10-K 1 dkm115.txt FORM 10-K FYE DECEMBER 31, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 1-12298 REGENCY CENTERS CORPORATION (Exact name of registrant as specified in its charter) FLORIDA 59-3191743 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 121 West Forsyth Street, Suite 200 (904) 598-7000 Jacksonville, Florida 32202 (Registrant's telephone No.) (Address of principal executive offices)(zip code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, $.01 par value (Title of Class) Depositary Shares, Liquidation Preference $25 per Depositary Share, each representing 1/10 of a share of 7.45% Series 3 Cumulative Redeemable Preferred Stock, par value $0.01 (Title of Class) New York Stock Exchange (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: None ---- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES (X) NO ( ) State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant's most recently completed second fiscal quarter. $2,570,967,045 The approximate number of shares of Registrant's voting common stock outstanding was 60,400,569 as of March 10, 2004. Documents Incorporated by Reference Portions of the Registrant's Proxy Statement in connection with its 2004 Annual Meeting of Shareholders are incorporated by reference in Part III. TABLE OF CONTENTS Form 10-K Item No. Report Page -------- ----------- PART I 1. Business.........................................................1 2. Properties.......................................................4 3. Legal Proceedings...............................................13 4. Submission of Matters to a Vote of Security Holders.............13 PART II 5. Market for the Registrant's Common Equity and Related Shareholder Matters.............................................13 6. Selected Consolidated Financial Data............................14 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................15 7a. Quantitative and Qualitative Disclosures about Market Risk......25 8. Consolidated Financial Statements and Supplementary Data........25 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........................................25 9a. Controls and Procedures.........................................25 PART III 10. Directors and Executive Officers of the Registrant..............26 11. Executive Compensation..........................................26 12. Security Ownership of Certain Beneficial Owners and Management..27 13. Certain Relationships and Related Transactions..................27 14. Principal Accountant Fees and Services..........................27 PART IV 15. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.....................................................28 Forward Looking Statements -------------------------- In addition to historical information, the following information contains forward-looking statements as defined under federal securities laws. These statements are based on current expectations, estimates and projections about the industry and markets in which Regency operates, and management's beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, changes in national and local economic conditions; financial difficulties of tenants; competitive market conditions, including pricing of acquisitions and sales of properties and out-parcels; changes in expected leasing activity and market rents; timing of acquisitions, development starts and sales of properties and out-parcels; weather; the ability to obtain governmental approvals; and meeting development schedules. The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of Regency Centers Corporation appearing elsewhere within. PART I Item 1. Business Operating and Investment Philosophy Regency is a qualified real estate investment trust ("REIT"), which began operations in 1993. Our primary operating and investment goal is long-term growth in earnings per share and total shareholder return by focusing on a strategy of owning and operating grocery anchored shopping centers that are anchored by market-leading supermarkets, and that are located in areas with attractive demographics. Currently, our real estate investments before depreciation total $3.2 billion with 265 shopping centers in 22 states. At December 31, 2003, our gross leasable area ("GLA") totaled 30.3 million square feet and was 92.2% leased. Geographically, 19.6% of our GLA is located in Florida, 19.5% in California, 16.8% in Texas, 6.6% in Georgia, 6.3% in Ohio, and 31.2% spread throughout 17 other states. We own and operate our shopping centers through our operating partnership, Regency Centers, L.P. ("RCLP"), in which we currently own 98% of the operating partnership units. Regency's operating, investing and financing activities are generally performed by RCLP. We earn revenues and generate operating cash flow by leasing space to grocers and retail side-shop tenants in our shopping centers. We experience growth in revenues by increasing occupancy and rental rates at currently owned shopping centers, and by developing new shopping centers. A neighborhood center is a convenient, cost-effective distribution platform for food retailers. Grocery anchored centers generate substantial daily traffic and offer sustainable competitive advantages to their tenants. This high traffic generates increased sales, thereby driving higher occupancy, rental rates and rental-rate growth for Regency, which we expect to sustain our growth in earnings per share and increase the value of our portfolio over the long term. We seek a range of strong national, regional and local specialty tenants, for the same reason that we choose to anchor our centers with leading grocers. We have created a formal partnering process -- the Premier Customer Initiative ("PCI") -- to promote mutually beneficial relationships with our non-grocer specialty retailers. The objective of PCI is for Regency to build a base of specialty tenants who represent the "best-in-class" operators in their respective merchandising categories. Such tenants reinforce the consumer appeal and other strengths of a center's grocery anchor, help to stabilize a center's occupancy, reduce re-leasing downtime, reduce tenant turnover and yield higher sustainable rents. We primarily grow our shopping center portfolio through new shopping center development, where we acquire the land and construct the building. Development is customer-driven, meaning we generally have an executed lease from the anchor before we start construction. Developments serve the growth needs of our grocery and specialty retail customers, result in modern shopping centers with long-term leases from the grocery anchors and produce attractive returns on our invested capital. This development process can require up to 36 months from initial land or redevelopment acquisition through construction, lease-up and stabilization of rental income, depending upon the size of the project. Generally, anchor tenants begin operating their stores prior to construction completion of the entire center, resulting in rental income during the development phase. We intend to maintain a conservative capital structure to fund our growth programs without compromising our investment-grade ratings. Our approach is founded on our self-funding business model. This model utilizes center "recycling" as a key component. Our recycling strategy calls for us to re-deploy the proceeds from the sales of properties into new higher quality developments that we expect to generate sustainable revenue growth and more attractive returns on invested capital. Our commitment to maintaining a high-quality shopping center portfolio dictates that we continually assess the value of all of our properties and sell those that no longer meet our long-term investment standards. Joint venturing of shopping centers also provides us with a capital source for new development, as well as the opportunity to earn fees for asset and property management services. As asset manager, we are engaged by our partners to apply similar operating, investment, and capital strategies to the portfolios owned by the joint ventures. Joint ventures grow their shopping center investments through acquisitions from third parties or direct purchases of shopping centers from Regency. Although selling properties to joint ventures reduces our ownership interest, we continue to share in the risks and rewards of centers that meet our long-term investment strategy. Regency is not subject to liability and has no obligations or guarantees of the joint ventures beyond its ownership percentage. Risk Factors Relating to Ownership of Regency Common Stock We are subject to certain business risks that could affect our industry which include, among others: o increased competition from super-centers such as Wal-Mart could result in grocery anchor closings or consolidations in the grocery store industry which could reduce our cash flow; o a slow down in our shopping center development program would reduce our operating revenues and gains from sales; o the bankruptcy or insolvency of, or a downturn in the business of, any of our major tenants could reduce our cash flow, o the possibility that major tenants will not renew their leases as they expire or renew at lower rental rates could reduce our cash flow, o the internet and e-commerce could reduce the demand for tenants to occupy our shopping centers, o vacant anchor space could affect the entire shopping center because of the loss of the anchor's customer drawing power, o poor market conditions could create an over supply of space or a reduction in demand for our shopping centers, o risks relating to leverage, including uncertainty that we will be able to refinance our indebtedness, and the risk of higher interest rates, o our inability to satisfy our cash requirements from operations and the possibility that we may be required to borrow funds to meet distribution requirements in order to maintain our qualification as a REIT, o potential liability for unknown or future environmental matters and costs of compliance with the Americans with Disabilities Act, o the risk of uninsured losses, and o unfavorable economic conditions could also result in the inability of tenants in certain retail sectors to meet their lease obligations and could adversely affect our ability to attract and retain desirable tenants. 2 Compliance with Governmental Regulations Under various federal, state and local laws, ordinances and regulations, we may be liable for the cost to remove or remediate certain hazardous or toxic substances at our shopping centers. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of the hazardous or toxic substances. The cost of required remediation and the owner's liability for remediation could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner's ability to sell or rent the property or borrow using the property as collateral. We have a number of properties that could require or are currently undergoing varying levels of environmental remediation. Environmental remediation is not currently expected to have a material financial effect on us due to reserves for remediation, insurance programs designed to mitigate the cost of remediation and various state-regulated programs that shift the responsibility and cost to the state. Competition We are among the largest publicly-held owners of grocery-anchored shopping centers in the nation based on revenues, number of properties, gross leaseable area and market capitalization. There are numerous companies and private individuals engaged in the ownership, development, acquisition and operation of shopping centers which compete with us in our targeted markets. This results in competition for attracting grocery anchor tenants, as well as, the acquisition of existing shopping centers and new development sites. We believe that the principal competitive factors in attracting tenants in our market areas are location, demographics, rental costs, tenant mix, property age and maintenance. We believe that our competitive advantages include our locations within our market areas, our strong demographics surrounding our shopping centers, our relationships with our grocery anchor tenants and side-shop retailers, our PCI program which allows us to provide retailers with multiple locations, our practice of maintaining and renovating of our shopping centers, and our ability to source and develop new shopping centers. Changes in Policies Our Board of Directors establishes the policies that govern our investment and operating strategies including, among others, development and acquisition of shopping centers, tenant and market focus, debt and equity financing policies, quarterly distributions to shareholders, and REIT tax status. The Board of Directors may amend these policies at any time without a vote of our shareholders. Employees Our headquarters are located at 121 West Forsyth Street, Suite 200, Jacksonville, Florida. We presently maintain nineteen offices in thirteen states where we conduct management, leasing, construction, and investment activities. At December 31, 2003, we had 385 employees and we believe that our relations with our employees are good. Company Website Access and SEC Filings The Company's website may be accessed at www.regencycenters.com. All of our filings with the Securities and Exchange Commission can be accessed through our website promptly after filing; however, in the event that the website is inaccessible, then we will provide paper copies of our most recent annual report on Form 10-K, the four previous quarterly reports on Form 10-Q, and current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. 3 Item 2. Properties A list of our shopping centers summarized by state and in order of largest holdings follows based upon gross leaseable area (GLA), including those properties that we partially own in joint ventures:

December 31, 2003 December 31, 2002 ----------------- ----------------- Location # Properties GLA % Leased # Properties GLA % Leased -------- ------------ --- -------- ------------ --- -------- Florida 50 5,943,345 94.3% 53 6,193,550 90.9% California 49 5,917,372 90.8% 43 5,125,030 91.4% Texas 41 5,086,086 88.1% 40 5,123,197 88.1% Georgia 20 2,008,066 95.8% 24 2,437,712 93.2% Ohio 14 1,901,538 90.6% 14 1,901,684 91.4% Colorado 14 1,623,674 94.2% 15 1,538,570 88.5% Virginia 10 1,272,369 89.1% 7 872,796 92.4% North Carolina 10 1,050,061 98.7% 12 1,225,201 97.6% Washington 9 1,020,470 96.4% 9 986,374 98.8% Oregon 8 838,715 92.2% 9 822,115 93.7% Arizona 7 652,906 91.5% 6 525,701 95.9% Alabama 6 543,330 85.5% 7 644,896 90.4% Tennessee 6 444,234 96.5% 6 444,234 95.3% Illinois 3 408,211 97.0% 2 300,477 96.1% Michigan 4 368,260 87.2% 3 279,265 92.6% South Carolina 5 339,926 95.7% 5 339,256 85.6% Kentucky 3 323,029 97.8% 2 304,659 96.6% Delaware 2 240,418 99.5% 2 240,418 99.0% Maryland 1 188,243 90.2% - - - New Jersey 1 88,993 89.4% 1 88,993 79.7% Missouri 1 82,498 91.5% 1 82,498 92.9% Pennsylvania 1 6,000 100.0% 1 6,000 100.0% ----------------- --------------- ---------------- ---------------- --------------- --------------- Total 265 30,347,744 92.2% 262 29,482,626 91.5% ================= =============== ================ ================ =============== ===============

4 Item 2. Properties (continued) The following table summarizes the largest tenants occupying our shopping centers based upon a percentage of total annualized base rent exceeding .5%. The table includes 100% of the GLA in unconsolidated joint ventures. Annualized base rent includes only Regency's pro-rata share of rent from unconsolidated joint ventures.

Summary of Principal Tenants > .5% of Annualized Base Rent (including Properties Under Development) Percentage to Percentage of Number of Anchor Company Annualized Leased Owned Tenant GLA Owned GLA Rent Base Rent Stores Stores (a) ------ --- --------- ----- ---------- ------ ---------- Kroger 3,537,464 11.7% 25,237,925 8.19% 59 2 Publix 2,453,698 8.1% 15,750,025 5.11% 53 - Safeway 1,859,823 6.1% 14,890,904 4.83% 38 9 Albertsons 907,579 3.0% 7,234,838 2.35% 17 7 Blockbuster 377,768 1.2% 6,464,705 2.10% 67 - H.E.B. Grocery 417,151 1.4% 4,497,612 1.46% 5 - Kohl's Department Store 266,621 0.9% 3,079,752 1.00% 3 - Harris Teeter 244,499 0.8% 2,914,612 0.95% 5 - Winn Dixie 427,138 1.4% 2,830,716 0.92% 8 - Walgreens 239,776 0.8% 2,710,122 0.88% 17 - Washington Mutual Bank 121,072 0.4% 2,518,022 0.82% 32 - Shoppers Food Warehouse/Supervalu 183,364 0.6% 2,252,476 0.73% 3 - Hallmark 177,996 0.6% 2,207,533 0.72% 41 - Starbucks 81,337 0.3% 1,802,265 0.58% 53 - Long's Drugs 235,620 0.8% 1,774,785 0.58% 10 - Hollywood Video 101,018 0.3% 1,771,981 0.57% 16 - Circuit City 116,860 0.4% 1,764,956 0.57% 4 - Eckerd (JC Penney) 179,758 0.6% 1,743,619 0.57% 19 - The UPS Store 112,496 0.4% 1,724,476 0.56% 79 - Subway 85,764 0.3% 1,684,041 0.55% 69 - Target 240,086 0.8% 1,589,996 0.52% 2 7 Petco 131,791 0.4% 1,570,386 0.51% 10 -

(a) Includes stores owned by anchor tenant that are attached to our centers. Regency's leases have terms generally ranging from three to five years for tenant space under 5,000 square feet. Leases greater than 10,000 square feet generally have lease terms in excess of five years, mostly comprised of anchor tenants. Many of the anchor leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. The leases provide for the monthly payment in advance of fixed minimum rentals, additional rents calculated as a percentage of the tenant's sales, the tenant's pro rata share of real estate taxes, insurance, and common area maintenance expenses, and reimbursement for utility costs if not directly metered. 5 Item 2. Properties (continued) The following table sets forth a schedule of lease expirations for the next ten years, assuming no tenants renew their leases:

Future Percent of Minimum Percent of Lease Total Rent Total Expiration Expiring Company Expiring Minimum Year GLA GLA Leases Rent (2) ---- --- --- ------ -------- (1) 322,042 1.2% $ 3,880,966 1.3% 2004 1,625,183 6.2% 24,355,651 8.4% 2005 2,263,752 8.6% 31,345,630 10.8% 2006 2,783,551 10.5% 36,727,598 12.6% 2007 2,893,652 11.0% 36,032,344 12.4% 2008 2,763,394 10.5% 34,672,055 11.9% 2009 1,207,559 4.6% 12,965,696 4.4% 2010 1,006,797 3.8% 10,187,595 3.5% 2011 1,071,215 4.1% 11,204,815 3.8% 2012 1,207,362 4.6% 12,608,744 4.3% 2013 782,478 3.0% 9,911,026 3.4% -------------------------------------------------------------- 10 Yr. Total 17,926,985 67.9% $ 223,892,120 76.8% --------------------------------------------------------------

(1) leased currently under month to month rent or in process of renewal (2) total minimum rent includes current minimum rent and future contractual rent steps for all properties, but excludes additional rent such as percentage rent, common area maintenance, real estate taxes and insurance reimbursements See the property table below and also see Item 7, Management's Discussion and Analysis for further information about Regency's properties. 6

