months ended September 30, 2003,~~ from ~~$11,913,000~~tenants for ~~the~~property ~~three~~operating ~~months~~expenses ~~ended~~and ~~September~~property 30taxes, ~~2002. The increase was~~ resulted primarily from the ~~result~~acquisition of the ~~debt we assumed in the~~ Center Trust ~~acquisition~~portfolio ~~as well as amounts we borrowed on our revolving credit facility to repay Center Trust’s line of credit~~ and tothe ~~pay~~acquisition ~~off certain notes payable. The increase was also a result~~ of ~~additional~~three ~~amounts~~shopping ~~drawn~~center onassets ~~our revolving credit facility to finance properties acquired during 2002. Interest expense also increased as a result of our issuance of $100,000,000,~~ in ~~aggregate~~2005 ~~principal amount, of senior notes in December 2002~~ and ~~our~~the ~~issuance~~five ofshopping ~~$75,000,000,~~center inassets ~~aggregate principal amount, of senior notes~~ in ~~June 2003~~2004. ~~The~~In ~~stated interest rates of 6.125% and 4.70% on the senior note issuances~~addition, ~~respectively,~~recoveries ~~are~~from ~~higher~~tenants ~~than~~increased ~~our~~because ~~cost~~recoverable ~~to borrow funds under our revolving credit facility which were paid down with the net proceeds of the notes offerings~~expenses increased.

~~General~~The ~~and~~increase ~~administrative~~in ~~expenses~~other ~~decreased~~income byresulted ~~$162,000,~~primarily from orthe ~~6.7%,~~reduction toof ~~$2,243,000~~a ~~for~~portion of the ~~three~~environmental ~~months~~reserves ~~ended~~that ~~September~~had ~~30, 2003,~~been ~~from~~recorded ~~$2,405,000~~upon ~~for~~ the ~~three~~acquisition ~~months~~of ~~ended~~some ~~September 30, 2002~~properties. ~~This~~It ~~decrease~~was ~~resulted~~determined ~~primarily~~by ~~from~~management anthat ~~increase~~the incontinuing ~~internal capitalized leasing~~ costs, ~~which~~for isenvironmental anremediation ~~offset~~at tothese ~~related~~properties ~~general~~would ~~and~~not ~~administrative~~be ~~expenses,~~ as much ~~well~~ as apreviously ~~reduction in~~determined. ~~accrued~~The ~~compensation~~increase ~~for~~was ~~bonuses.~~also ~~These~~due ~~decreases~~to ~~were~~greater ~~partially~~termination ~~offset~~fees byin ~~increased~~2005 ~~staffing required~~ as acompared ~~result~~to of the ~~acquisition~~same ofperiod ~~Center~~in ~~Trust~~2004. ~~and~~These ~~annual compensation~~ increases ~~during 2003. As a percentage of total revenue, general and administrative expenses~~ were ~~3.3%~~offset ~~for~~by ~~the~~decreases ~~three~~in ~~months~~other ~~ended~~miscellaneous ~~September~~income ~~30,~~from ~~2003~~operating ~~as compared to 5~~properties.0% ~~for the three months ended September 30, 2002.~~

NoExpenses properties were sold in the three months ended September 30, 2003. Discontinued operations for the three months ended September 30, 2002 of $4,133,000 reflects the operating results of two of the eight non-strategic assets that were sold during the first half of 2003 and were owned in 2002 and nine non-strategic assets that were sold during the second half of 2002.

Funds from Operations


	For the Three Months Ended June 30,
(dollars in thousands) (unaudited)	2005		2004		Increase (Decrease)			% Increase (Decrease)
Property operating	$	10,119	$	9,397	$	722		7.7	%
Property taxes		6,182		5,885		297		5.0	%
Depreciation and amortization		13,910		10,873		3,037		27.9	%
Interest		17,088		15,139		1,949		12.9	%
General and administrative		3,850		3,453		397		11.5	%
Other		247		2,332		(2,085	)	(89.4	)%

Total expenses	$	51,396	$	47,079	$	4,317		9.2	%

The ~~White~~increase ~~Paper on Funds from Operations approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”)~~ in ~~April 2002 (the “White Paper”) defines Funds from Operations as net income (computed in accordance with accounting principles generally accepted in the United States of America, “GAAP”),~~ ~~excluding gains (or losses) on sales of~~ property, ~~plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. We believe that Funds from Operations (FFO) is an important supplemental measure of~~ operating ~~performance~~expenses ~~for~~was aprimarily ~~real~~due ~~estate~~to ~~investment trust. Because~~ the ~~historical~~acquisition ~~cost~~of ~~accounting~~three ~~convention~~shopping ~~used~~center ~~for real estate~~ assets ~~requires~~in ~~straight-line~~2005 ~~depreciation~~and ~~(except~~five onshopping ~~land),~~center ~~such accounting presentation implies that the value of real estate~~ assets ~~diminishes~~in ~~predictably~~2004 ~~over~~as ~~time.~~well ~~Since~~as ~~real~~general ~~estate~~increases ~~values~~in ~~instead~~common ~~have~~area ~~historically risen and fallen with market conditions~~costs, ~~presentations~~including of operating results for a real estate investment trust that uses historical cost accounting for depreciation could be less informative. The term FFO was designed by the real estate investment trust industry to address this issue. We compute Funds from Operations in accordance with standards established by the White Paper. Our computation of Funds from Operations mayutilities, ~~however,~~cleaning ~~differ from the methodology for calculating Funds from Operations used by other equity REITs and~~costs, ~~therefore,~~security ~~may not be comparable to these other REITs. FFO does not represent cash generated from operating~~costs ~~activities~~and ingrounds ~~accordance with generally accepted accounting principles~~maintenance, ~~is not necessarily indicative of cash available to fund cash needs and should not be considered~~ as anwell ~~alternative to net income. FFO,~~ as ~~defined~~greater byinsurance ~~us,~~and ~~may~~legal ~~not be comparable to similarly entitled items reported by other real estate investment trusts that do not define it exactly as the NAREIT definition~~costs.

The ~~following~~increase ~~table~~in ~~presents~~property ~~our~~taxes ~~Funds~~was ~~from~~primarily ~~Operations:~~the result of the acquisition of three shopping center assets in 2005 and five shopping center assets in 2004.

	For the three months endedSeptember 30,						For the nine months endedSeptember 30,
	2003			2002			2003			2002
Net income	$	24,525,000		$	20,453,000		$	78,322,000		$	53,829,000
Add:
Depreciation and amortization		10,321,000			7,690,000			29,665,000			22,522,000
Depreciation of discontinued operations		—			212,000			159,000			742,000
Depreciation of unconsolidated entities		59,000			64,000			177,000			143,000
Operating subsidiary minority interests		463,000			359,000			1,306,000			1,085,000
Less:
Gain on sale of discontinued operations		—			(2,823,000	)		(8,054,000	)		(2,823,000	)
Depreciation of minority interests		—			—			(56,000	)		—
Depreciation of non-real estate corporate assets		(76,000	)		(141,000	)		(375,000	)		(420,000	)
Funds from Operations	$	35,292,000		$	25,814,000		$	101,144,000		$	75,078,000
Weighted average number of shares of common stock outstanding (assuming dilution)		41,096,179			34,572,162			40,561,505			34,374,532

The increase in depreciation and amortization was primarily due to the amortization of the value of the leases in place as well as depreciation for properties acquired in 2004.

The increase in interest expense was a result of additional amounts drawn on our revolving credit facility to finance property acquisitions during 2005 and 2004. Interest expense also increased as a result of our issuance of $50,000,000 in aggregate principal amount of senior notes in May 2004 and our issuance of $50,000,000 in aggregate principal amount of senior notes in July 2004. The stated interest rate of 5.95% on the senior notes, and the related amortization of prepaid financing costs, are higher than our cost to borrow funds under our revolving credit facility which was paid down with the net proceeds of the notes offerings. In addition, our cost to borrow funds under our revolving credit facility has been increasing due to the Federal Reserve raising interest rates.

The increase in general and administrative expenses resulted primarily from an increase in audit expense related to Sarbanes-Oxley 404 compliance work. As a percentage of total revenue, general and administrative expenses were 5.0% for the three months ended June 30, 2005 as compared to 4.9% for the three months ended June 30, 2004.

The decrease in other expense resulted primarily from the write down during the three months ended June 30, 2004, of a receivable related to a lawsuit we brought against insurance carriers to recover our legal and settlement expenses incurred in connection with a shareholder suit related to our acquisition of Western Properties Trust in November 2000. Additionally, the decrease is attributed to a reserve recorded in 2004 related to a miscellaneous note receivable. These decreases were offset by higher costs related to potential property acquisitions that we did not complete.

Discontinued operations for the three months ended June 30, 2004 of $512,000 reflects the operating results of two of four non-strategic assets that were sold during 2004.

Cash Flows

Comparison of the ~~Nine~~Six Months ~~Ended~~ended ~~September~~ June 30, ~~2003~~2005 to the ~~Nine~~Six Months ~~Ended~~ended ~~September~~ June 30, ~~2002~~2004

Net cash provided by ~~operating~~continuing operating activities increased by $4311,~~624~~680,000 to $~~107~~77,~~719~~480,000 for the ~~nine~~six months ended ~~September~~ June 30, ~~2003~~2005, as compared to $6465,~~095~~800,000 for the ~~nine~~six months ended ~~September~~ June 30, ~~2002~~2004. The increase was primarily the result of ~~an increase in~~ operating income ~~due~~arising from toproperties ~~the~~acquired ~~acquisition~~in of2004 ~~Center~~and ~~Trust~~2005, ana ~~increase~~change in the decrease in accounts payable, accrued expenses and other liabilities, asa ~~well as the~~ change in the ~~decrease in prepaid expenses. This~~ increase ~~was offset by an increase~~ in ~~income~~other ~~from discontinued operations including the gain on sale thereon~~assets.

Net cash ~~provided~~used by in investing activities ~~increased~~decreased by $~~179~~33,~~547~~070,000 to $~~103~~33,~~691~~388,000 for the ~~nine~~six months ended ~~September~~ June 30, ~~2003~~2005, as compared to net cash used in investing activities of $7566,~~856~~458,000 for the ~~nine~~six months ended ~~September~~ June 30, ~~2002~~2004. The ~~increase~~decrease was primarily ~~the~~ ~~result~~due ofto ~~proceeds from the sale of real estate, the receipt of equity repayments from an unconsolidated entity,~~ a decrease in ~~acquisitions~~acquisition ofactivity ~~and~~for ~~additions~~the tosix ~~properties~~months ~~and~~ended aJune 30, ~~decrease~~2005 ~~in funds held in escrow pending property acquisition offset~~as bycompared ~~cash~~to ~~used in~~ the ~~acquisition~~same ofperiod ~~Center Trust and a decrease~~ in ~~collections of notes receivable~~2004.