Year Gross Property Name Year Con- Leasable Percent Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor ----------------------------------------------------------------------------------------------------------------------------------- FLORIDA Ft. Myers / Cape Coral ---------------------- Grande Oak 2000 2000 78,784 100.0% Publix Jacksonville / North Florida ---------------------------- Anastasia Plaza (5) 1993 1988 102,342 91.3% Publix Beneva Village Shops 1998 1987 141,532 94.9% Publix Bolton Plaza 1994 1988 172,938 94.3% -- Carriage Gate 1994 1978 76,833 95.6% -- Courtyard Shopping Center 1993 1987 137,256 100.0% Albertson's (4) Fleming Island 1998 2000 136,662 98.3% Publix Highland Square (5) 1998 1999 262,194 98.8% Publix/Winn-Dixie John's Creek Shopping Center (3) 2003 2004 90,041 49.8% Publix Julington Village (5) 1999 1999 81,821 100.0% Publix Lynnhaven (5) 2001 2001 63,871 100.0% Publix Millhopper 1993 1974 84,065 98.5% Publix Newberry Square 1994 1986 180,524 96.5% Publix Ocala Corners (5) 2000 2000 86,772 100.0% Publix Old St. Augustine Plaza 1996 1990 175,459 99.4% Publix Palm Harbor Shopping Village (5) 1996 1991 172,758 99.7% Publix Pine Tree Plaza 1997 1999 60,787 100.0% Publix Regency Court 1997 1992 218,649 99.4% -- Starke 2000 2000 12,738 100.0% -- Vineyard Shopping Center (3) 2001 2002 62,821 83.8% Publix Miami / Ft. Lauderdale ---------------------- Aventura Shopping Center 1994 1974 102,876 89.5% Publix Berkshire Commons 1994 1992 106,354 98.6% Publix Garden Square 1997 1991 90,258 97.5% Publix Palm Trails Plaza 1997 1998 76,067 100.0% Winn-Dixie Pebblebrook Plaza (5) 2000 2000 76,767 100.0% Publix Shoppes @ 104 (5) 1998 1990 108,192 98.7% Winn-Dixie University Marketplace 1993 1990 129,121 93.3% Albertson's (4) Welleby 1996 1982 109,949 98.9% Publix Tampa / Orlando --------------- Bloomingdale 1998 1987 267,935 99.6% Publix East Towne Shopping Center (3) 2002 2003 69,841 78.2% Publix Kings Crossing Sun City (5) 1999 1999 75,020 100.0% Publix Mainstreet Square 1997 1988 107,134 87.7% Winn-Dixie Mariners Village 1997 1986 133,440 96.4% Winn-Dixie Marketplace St. Pete 1995 1983 90,296 98.8% Publix Peachland Promenade 1995 1991 82,082 94.1% Publix Regency Square Brandon 1993 1986 349,848 95.5% -- Regency Village (3), (5) 2000 2002 83,170 87.5% Publix Town Square 1997 1999 44,679 97.5% -- University Collection 1996 1984 106,899 95.3% Kash N Karry (4) Village Center 6 1995 1993 181,110 98.5% Publix Willa Springs Shopping Center 2000 2000 89,930 100.0% Publix West Palm Beach / Treasure Coast -------------------------------- Boynton Lakes Plaza 1997 1993 130,924 100.0% Winn-Dixie Chasewood Plaza 1993 1986 155,603 96.6% Publix East Port Plaza 1997 1991 235,842 56.3% Publix Martin Downs Village Center 1993 1985 121,946 100.0% -- Martin Downs Village Shoppes 1993 1998 49,773 86.3% -- Ocean Breeze 1993 1985 108,209 83.6% Publix Shops of San Marco (5) 2002 2002 91,537 100.0% Publix Town Center at Martin Downs 1996 1996 64,546 100.0% Publix Wellington Town Square 1996 1982 105,150 94.2% Publix -------------------- Subtotal/ Weighted Average (FL) 5,943,345 94.3% -------------------- CALIFORNIA Los Angeles / Southern CA ------------------------- Alameda Bridgeside Shopping Center (3) 2003 2004 103,510 56.7% Nob Hill Amerige Heights Town Center (5) 2000 2000 96,679 100.0% Albertson's Bear Creek Village Center (3) 2003 2004 81,219 65.6% Stater Brother Campus Marketplace (5) 2000 2000 144,288 100.0% Ralph's Costa Verde 1999 1988 178,622 100.0% Albertson's El Camino 1999 1995 135,883 100.0% Von's Food & Drug El Norte Parkway Pla 1999 1984 87,990 82.5% Von's Food & Drug Falcon Ridge (3) 2003 2004 245,857 21.3% Stater Brothers Friars Mission 1999 1989 146,897 100.0% Ralph's

Property Name Drug Store & Other Anchors > 10,000 Square Feet ------------------------------------------------------------------------------------------------------------------------------------ FLORIDA Ft. Myers / Cape Coral ---------------------- Grande Oak -- Jacksonville / North Florida ---------------------------- Anastasia Plaza (5) -- Beneva Village Shops Walgreens, Bealls, Harbor Freight Tools Bolton Plaza Wal-Mart Carriage Gate Leon County Tax Collector, TJ Maxx Courtyard Shopping Center Target Fleming Island Stein Mart Highland Square (5) Eckerd, Bailey's Powerhouse Gym, Beall's Outlet, Big Lots John's Creek Shopping Center (3) -- Julington Village (5) -- Lynnhaven (5) -- Millhopper Eckerd, Jo-Ann Fabrics Newberry Square Jo-Ann Fabrics, K-Mart Ocala Corners (5) -- Old St. Augustine Plaza Eckerd, Burlington Coat Factory Palm Harbor Shopping Village (5) Eckerd, Bealls Pine Tree Plaza -- Regency Court Comp Usa, Office Depot, Recreational Factory Warehouse, Sofa Express, Sports Authority Starke Eckerd Vineyard Shopping Center (3) -- Miami / Ft. Lauderdale ---------------------- Aventura Shopping Center Eckerd Berkshire Commons Walgreens Garden Square Eckerd Palm Trails Plaza -- Pebblebrook Plaza (5) Walgreens Shoppes @ 104 (5) Navarro Discount Pharmacies University Marketplace Beverly's Pet Center, Cafe Iguana Hollywood, Plej's Welleby Bealls Tampa / Orlando --------------- Bloomingdale Ace Hardware, Bealls, Wal-Mart East Towne Shopping Center (3) -- Kings Crossing Sun City (5) -- Mainstreet Square Walgreens Mariners Village Walgreens, La Fitness Marketplace St. Pete Dollar World Peachland Promenade -- Regency Square Brandon AMC Theatre, Dollar Tree, Marshalls, Michaels, S & K Famous Brands, Shoe Carnival, Staples, TJ Maxx Regency Village (3), (5) Walgreens Town Square Petco, Pier 1 Imports University Collection Eckerd, Dockside Imports, Jo-Ann Fabrics Village Center 6 Walgreens, Stein Mart Willa Springs Shopping Center -- West Palm Beach / Treasure Coast -------------------------------- Boynton Lakes Plaza World Gym Chasewood Plaza Bealls, Books-A-Million East Port Plaza Walgreens Martin Downs Village Center Bealls, Coastal Care Martin Downs Village Shoppes Walgreens Ocean Breeze Beall's Outlet, Coastal Care Shops of San Marco (5) Walgreens Town Center at Martin Downs -- Wellington Town Square Eckerd Subtotal/ Weighted Average (FL) CALIFORNIA Los Angeles / Southern CA ------------------------- Alameda Bridgeside Shopping Center (3) -- Amerige Heights Town Center (5) Target (4) Bear Creek Village Center (3) -- Campus Marketplace (5) Long's Drug, Discovery Isle Child Development Center Costa Verde Bookstar El Camino Sav-On Drugs El Norte Parkway Pla -- Falcon Ridge (3) Target (4) Friars Mission Long's Drug

7

Year Gross Year Con- Leasable Percent Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA Los Angeles / Southern CA ------------------------- (continued) Garden Village Shopping Center (5) 2000 2000 112,852 100.0% Albertson's Gelson's Westlake Market Plaza 2002 2002 84,468 84.7% Gelsons Hasley Canyon Village (3) 2003 2003 69,800 81.0% Ralph's Heritage Plaza 1999 1981 231,602 98.9% Ralph's Hermosa Beach (3), (5) 2003 2003 13,212 100.0% -- Morningside Plaza 1999 1996 91,600 100.0% Stater Brother Newland Center 1999 1985 149,174 100.0% Albertson's Oakbrook Plaza 1999 1982 83,279 98.2% Albertson's Park Plaza Shopping Center (5) 2001 1991 193,529 91.8% Von's Food & Drug Plaza Hermosa 1999 1984 94,940 100.0% Von's Food & Drug Rona Plaza 1999 1989 51,754 100.0% Food 4 Less Rosecrans & Inglewood 2002 2002 12,000 100.0% -- Santa Ana Downtown 1999 1987 100,305 98.8% Food 4 Less Seal Beach (5) 2002 1966 74,215 98.9% Safeway (4) Torrance Strouds 2002 2002 13,435 100.0% -- Twin Peaks 1999 1988 198,139 97.9% Albertson's Valencia Crossroads (3) 2002 2003 180,517 100.0% Whole Foods Ventura Village 1999 1984 76,070 100.0% Von's Food & Drug Victoria Gateway Center (3) 2003 2004 97,862 34.6% -- Vista Village Phase I & II (3) 2002 2003 164,262 84.7% -- Westlake Village Center 1999 1975 190,525 97.0% Von's Food & Drug Westridge (3) 2001 2003 97,286 95.9% Albertson's Woodman Van Nuys 1999 1992 107,614 100.0% Gigante San Francisco / Northern CA --------------------------- Blossom Valley 1999 1990 93,315 94.4% Safeway Clayton Valley (3) 2003 2004 236,683 83.2% Safeway Corral Hollow (5) 2000 2000 167,118 100.0% Safeway Diablo Plaza 1999 1982 63,214 100.0% Safeway (4) El Cerrito Plaza (5) 2000 2000 255,953 96.3% Albertson's (4) /Trader Joe's Encina Grande 1999 1965 102,499 93.8% Safeway Folsom Prairie City Crossing 1999 1999 93,134 91.3% Safeway Gilroy (3) 2002 2003 334,409 89.6% -- Loehmanns Plaza 1999 1983 113,310 100.0% Safeway (4) Powell Street Plaza 2001 1987 165,928 98.1% Trader Joe's San Leandro 1999 1982 50,432 100.0% Safeway (4) Sequoia Station 1999 1996 103,148 100.0% Safeway (4) Strawflower Village 1999 1985 78,827 100.0% Safeway Tassajara Crossing 1999 1990 146,188 100.0% Safeway The Shops of Santa Barbara 2003 2004 35,135 81.8% -- West Park Plaza 1999 1996 88,103 100.0% Safeway Woodside Central 1999 1993 80,591 100.0% -- -------------------- Subtotal/Weighted Average (CA) 5,917,372 90.8% -------------------- TEXAS Austin ------ Hancock 1999 1998 410,438 96.8% H.E.B. Market at Round Rock 1999 1987 123,046 95.8% Albertson's North Hills 1999 1995 144,019 100.0% H.E.B. Dallas / Ft. Worth ------------------ Addison Town Center (5) 2003 1993 183,983 79.2% Kroger Arapaho Village 1999 1997 103,033 82.8% Tom Thumb Bethany Park Place 1998 1998 74,066 100.0% Kroger Casa Linda Plaza 1999 1997 324,639 85.1% Albertson's Cooper Street 1999 1992 133,196 100.0% -- Creekside (5) 1998 1998 101,016 98.6% Kroger Hebron Park (5) 1999 1999 46,800 88.0% Albertson's (4) Hillcrest Village 1999 1991 14,530 100.0% -- Keller Town Center 1999 1999 114,937 96.7% Tom Thumb Lebanon/Legacy Center (3) 2000 2002 56,669 64.7% Albertson's (4) MacArthur Park Phase II (5) 1999 1999 198,443 100.0% Kroger Main Street Center (3) 2002 2002 42,821 70.1% Albertson's (4) Market at Preston Forest 1999 1990 90,171 100.0% Tom Thumb Matlock Center 2000 2000 40,068 91.8% Wal-Mart (4) Mills Pointe 1999 1986 126,186 85.3% Tom Thumb Mockingbird Common 1999 1987 120,321 91.1% Tom Thumb Northview Plaza 1999 1991 116,016 90.3% Kroger

Property Name Drug Store & Other Anchors > 10,000 Square Feet ------------------------------------------------------------------------------------------------------------------------------------ CALIFORNIA Los Angeles / Southern CA ------------------------- (continued) Garden Village Shopping Center (5) Rite Aid Gelson's Westlake Market Plaza -- Hasley Canyon Village (3) -- Heritage Plaza Sav-On Drugs, Hands On Bicycles, Inc., Total Woman Gym & Day Spa, Ace Hardware Hermosa Beach (3), (5) Sav-On Drugs Morningside Plaza -- Newland Center -- Oakbrook Plaza Long's Drug Park Plaza Shopping Center (5) Sav-On Drugs, Petco, Ross Dress For Less Plaza Hermosa Sav-On Drugs Rona Plaza -- Rosecrans & Inglewood -- Santa Ana Downtown Famsa, Inc. Seal Beach (5) Sav-On Drugs Torrance Strouds -- Twin Peaks Target Valencia Crossroads (3) Kohl's Ventura Village -- Victoria Gateway Center (3) Circuit City Vista Village Phase I & II (3) Krikorian Theatres, Staples (4) Westlake Village Center Sav-On Drugs Westridge (3) Beverages & More! Woodman Van Nuys -- San Francisco / Northern CA --------------------------- Blossom Valley Long's Drug Clayton Valley (3) Long's Drugs, Dollar Tree, Yardbirds Home Center Corral Hollow (5) Long's Drug, Orchard Supply & Hardware Diablo Plaza Long's Drug, Jo-Ann Fabrics El Cerrito Plaza (5) Long's Drug, Bed Bath & Beyond, Barnes & Noble, Copelands Sports, Petco, Ross Dress For Less Encina Grande Walgreens Folsom Prairie City Crossing -- Gilroy (3) Barnes & Noble, Bed Bath & Beyond, Beverages & Moore!, Kohl's, Michaels, Petsmart, Pier 1 Imports, Ross Dress For Less, Sportmart Loehmanns Plaza Long's Drug, Loehmann's Powell Street Plaza Circuit City, Copelands Sports, Ethan Allen, Jo-Ann Fabrics, Ross Dress For Less San Leandro -- Sequoia Station Long's Drug, Barnes & Noble, Old Navy, Wherehouse Music Strawflower Village Long's Drug Tassajara Crossing Long's Drug, Ace Hardware The Shops of Santa Barbara Circuit City West Park Plaza Rite Aid Woodside Central CEC Entertainment, Marshalls Subtotal/Weighted Average (CA) TEXAS Austin ------ Hancock Old Navy, Petco, Sears, 24 Hour Fitness Market at Round Rock -- North Hills -- Dallas / Ft. Worth ------------------ Addison Town Center (5) Babies R Us, New New Buffet, Petsmart Arapaho Village Arapaho Village Prof. Pharmacy Bethany Park Place -- Casa Linda Plaza Casa Linda Cafeteria, Colberts, Inc., Dollar Tree, Petco, 24 Hour Fitness Cooper Street Circuit City, Home Depot, Office Max Creekside (5) -- Hebron Park (5) -- Hillcrest Village -- Keller Town Center -- Lebanon/Legacy Center (3) -- MacArthur Park Phase II (5) Barnes & Noble, Gap, Linens N' Things Main Street Center (3) -- Market at Preston Forest Petco Matlock Center -- Mills Pointe -- Mockingbird Common -- Northview Plaza --