Net cash used in financing activities increased by $~~247~~38,~~569~~483,000 to $~~207~~40,~~824~~686,000 for the ~~nine~~six months ended ~~September~~ June 30, ~~2003~~2005, as compared to net cash ~~provided~~ byused in financing activities of $392,~~745~~203,000 for the ~~nine~~six months ended ~~September~~ June 30, ~~2002~~2004. The increase primarily resulted from ana ~~increase~~decrease in ~~notes~~line ~~payable~~of ~~payments,~~credit anproceeds ~~increase~~and in line of credit payments, and a decrease in ~~issuance~~note ofpayable ~~common~~payments. ~~shares and~~Additionally, anthere ~~increase~~was inan ~~distributions~~issuance ~~paid.~~of ~~These~~senior ~~increases~~notes ~~were~~ offset by ana ~~increase~~repayment ~~in line~~ of ~~credit~~senior ~~proceeds~~notes ~~and~~during ~~an increase in~~ the ~~issuance~~six ofmonths ~~senior~~ended ~~notes.~~June 30, 2004.

Liquidity and Capital Resources

Our total market capitalization at ~~September~~ June 30, ~~2003~~2005 was approximately $23,~~679~~781,~~983~~677,000, based on the market closing price of our common stock at ~~September~~ June 30, ~~2003~~2005 of $4366.0038 per share (assuming the conversion of ~~824~~670,~~082~~782 operating subsidiary units to common stock) and our debt outstanding of approximately $~~912~~1,~~179~~035,541,000 (exclusive of accounts payable, ~~accrued expenses~~ and ~~financial~~accrued ~~instruments subject to mandatory redemption~~expenses). As a result, our debt to total market capitalization ratio was approximately 3427.04% at ~~September~~ June 30, ~~2003~~2005. Our board of directors adopted a policy of limiting our indebtedness to approximately 50% of our total market capitalization. However, our board of directors may from time to time modify our debt policy in light of current economic or market conditions including, but not limited to, the relative costs of debt and equity capital, market conditions for debt and equity securities and fluctuations in the market price of our common stock. Accordingly, we may increase or decrease our debt to market capitalization ratio beyond the limit described above.

~~However,~~In ~~our~~September ~~board~~2004, ofwe ~~directors~~entered ~~may~~into ~~from~~an ~~time~~amended toand ~~time~~restated ~~modify~~$300,000,000 revolving ~~our~~credit ~~debt~~facility ~~policy~~with ina ~~light~~maturity date of ~~current~~March ~~economic~~2007. orAt ~~market~~June 30, ~~conditions~~2005, ~~including~~we had $121,900,000 ~~but~~drawn ~~not~~on ~~limited~~our revolving credit facility leaving $178,100,000 available to borrow. At our option, amounts borrowed under our revolving credit ~~the~~facility ~~relative~~bear ~~costs~~interest ofat ~~debt~~either ~~and~~LIBOR ~~equity~~plus ~~capital,~~0.65% ~~market~~or ~~conditions~~a ~~for~~reference ~~debt~~rate. ~~and~~The ~~equity~~weighted ~~securities~~average ~~and~~interest ~~fluctuations~~rate infor ~~the~~short-term ~~market~~LIBOR ~~price~~contracts ofunder our ~~common~~revolving ~~stock.~~credit ~~Accordingly~~facility at June 30, we2005 ~~may~~was ~~increase~~3.97%. orWe ~~decrease~~will continue to use our ~~debt~~revolving credit facility to ~~market~~take ~~capitalization~~advantage ~~ratio~~of ~~beyond~~select ~~the~~acquisition opportunities as well as to provide funds for general corporate purposes. The amended and restated revolving credit facility contains certain financial and other covenants which we believe we ~~limit~~are ~~described~~in ~~above~~compliance with at June 30, 2005.

In ~~March~~May ~~2003~~2004, we ~~entered into a new~~ issued $~~300~~50,000,000 ~~revolving~~of ~~credit~~5.95% ~~facility~~senior ~~with~~notes adue ~~maturity~~June 1, ~~date of March 2006~~2014. AtIn ~~September~~July 302004, ~~2003,~~ we ~~had~~issued ~~$62,000,000~~an ~~drawn~~additional ~~on our revolving credit facility leaving~~ $~~238~~50,000,000 ~~available~~of tothe ~~borrow~~5.95% Atsenior ~~our~~notes ~~option~~due June 1, ~~amounts borrowed under our revolving credit facility bear interest at either LIBOR plus 0~~2014.~~70%~~ orThe anet ~~reference~~proceeds ~~rate.~~from ~~The~~the ~~weighted~~offerings ~~average~~were ~~interest~~used ~~rate~~to ~~for~~repay ~~short-term~~borrowings ~~LIBOR contracts~~ under our revolving credit facility ~~at September 30, 2003 was 1~~.~~83%.~~ WeConsistent ~~will~~with ~~continue~~senior tonotes ~~use~~previously ~~our revolving~~issued ~~credit~~by ~~facility to take advantage of select acquisition opportunities as well as to provide funds for general corporate purposes. In September 2003~~us, we ~~drew~~are ~~down~~bound ~~$25,923,000~~by oncertain ~~our~~financial ~~revolving~~ratio ~~credit~~covenants ~~facility~~which towe ~~pay~~believe ~~off~~we ~~the~~are ~~mortgage~~in ~~note~~compliance ~~on the~~with ~~Mineral~~at ~~King~~June 30, ~~property and the construction loan on the Olympia Place development~~2005.