8

Year Gross Year Con- Leasable Percent Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor ------------------------------------------------------------------------------------------------------------------------------------ TEXAS Dallas / Ft. Worth ------------------ (continued) Preston Park 1999 1985 273,396 78.2% Tom Thumb Prestonbrook 1998 1998 91,274 100.0% Kroger Prestonwood Park 1999 1999 101,024 88.4% Albertson's (4) Rockwall (3) 2002 2004 65,644 0.0% Tom Thumb (4) Shiloh Springs 1998 1998 110,040 93.6% Kroger Signature Plaza (3) 2003 2004 28,795 0.0% Kroger (4) Southlake (5) 1998 1998 118,092 96.4% Kroger Southpark 1999 1997 147,088 98.0% Albertson's Trophy Club 1999 1999 106,607 85.3% Tom Thumb Valley Ranch Centre 1999 1997 117,187 86.7% Tom Thumb Houston ------- Alden Bridge 2002 1998 138,952 96.5% Kroger Atascocita Center (3) 2002 2003 94,180 77.5% Kroger Champions Forest 1999 1983 115,247 88.6% Randall's Food Cochran's Crossing 2002 1994 138,192 100.0% Kroger Fort Bend Center 2000 2000 30,164 76.4% Kroger (4) Indian Springs Center (3), (5) 2002 2003 135,756 63.8% H.E.B. Kleinwood Center (3) 2002 2003 152,906 72.5% H.E.B. Panther Creek 2002 1994 165,660 93.4% Randall's Food Spring West Center (3) 2003 2004 128,796 72.9% H.E.B. Sterling Ridge 2002 2000 128,643 100.0% Kroger Sweetwater Plaza (5) 2001 2000 134,045 100.0% Kroger -------------------- Subtotal/Weighted Average (TX) 5,086,086 88.1% -------------------- GEORGIA Atlanta ------- Ashford Place 1997 1993 53,450 98.6% -- Briarcliff La Vista 1997 1962 39,203 100.0% -- Briarcliff Village 1997 1990 187,156 98.5% Publix Buckhead Court 1997 1984 55,235 81.2% -- Cambridge Square Shopping Ctr 1996 1979 71,475 99.0% Kroger Cromwell Square 1997 1990 70,282 100.0% -- Cumming 400 1997 1994 126,900 95.9% Publix Delk Spectrum 1998 1991 100,539 100.0% Publix Dunwoody Hall 1997 1986 89,351 100.0% Publix Dunwoody Village 1997 1975 120,597 92.0% Fresh Market Killian Hill Center (5) 2000 2000 113,216 97.5% Publix Loehmanns Plaza 1997 1986 137,601 95.4% -- Memorial Bend Shopping Center 1997 1995 177,283 95.5% Publix Orchard Square (5) 1995 1987 93,222 94.9% Publix Paces Ferry Plaza 1997 1987 61,696 100.0% -- Powers Ferry Village 1997 1994 78,996 99.9% Publix Powers Ferry Square 1997 1987 97,705 91.6% -- Rivermont Station 1997 1996 90,267 100.0% Kroger Roswell Village (5) 1997 1997 145,334 83.7% Publix Russell Ridge 1994 1995 98,558 100.0% Kroger -------------------- Subtotal/Weighted Average (GA) 2,008,066 95.8% -------------------- OHIO Cincinnati ---------- Beckett Commons 1998 1995 121,498 100.0% Kroger Cherry Grove 1998 1997 195,497 89.3% Kroger Hyde Park 1997 1995 397,893 95.2% Kroger/Thriftway Regency Milford Center (5) 2001 2001 108,903 88.4% Kroger Shoppes at Mason 1998 1997 80,800 97.5% Kroger Westchester Plaza 1998 1988 88,181 100.0% Kroger Columbus -------- East Pointe 1998 1993 86,524 98.4% Kroger Kingsdale Shopping Center 1997 1999 270,470 58.9% Big Bear Kroger New Albany Center (5) 1999 1999 91,722 100.0% Kroger Maxtown Road (Northgate) 1998 1996 85,100 100.0% Kroger Park Place Shopping Center 1998 1988 106,833 96.3% Big Bear Windmiller Plaza Phase I 1998 1997 120,362 97.9% Kroger Worthington Park Centre 1998 1991 93,095 94.2% Kroger Toledo ------ Cherry Street Center 2000 2000 54,660 100.0% Farmer Jack -------------------- Subtotal/Weighted Average (OH) 1,901,538 90.6% --------------------

Property Name Drug Store & Other Anchors > 10,000 Square Feet ------------------------------------------------------------------------------------------------------------------------------------ TEXAS Dallas / Ft. Worth ------------------ (continued) Preston Park Gap, Williams Sonoma Prestonbrook -- Prestonwood Park -- Rockwall (3) -- Shiloh Springs -- Signature Plaza (3) -- Southlake (5) -- Southpark Bealls Trophy Club -- Valley Ranch Centre -- Houston ------- Alden Bridge Walgreens Atascocita Center (3) -- Champions Forest Eckerd Cochran's Crossing Eckerd Fort Bend Center -- Indian Springs Center (3), (5) -- Kleinwood Center (3) Walgreens Panther Creek Eckerd, Sears Paint & Hardware Spring West Center (3) -- Sterling Ridge Eckerd Sweetwater Plaza (5) Walgreens Subtotal/Weighted Average (TX) GEORGIA Atlanta ------- Ashford Place -- Briarcliff La Vista Michaels Briarcliff Village La-Z-Boy Furniture Galleries, Office Depot, Party City, Petco, TJ Maxx Buckhead Court -- Cambridge Square Shopping Ctr -- Cromwell Square CVS, Hancock Fabrics, Haverty's, Precision Fitness Equipment Cumming 400 Big Lots Delk Spectrum -- Dunwoody Hall Eckerd Dunwoody Village Walgreens, Dunwoody Prep Killian Hill Center (5) -- Loehmanns Plaza Walgreens, Dunwoody Prep Memorial Bend Shopping Center Hollywood Video, TJ Maxx Orchard Square (5) Harbor Freight Tools, Remax Elite Paces Ferry Plaza -- Powers Ferry Village CVS, Mardi Gras Powers Ferry Square CVS, Pearl Arts & Crafts Rivermont Station CVS Roswell Village (5) Eckerd Russell Ridge -- Subtotal/Weighted Average (GA) OHIO Cincinnati ---------- Beckett Commons Stein Mart Cherry Grove Hancock Fabrics, Shoe Carnival, TJ Maxx Hyde Park Walgreens, Barnes & Noble, Jo-Ann Fabrics, Famous Footwear, Michaels Regency Milford Center (5) -- Shoppes at Mason -- Westchester Plaza -- Columbus -------- East Pointe -- Kingsdale Shopping Center -- Kroger New Albany Center (5) -- Maxtown Road (Northgate) -- Park Place Shopping Center -- Windmiller Plaza Phase I Sears Orchard Worthington Park Centre Dollar Tree Toledo ------ Cherry Street Center -- Subtotal/Weighted Average (OH)

9

Year Gross Year Con- Leasable Percent Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor ------------------------------------------------------------------------------------------------------------------------------------ COLORADO Colorado Springs ---------------- Cheyenne Meadows (5) 1998 1998 89,893 100.0% King Soopers Monument Jackson Creek 1998 1999 85,263 100.0% King Soopers Woodmen Plaza 1998 1998 104,558 100.0% King Soopers Denver ------ Boulevard Center 1999 1986 88,511 92.0% Safeway (4) Buckley Square 1999 1978 111,146 100.0% King Soopers Centerplace of Greeley (3) 2002 2003 246,734 81.7% Safeway Crossroads Commons (5) 2001 1986 144,288 100.0% Whole Foods Hilltop Village (3) 2002 2003 100,048 84.9% King Soopers Leetsdale Marketplace 1999 1993 119,916 100.0% Safeway Littleton Square 1999 1997 94,257 100.0% King Soopers Lloyd King Center 1998 1998 83,326 100.0% King Soopers New Windsor Marketplace (3) 2002 2003 95,877 76.1% King Soopers Stroh Ranch 1998 1998 93,436 100.0% King Soopers Willow Creek Center (5) 2001 1985 166,421 97.9% Safeway -------------------- Subtotal/Weighted Average (CO) 1,623,674 94.2% -------------------- VIRGINIA Washington DC ------------- Ashburn Farm Market Center 2000 2000 91,905 100.0% Giant Cheshire Station 2000 2000 97,156 100.0% Safeway Signal Hill (3) 2003 2004 108,481 66.5% Shoppers Food Warehouse Somerset Crossing 2002 2002 104,553 100.0% Shoppers Food Warehouse Tall Oaks Village Center 2002 1998 69,331 100.0% Giant The Market at Opitz Crossing 2003 2003 149,810 99.3% Safeway Village Center at Dulles (5) 2002 1991 298,601 99.2% Shoppers Food Warehouse Other Virginia -------------- Brookville Plaza (5) 1998 1991 63,665 98.1% Kroger Hollymead Town Center (3) 2003 2004 155,207 39.0% Harris Teeter Statler Square Phase I 1998 1996 133,660 97.9% Kroger -------------------- Subtotal/Weighted Average (VA) 1,272,369 89.1% -------------------- NORTH CAROLINA Charlotte --------- Carmel Commons 1997 1979 132,651 93.2% Fresh Market Union Square Shopping Center 1996 1989 97,191 100.0% Harris Teeter Greensboro ---------- Kernersville Plaza 1998 1997 72,590 100.0% Harris Teeter Raleigh / Durham ---------------- Bent Tree Plaza (5) 1998 1994 79,503 100.0% Kroger Garner 1998 1998 221,776 100.0% Kroger Glenwood Village 1997 1983 42,864 89.7% Harris Teeter Lake Pine Plaza 1998 1997 87,691 100.0% Kroger Maynard Crossing 1998 1997 122,832 100.0% Kroger Southpoint Crossing 1998 1998 103,128 100.0% Kroger Woodcroft Shopping Center 1996 1984 89,835 100.0% Food Lion -------------------- Subtotal/Weighted Average (NC) 1,050,061 98.7% -------------------- WASHINGTON Seattle ------- Cascade Plaza (5) 1999 1999 217,657 99.2% Safeway Inglewood Plaza 1999 1985 17,253 100.0% -- James Center (5) 1999 1999 140,240 95.5% Fred Myer Padden Parkway Market Center (3) 2002 2003 88,569 75.9% Albertson's Pine Lake Village 1999 1989 102,953 100.0% Quality Foods Sammamish Highland 1999 1992 101,289 97.2% Safeway (4) South Point Plaza 1999 1997 190,355 97.5% Cost Cutters Southcenter 1999 1990 58,282 100.0% -- Thomas Lake 1999 1998 103,872 100.0% Albertson's -------------------- Subtotal/Weighted Average (WA) 1,020,470 96.4% --------------------

Property Name Drug Store & Other Anchors > 10,000 Square Feet ------------------------------------------------------------------------------------------------------------------------------------ COLORADO Colorado Springs ---------------- Cheyenne Meadows (5) -- Monument Jackson Creek -- Woodmen Plaza -- Denver ------ Boulevard Center One Hour Optical Buckley Square True Value Hardware Centerplace of Greeley (3) Kohl's, Ross Dress For Less, Target (4) Crossroads Commons (5) Eckerd, Barnes & Noble, Mann Theatres Hilltop Village (3) -- Leetsdale Marketplace -- Littleton Square Walgreens Lloyd King Center -- New Windsor Marketplace (3) -- Stroh Ranch -- Willow Creek Center (5) Family Fitness Centers, Gateway, Terri's Consign & Design Subtotal/Weighted Average (CO) VIRGINIA Washington DC ------------- Ashburn Farm Market Center -- Cheshire Station Petco Signal Hill (3) -- Somerset Crossing -- Tall Oaks Village Center -- The Market at Opitz Crossing Boat/Us, USA Discounters Village Center at Dulles (5) CVS, Advance Auto Parts, Chuck E. Cheese, Gold's Gym, Petco, Staples, The Thrift Store Other Virginia -------------- Brookville Plaza (5) -- Hollymead Town Center (3) Target (4) Statler Square Phase I Staples Subtotal/Weighted Average (VA) NORTH CAROLINA Charlotte --------- Carmel Commons Eckerd, Chuck E. Cheese, Party City Union Square Shopping Center CVS, Consolidated Theaters Greensboro ---------- Kernersville Plaza -- Raleigh / Durham ---------------- Bent Tree Plaza (5) -- Garner Office Max, Petsmart, Shoe Carnival, Target (4), United Artist Theater Glenwood Village -- Lake Pine Plaza -- Maynard Crossing -- Southpoint Crossing -- Woodcroft Shopping Center True Value Hardware Subtotal/Weighted Average (NC) WASHINGTON Seattle ------- Cascade Plaza (5) Bally Total Fitness, Fashion Bug, Jo-Ann Fabrics, Long's Drug, Ross Dress For Less Inglewood Plaza -- James Center (5) Rite Aid Padden Parkway Market Center (3) -- Pine Lake Village Rite Aid Sammamish Highland Bartell Drugs Store, Ace Hardware South Point Plaza Rite Aid, Office Depot, Pacific Fabrics, Pep Boys Southcenter Target (4) Thomas Lake Rite Aid Subtotal/Weighted Average (WA)

10

Year Gross Year Con- Leasable Percent Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor ------------------------------------------------------------------------------------------------------------------------------------ OREGON Portland -------- Cherry Park Market 1999 1997 113,518 91.7% Safeway Hillsboro Market Center (5) 2000 2000 150,356 92.5% Albertson's McMinnville Market Center (3) 2003 2003 74,400 83.5% Albertson's Murrayhill Marketplace 1999 1988 149,215 86.6% Safeway Sherwood Crossroads 1999 1999 84,266 95.7% Safeway Sherwood Market Center 1999 1995 124,257 98.3% Albertson's Sunnyside 205 1999 1988 53,094 98.1% -- Walker Center 1999 1987 89,609 94.0% -- -------------------- Subtotal/Weighted Average (OR) 838,715 92.2% -------------------- ARIZONA Phoenix ------- Anthem Marketplace 2003 2000 113,292 100.0% Safeway Anthem, The Shops 2003 2000 35,710 86.9% -- Palm Valley Marketplace (5) 2001 1999 107,629 96.3% Safeway Paseo Village 1999 1998 92,399 67.2% -- Pima Crossing 1999 1996 239,438 100.0% -- Stonebridge Center 2000 2000 30,236 75.9% Safeway (4) The Provinces 2000 2000 34,202 72.8% Safeway (4) -------------------- Subtotal/Weighted Average (AZ) 652,906 91.5% -------------------- ALABAMA Birmingham ---------- Southgate Village Shopping Ctr (5) 2001 1988 75,092 100.0% Publix Trace Crossing (3) 2001 2002 74,130 85.6% Publix Valleydale Village Shop Center (3) 2002 2003 118,466 66.5% Publix Village in Trussville 1993 1987 56,356 84.0% Bruno's Other Markets ------------- Phenix Crossing (3) 2003 2004 56,563 77.8% Publix The Marketplace Alex City 1993 1987 162,723 95.7% Winn-Dixie -------------------- Subtotal/Weighted Average (AL) 543,330 85.5% -------------------- TENNESSEE Nashville --------- Dickson (Hwy 46 & 70) 1998 1998 10,908 100.0% -- Harpeth Village Fieldstone 1997 1998 70,091 100.0% Publix Nashboro 1998 1998 86,811 95.2% Kroger Northlake Village I & II 2000 1988 151,629 92.5% Kroger Peartree Village 1997 1997 114,795 100.0% Harris Teeter West End Avenue 1998 1998 10,000 100.0% -- -------------------- Subtotal/Weighted Average (TN) 444,234 96.5% -------------------- ILLINOIS -------- Frankfort Crossing Shopping Center 2003 1992 107,734 98.2% Jewel Hinsdale 1998 1986 178,975 99.0% Dominick's Westbrook Commons 2001 1984 121,502 92.8% Dominicks -------------------- Subtotal/Weighted Average (IL) 408,211 97.0% -------------------- MICHIGAN -------- Fenton Marketplace 1999 1999 97,224 98.6% Farmer Jack Independence Square (3) 2003 2004 88,995 72.5% Kroger Lakeshore 1998 1996 85,940 85.0% Kroger Waterford Towne Center 1998 1998 96,101 91.3% Kroger -------------------- Subtotal/Weighted Average (MI) 368,260 87.2% -------------------- SOUTH CAROLINA -------------- Merchants Village (5) 1997 1997 79,724 100.0% Publix Murray Landing (3) 2002 2003 64,441 91.3% Publix Pelham Commons (3) 2002 2003 76,541 90.6% Publix Queensborough (5) 1998 1993 82,333 100.0% Publix Rosewood Shopping Center (5) 2001 2001 36,887 95.1% Publix -------------------- Subtotal/Weighted Average (SC) 339,926 95.7% --------------------

Property Name Drug Store & Other Anchors > 10,000 Square Feet ------------------------------------------------------------------------------------------------------- OREGON Portland -------- Cherry Park Market -- Hillsboro Market Center (5) Petsmart, Marshalls McMinnville Market Center (3) -- Murrayhill Marketplace Segal's Baby News Sherwood Crossroads -- Sherwood Market Center -- Sunnyside 205 -- Walker Center Sportmart Subtotal/Weighted Average (OR) ARIZONA Phoenix ------- Anthem Marketplace -- Anthem, The Shops Ace Hardware Palm Valley Marketplace (5) -- Paseo Village Walgreens Pima Crossing Bally Total Fitness, Chez Antiques, E & J Designer Shoe Outlet, Paddock Pools Store, Pier 1 Imports, Stein Mart Stonebridge Center -- The Provinces -- Subtotal/Weighted Average (AZ) ALABAMA Birmingham ---------- Southgate Village Shopping Ctr (5) Dollar General Trace Crossing (3) -- Valleydale Village Shop Center (3) -- Village in Trussville CVS Other Markets ------------- Phenix Crossing (3) -- The Marketplace Alex City Goody's Family Clothing Subtotal/Weighted Average (AL) TENNESSEE Nashville --------- Dickson (Hwy 46 & 70) Eckerd Harpeth Village Fieldstone -- Nashboro -- Northlake Village I & II CVS, Outside Nursery Space Peartree Village Eckerd, Office Max West End Avenue Walgreens Subtotal/Weighted Average (TN) ILLINOIS -------- Frankfort Crossing Shopping Center Ace Hardware Hinsdale Ace Hardware, Murray's Party Time Supplies Westbrook Commons -- Subtotal/Weighted Average (IL) MICHIGAN -------- Fenton Marketplace Michaels Independence Square (3) -- Lakeshore Rite Aid Waterford Towne Center -- Subtotal/Weighted Average (MI) SOUTH CAROLINA -------------- Merchants Village (5) -- Murray Landing (3) -- Pelham Commons (3) -- Queensborough (5) -- Rosewood Shopping Center (5) -- Subtotal/Weighted Average (SC)

11

Year Gross Year Con- Leasable Percent Property Name Acquired structed(1) Area (GLA) Leased (2) Grocery Anchor ------------------------------------------------------------------------------------------------------------------------------------ KENTUCKY -------- Franklin Square (5) 1998 1988 203,317 97.9% Kroger Shoppes of Ft Wright 2003 2003 20,360 93.1% -- Silverlake (5) 1998 1988 99,352 98.5% Kroger -------------------- Subtotal/Weighted Average (KY) 323,029 97.8% -------------------- DELAWARE -------- Pike Creek 1998 1981 229,510 99.5% Acme White Oak - Dover DE 2000 2000 10,908 100.0% -- -------------------- Subtotal/Weighted Average (DE) 240,418 99.5% -------------------- MARYLAND -------- Clinton Park (5) 2003 2003 188,243 90.2% Giant -------------------- Subtotal/Weighted Average (MD) 188,243 90.2% -------------------- NEW JERSEY ---------- Echelon Village Plaza 2000 2000 88,993 89.4% Genuardi's -------------------- Subtotal/Weighted Average (NJ) 88,993 89.4% -------------------- MISSOURI -------- St Ann Square 1998 1986 82,498 91.5% National -------------------- Subtotal/Weighted Average (MO) 82,498 91.5% -------------------- PENNSYLVANIA ------------ Hershey 2000 2000 6,000 100.0% -- -------------------- Subtotal/Weighted Average (PA) 6,000 100.0% -------------------- Total Weighted Average 30,347,744 92.2% ======================

Property Name Drug Store & Other Anchors > 10,000 Square Feet ------------------------------------------------------------------------------------------------- KENTUCKY -------- Franklin Square (5) Rite Aid, Chakeres Theatre, JC Penney, Office Depot Shoppes of Ft Wright -- Silverlake (5) -- Subtotal/Weighted Average (KY) DELAWARE -------- Pike Creek Eckerd, K-Mart White Oak - Dover DE Eckerd Subtotal/Weighted Average (DE) MARYLAND -------- Clinton Park (5) K-Mart Subtotal/Weighted Average (MD) NEW JERSEY ---------- Echelon Village Plaza -- Subtotal/Weighted Average (NJ) MISSOURI -------- St Ann Square Bally Total Fitness Subtotal/Weighted Average (MO) PENNSYLVANIA ------------ Hershey -- Subtotal/Weighted Average (PA) Total Weighted Average

(1) Or latest renovation. (2) Includes development properties. If development properties are excluded, the total percentage leased would be 95.4% for Company shopping centers. (3) Property under development or redevelopment. (4) Tenant owns its own building. (5) Owned by a partnership with outside investors in which Regency Centers, L.P. or an affiliate is the general partner. 12 Item 3. Legal Proceedings We are a party to various legal proceedings, which arise, in the ordinary course of our business. We are not currently involved in any litigation nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted for stockholder vote during the fourth quarter of 2003. PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters Our common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "REG". We currently have approximately 7,000 shareholders. The following table sets forth the high and low prices and the cash dividends declared on our common stock by quarter for 2003 and 2002.

2003 2002 ------------------------------------------- --------------------------------------------- Cash Cash Quarter High Low Dividends High Low Dividends Ended Price Price Declared Price Price Declared ------------------------------------------------------------------------------------------------------------------------- March 31 $ 33.53 30.40 .52 29.50 26.88 .51 June 30 35.72 32.41 .52 31.03 27.82 .51 September 30 36.95 34.09 .52 31.85 25.22 .51 December 31 40.43 35.56 .52 32.40 28.92 .51

We intend to pay regular quarterly distributions to our common stockholders. Future distributions will be declared and paid at the discretion of our Board of Directors, and will depend upon cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deem relevant. We anticipate that for the foreseeable future, cash available for distribution will be greater than earnings and profits due to non-cash expenses, primarily depreciation and amortization, to be incurred by us. Distributions by us to the extent of our current and accumulated earnings and profits for federal income tax purposes will be taxable to stockholders as either ordinary dividend income or capital gain income if so declared by us. Distributions in excess of earnings and profits generally will be treated as a non-taxable return of capital. Such distributions have the effect of deferring taxation until the sale of a stockholder's common stock. In order to maintain our qualification as a REIT, we must make annual distributions to stockholders of at least 90% of our taxable income. Under certain circumstances, which we do not expect to occur, we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We currently maintain the Regency Centers Corporation Dividend Reinvestment and Stock Purchase Plan which enables our stockholders to automatically reinvest distributions, as well as, make voluntary cash payments towards the purchase of additional shares. Under our loan agreement for our line of credit, distributions may not exceed 95% of Funds from Operations ("FFO") based on the immediately preceding four quarters. FFO is defined in accordance with the NAREIT definition available on their website at www.nareit.com. Also, in the event of any monetary default, we may not make distributions to stockholders. There were no sales of unregistered securities during the periods covered by this report other than a total of 135,985 shares issued during 2003 on a one-for-one basis for exchangeable common units of our operating partnership, Regency Centers L.P., pursuant to Section 4(2) of the Securities Act of 1933. 13 Item 6. Selected Consolidated Financial Data (in thousands, except per share data and number of properties) The following table sets forth Selected Consolidated Financial Data for Regency on a historical basis for the five years ended December 31, 2003. This information should be read in conjunction with the consolidated financial statements of Regency (including the related notes thereto) and Management's Discussion and Analysis of the Financial Condition and Results of Operations, each included elsewhere in this Form 10-K. This historical Selected Consolidated Financial Data has been derived from the audited consolidated financial statements.

2003 2002 2001 2000 1999 ---- ---- ---- ---- ---- Operating Data: Revenues $ 377,621 353,661 318,800 301,389 258,042 Operating expenses 196,926 176,061 164,272 149,432 123,244 Other expenses (income) 36,550 62,004 40,436 48,795 42,645 Minority interests 32,909 35,981 36,166 34,219 17,644 Income from continuing operations 111,236 79,615 77,926 68,943 74,509 Income from discontinued operations 19,553 30,909 22,738 18,668 15,337 Net income 130,789 110,524 100,664 87,611 89,846 Preferred stock dividends 4,175 2,858 2,965 2,817 2,245 Net income for common stockholders 126,614 107,666 97,699 84,794 87,601 Income per common share - diluted: Income from continuing operations $ 1.79 1.32 1.30 1.17 1.33 Net income for common stockholders $ 2.12 1.84 1.69 1.49 1.61 Balance Sheet Data: Real estate investments before accumulated depreciation $ 3,166,346 3,094,071 3,156,831 2,943,627 2,636,193 Total assets 3,098,229 3,068,928 3,109,314 3,035,144 2,654,936 Total debt 1,452,777 1,333,524 1,396,721 1,307,072 1,011,966 Total liabilities 1,562,530 1,426,349 1,478,811 1,390,796 1,068,806 Minority interests 254,721 420,859 411,452 418,933 338,881 Stockholders' equity 1,280,978 1,221,720 1,219,051 1,225,415 1,247,249 Other Information: Common dividends declared per share $ 2.08 2.04 2.00 1.92 1.84 Common stock outstanding including convertible preferred stock and operating partnership units 61,227 61,512 60,645 60,048 60,489 Company owned gross leasable area (GLA) 30,348 29,483 29,089 27,991 24,769 Number of properties owned 265 262 272 261 216 Ratio of earnings to fixed charges 2.1 1.8 1.7 1.7 1.9

14 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction and Strategic Overview ----------------------------------- Regency is a qualified real estate investment trust ("REIT"), which began operations in 1993. Our primary operating and investment goal is long-term growth in earnings per share and total shareholder return by focusing on a strategy of owning and operating grocery anchored shopping centers that are anchored by market-leading supermarkets, and that are located in areas with attractive demographics. Currently, our real estate investments before depreciation total $3.2 billion with 265 shopping centers in 22 states. At December 31, 2003, our gross leasable area ("GLA") totaled 30.3 million square feet and was 92.2% leased. Geographically, 19.6% of our GLA is located in Florida, 19.5% in California, 16.8% in Texas, 6.6% in Georgia, 6.3% in Ohio, and 31.2% spread throughout 17 other states. We own and operate our shopping centers through our operating partnership, Regency Centers, L.P. ("RCLP"), in which we currently own 98% of the operating partnership units. Regency's operating, investing and financing activities are generally performed by RCLP. We earn revenues and generate operating cash flow by leasing space to grocers and retail side-shop tenants in our shopping centers. We experience growth in revenues by increasing occupancy and rental rates at currently owned shopping centers, and by developing new shopping centers. A neighborhood center is a convenient, cost-effective distribution platform for food retailers. Grocery anchored centers generate substantial daily traffic and offer sustainable competitive advantages to their tenants. This high traffic generates increased sales, thereby driving higher occupancy, rental rates and rental-rate growth for Regency, which we expect to sustain our growth in earnings per share and increase the value of our portfolio over the long term. We seek a range of strong national, regional and local specialty tenants, for the same reason that we choose to anchor our centers with leading grocers. We have created a formal partnering process -- the Premier Customer Initiative ("PCI") -- to promote mutually beneficial relationships with our non-grocer specialty retailers. The objective of PCI is for Regency to build a base of specialty tenants who represent the "best-in-class" operators in their respective merchandising categories. Such tenants reinforce the consumer appeal and other strengths of a center's grocery anchor, help to stabilize a center's occupancy, reduce re-leasing downtime, reduce tenant turnover and yield higher sustainable rents. We primarily grow our shopping center portfolio through new shopping center development, where we acquire the land and construct the building. Development is customer-driven, meaning we generally have an executed lease from the anchor before we start construction. Developments serve the growth needs of our grocery and specialty retail customers, result in modern shopping centers with long-term leases from the grocery anchors and produce attractive returns on our invested capital. This development process can require up to 36 months from initial land or redevelopment acquisition through construction, lease-up and stabilization of rental income, depending upon the size of the project. Generally, anchor tenants begin operating their stores prior to construction completion of the entire center, resulting in rental income during the development phase. We intend to maintain a conservative capital structure to fund our growth programs without compromising our investment-grade ratings. Our approach is founded on our self-funding business model. This model utilizes center "recycling" as a key component. Our recycling strategy calls for us to re-deploy the proceeds from the sales of properties into new higher quality developments that we expect to generate sustainable revenue growth and more attractive returns on invested capital. Our commitment to maintaining a high-quality shopping center portfolio dictates that we continually assess the value of all of our properties and sell those that no longer meet our long-term investment standards. Joint venturing of shopping centers also provides us with a capital source for new development, as well as the opportunity to earn fees for asset and property management services. As asset manager, we are engaged by our partners to apply similar operating, investment, and capital strategies to the portfolios owned by the joint ventures. Joint ventures grow their shopping center investments through acquisitions from third parties or direct purchases of shopping centers from Regency. Although selling properties to joint ventures reduces our ownership interest, we continue to share in the risks and rewards of centers that meet our long-term investment strategy. Regency is not subject to liability and has no obligations or guarantees of the joint ventures beyond its ownership percentage. 15 We have identified certain significant risks and challenges affecting our industry, and we are addressing them accordingly. A further economic downturn could result in declines in occupancy levels at our shopping centers, which would reduce our rental revenues; however, we believe that our investment focus on grocery anchored shopping centers that provide daily necessities will minimize the impact of a downturn in the economy. Increased competition from super-centers such as Wal-Mart could result in grocery anchor closings or consolidations in the grocery store industry. We currently have 37 shopping centers, less than 15% of our portfolio, that operate within three miles of a super-center and we closely monitor their performance and tenants' sales. A slow down in our shopping center development program would reduce operating revenues and gains from sales. We believe that developing shopping centers in markets with strong demographics with leading grocery stores will enable us to continue to maintain our development program at historical averages. Shopping Center Portfolio ------------------------- The following table summarizes general operating statistics related to our shopping center portfolio, including properties partially owned in joint ventures that we use to evaluate and monitor our performance:

2003 2002 2001 ---- ---- ---- Number of Properties 265 262 272 Properties in Development 36 34 41 Gross Leaseable Area (GLA) 30,347,744 29,482,626 29,089,493 Percent Leased - All Properties 92.2% 91.5% 92.7% Percent Leased - Non development 95.4% 94.8% 94.9% Same Property Growth Rate 2.7% 3.0% 3.2% Lease Renewal Rate 75% 77% 71% Base Rent Growth on Re-Leasing 9.5% 10.8% 10.5%

A list of our shopping centers summarized by state and in order of largest holdings follows, including those properties that we partially own in joint ventures:

December 31, 2003 December 31, 2002 ----------------- ----------------- Location # Properties GLA % Leased # Properties GLA % Leased -------- ------------ --- -------- ------------ --- -------- Florida 50 5,943,345 94.3% 53 6,193,550 90.9% California 49 5,917,372 90.8% 43 5,125,030 91.4% Texas 41 5,086,086 88.1% 40 5,123,197 88.1% Georgia 20 2,008,066 95.8% 24 2,437,712 93.2% Ohio 14 1,901,538 90.6% 14 1,901,684 91.4% Colorado 14 1,623,674 94.2% 15 1,538,570 88.5% Virginia 10 1,272,369 89.1% 7 872,796 92.4% North Carolina 10 1,050,061 98.7% 12 1,225,201 97.6% Washington 9 1,020,470 96.4% 9 986,374 98.8% Oregon 8 838,715 92.2% 9 822,115 93.7% Arizona 7 652,906 91.5% 6 525,701 95.9% Alabama 6 543,330 85.5% 7 644,896 90.4% Tennessee 6 444,234 96.5% 6 444,234 95.3% Illinois 3 408,211 97.0% 2 300,477 96.1% Michigan 4 368,260 87.2% 3 279,265 92.6% South Carolina 5 339,926 95.7% 5 339,256 85.6% Kentucky 3 323,029 97.8% 2 304,659 96.6% Delaware 2 240,418 99.5% 2 240,418 99.0% Maryland 1 188,243 90.2% - - - New Jersey 1 88,993 89.4% 1 88,993 79.7% Missouri 1 82,498 91.5% 1 82,498 92.9% Pennsylvania 1 6,000 100.0% 1 6,000 100.0% --------------------------------------------------------------------------------------------------- Total 265 30,347,744 92.2% 262 29,482,626 91.5% ===================================================================================================

16 The following summarizes the four largest grocery tenants occupying our shopping centers, including those partially owned through joint ventures at December 31, 2003:

Percentage of Percentage of Grocery Number of Company- Annualized Anchor Stores (a) owned GLA (b) Base Rent (b) ------ ---------- ------------- ------------- Kroger 61 11.7% 8.2% Publix 53 8.1% 5.1% Safeway 47 6.1% 4.8% Albertsons 24 3.0% 2.4%