InWe ~~June~~may ~~2002,~~in wethe ~~issued~~future ~~$55,000,000~~enter ofinto ~~5.75%~~derivative ~~senior~~financial ~~notes~~instruments ~~due~~such ~~June~~as ~~29,~~interest ~~2007.~~rate Inswaps, ~~December~~caps ~~2002,~~and wetreasury ~~issued~~locks ~~$100,000,000~~in order ofto ~~6.125%~~mitigate ~~senior~~our ~~notes~~interest ~~due~~rate ~~January~~risk ~~15,~~on ~~2013.~~a Inrelated ~~June~~financial ~~2003~~instrument; however, we ~~issued~~are ~~$75,000,000~~not ofa ~~4.70%~~party ~~senior notes~~to ~~due~~any ~~June~~derivative 1financial instruments at June 30, ~~2013~~2005. ~~The~~Further, ~~net~~we ~~proceeds~~do ~~from~~not ~~these~~enter ~~offerings~~into ~~were~~derivative ~~used~~or tointerest ~~repay~~rate ~~borrowings~~transactions ~~under~~for speculative ~~our~~or ~~revolving~~trading ~~credit~~purposes ~~facility~~nor do we enter into energy or commodity contracts.

We may in the future enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate our interest rate risk on a related financial instrument; however we are not a party to any derivative financial instruments at September 30, 2003. Further, we do not enter into derivative or interest rate transactions for speculative or trading purposes nor do we enter into energy or commodity contracts.

We have entered into certain related party transactions with executive officers and affiliates of the Company. Information on these related party transactions can be found in our consolidated financial statements, and the notes thereto, appearing elsewhere in this report.

We expect to make distributions from net cash provided by operations. Operating cash flows in excess of amounts to be used for distributions will be invested primarily in short-term investments such as collateralized securities of the United States government or its agencies, high-grade commercial paper and bank deposits or be used to pay down outstanding balances on our revolving credit facility, if any.

The following table provides recent historical distribution information:

Quarter ended	Date declared	Record date	Date paid	Distribution per share
March 31, 2001	January 30, 2001	February 16, 2001	March 15, 2001	$	0.455
March 31, 2003	January 7, 2003	January 14, 2003	February 14, 2003	$0.5000
June 30, 2001	May 16, 2001	May 25, 2001	June 15, 2001	$	0.455
June 30, 2003	May 12, 2003	May 23, 2003	June 13, 2003	$0.5100
September 30, 2001	August 14, 2001	August 31, 2001	September 14, 2001	$	0.455
September 30, 2003	August 14, 2003	August 29, 2003	September 15, 2003	$0.5100
December 31, 2001	November 13, 2001	November 30, 2001	December 14, 2001	$	0.455
December 31, 2003	November 4, 2003	November 28, 2003	December 15, 2003	$0.5100
March 31, 2002	February 7, 2002	February 22, 2002	March 15, 2002	$	0.475
March 31, 2004	February 5, 2004	February 27, 2004	March 15, 2004	$0.5425
June 30, 2002	May 9, 2002	May 31, 2002	June 14, 2002	$	0.475
June 30, 2004	May 17, 2004	May 28, 2004	June 15, 2004	$0.5425
September 30, 2002	August 15, 2002	August 30, 2002	September 13, 2002	$	0.475
September 30, 2004	August 4, 2004	August 27, 2004	September 15, 2004	$0.5425
December 31, 2002	October 30, 2002	November 29, 2002	December 13, 2002	$	0.475
December 31, 2004	November 11, 2004	November 26, 2004	December 15, 2004	$0.5425
March 31, 2003	January 7, 2003	January 14, 2003	February 14, 2003	$	0.500
March 31, 2005	February 17, 2005	February 25, 2005	March 15, 2005	$0.5900
June 30, 2003	May 12, 2003	May 23, 2003	June 13, 2003	$	0.510
June 30, 2005	April 29, 2005	May 27, 2005	June 15, 2005	$0.5900
September 30, 2003	August 14, 2003	August 29, 2003	September 15, 2003	$	0.510

We expect to meet our short-term liquidity requirements generally through our current working capital and net cash provided by operations. We believe that our net cash provided by operations will be sufficient to allow us to make the distributions necessary to enable us to continue to qualify as a REIT. We also believe that the foregoing sources of liquidity will be sufficient to fund our short-term liquidity needs for the foreseeable future.

We expect to meet our long-term liquidity requirements such as property acquisitions and developments, scheduled debt maturities, renovations, expansions and other non-recurring capital improvements through long-term secured and unsecured indebtedness, the issuance of additional equity or debt securities and the use of net proceeds from the disposition of non-strategic assets. We also expect to use funds available under our revolving credit facility to finance acquisition and development activities and capital improvements on an interim basis.