(a) Includes stores owned by the grocery anchor that are attached to our centers. (b) GLA includes 100% of the GLA in unconsolidated joint ventures. Annualized base rent includes only Regency's pro-rata share of rent from unconsolidated joint ventures. Liquidity and Capital Resources ------------------------------- General ------- We expect that cash generated from revenues will provide the necessary funds on a short-term basis to pay our operating expenses, interest expense, scheduled principal payments on outstanding indebtedness, recurring capital expenditures necessary to maintain our shopping centers properly, and distributions to stock and unit holders. Net cash provided by operating activities was $227.9 million, $188.7 million and $185.9 million for the years ended December 31, 2003, 2002 and 2001, respectively. During 2003, 2002, and 2001, we incurred capital expenditures of $13.5 million, $15.0 million and $11.8 million to maintain our shopping centers, paid scheduled principal payments of $13.5 million, $5.6 million and $6.1 million to our lenders, and paid dividends and distributions of $157.9 million, $158.5 million and $154.4 million to our share and unit holders, respectively. Although base rent is supported by long-term lease contracts, tenants who file bankruptcy are able to cancel their leases and close the related stores. In the event that a tenant with a significant number of leases in our shopping centers files bankruptcy and cancels its leases, we could experience a significant reduction in our revenues. We are not currently aware of any current or pending bankruptcy of any of our tenants that would cause a significant reduction in our revenues, and no tenant represents more than 10% of our annual base rental revenues. We expect to meet long-term capital requirements for maturing preferred units and debt, the acquisition of real estate, and the renovation or development of shopping centers from: (i) residual cash generated from operating activities after the payments described above, (ii) proceeds from the sale of real estate, (iii) joint venturing of real estate, (iv) refinancing of debt, and (v) equity raised in the private or public markets. Additionally, the Company has the right to call and repay, at par, outstanding preferred units five years after their issuance date, at the Company's discretion. We intend to continue to grow our portfolio through new development and acquisitions, either directly or through our joint venture relationships. Because development and acquisition activities are discretionary in nature, they are not expected to burden the capital resources we have currently available for liquidity requirements. Capital necessary to complete developments-in-process are funded from our line of credit. Regency expects that cash provided by operating activities, unused amounts available under our line of credit and cash reserves are adequate to meet short-term and committed long-term liquidity requirements. Shopping Center Development, Acquisitions and Sales --------------------------------------------------- At December 31, 2003, we had 36 projects under construction or undergoing major renovations, which, when completed, we expect to represent an investment of $693.9 million before the estimated reimbursement of certain tenant-related costs and projected sales proceeds from adjacent land and out-parcels of $122.7 million. Costs necessary to complete these developments will be $273.1 million, are generally already committed as part of existing construction contracts, and will be expended through 2006. These developments are approximately 61% complete and 76% pre-leased. The costs necessary to complete these developments will be funded from our line of credit which has a commitment amount of $600 million and a balance of $195.0 million at December 31, 2003. During 2003, we started $300.3 million of new development based on total costs that we expect to expend on these 18 centers through completion. During 2002, we started $335.5 million of new development representing 21 centers. 17 During 2003, we acquired four operating properties from third parties for $75.4 million, representing 2.4% of our consolidated assets at December 31, 2003. These properties were acquired in existing investment markets, are grocery anchored, and are owned entirely by Regency. Comparatively, we acquired five operating properties during 2002 for $106.7 million, or 3.5% of consolidated assets at December 31, 2002. These acquisitions did not have a significant impact on operations during 2003 and 2002. During 2003, we sold 18 retail centers to third parties for $170.7 million, compared with 41 retail centers sold for $339.1 million during 2002 as part of our asset recycling program. Of the centers sold in 2003, 14 were operating during 2003 and are included in discontinued operations in our accompanying consolidated statements of operations. All 41 centers sold during 2002 were operating and are included in discontinued operations. We also sold partial interests in 12 properties both in 2003 and 2002 to joint ventures for $232.9 million and $164.8 million, respectively, discussed further below under Investments in Real Estate Partnerships. We have an inventory of land out-parcels adjacent to our shopping centers that we routinely develop, lease, or sell. During 2003, sales related to out-parcels were $55.7 million compared to $31.8 million in 2002. Total gains from sales of real estate included in continuing operations and discontinued operations were $64.7 million in 2003, compared with $37.0 million in 2002. Investments in new developments and acquisitions, and proceeds from the sale of properties to third parties or partial sales to joint ventures are included in investing activities in the accompanying consolidated statements of cash flows. Net cash used in investing activities was $96.2 million for the year ended December 31, 2003. This compares with net cash provided by investing activities of $95.0 million in 2002 and net cash used in investing activities of $164.1 million in 2001. Investments in Real Estate Partnerships --------------------------------------- At December 31, 2003, we had investments in real estate partnerships of $140.5 million, primarily comprised of two partnerships, a 20% investment interest in Columbia Regency Retail Partners, LLC ("Columbia"), a joint venture with the Oregon State Treasury, and a 25% investment interest in Macquarie CountryWide-Regency, LLC ("MCWR"), a joint venture with an affiliate of Macquarie CountryWide Trust of Australia, a Sydney, Australia-based property trust. The purpose of these partnerships is to invest in retail shopping centers, and we have been engaged by our partners to provide asset and property management services. The following is a summary of unconsolidated combined assets and liabilities of these partnerships, and our pro-rata share at December 31, 2003, 2002 and 2001 ($ amounts in thousands):

2003 2002 2001 ---- ---- ---- Number of Joint Ventures 8 7 7 Regency's Ownership 20%-50% 20%-50% 20%-50% Number of Properties 46 34 20 Combined Assets $ 812,190 $ 568,839 $ 294,677 Combined Liabilities 336,340 177,457 73,472 Combined Equity 475,850 391,382 221,205 Combined Net Income 39,602 20,766 10,865 Regency's Share of: Assets $ 239,801 $ 182,377 $ 100,217 Liabilities 99,305 56,895 24,987 Equity 140,496 125,482 75,230 Net Income 11,276 5,765 3,439

At December 31, 2003, Columbia owned 13 shopping centers and had total assets of $295.0 million. Columbia acquired two shopping centers for $39.1 million from third parties during 2003 and sold one shopping center to a third party for $46.2 million. During 2002, Columbia acquired one shopping center from us for $19.5 million, for which we received cash of $15.6 million. At December 31, 2003, MCWR owned 26 shopping centers and had total assets of $412.4 million. During 2003, MCWR acquired 12 shopping centers from Regency for $232.9 million, for which we received cash of $79.4 million, and notes receivable of $95.3 million with a rate of LIBOR plus 1.5%, net of our 25% equity contribution of $58.2 million. During 2003, MCWR repaid $69.3 million of the notes and in February 2004, MCWR repaid an additional $10.5 million. MCWR is currently in the process of placing third party, fixed-rate mortgages on certain 18 properties, the proceeds of which will be used to repay the remaining balance of $15.5 million. We recognized gains on these sales of $25.7 million recorded as gain from sale of operating or development properties. During 2002, MCWR acquired 11 shopping centers from the Company for $145.2 million, for which we received net proceeds of $83.8 million and a note receivable of $25.1 million, net of our 25% equity contribution of $36.3 million. MCWR repaid the note receivable during 2003. The Company recognized gains on these sales of $11.1 million. During 2003, MCWR sold two shopping centers to third parties for $20.1 million. Recognition of gain from sales to joint ventures is recorded on only that portion of the sales not attributable to our ownership interest. The gains and operations are not recorded as discontinued operations because of our continuing involvement in these shopping centers. Columbia and MCWR intend to continue to acquire retail shopping centers, some of which they may acquire directly from us. For those properties acquired from third parties, we are required to contribute our pro-rata share of the purchase price to the partnership. Debt and Equity --------------- Outstanding debt at December 31, 2003 and 2002 consists of the following (in thousands):

2003 2002 ---- ---- Notes Payable: Fixed-rate mortgage loans $ 217,001 229,551 Variable-rate mortgage loans 41,629 24,998 Fixed-rate unsecured loans 999,147 998,975 -------------- --------------- Total notes payable 1,257,777 1,253,524 Unsecured line of credit 195,000 80,000 -------------- --------------- Total $ 1,452,777 1,333,524 ============== ===============

Mortgage loans are secured and may be prepaid, but could be subject to yield maintenance premiums. Mortgage loans are generally due in monthly installments of interest and principal, and mature over various terms through 2023. Variable interest rates on mortgage loans are currently based on LIBOR, plus a spread in a range of 125 to 150 basis points. Fixed interest rates on mortgage loans range from 5.65% to 9.5%. We have an unsecured line of credit (the "Line") with a commitment from our banks of $600 million and a current balance of $195 million. Interest rates paid on the Line, which are based on LIBOR plus .85%, were 1.975% and 2.288%, on December 31, 2003 and 2002, respectively. The spread that we pay on the Line is dependent upon maintaining specific investment-grade ratings. We are also required to comply, and are in compliance, with certain financial and other covenants customary with this type of unsecured financing. The Line is used primarily to finance the development of real estate, but is also available for general working capital purposes. The Line matures on April 30, 2004, but contains a one-year extension option. We have executed a commitment with the lead bank under the Line and expect to renew it for a term of three years from the original maturity date. As of December 31, 2003, scheduled principal repayments on notes payable and the Line were as follows (in thousands):

Scheduled Principal Term-Loan Total Scheduled Payments by Year Payments Maturities Payments -------------------------- ---------------------------------------------- 2004 (includes the Line balance) $ 5,344 419,340 424,684 2005 3,954 172,915 176,869 2006 3,476 20,783 24,259 2007 2,891 25,690 28,581 2008 2,697 19,618 22,315 Beyond five years 21,119 749,561 770,680 Unamortized debt premiums - 5,389 5,389 ---------------------------------------------- Total $ 39,481 1,413,296 1,452,777 ==============================================

Our investments in real estate partnerships had unconsolidated notes and mortgage loans payable of $322.2 million at December 31, 2003, and the Company's proportionate share of these loans was $74.4 million. We do not guarantee any debt of these partnerships beyond our ownership percentage. 19 We are exposed to capital market risk such as changes in interest rates. In order to manage the volatility related to interest-rate risk, we originate new debt with fixed interest rates, or we consider entering into interest-rate hedging arrangements. At December 31, 2003, 84% of our total debt had fixed interest rates, compared with 92% in 2002. We intend to limit the percentage of variable interest- rate debt to be no more than 30% of total debt, which we believe to be an acceptable risk. Based upon the variable interest-rate debt outstanding at December 31, 2003, if variable interest rates were to increase by 1%, our annual interest expense would increase by $2.4 million. We do not utilize derivative financial instruments for trading or speculative purposes. We account for derivative instruments under Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" as amended ("Statement 133"). We have $200 million of 7.4% unsecured debt maturing April 1, 2004. We currently expect to refinance at least $150 million with comparable securities at the maturity date with terms up to 10 years, but at a lower fixed interest rate, and repay any remaining amounts from the Line. In July and September 2003, we entered into two forward-starting interest-rate swaps of $96.5 million and $47.7 million, respectively. We designated the aggregate $144.2 million swaps as a hedge to fix the rate on our financing, which we expect to complete on April 1, 2004. The fair value of the swaps was an asset of $174,747 as of December 31, 2003, and is recorded in other assets in our accompanying consolidated balance sheet. The swaps qualify for hedge accounting under Statement 133; therefore, we record changes in fair value through other comprehensive income. No hedge ineffectiveness has been incurred or recognized to date on these swaps. Amounts that we have reported in accumulated other comprehensive income related to these swaps will be reclassified to interest expense as interest payments are made on the related debt. On August 18, 2003, we issued 3,600,000 shares of common stock at $35.96 per share in a public offering. The proceeds of $129.5 million net of offering costs were used to redeem $80 million, or 100%, of the Series A Preferred Units and to reduce the outstanding balance of the Line. At the time of the redemption, $1.2 million of previously deferred costs related to the original preferred units' issuance were expensed in the consolidated statement of operations as a component of minority interest preferred units. On June 24, 2003, we purchased 4,606,880 shares of common stock for $150 million from Security Capital pursuant to a Purchase and Sale Agreement dated June 11, 2003. The purchase was funded from the Line. On April 3, 2003, we received proceeds from a $75 million offering of 3,000,000 depositary shares representing Series 3 Cumulative Redeemable Preferred Stock. The depositary shares are not convertible into common stock of the Company and are redeemable at par upon Regency's election on or after April 3, 2008, pay a 7.45% annual dividend and have a liquidation value of $25 per depositary share. In March 2003, we redeemed $35 million of Series C 9% Preferred Units and $40 million of Series E 8.75% Preferred Units in a negotiated transaction. The redemptions were portions of each series, and we paid a 1% premium on the face value of the redeemed units totaling $750,000. At the time of redemption, the premium and $1.9 million of previously deferred costs related to the original preferred units' issuance were expensed in the consolidated statement of operations as a component of minority interest of preferred units. The redemption was funded from proceeds from the Line. We have issued Preferred Units in various amounts since 1998, the net proceeds of which we used to reduce the balance of the Line. We sold the issues primarily to institutional investors in private placements. The Preferred Units, which may be called by us after certain dates ranging from 2004 to 2005, have no stated maturity or mandatory redemption, and they pay a cumulative, quarterly dividend at fixed rates ranging from 8.75% to 9.125%. At any time after 10 years from the date of issuance, the Preferred Units may be exchanged by the holders for Cumulative Redeemable Preferred Stock at an exchange rate of one share for one unit. The Preferred Units and the related Preferred Stock are not convertible into Regency common stock. At December 31, 2003 and 2002 the face value of total Preferred Units issued was $229 million and $384 million, respectively, with an average fixed distribution rate of 8.88% and 8.72%, respectively. Included in Preferred Units are original issuance costs of $5.5 million that will be expensed as the underlying Preferred Units are redeemed in the future. In summary, net cash used in financing activities related to the debt and equity activity discussed above was $158.2 million, $255.0 million and $94.9 million for the years ended December 31, 2003, 2002 and 2001, respectively. 20 Critical Accounting Policies and Estimates ------------------------------------------ Knowledge about our accounting policies is necessary for a complete understanding of our financial results, and discussions and analysis of these results. The preparation of our financial statements requires that we make certain estimates that impact the balance of assets and liabilities at a financial statement date and the reported amount of income and expenses during a financial reporting period. These accounting estimates are based upon our judgments and are considered to be critical because of their significance to the financial statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness. However, the amounts we may ultimately realize could differ from such estimates. Capitalization of Costs - We have an investment services group with an established infrastructure that supports the due diligence, land acquisition, construction, leasing and accounting of our development properties. All direct costs related to these activities are capitalized. Included in these costs are interest and real estate taxes incurred during construction, as well as estimates for the portion of internal costs that are incremental and deemed directly or indirectly related to our development activity. If future accounting standards limit the amount of internal costs that may be capitalized, or if our development activity were to decline significantly without a proportionate decrease in internal costs, we could incur a significant increase in our operating expenses. Valuation of Real Estate Investments - Our long-lived assets, primarily real estate held for investment, are carried at cost unless circumstances indicate that the carrying value of the assets may not be recoverable. We review long-lived assets for impairment whenever events or changes in circumstances indicate such an evaluation is warranted. The review involves a number of assumptions and estimates used to determine whether impairment exists. Depending on the asset, we use varying methods such as i) estimating future cash flows, ii) determining resale values by market, or iii) applying a capitalization rate to net operating income using prevailing rates in a given market. These methods of determining fair value can fluctuate significantly as a result of a number of factors, including changes in the general economy of those markets in which we operate, tenant credit quality and demand for new retail stores. If we determine that impairment exists due to our inability to recover an asset's carrying value, a provision for loss is recorded to the extent that the carrying value exceeds estimated fair value. Discontinued Operations - The application of current accounting principles that govern the classification of any of our properties as held for sale on the balance sheet, or the presentation of results of operations and gains on the sale of these properties as discontinued, requires management to make certain significant judgments. In evaluating whether a property meets the criteria set forth by Financial Accounting Standards Board ("FASB") Statement No. 144 "Accounting for the Impairment and Disposal of Long-Lived Assets" ("Statement 144"), the Company makes a determination as to the point in time that it can be reasonably certain that a sale will be consummated. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow potential buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain other matters critical to the final sale, such as financing arrangements, often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period, if at all. Due to these uncertainties, it is not likely that the Company can meet the criteria of Statement 144 prior to the sale formally closing. Therefore, any properties categorized as held for sale represent only those properties that management has determined are probable to close within the requirements set forth in Statement 144. The Company also makes judgments regarding the extent of involvement it will have with a property subsequent to its sale, in order to determine if the results of operations and gain/loss on sale should be reflected as discontinued. Consistent with Statement 144, any property sold to an entity in which the Company has significant continuing involvement (most often joint ventures) are not considered to be discontinued. In addition, any property which the Company sells to an unrelated third party, but retains a property or asset management function, is also not considered discontinued. Thus, only properties sold, or to be sold, to unrelated third parties for which the Company, in its judgment, has no continuing involvement are classified as discontinued. Income Tax Status - The prevailing assumption underlying the operation of our business is that we will continue to operate so as to qualify as a REIT, defined under the Internal Revenue Code. We are required to meet certain income and asset tests on a periodic basis to ensure that we continue to qualify as a REIT. As a REIT, we are allowed to reduce taxable income by all or a portion of our distributions to stockholders. We evaluate the transactions that we enter into and determine their impact on our REIT status. Determining our taxable income, calculating distributions, and evaluating transactions requires us to make certain judgments and estimates as to the positions we take in our interpretation of the Internal Revenue Code. Because many types of transactions are susceptible to varying interpretations under federal and state income tax laws and regulations, our positions are subject to change at a later date upon final determination by the taxing authorities. 21 New Accounting Pronouncements ----------------------------- In December 2003, the FASB issued Interpretation No. 46 ("FIN 46") (revised December 2003 ("FIN 46R")), "Consolidation of Variable Interest Entities", which addresses how a business enterprise should evaluate whether it has controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FIN 46, which was issued in January 2003. FIN 46R is applicable immediately to a variable interest entity created after January 31, 2003 and as of the first interim period ending after March 15, 2004 to those variable interest entities created before February 1, 2003 and not already consolidated under FIN 46 in previously issued financial statements. We did not create any variable interest entities after January 31, 2003. We have analyzed the applicability of this interpretation to our structures created before February 1, 2003 and we do not believe its adoption will have a material effect on our results of operations. In May 2003, the FASB issued Statement of Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("Statement 150"). Statement 150 affects the accounting for certain financial instruments, including requiring companies having consolidated entities with specified termination dates to treat minority owners' interests in such entities as liabilities in an amount based on the fair value of the entities. Although Statement 150 was originally effective July 1, 2003, the FASB has indefinitely deferred certain provisions related to classification and measurement requirements for mandatorily redeemable financial instruments that become subject to Statement 150 solely as a result of consolidation including minority interests of entities with specified termination dates. As a result, Statement 150 has no impact on the Company's consolidated statements of operations for the year ended December 31, 2003. At December 31, 2003, we held a majority interest in five consolidated entities with specified termination dates ranging from 2012 to 2049. The minority owners' interests in these entities are to be settled upon termination by distribution of either cash or specific assets of the underlying entities. The estimated fair value of minority interests in these entities was $8.5 million as compared to the carrying value of $4.7 million. We have no other financial instruments that currently are affected by Statement 150. Results from Operations ----------------------- Comparison of 2003 to 2002 At December 31, 2003, we were operating or developing 265 shopping centers. We identify our shopping centers as either development properties or stabilized properties. Development properties are defined as properties that are in the construction and initial lease-up process and are not yet fully leased (fully leased generally means greater than 93% leased) or occupied. Stabilized properties are those properties that are generally greater than 93% leased and, if they were developed, are more than three years beyond their original development start date. At December 31, 2003, we had 229 stabilized shopping centers that were 95.4% leased. Our revenues increased by $24.0 million, or 7%, to $377.6 million in 2003. This increase was related to changes in occupancy from 91.5% to 92.2% for the combined portfolio of stabilized and development properties, growth in re-leasing rental rates, and revenues from new developments commencing operations in 2003, net of a reduction in revenues from properties sold. In 2003, our rental rates grew by 9.5% from renewal leases and new leases replacing previously occupied spaces in the stabilized properties. In addition to collecting minimum rent from our tenants for the GLA that they lease from us, we also collect contingent rent based upon tenant sales, which we refer to as percentage rent. Tenants are also responsible for reimbursing us for their pro-rata share of the expenses associated with operating our shopping centers. In 2003, our minimum rent increased by $12.7 million, or 5%, and our recoveries from tenants increased $4.6 million, or 6%. Percentage rent was $4.5 million in 2003 compared with $5.2 million in 2002, the reduction primarily related to renewing anchor tenant leases with minimum rent increases which had a corresponding reduction to percentage rent. Our operating expenses increased by $20.9 million, or 12%, to $196.9 million in 2003. Our combined operating, maintenance, and real estate taxes increased by $5.7 million, or 7%, during 2003 to $93.0 million. This increase was primarily due to new developments that incurred operating expenses for only a portion of the previous year and general increases in operating expenses on the stabilized properties. Our general and administrative expenses were $24.2 million during 2003, compared with $22.8 million in 2002, or 6% higher, a result of general salary and benefit increases. Our depreciation and amortization expense increased $6.9 million during the current year related to new development properties placed in service during 2003. Our net interest expense decreased to $84.0 million in 2003 from $84.2 million in 2002. Average interest rates on our outstanding debt declined to 6.64% at December 31, 2003 compared with 6.93% at December 31, 2002, primarily due to reductions in the LIBOR rate. Our average fixed interest rates were 7.54% at December 31, 2003, compared with 7.51% at December 31, 2002. Our weighted average outstanding debt during 2003 was $1.436 billion compared with $1.392 billion in 2002. 22 We account for profit recognition on sales of real estate in accordance with FASB Statement No. 66, "Accounting for Sales of Real Estate." Profits from sales of real estate will not be recognized by us unless a sale has been consummated; the buyer's initial and continuing investment is adequate to demonstrate a commitment to pay for the property; we have transferred to the buyer the usual risks and rewards of ownership; and we do not have substantial continuing involvement with the property. Gains from the sale of operating and development properties were $48.7 million in 2003 related to the sale of 16 properties for $299.9 million. During 2002, we recorded gains of $20.9 million related to the sale of 12 properties for $164.8 million. These gains are included in continuing operations rather than discontinued operations because they were either development properties that had no operating income, or they were sold to joint ventures where we have a continuing minority investment. We review our real estate portfolio for impairment whenever events or changes in circumstances indicate that we may not be able to recover the carrying amount of an asset. We determine whether impairment has occurred by comparing the property's carrying value to an estimate of fair value based upon methods described in our Critical Accounting Policies. In the event a property is impaired, we write down the asset to fair value for "held-and-used" assets and to fair value less costs to sell for "held-for-sale" assets. During the years ended December 31, 2003 and 2002, we recorded provisions for losses of approximately $2.0 million and $4.4 million, respectively, of which $719,345 and $3.3 million, respectively, were reclassed to operating income from discontinued operations after the related properties were sold. Our income from discontinued operations was $19.6 million in 2003 related to 14 centers sold to third parties for $103.7 million, which produced gains on sale of $16.0 million. In compliance with the adoption of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("Statement 144") in January 2002, if we sell an asset in the current year, we are required to reclassify its operating income into discontinued operations for all prior periods. This practice results in a reclassification of amounts previously reported as continuing operations into discontinued operations. Reclassified operating income from discontinued operations was $14.8 million in 2002, compared with $10.0 million previously reported for 2002, a result of reclassifying the historical operations of the properties sold in 2003. During 2002, we sold 41 properties for $339.1 million to third parties, which resulted in a gain of $16.1 million. Our operating income and gains on sales from discontinued operations are shown net of minority interest of exchangeable partnership units totaling $461,568 and $782,799 for the years ended December 31, 2003 and 2002, respectively. Net income for common stockholders was $126.6 million in 2003, compared with $107.7 million in 2002, or an 18% increase for the reasons previously discussed. Diluted earnings per share were $2.12 in 2003, compared with $1.84 in 2002, or 15% higher, related to the increase in net income offset by an increase in weighted average common shares of 803,719 shares. Comparison of 2002 to 2001 At December 31, 2002, we were operating or developing 262 shopping centers, and we had 228 stabilized shopping centers that were 94.8% leased. Our revenues increased $34.9 million, or 11%, to $353.7 million in 2002. This increase was due primarily to growth in re-leasing rental rates and revenue from new developments commencing operations in 2002, net of a reduction in revenues from properties sold. In 2002, our rental rates grew by 10.8%. Our minimum rent increased by $23.5 million, or 10%, and our recoveries from tenants increased by $8.3 million, or 12%. Our percentage rent was $5.2 million in 2002 compared with $5.6 million in 2001 the reduction primarily related to renewing anchor tenant leases with minimum rent increases which had a corresponding reduction to percentage rent, and in certain cases reduced tenant sales. Our operating expenses increased by $11.8 million, or 7%, to $176.1 million in 2002. Our combined operating, maintenance, and real estate taxes increased by $8.4 million, or 11%, during 2002 to $87.3 million. The increase was primarily due to new developments that incurred expenses for only a portion of the previous year and general increases in operating expenses on our stabilized properties. Our general and administrative expenses were $22.8 million during 2002, compared with $19.8 million in 2001, or 15% higher, as a result of opening several branch offices in new markets and general salary and benefit increases. Our depreciation and amortization expense increased by $7.4 million during 2002 related to new development properties placed in service during 2002 and initial depreciation of operating properties previously classified as "held for sale" that no longer meet the criteria under Statement 144. 23 Gains from the sale of our operating and development properties were $20.9 million in 2002 related to the sale of 12 properties for $164.8 million. During 2001, we recorded gains of $28.8 million related to the sale of 13 properties for $123.0 million. These gains are included in continuing operations rather than discontinued operations because they were either development properties that had no operating income, or they were sold to joint ventures where we have a continuing minority investment. Our net interest expense increased to $84.2 million in 2002 from $67.6 million in 2001, or 25%. This increase was primarily due to higher average outstanding debt balances and lower interest capitalization on new developments. Average interest rates on our outstanding debt declined to 6.93% at December 31, 2002, from 7.27% at December 31, 2001. Our income from discontinued operations was $30.9 million in 2002 compared with $22.7 million in 2001. Income from discontinued operations includes gains from the sale of properties of $16.1 million in 2002 as previously discussed. Statement 144 was implemented during 2002, and therefore, no gains or losses from the sales of assets in 2001 were reported under discontinued operations in 2001. Operating income and gains on sales included in discontinued operations are shown net of minority interest of exchangeable partnership units totaling $782,799 and $586,856 for the years ended December 31, 2002 and 2001, respectively. Net income for common stockholders was $107.7 million in 2002, compared with $97.7 million in 2001, or a 10% increase for the reasons previously discussed. Diluted earnings per share were $1.84 in 2002, compared with $1.69 in 2001, or 9% higher, as a result of the increase in net income offset by an increase in weighted average common shares of 1,159,955 shares. Environmental Matters --------------------- We are subject to numerous environmental laws and regulations and we are primarily concerned with dry cleaning plants that currently operate or have operated at our shopping centers in the past. We believe that the tenants who currently operate plants do so in accordance with current laws and regulations. Generally, we use all legal means to cause tenants to remove dry cleaning plants from our shopping centers or convert them to environmentally approved systems. Where available, we have applied and been accepted into state-sponsored environmental programs. We have a blanket environmental insurance policy that covers us against third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also placed environmental insurance, where possible, on specific properties with known contamination, in order to mitigate our environmental risk. We believe that the ultimate disposition of currently known environmental matters will not have a material effect on Regency's financial position, liquidity, or operations; however, we can give no assurance that existing environmental studies with respect to our shopping centers have revealed all potential environmental liabilities; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us. Inflation --------- Inflation has remained relatively low and has had a minimal impact on the operating performance of our shopping centers; however, substantially all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling us to receive percentage rentals based on tenants' gross sales, which generally increase as prices rise; and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses are often related to increases in the consumer price index or similar inflation indices. In addition, many of our leases are for terms of less than 10 years, which permits us to seek increased rents upon re-rental at market rates. Most of our leases require tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, and insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. 24 Item 7a. Quantitative and Qualitative Disclosures about Market Risk Market Risk ----------- We are exposed to interest-rate changes primarily related to the variable interest rate on the line of credit and the refinancing of long-term debt which currently contain fixed interest rates. Our interest-rate risk management objective is to limit the impact of interest-rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest-rate swaps, caps and treasury locks in order to mitigate our interest-rate risk on a related financial instrument. We have no plans to enter into derivative or interest-rate transactions for speculative purposes. Our interest-rate risk is monitored using a variety of techniques. The table below presents the principal cash flows (in thousands), weighted average interest rates of remaining debt, and the fair value of total debt (in thousands), by year of expected maturity to evaluate the expected cash flows and sensitivity to interest-rate changes.

Fair 2004 2005 2006 2007 2008 Thereafter Total Value ---- ---- ---- ---- ---- ---------- ----- ----- Fixed rate debt $ 213,055 151,869 24,259 28,581 22,315 770,680 1,210,759 1,280,502 Average interest rate for all debt 7.60% 7.60% 7.60% 7.59% 7.61% 7.61% - - Variable rate LIBOR debt $ 211,629 25,000 - - - - 236,629 236,629 Average interest rate for all debt 2.49% 2.49% - - - - - -

As the table incorporates only those exposures that exist as of December 31, 2003, it does not consider those exposures or positions, which could arise after that date. Moreover, because firm commitments are not presented in the table above, the information presented above has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest-rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates. Item 8. Consolidated Financial Statements and Supplementary Data The Consolidated Financial Statements and supplementary data included in this Report are listed in Part IV, Item 15(a). Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9a. Controls and Procedures Under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report, and, based on their evaluation, the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. 25 PART III Item 10. Directors and Executive Officers of the Registrant Information concerning the directors of Regency is incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2004 Annual Meeting of Shareholders. Information concerning the executive officers of Regency is provided below. MARTIN E. STEIN, JR. Mr. Stein, age 51, is Chairman of the Board and Chief Executive Officer of Regency. He served as President of Regency from its initial public offering in October 1993 until December 31, 1998. Mr. Stein also served as President of Regency's predecessor real estate division since 1981, and Vice President from 1976 to 1981. He is a director of Patriot Transportation Holding, Inc., a publicly held transportation and real estate company, and Stein Mart, Inc., a publicly held upscale discount retailer. MARY LOU FIALA. Mrs. Fiala, age 52, became President and Chief Operating Officer of Regency in January 1999. Before joining Regency she was Managing Director - Security Capital U.S. Realty Strategic Group from March 1997 to January 1999. Mrs. Fiala was Senior Vice President and Director of Stores, New England - Macy's East/Federated Department Stores from 1994 to March 1997. From 1976 to 1994, Mrs. Fiala held various merchandising and store operations positions with Macy's/Federated Department Stores. Mrs. Fiala is a member of the board of trustees of the International Council of Shopping Centers and the University of North Florida Foundation. BRUCE M. JOHNSON. Mr. Johnson, age 56, has been Managing Director and Chief Financial Officer of Regency since its initial public offering in October 1993. Mr. Johnson also served as Executive Vice President of Regency's predecessor real estate division from 1979 to 1993. He is a director of Brooks Rehabilitation Hospital, a private not for profit rehabilitation hospital, and its private parent company Brooks Health Systems. Audit Committee, Independence, Financial Experts. Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2004 Annual Meeting of Shareholders. Compliance with Section 16(a) of the Exchange Act. Information concerning filings under Section 16(a) of the Exchange Act by the directors or executive officers of Regency is incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2004 Annual Meeting of Shareholders. Code of Ethics. We have adopted a code of ethics applicable to our principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our web site at "www.regencycenters.com." We intend to post notice of any waiver from, or amendment to, any provision of our code of ethics on our web site. Item 11. Executive Compensation Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2004 Annual Meeting of Shareholders. 26 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Equity Compensation Plan Information

(a) (b) (c) ---------------------- -------------------------- --------------------------- Number of Number of securities securities to be remaining available for Issued upon Future issuance under exercise of Weighted-average equity compensation outstanding exercise price of plans (excluding options, warrants outstanding options, securities reflected in Plan Category and rights warrants and rights(1) column (a)) ------------------------------------- ---------------------- -------------------------- --------------------------- Equity compensation plans approved by security holders 2,496,290 $32.13 4,610,564(2) Equity compensation plans not approved by security holders N/A N/A 10,395 ---------------------- -------------------------- --------------------------- Total 2,496,290 $32.13 4,620,959 ====================== ========================== ===========================