Off-Balance Sheet Arrangements

OnWe ~~September~~are ~~30,~~a ~~2002,~~50% ~~Plaza~~general ~~Escuela~~partner ~~Holding~~of ~~Co., LLC completed~~ a ~~financing~~joint ~~transaction~~venture ~~with~~that anowns ~~initial~~North ~~funding~~Coast ofHealth ~~$38~~Center,~~087,000,~~ ~~bearing interest at 6.8%, wherein we received~~ a ~~partial~~medical ~~payoff~~office ofbuilding ~~$36,754,000 on our note receivable of $44,349,000 on the Plaza Escuela property~~ in ~~Walnut Creek~~Encinitas, California. ~~The~~During ~~remaining~~the ~~balance~~second ofquarter ~~our note~~ of $72002,~~595,000~~ ~~was converted to a 49% non-managing member interest in Plaza Escuela Holding Co., LLC,~~ the ~~entity~~joint ~~that~~venture ~~owns~~entered ~~the~~into ~~property.~~a Inloan ~~January~~agreement ~~2003,~~for ~~we received an equity paydown of~~ $318,~~990,~~000~~. In May 2003~~, ~~we received an equity paydown of $800,~~000~~. In August 2003~~, ~~we received~~bearing aninterest ~~equity~~at ~~paydown of $1,000,000. Our remaining equity position of $1,805,000 continues to earn a preferred return of 12~~7%~~. In addition~~, ~~we are entitled~~ to ~~receive~~purchase ~~25% of~~ the ~~operating~~building ~~cash~~on ~~flows from~~ the property ~~through November 2008~~. ~~Proceeds~~ ~~from the equity paydowns and cash flow participation will be used primarily to repay borrowings under our revolving credit facility.~~ At ~~September~~ June 30, ~~2003~~2005, the balance of the ~~Plaza Escuela Holding Co., LLC~~ loan was $4117,~~635~~460,000. The loan is secured by the property and is not guaranteed by us. We account for this joint venture under the equity method. This unconsolidated debt is ~~one~~the ofonly ~~two~~ off-balance- sheet ~~financings~~financing to which we are a party.

We are a 50% general partner of a joint venture that owns North Coast Health Center, a medical office building in Encinitas, California. During the second quarter of 2002, the joint venture entered into a loan agreement for $18,000,000, bearing interest at 7%, to purchase the building on the property. At September 30, 2003, the balance of the loan was $17,775,000. The loan is secured by the property and is not guaranteed by us. We account for this joint venture under the equity method. This unconsolidated debt is one of two off-balance sheet financings to which we are a party.

Contractual Obligations and Contingent Liabilities

~~All~~There ofwere ~~our~~no ~~indebtedness~~material ischanges ~~disclosed~~outside inthe ~~our~~normal ~~consolidated financial~~course ~~statements,~~of ~~and~~our ~~the~~business in ~~notes~~our ~~thereto,~~contractual ~~appearing~~obligations ~~elsewhere~~and incontingent ~~this~~liabilities ~~report.~~from ~~Our~~those ~~indebtedness~~reported ~~outstanding~~in at“Management’s ~~September~~Discussion ~~30,~~and ~~2003,~~Analysis ~~which~~of ~~includes~~Financial ~~regularly~~Condition ~~scheduled~~and ~~principal~~Results ~~reductions,~~of ~~balloon~~Operations” ~~payments,~~in ~~scheduled~~our ~~senior~~Annual ~~note~~Report ~~redemptions~~on ~~and amounts~~Form ~~due~~10-K onfor ~~our~~the ~~revolving~~year ~~credit facility~~ended December 31, is2004. ~~as follows:~~

Year	Amount
2003	$	1,400,000
2004	$	68,356,000
2005	$	13,172,000
2006	$	122,660,000
2007	$	133,413,000
2008	$	28,864,000
2009	$	114,473,000
2010	$	49,155,000
2011	$	157,342,000
2012	$	42,709,000
2013 and thereafter	$	181,000,000

Payments due in the year 2004 include senior note redemptions of $50,000,000. Payments due in the year 2006 include the balance drawn on our revolving credit facility at September 30, 2003 of $62,000,000 and senior note redemptions of $25,000,000. Payments due in 2007, 2008, 2010, 2011 and 2013 include senior note redemptions of $55,000,000, $25,000,000, $25,000,000, $150,000,000 and $175,000,000, respectively. Payments due in 2013 also include property level bonds due of $6,000,000. With regard to the payments noted above, it is likely that we will not have sufficient funds on hand to repay these amounts at maturity. Therefore, we expect to refinance this debt either through additional debt financings secured by individual properties or groups of properties, by unsecured private or public debt offerings or by additional equity offerings.

Inflation

Substantially all of our leases provide for the recovery of all or a significant portion of all real estate taxes and operating expenses we incur. In addition, many of the leases provide for fixed base rent increases or indexed escalations (based on the consumer price index or other measures) and percentage rent. We believe that inflationary increases in expenses will be substantially offset by expense reimbursements, contractual rent increases and percentage rent.

Our revolving credit facility bears interest at a variable rate, which will be influenced by changes in short-term interest rates, and will be sensitive to inflation.