(1) The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock. (2) Our Long Term Omnibus Plan, as amended and approved by shareholders at our 2003 annual meeting, provides for the issuance of up to 5.0 million shares of common stock or stock options for stock compensation; however, outstanding unvested grants plus vested but unexercised options cannot exceed 12% of our outstanding common stock and common stock equivalents (excluding options and other stock equivalents outstanding under the plan). The plan permits the grant of any type of share-based award but limits restricted stock awards, stock rights awards, performance shares, dividend equivalents settled in stock and other forms of stock grants to 2,750,000 shares, of which 2,360,564 shares were available at December 31, 2003 for future issuance. Our Stock Grant Plan for non-key employees is the only equity compensation plan that our shareholders have not approved. This Plan provides for the award of a stock bonus of a specified value to each non-key employee on the 1st anniversary date and every 5th anniversary date of their employment. For example, each non-manager employee receives $500 in shares at the specified anniversary dates based on the average fair market value of Regency's common stock for the most recent quarter prior to the anniversary date. A total of 30,000 shares of common stock have been reserved for issuance under this Plan, of which 10,395 shares were available for issuance at December 31, 2003. Information about security ownership is incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2004 Annual Meeting of Shareholders. Item 13. Certain Relationships and Related Transactions Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2004 Annual Meeting of Shareholders. Item 14. Principal Accounting Fees and Services Incorporated herein by reference to Regency's definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K with respect to its 2004 Annual Meeting of Shareholders. 27 PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Financial Statements and Financial Statement Schedules: Regency's 2003 financial statements and financial statement schedule, together with the report of KPMG LLP are listed on the index immediately preceding the financial statements at the end of this report. (b) Reports on Form 8-K: Form 8-K dated November 4, 2003 furnishing Regency's earnings release for the quarter ended September 30, 2003 and supplemental information. (c) Exhibits: 3. Articles of Incorporation and Bylaws (i) Restated Articles of Incorporation of Regency Centers Corporation as amended to date. (ii) Restated Bylaws of Regency Centers Corporation (incorporated by reference to Exhibit 3 of the Company's Form 10-Q filed November 7, 2000). 4. (a) See exhibits 3(i) and 3(ii) for provisions of the Articles of Incorporation and Bylaws of Regency Centers Corporation defining rights of security holders. (b) Indenture dated July 20, 1998 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-4 of Regency Centers, L.P., No. 333-63723). (c) Indenture dated March 9, 1999 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.1 to the registration statement on Form S-3 of Regency Centers, L.P., No. 333-72899). (d) Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by referenced to Exhibit 4.4 of Form 8-K of Regency Centers, L.P. filed December 10, 2001, File No. 0-24763). 10. Material Contracts ~(a) Regency Centers Corporation Amended and Restated Long Term Omnibus Plan (incorporated by reference to Appendix 1 to Regency's 2003 annual meeting proxy statement filed April 3, 2003). (i) Amendment No. 1 to Regency Centers Corporation Long Term Omnibus Plan. ~(b) Form of Stock Rights Award Agreement. ~(c) Form of Nonqualified Stock Option Agreement. -------------------------- ~ Management contract or compensatory plan or arrangement filed pursuant to S-K 601(10)(iii)(A). * Included as an exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed October 5, 1993 (33-67258), and incorporated herein by reference 28 ~(d) Stock Rights Award Agreement dated as of December 17, 2002 between the Company and Martin E. Stein, Jr. ~(e) Stock Rights Award Agreement dated as of December 17, 2002 between the Company and Mary Lou Fiala. ~(f) Stock Rights Award Agreement dated as of December 17, 2002 between the Company and Bruce M. Johnson. ~*(g) Form of Option Award Agreement for Key Employees. ~*(h) Form of Option Award Agreement for Non-Employee Directors. ~*(i) Form of Director/Officer Indemnification Agreement. ~(j) Amended and Restated Deferred Compensation Plan dated May 6, 2003. (k) Stock Grant Plan adopted on January 31, 1994 to grant stock to employees (incorporated by reference to the Company's Form 10-Q filed May 12, 1994). (l) Fourth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P., as amended. (m) Credit Agreement dated as of April 30, 2001 by and among Regency Centers, L.P., Regency, each of the financial institutions initially a signatory thereto, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10 of the Company's Form 10-Q filed August 14, 2001). (i) Second Amendment to Credit Agreement dated as of March 31, 2003, (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed August 12, 2003). ~(n) Amended and Restated Severance and Change of Control Agreement dated as of March, 2002 by and between the Company and Martin E. Stein, Jr. (incorporated by reference to Exhibit 10(r) of the Company's Form 10-K/A filed April 15, 2002). ~(o) Amended and Restated Severance and Change of Control Agreement dated as of March, 2002 by and between the Company and Mary Lou Fiala (incorporated by reference to Exhibit 10(s) of the Company's Form 10-K/A filed April 15, 2002). ~(p) Amended and Restated Severance and Change of Control Agreement dated as of March, 2002 by and between the Company and Bruce M. Johnson (incorporated by reference to Exhibit 10(t) of the Company's Form 10-K/A filed April 15, 2002). -------------------------- ~ Management contract or compensatory plan or arrangement filed pursuant to S-K 601(10)(iii)(A). * Included as an exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed October 5, 1993 (33-67258), and incorporated herein by reference 29 21. Subsidiaries of the Registrant. 23. Consent of KPMG LLP. 31.1 Rule 13a-14 Certification of Chief Executive Officer. 31.2 Rule 13a-14 Certification of Chief Financial Officer. 31.3 Rule 13a-14 Certification of Chief Operating Officer. 32.1 Section 1350 Certification of Chief Executive Officer. 32.2 Section 1350 Certification of Chief Financial Officer. 32.3 Section 1350 Certification of Chief Operating Officer. -------------------------- ~ Management contract or compensatory plan or arrangement filed pursuant to S-K 601(10)(iii)(A). * Included as an exhibit to Pre-effective Amendment No. 2 to the Company's registration statement on Form S-11 filed October 5, 1993 (33-67258), and incorporated herein by reference 30 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. REGENCY CENTERS CORPORATION Date: March 9, 2004 By: /s/ Martin E. Stein, Jr. ---------------------------------- Martin E Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 9, 2004 By: /s/ Bruce M. Johnson ---------------------------------- Bruce M. Johnson, Managing Director and Principal Financial Officer Date: March 9, 2004 By: /s/ J. Christian Leavitt ---------------------------------- J. Christian Leavitt, Senior Vice President, Finance and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Date: March 9, 2004 /s/ Martin E. Stein, Jr. ---------------------------------------- Martin E. Stein, Jr., Chairman of the Board and Chief Executive Officer Date: March 9, 2004 /s/ Mary Lou Fiala ---------------------------------------- Mary Lou Fiala, President, Chief Operating Officer and Director Date: March 9, 2004 /s/ Raymond L. Bank ---------------------------------------- Raymond L. Bank, Director Date: March 9, 2004 /s/ C. Ronald Blankenship ---------------------------------------- C. Ronald Blankenship, Director Date: March 9, 2004 /s/ A. R. Carpenter ---------------------------------------- A. R. Carpenter, Director Date: March 9, 2004 /s/ J. Dix Druce, Jr. ---------------------------------------- J. Dix Druce, Jr., Director Date: March 9, 2004 /s/ Douglas S. Luke ---------------------------------------- Douglas S. Luke, Director Date: March 9, 2004 /s/ John C. Schweitzer ---------------------------------------- John C. Schweitzer, Director Date: March 9, 2004 /s/ Thomas G. Wattles ---------------------------------------- Thomas G. Wattles, Director Date: March 9, 2004 /s/ Terry N. Worrell ---------------------------------------- Terry N. Worrell, Director 31 Regency Centers Corporation Index to Financial Statements Regency Centers Corporation Independent Auditors' Report F-2 Consolidated Balance Sheets as of December 31, 2003 and 2002 F-3 Consolidated Statements of Operations for the years ended December 31, 2003, 2002, and 2001 F-4 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2003, 2002 and 2001 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002, and 2001 F-6 Notes to Consolidated Financial Statements F-8 Financial Statement Schedule Independent Auditors' Report on Financial Statement Schedule S-1 Schedule III - Regency Centers Corporation Combined Real Estate and Accumulated Depreciation - December 31, 2003 S-2 All other schedules are omitted because they are not applicable or because information required therein is shown in the consolidated financial statements or notes thereto. F-1 Independent Auditors' Report The Shareholders and Board of Directors Regency Centers Corporation: We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Regency Centers Corporation and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. /s/ KPMG LLP Jacksonville, Florida March 8, 2004 F-2 REGENCY CENTERS CORPORATION Consolidated Balance Sheets December 31, 2003 and 2002

2003 2002 ---- ---- Assets ------ Real estate investments at cost (notes 3 and 10): Land $ 738,101,034 715,255,513 Buildings and improvements 1,914,074,648 1,971,588,807 ----------------- ----------------- 2,652,175,682 2,686,844,320 Less: accumulated depreciation 285,664,875 244,595,928 ----------------- ----------------- 2,366,510,807 2,442,248,392 Properties in development 369,474,460 276,085,435 Operating properties held for sale 4,200,008 5,658,905 Investments in real estate partnerships (note 3) 140,496,074 125,482,151 ----------------- ----------------- Net real estate investments 2,880,681,349 2,849,474,883 Cash and cash equivalents 29,868,622 56,447,329 Notes receivable 70,781,914 56,630,876 Tenant receivables, net of allowance for uncollectible accounts of $3,353,154 and $4,258,891 at December 31, 2003 and 2002, respectively 54,573,165 47,983,160 Deferred costs, less accumulated amortization of $29,493,009 and $22,176,462 at December 31, 2003 and 2002, respectively 35,803,525 36,644,959 Acquired lease intangible assets, net (note 4) 10,205,493 2,634,511 Other assets 16,314,645 19,112,148 ----------------- ----------------- $ 3,098,228,713 3,068,927,866 ================= ================= Liabilities and Stockholders' Equity Liabilities: Notes payable (note 5) $ 1,257,776,805 1,253,524,045 Unsecured line of credit (note 5) 195,000,000 80,000,000 Accounts payable and other liabilities 94,279,961 76,908,233 Acquired lease intangible liabilities, net (note 4) 6,115,066 7,069,030 Tenants' security and escrow deposits 9,358,023 8,847,603 ----------------- ----------------- Total liabilities 1,562,529,855 1,426,348,911 ----------------- ----------------- Preferred units (note 7) 223,525,891 375,403,652 Exchangeable operating partnership units 26,544,594 30,629,974 Limited partners' interest in consolidated partnerships 4,650,626 14,825,256 ----------------- ----------------- Total minority interest 254,721,111 420,858,882 ----------------- ----------------- Stockholders' equity (notes 6, 7, 8 and 9): Series 3 cumulative redeemable preferred stock, $.01 par value per share, 300,000 shares authorized, issued and outstanding at December 31, 2003; liquidation preference $250 per share 75,000,000 - Series 2 cumulative convertible preferred stock and paid in capital, $.01 par value per share, 1,502,532 shares authorized; 450,400 shares issued and outstanding at December 31, 2002 - 10,505,591 Common stock $.01 par value per share, 150,000,000 shares authorized; 64,956,077 and 63,480,417 shares issued at December 31, 2003 and 2002, respectively 649,561 634,804 Treasury stock at cost, 5,048,120 and 3,923,381 shares held at December 31, 2003 and 2002, respectively (111,413,416) (77,698,485) Additional paid in capital 1,394,360,612 1,367,808,138 Accumulated other comprehensive income 174,747 - Distributions in excess of net income (77,793,757) (79,529,975) ----------------- ----------------- Total stockholders' equity 1,280,977,747 1,221,720,073 ----------------- ----------------- Commitments and contingencies (notes 10 and 11) $ 3,098,228,713 3,068,927,866 ================= =================

See accompanying notes to consolidated financial statements. F-3 REGENCY CENTERS CORPORATION Consolidated Statements of Operations For the years ended December 31, 2003, 2002 and 2001

2003 2002 2001 ---- ---- ---- Revenues: Minimum rent (note 10) $ 275,449,673 262,720,557 239,229,405 Percentage rent 4,536,446 5,173,575 5,610,973 Recoveries from tenants 79,939,958 75,385,175 67,083,565 Management fees and commissions (note 3) 6,418,937 4,616,916 3,436,821 Equity in income of investments in real estate partnerships 11,276,409 5,764,909 3,439,397 --------------- --------------- --------------- Total revenues 377,621,423 353,661,132 318,800,161 --------------- --------------- --------------- Operating expenses: Depreciation and amortization 74,741,180 67,845,443 60,471,535 Operating and maintenance 53,207,353 49,554,740 44,362,263 General and administrative 24,229,199 22,756,590 19,785,521 Real estate taxes 39,754,998 37,705,837 34,520,818 Other expenses 4,993,051 (1,801,588) 5,131,802 --------------- --------------- --------------- Total operating expenses 196,925,781 176,061,022 164,271,939 --------------- --------------- --------------- Other expense (income): Interest expense, net of interest income of $2,355,940, $2,334,329 and $5,571,304 in 2003, 2002 and 2001, respectively 84,017,406 84,222,269 67,598,029 Gain on sale of operating properties and properties in development (48,717,043) (20,904,828) (28,757,294) Provision for loss on operating and development properties 1,249,175 1,070,000 1,595,136 Other income (note 5) - (2,383,524) - --------------- --------------- --------------- Total other expense 36,549,538 62,003,917 40,435,871 --------------- --------------- --------------- Income before minority interests 144,146,104 115,596,193 114,092,351 Minority interest of preferred units (29,826,131) (33,475,008) (33,475,007) Minority interest of exchangeable operating partnership units (2,582,444) (2,013,844) (1,970,147) Minority interest of limited partners (501,260) (492,137) (721,090) --------------- --------------- --------------- Income from continuing operations 111,236,269 79,615,204 77,926,107 Discontinued operations, net: Operating income from discontinued operations 3,564,142 14,818,224 22,738,100 Gain on sale of operating properties and properties in development 15,989,084 16,091,240 - --------------- --------------- --------------- Income from discontinued operations 19,553,226 30,909,464 22,738,100 --------------- --------------- --------------- Net income 130,789,495 110,524,668 100,664,207 Preferred stock dividends (4,175,130) (2,858,204) (2,965,099) --------------- --------------- --------------- Net income for common stockholders $ 126,614,365 107,666,464 97,699,108 =============== =============== =============== Income per common share - basic (note 8): Continuing operations $ 1.80 1.32 1.30 Discontinued operations $ 0.33 0.53 0.40 --------------- --------------- --------------- Net income for common stockholders per share $ 2.13 1.85 1.70 =============== =============== =============== Income per common share - diluted (note 8): Continuing operations $ 1.79 1.32 1.30 Discontinued operations $ 0.33 0.52 0.39 --------------- --------------- --------------- Net income for common stockholders per share $ 2.12 1.84 1.69 =============== =============== ===============

See accompanying notes to consolidated financial statements. F-4 REGENCY CENTERS CORPORATION Consolidated Statements of Stockholders' Equity For the Years ended December 31, 2003, 2002 and 2001

Accumulated Additional Other Series 2 and 3 Common Treasury Paid In Comprehensive Preferred Stock Stock Stock Capital Income ---------------- -------- ------------- ---------------- -------------- Balance at December 31, 2000 $ 34,696,112 602,349 (66,957,282) 1,317,668,173 Common stock issued as compensation or purchased by directors or officers 6,493 (51,027) 7,556,021 Common stock redeemed under stock loans (102) (182,741) (278,563) Common stock issued for partnership units exchanged 1,216 - 3,219,237 Common stock issued to acquire real estate 16 - 43,180 Reallocation of minority interest - - (628,614) Repurchase of common stock (17) (155,364) - Cash dividends declared: Common stock ($2.00 per share) and preferred stock - - - Net income - - - ------------- -------- ------------- ---------------- -------------- Balance at December 31, 2001 $ 34,696,112 609,955 (67,346,414) 1,327,579,434 - Common stock issued as compensation or purchased by directors or officers 16,451 (42,769) 15,433,584 Common stock redeemed under stock loans (2,455) (7,584,302) (418,935) Common stock issued for partnership units exchanged 482 - 1,287,125 Common stock issued for preferred stock exchanged (24,190,521) 10,371 - 24,180,150 Reallocation of minority interest - - (253,220) Repurchase of common stock - (2,725,000) - Cash dividends declared: Common stock ($2.04 per share) and preferred stock - - - Net income - - - ------------- -------- ------------- ---------------- -------------- Balance at December 31, 2002 $ 10,505,591 634,804 (77,698,485) 1,367,808,138 - Comprehensive Income (note 6): Net income - - - - Change in fair value of derivative instruments - - - - 174,747 Total comprehensive income - - - - - Common stock issued as compensation or purchased by directors or officers - 5,119 - 11,041,936 - Common stock issued for exercise of stock options - 3,774 - 3,929,773 - Common stock surrendered for payment of taxes and forfeitures (429,047) (4,928,192) Treasury stock issued for common stock offering - - 117,216,000 6,278,618 - Common stock issued for partnership units exchanged - 1,360 - 3,615,340 - Common stock issued for Series 2 preferred stock exchanged (note 7) (10,505,591) 4,504 - 10,501,087 - Series 3 preferred stock issued (note 7) 75,000,000 - - (2,705,033) - Reallocation of minority interest - - - (1,181,055) - Repurchase of common stock (note 7) - - (150,501,884) - - Cash dividends declared: Common stock ($2.08 per share) - - - - - Preferred stock ($1.40 per share) - - - - - ------------- -------- ------------- ---------------- -------------- Balance at December 31, 2003 $ 75,000,000 649,561 (111,413,416) 1,394,360,612 174,747 ============= ======== ============= ================ ==============

See accompanying notes to consolidated financial statements.