~~Quantitative~~ITEM ~~and~~3. ~~Qualitative~~QUANTITATIVE ~~Disclosure~~AND ~~about~~QUALITATIVE ~~Market~~DISCLOSURES ~~Risk~~ABOUT MARKET RISK.

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we are exposed is interest rate risk, which is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.

Interest Rate Risk

As of ~~September~~ June 30, ~~2003~~2005, we had $68127,~~000~~900,000 of outstanding floating rate debt under our revolving credit facility and our property secured bonds. In order to modify and manage the interest characteristics of outstanding debt and limit the effects of changes in interest rates on operations, we may use a variety of financial instruments. We were not a party to any hedging agreements with respect to our floating rate debt as of ~~September~~ June 30, ~~2003~~2005. We do not enter into any transactions for speculative or trading purposes. We do not believe that our weighted average interest rate of 76.19% on our fixed rate debt is materially different from current fair market interest rates for debt instruments with similar risks and maturities. Additionally, we do not believe that the interest rate risk represented by our floating rate debt is material as of that date in relation to total assets of $12,~~879~~021,~~797~~446,000 and a market capitalization of $12,~~767~~746,~~805~~136,000 of our common stock and operating subsidiary units.

~~Controls~~ITEM ~~and~~4. ~~Procedures~~CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, we currently have ~~investments~~one investment in ~~certain~~an unconsolidated ~~entities~~entity. As we do not control or manage ~~these~~this ~~entities~~entity, our disclosure controls and procedures with respect to such ~~entities~~entity are necessarily substantially more limited than those we maintain with respect to our consolidated subsidiaries.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and were operating at the reasonable assurance level.

Changes in Internal Control

There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART II – —OTHER INFORMATION

ITEM 64. ~~Exhibits~~SUBMISSION ~~and~~OF ~~Reports~~MATTERS onTO ~~Form~~A ~~8-K~~VOTE OF SECURITY HOLDERS.

The Company held its Annual Meeting of Stockholders on April 29, 2005, and transacted the following business:

(a)

Election of Directors (Term expiring in 2006):


Nominee	Votes For	Votes Withheld
Bernard M. Feldman	34,352,526	734,018
Mark J. Riedy	33,310,672	1,775,872

(b)

Continuing Directors:

Joseph P. Colmery (Term expiring in 2006)

Stuart A. Tanz (Term expiring in 2006)

David P. Zimel (Term expiring in 2007)

The Company’s proxy statement for its 2005 Annual Meeting of Stockholders contained a proposal from a stockholder. Because this stockholder did not attend the meeting to present the stockholder’s proposal, the proposal was not voted on by stockholders at this meeting.

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

Exhibit No.		Description
ExhibitNo.		Description
3.1		Articles of Amendment and Restatement of the Company (previously filed as Exhibit 3.1 to Pan Pacific Retail Properties, Inc.’s Registration Statement on Form S-11 (Registration No. 333-28715) and incorporated herein by reference).
3.2		Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.2 to Pan Pacific Retail Properties, Inc.’s Registration Statement on Form S-11 (Registration No. 333-28715) and incorporated herein by reference).
4.1		Form of Certificate of Common Stock (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Registration Statement on Form S-11 (Registration No. 333- 28715) and incorporated herein by reference).
4.2		Form of Indenture relating to the Senior Notes (previously filed as Exhibit 4.1 to Western Properties Trust’s Registration Statement on Form S-3 (Registration No. 333-32721) and incorporated herein by reference).
4.3		Form of Senior Notes (previously filed as Exhibit 4.1 to Western Properties Trust’s Registration Statement on Form S-3 (Registration No. 333-32721) and incorporated herein by reference).
4.4		Form of Supplemental Indenture relating to the 7.1% Senior Notes due 2006 (previously filed as Exhibit 4.5 to Western Properties Trust’s Form 8-K dated September 24, 1997, and incorporated herein by reference).
4.5		Form of Supplemental Indenture relating to the 7.2% Senior Notes due 2008 (previously filed as Exhibit 4.6 to Western Properties Trust’s Form 8-K, dated September 24, 1997, and incorporated herein by reference).
4.6		Form of Supplemental Indenture relating to the 7.3% Senior Notes due 2010 (previously filed as Exhibit 4.7 to Western Properties Trust’s Form 8-K, dated September 24, 1997, and incorporated herein by reference).
4.7		Form of Supplemental Indenture relating to the assumption by Pan Pacific Retail Properties, Inc. of the Indenture relating to the 7.1% Senior Notes due 2006, the 7.2% Senior Notes due 2008 and the 7.3% Senior Notes due 2010 (previously filed as Exhibit 4.7 to Pan Pacific Retail Properties, Inc.’s Registration Statement on Form S-3 (Registration No. 333-51230) and incorporated herein by reference).
4.8		Form of Indenture relating to the ~~7.875% Senior~~ Notes ~~due 2004~~ (previously filed as Exhibit 4.2 to ~~Western~~Pan ~~Properties~~Pacific ~~Trust~~Retail ~~Registration~~Properties, ~~Statement~~Inc.’s on Form S8-3K, ~~(Registration~~filed ~~No.~~on ~~333-71270)~~April 10, 2001, and incorporated herein by reference).
4.9		Form of ~~Supplemental Indenture relating to the assumption by Pan Pacific Retail Properties, Inc. of the Indenture relating to the~~ 7.~~875~~95% ~~Senior~~ Notes due ~~2004~~2011 (previously filed as Exhibit 4.91 to Pan Pacific Retail Properties, Inc.’s ~~Registration Statement on~~ Form S8-3K, ~~(Registration~~filed ~~No.~~on ~~333-51230)~~April 10, 2001, and incorporated herein by reference).
4.10		Minutes of a meeting of the Pricing Committee held on April 6, 2001 designating the terms of 7.95% Notes due 2011 (previously filed as Exhibit 4.3 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on April 10, 2001, and incorporated herein by reference).

Exhibit No.		Description
ExhibitNo.		Description
4.10		Form of Indenture relating to the Notes (previously filed as Exhibit 4.2 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on April 10, 2001, and incorporated herein by reference).
4.11		Form of 5.75% Note due 2007 (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Current Report on Form 8-K, dated June 20, 2002, and incorporated herein by reference).
4.11		Form of 7.95% Notes due 2011 (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on April 10, 2001, and incorporated herein by reference).
4.12		Minutes of a meeting of the Pricing Committee held on June 13, 2002 designating the terms of the 5.75% Notes Due 2007 (previously filed as Exhibit 4.3 of Pan Pacific Retail Properties, Inc.’s Current Report on Form 8-K, dated June 20, 2002, and incorporated herein by reference).
4.12		Minutes of a meeting of the Pricing Committee held on April 6, 2001 designating the terms of 7.95% Notes due 2011 (previously filed as Exhibit 4.3 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on April 10, 2001, and incorporated herein by reference).
4.13		Form of 6.125% Notes due 2013 (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on December 16, 2002, and incorporated herein by reference).
4.13		Form of 5.75% Note due 2007 (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Current Report on Form 8-K, dated September 20, 2002, and incorporated herein by reference).
4.14		Minutes of a meeting of the Pricing Committee held on December 12, 2002 designating the terms of 6.125% Notes due 2013 (previously filed as Exhibit 4.3 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on December 16, 2002, and incorporated herein by reference).
4.14		Minutes of a meeting of the Pricing Committee held on September 13, 2002 designating the terms of the 5.75% Notes Due 2007 (previously filed as Exhibit 4.3 of Pan Pacific Retail Properties, Inc.’s Current Report on Form 8-K, dated September 20, 2002, and incorporated herein by reference).
4.15		Form of 4.70% Note due 2013 (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on May 30, 2003, and incorporated herein by reference).
4.15		Form of 6.125% Notes due 2013 (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on December 16, 2002, and incorporated herein by reference).
4.16		Minutes of a meeting of the Pricing Committee held on May 28, 2003 designating the terms of the 4.70% Note due 2013 (previously filed as Exhibit 4.3 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on May 30, 2003, and incorporated herein by reference).
4.16		Minutes of a meeting of the Pricing Committee held on December 12, 2002 designating the terms of 6.125% Notes due 2013 (previously filed as Exhibit 4.3 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on December 16, 2002, and incorporated herein by reference).
4.17		Form of 5.95% Note due 2014 (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on May 26, 2004, and incorporated herein by reference).
4.17		Stockholders’ Rights Agreement, dated as of November 5, 2002, by and among Pan Pacific Retail Properties, Inc., Lazard Frères Real Estate Investors L.L.C., LF Strategic Realty Investors L.P., Prometheus Western Retail Trust and Prometheus Western Retail, LLC (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Current Report on Form 8-K, dated November 7, 2002 and incorporated herein by reference).
4.18		Minutes of a meeting of the Pricing Committee held on May 21, 2004 designating the terms of the 5.95% Note due 2014 (previously filed as Exhibit 4.3 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on May 26, 2004, and incorporated herein by reference).
4.19		Form of 5.95% Note due 2014 (previously filed as Exhibit 4.1 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on July 20, 2004, and incorporated herein by reference).
4.20		Minutes of a meeting of the Pricing Committee held on July 14, 2004 designating the terms of the 5.95% Note due 2014 (previously Filed as Exhibit 4.3 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on July 20, 2004, and incorporated herein by reference).

Exhibit No.		Description
ExhibitNo.		Description
4.18		Registration Rights Agreement dated as of January 17, 2003 by and among Pan Pacific Retail Properties, Inc. and Myrtle Gronske, the Harry J. Frank, Jr. and Margaret S. Frank Family Trust U/A 5/9/91, Hughes Investments, Visalia MKP, Inc., HI-Loma, HI-NC, Hughes Milliken Associates, CJJ Limited Partnership, Bartfam, Cecile C. Bartman, Trustee under the Will of Bernard Citron, Deceased, Cecile Citron Bartman Trust dated September 26, 2001, Rebecca Jean Speer Trust U/A/D November 9, 1994, Doreann Speer Gibson Trust U/A/D October 13, 1989, William A. Speer, Jr. Irrevocable Trust U/A/D October 18, 1988 F/B/O Rebecca Speer, William A. Speer, Jr. Irrevocable Trust U/A/D October 18, 1988 F/B/O Linda Speer Fortune, Trust “D”, created under the Will of W. Arnet Speer aka William A. Speer, deceased, under the preliminary decree of distribution of his estate, entered on December 15, 1978, in Judgment Book 1193, page 428, Superior Court of the State of California, County of San Diego, Case No. 114411 and Trust “A”, created under the Will of W. Arnet Speer aka William A. Speer, deceased, under the preliminary decree of distribution of his estate, entered on December 15, 1978, in Judgment Book 1193, page 428, Superior Court of the State of California, County of San Diego, Case No. 114411 (previously filed as Exhibit 4.18 to Pan Pacific Retail Properties, Inc.’s Registration Statement on Form S-3 (Registration No. 333-103498) and incorporated herein by reference).
4.21		Registration Rights Agreement dated as of January 17, 2003 by and among Pan Pacific Retail Properties, Inc. and Myrtle Gronske, the Harry J. Frank, Jr. and Margaret S. Frank Family Trust U/A 5/9/91, Hughes Investments, Visalia MKP, Inc., HI-Loma, HI-NC, Hughes Milliken Associates, CJJ Limited Partnership, Bartfam, Cecile C. Bartman, Trustee under the Will of Bernard Citron, Deceased, Cecile Citron Bartman Trust dated September 26, 2001, Rebecca Jean Speer Trust U/A/D November 9, 1994, Doreann Speer Gibson Trust U/A/D October 13, 1989, William A. Speer, Jr. Irrevocable Trust U/A/D October 18, 1988 F/B/O Rebecca Speer, William A. Speer, Jr. Irrevocable Trust U/A/D October 18, 1988 F/B/O Linda Speer Fortune, Trust “D”, created under the Will of W. Arnet Speer aka William A. Speer, deceased, under the preliminary decree of distribution of his estate, entered on December 15, 1978, in Judgment Book 1193, page 428, Superior Court of the State of California, County of San Diego, Case No. 114411 and Trust “A”, created under the Will of W. Arnet Speer aka William A. Speer, deceased, under the preliminary decree of distribution of his estate, entered on December 15, 1978, in Judgment Book 1193, page 428, Superior Court of the State of California, County of San Diego, Case No. 114411 (previously filed as Exhibit 4.18 to Pan Pacific Retail Properties, Inc.’s Registration Statement on Form S-3 (Registration No. 333- 103498) and incorporated herein by reference).
4.19		Registration Rights Agreement dated as of January 17, 2003 by and among Pan Pacific Retail Properties, Inc. and Saul Kreshek, Ernest Grossman and Margaret Lewicki (previously filed as Exhibit 4.19 to Pan Pacific Retail Properties, Inc.’s Registration Statement on Form S-3 (Registration No. 333-103498) and incorporated herein by reference).
4.22		Registration Rights Agreement dated as of January 17, 2003 by and among Pan Pacific Retail Properties, Inc. and Saul Kreshek, Ernest Grossman and Margaret Lewicki (previously filed as Exhibit 4.19 to Pan Pacific Retail Properties, Inc.’s Registration Statement on Form S-3 (Registration No. 333-103498) and incorporated herein by reference).
10.1*		Form of Restricted Stock Agreement between Stuart A. Tanz and Pan Pacific Retail Properties, Inc.
10.1		First Amendment to Second Amended and Restated Employment Agreement, dated as of March 24, 2005, between Pan Pacific Retail Properties, Inc. and Jeffrey S. Stauffer (previously filed as Exhibit 10.1 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on March 25, 2005, and incorporated herein by reference).
10.2*		Form of Restricted Stock Agreement between Joseph B. Tyson and Pan Pacific Retail Properties, Inc.
10.2		First Amendment to Second Amended and Restated Employment Agreement, dated as of March 24, 2005, between Pan Pacific Retail Properties, Inc. and Stuart A. Tanz (previously filed as Exhibit 10.2 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on March 25, 2005, and incorporated herein by reference).
10.3*		Form of Restricted Stock Agreement between Jeffrey S. Stauffer and Pan Pacific Retail Properties, Inc.
10.3		First Amendment to Employment Agreement, dated as of March 24, 2005, between Pan Pacific Retail Properties, Inc. and Joseph B. Tyson (previously filed as Exhibit 10.3 to Pan Pacific Retail Properties, Inc.’s Form 8-K, filed on March 25, 2005, and incorporated herein by reference).
31.1*		Section 302 Certifications, as filed by the Chief Executive Officer and the Chief Financial Officer, pursuant to SEC Release No. 33-8212, 34-47551.
32.1*		Section 906 Certifications, as furnished by the Chief Executive Officer and the Chief Financial Officer, pursuant to SEC Release No. 33-8212, 34-47551.

*	Filed Herewith

(b)

Reports on Form 8-K.

~~The Company filed one Current Report on Form 8-K during the quarter ended September 30, 2003~~None.

The report dated July 31, 2003 reported under Items 7 and 9 the Company’s press release which set forth the results of operations for the quarter ended June 30, 2003.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on ~~October 30~~July 26, ~~2003~~2005.

PAN PACIFIC RETAIL PROPERTIES, INC. By: ~~By:~~ /s/ ~~Stuart~~STUART A. ~~Tanz~~TANZ By: /s/ ~~Joseph~~JOSEPH B. ~~Tyson~~TYSON Stuart A. Tanz Director, Chairman, Chief Executive Officer and President Joseph B. Tyson, CPA ~~Director, Chairman, Chief~~ Executive ~~Executive~~ Vice President, Chief Financial Officer and ~~President Officer and~~ Secretary (Principal Financial and Accounting Officer)

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