Distributions Total in Excess of Stock Stockholders' Net Income Loans Equity -------------- ----------- --------------- Balance at December 31, 2000 (51,064,870) (9,529,516) 1,225,414,966 Common stock issued as compensation or purchased by directors or officers - - 7,511,487 Common stock redeemed under stock loans - 1,267,561 806,155 Common stock issued for partnership units exchanged - - 3,220,453 Common stock issued to acquire real estate - - 43,196 Reallocation of minority interest - - (628,614) Repurchase of common stock - - (155,381) Cash dividends declared: Common stock ($2.00 per share) and preferred stock (117,825,613) - (117,825,613) Net income 100,664,207 - 100,664,207 ------------- ------------ --------------- Balance at December 31, 2001 (68,226,276) (8,261,955) 1,219,050,856 Common stock issued as compensation or purchased by directors or officers - - 15,407,266 Common stock redeemed under stock loans - 8,261,955 256,263 Common stock issued for partnership units exchanged - - 1,287,607 Common stock issued for preferred stock exchanged - - - Reallocation of minority interest - - (253,220) Repurchase of common stock - - (2,725,000) Cash dividends declared: Common stock ($2.04 per share) and preferred stock (121,828,367) - (121,828,367) Net income 110,524,668 - 110,524,668 ------------- ------------ --------------- Balance at December 31, 2002 (79,529,975) - 1,221,720,073 Comprehensive Income (note 6): Net income 130,789,495 - 130,789,495 Change in fair value of derivative instruments - 174,747 --------------- Total comprehensive income - 130,964,242 Common stock issued as compensation or purchased by directors or officers - - 11,047,055 Common stock issued for exercise of stock options - 3,933,547 Common stock surrendered for payment of taxes and forfeitures (5,357,239) Treasury stock issued for common stock offering - 123,494,618 Common stock issued for partnership units exchanged - - 3,616,700 Common stock issued for Series 2 preferred stock exchanged (note 7) - - - Series 3 preferred stock issued (note 7) - 72,294,967 Reallocation of minority interest - - (1,181,055) Repurchase of common stock (note 7) - - (150,501,884) Cash dividends declared: Common stock ($2.08 per share) (124,878,147) (124,878,147) Preferred stock ($1.40 per share) (4,175,130) - (4,175,130) ------------- ------------ --------------- Balance at December 31, 2003 (77,793,757) - 1,280,977,747 ============= ============ ===============

F-5 REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the Years Ended December 31, 2003, 2002 and 2001

2003 2002 2001 ---- ---- ---- Cash flows from operating activities: Net income $ 130,789,495 110,524,668 100,664,207 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 75,022,774 74,416,757 67,505,587 Amortization of deferred costs and lease intangibles 1,099,418 1,635,944 1,136,734 Stock-based compensation 11,326,866 9,517,193 6,217,572 Minority interest of preferred units 29,826,131 33,475,008 33,475,007 Minority interest of exchangeable operating partnership units 3,044,012 2,796,643 2,557,003 Minority interest of limited partners 501,260 492,137 721,090 Equity in income of investments in real estate partnerships (11,276,409) (5,764,909) (3,439,397) Gain on sale of operating properties (25,060,219) (6,150,379) (699,376) Provision for loss on operating and development properties 1,968,520 4,369,480 1,595,136 Other income - (2,383,524) - Distributions from operations of investments in real estate partnerships 14,760,470 5,522,475 1,801,340 Changes in assets and liabilities: Tenant receivables (6,590,005) (863,731) (9,304,128) Deferred leasing costs (11,021,273) (12,917,755) (11,691,159) Other assets 1,244,179 (10,885,722) (4,213,411) Accounts payable and other liabilities 11,734,677 (15,795,052) 303,740 Tenants' security and escrow deposits 510,420 698,881 (771,305) -------------- ------------- -------------- Net cash provided by operating activities 227,880,316 188,688,114 185,858,640 -------------- ------------- -------------- Cash flows from investing activities: Acquisition and development of real estate (456,516,480) (335,999,241) (348,539,784) Proceeds from sale of real estate investments 237,033,325 427,807,492 144,984,022 Repayment of notes receivable, net 117,642,782 37,363,312 67,582,696 Investments in real estate partnerships (14,881,018) (46,018,670) (43,146,334) Distributions received from investments in real estate partnerships 20,482,953 11,784,071 15,010,552 -------------- ------------- -------------- Net cash (used in) provided by investing activities (96,238,438) 94,936,964 (164,108,848) -------------- ------------- -------------- Cash flows from financing activities: Net proceeds from common stock issuance 127,428,166 9,932,137 65,264 Repurchase of common stock (150,501,884) (2,725,000) (155,381) Redemption of preferred partnership units (155,750,000) - - Redemption of exchangeable operating partnership units (1,793,502) (83,232) (110,487) Net distributions to limited partners in consolidated partnerships (10,675,890) (384,000) (5,248,010) Distributions to exchangeable operating partnership unit holders (2,900,245) (3,157,241) (3,144,987) Distributions to preferred unit holders (25,953,892) (33,475,008) (33,475,007) Dividends paid to common stockholders (124,878,147) (118,970,163) (114,860,514) Dividends paid to preferred stockholders (4,175,130) (2,858,204) (2,965,099) Net proceeds from issuance of Series 3 preferred stock 72,294,967 - - Net proceeds from fixed rate unsecured notes - 249,625,000 239,582,400 Additional costs from issuance of preferred units - - (4,125) Proceeds (repayment) of unsecured line of credit, net 115,000,000 (294,000,000) (92,000,000) Proceeds from notes payable 30,821,695 7,082,128 - Repayment of notes payable, net (13,485,327) (58,306,361) (67,273,620) Scheduled principal payments (13,453,217) (5,629,822) (6,146,318) Deferred loan costs (198,179) (2,081,247) (9,148,539) -------------- ------------- -------------- Net cash used in financing activities (158,220,585) (255,031,013) (94,884,423) -------------- ------------- -------------- Net (decrease) increase in cash and cash equivalents (26,578,707) 28,594,065 (73,134,631) Cash and cash equivalents at beginning of the year 56,447,329 27,853,264 100,987,895 -------------- ------------- -------------- Cash and cash equivalents at end of the year $ 29,868,622 56,447,329 27,853,264 ============== ============= ==============

F-6 REGENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the Years Ended December 31, 2003, 2002 and 2001 continued

2003 2002 2001 ---- ---- ---- Supplemental disclosure of cash flow information - cash paid for interest (net of capitalized interest of $13,105,955, $13,752,848 and $21,195,419 in 2003, 2002 and 2001, respectively) $ 84,666,097 78,450,117 67,546,988 ============== ============= ============== Supplemental disclosure of non-cash transactions: Mortgage loans assumed for the acquisition of real estate $ 15,341,889 46,747,196 8,120,912 ============== ============= ============== Notes receivable taken in connection with sales of operating properties and properties in development $ 131,793,820 61,489,247 33,663,744 ============== ============= ============== Real estate contributed as investments in real estate partnerships $ 24,099,919 29,485,749 12,418,278 ============== ============= ============== Mortgage debt assumed by purchaser on sale of real estate $ 13,557,263 4,569,703 - ============== ============= ============== Common stock redeemed to pay off stock loans $ - 6,089,273 - ============== ============= ============== Exchangeable operating partnership units and common stock issued for the acquisition of partners' interest in investments in real estate partnerships $ - - 9,754,225 ============== ============= ==============

See accompanying notes to consolidated financial statements. F-7 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 1. Summary of Significant Accounting Policies (a) Organization and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Regency Centers Corporation, its wholly-owned qualified REIT subsidiaries, and partnerships in which it has voting control (the "Company" or "Regency"). All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. The Company owns approximately 98% of the outstanding common units ("Units") of Regency Centers, L.P. ("RCLP"). Regency invests in real estate through its partnership interest in RCLP. Generally all of the acquisition, development, operations and financing activities of Regency, including the issuance of Units and preferred units, are executed by RCLP. The equity interests of third parties held in RCLP and the majority owned or controlled partnerships are included in the consolidated financial statements as preferred or exchangeable operating partnership units and limited partners' interest in consolidated partnerships. The Company is a qualified real estate investment trust ("REIT"), which began operations in 1993. (b) Revenues The Company leases space to tenants under agreements with varying terms. Leases are accounted for as operating leases with minimum rent recognized on a straight-line basis over the term of the lease regardless of when payments are due. Accrued rents are included in tenant receivables. Substantially all of the lease agreements contain provisions that grant additional rents based on tenants' sales volume (contingent or percentage rent) and reimbursement of the tenants' share of real estate taxes and certain common area maintenance ("CAM") costs. Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Recovery of real estate taxes and CAM costs are recognized as the respective costs are incurred in accordance with their lease agreements. The Company accounts for profit recognition on sales of real estate in accordance with Financial Accounting Standards Board ("FASB") Statement No. 66, "Accounting for Sales of Real Estate." In summary, profits from sales will not be recognized by the Company unless a sale has been consummated; the buyer's initial and continuing investment is adequate to demonstrate a commitment to pay for the property; the Company has transferred to the buyer the usual risks and rewards of ownership; and the Company does not have substantial continuing involvement with the property. The Company has been engaged by joint ventures to provide asset and property management services for their shopping centers. The fees are market based and generally calculated as a percentage of revenues earned and the estimated values of the properties and recognized as services are provided. F-8 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 (c) Real Estate Investments Land, buildings and improvements are recorded at cost. All direct and indirect costs related to development activities are capitalized. Included in these costs are interest and real estate taxes incurred during construction as well as estimates for the portion of internal costs that are incremental, and deemed directly or indirectly related to development activity. Maintenance and repairs that do not improve or extend the useful lives of the respective assets are reflected in operating and maintenance expense. Depreciation is computed using the straight-line method over estimated useful lives of up to 40 years for buildings and improvements, term of lease for tenant improvements, and three to seven years for furniture and equipment. The Company allocates the purchase price of acquired properties to land, buildings, and identifiable intangible assets based on their respective fair values. Management uses various methods to determine the fair value of acquired land and buildings, including replacement cost, discounted cash flow analysis, and comparable sales. Identifiable intangibles include amounts allocated to acquired leases for rental rates that are above or below market and the value of in-place leases. Intangibles related to in place leases are amortized over the weighted average life of the leases. Intangibles related to below market rate leases are amortized to minimum rent over the remaining terms of the underlying leases. On January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("Statement 144"). In accordance with Statement 144, operating properties held for sale includes only those properties available for immediate sale in their present condition and for which management believes it is probable that a sale of the property will be completed within one year. Operating properties held for sale are carried at the lower of cost or fair value less costs to sell. Depreciation and amortization are suspended during the held for sale period. The Company reviews its real estate portfolio for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Regency determines whether impairment has occurred by comparing the property's carrying value to an estimate of the future undiscounted cash flows. In the event impairment exists, assets are adjusted to fair value, for held and used assets, and fair value less costs to sell, for held for sale assets. During 2003, 2002 and 2001, the Company recorded a provision for loss of $2.0 million, $4.4 million, and $1.6 million, respectively, to adjust operating properties to their estimated fair value. The fair values of the operating properties were determined by using prices for similar assets in their respective markets. The provision for loss on properties subsequently sold has been reclassified to discontinued operations. The Company's properties generally have operations and cash flows that can be clearly distinguished from the rest of the Company. In accordance with Statement 144, the operations and gains on sales reported in discontinued operations include those operating properties and properties in development that have been sold and for which operations and cash flows can be clearly distinguished. The operations from these properties have been eliminated from ongoing operations and the Company will not have continuing involvement after disposition. Prior periods have been restated to reflect the operations of these properties as discontinued operations. The operations and gains on sales of operating F-9 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 properties sold to real estate partnerships in which the Company has some continuing involvement are included in income from continuing operations. (d) Income Taxes The Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal Revenue Code (the "Code"). As a REIT, the Company is allowed to reduce taxable income by all or a portion of its distributions to stockholders. As distributions have exceeded taxable income, no provision for federal income taxes has been made in the accompanying consolidated financial statements. Earnings and profits, which determine the taxability of dividends to stockholders, differs from net income reported for financial reporting purposes primarily because of differences in depreciable lives and cost bases of the shopping centers, as well as other timing differences. The net book basis of real estate assets exceeds the tax basis by approximately $113 million and $115 million at December 31, 2003 and 2002, respectively, primarily due to the difference between the cost basis of the assets acquired and their carryover basis recorded for tax purposes. The following summarizes the tax status of dividends paid during the years ended December 31 (unaudited):

2003 2002 2001 ---- ---- ---- Dividend per share $ 2.08 2.04 2.00 Ordinary income 74.04% 71.00% 83.00% Capital gain .49% 1.00% 3.00% Return of capital 12.84% 22.00% 13.00% Unrecaptured Section 1250 gain 7.16% 4.00% 1.00% Qualified 5-year gain - 2.00% - Post-May 5 gain 5.47% - -

The Company and Regency Realty Group, Inc., ("RRG"), a wholly- owned subsidiary of the Company, jointly elected for RRG to be treated as a Taxable REIT Subsidiary of the Company as defined in Section 856(l) of the Code. Such election is not expected to impact the tax treatment of either the Company or RRG. RRG is subject to federal and state income taxes and files separate tax returns. RRG recognized a provision (benefit) for income taxes of $2.9 million, ($391,400), and $2 million in 2003, 2002 and 2001, respectively. (e) Deferred Costs Deferred costs include deferred leasing costs and deferred loan costs, net of amortization. Such costs are amortized over the periods through lease expiration or loan maturity. Deferred leasing costs consist of internal and external commissions associated with leasing the Company's shopping centers. Net deferred leasing costs were $28.0 million and $25.7 million at December 31, 2003 and 2002, respectively. Deferred loan costs consist of initial direct and incremental costs associated with financing activities. Net deferred loan costs were $7.8 million and $10.9 million at December 31, 2003 and 2002, respectively. F-10 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 (f) Earnings per Share and Treasury Stock Basic net income per share of common stock is computed based upon the weighted average number of common shares outstanding during the year. Diluted net income per share also includes common share equivalents for stock options, exchangeable operating partnership units, and preferred stock when dilutive. See note 8 for the calculation of earnings per share. Repurchases of the Company's common stock (net of shares retired) are recorded at cost and are reflected as Treasury stock in the consolidated statements of stockholders' equity. Outstanding shares do not include treasury shares. (g) Cash and Cash Equivalents Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. Cash distributions of normal operating earnings from investments in real estate partnerships and cash received from the sales of development properties are included in cash flows from operations in the consolidated statements of cash flows. (h) Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (i) Stock-Based Compensation In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure" ("Statement 148"). Statement 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, Statement 148 amends the disclosure requirements of Statement No. 123, "Accounting for Stock-Based Compensation" ("Statement 123"), to require more prominent and frequent disclosures in financial statements about the effects of stock-based compensation. As permitted under Statement 123 and Statement 148, the Company will continue to follow the accounting guidelines pursuant to Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("Opinion 25"), for stock-based compensation and to furnish the pro forma disclosures as required under Statement 148. See note 9 for further discussion of stock options. The Company has a Long-Term Omnibus Plan (the "Plan") pursuant to which the Board of Directors may grant stock options and other stock-based awards to officers, directors and other key employees. The Plan allows the Company to issue up to 5.0 million shares in the form of common stock or stock options, but limits the issuance of common stock excluding stock options to no more than 2.75 million shares. At December 31, 2003, there were approximately 4.61 million shares available for grant under the Plan either through options or restricted stock of which 2.36 million shares are limited to common stock awards other F-11 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 (i) Stock-Based Compensation (continued) than stock options. The Plan also limits outstanding awards to no more than 12% of outstanding common stock. Stock options, granted under the Plan, are granted with an exercise price equal to the stock's fair market value at the date of grant. All stock options granted have ten year lives, contain vesting terms of one to five years from the date of grant and may have certain dividend equivalent rights. Restricted stock granted under the Plan, generally vests over a period of four years, although certain grants cliff vest after eight years, but contain a provision that allows for accelerated vesting over a shorter term if certain performance criteria are met. Compensation expense is measured at the grant date and recognized ratably over the vesting period. The Company considers the likelihood of meeting the performance criteria in determining the amount to expense on a periodic basis. In general, such criteria have been met, thus expense is recognized at a rate commensurate with the actual vesting period. Restricted stock grants also have certain dividend equivalent rights under the Plan, which are expensed in a manner similar to the underlying stock. The following table represents restricted stock granted during the respective years:

2003 2002 2001 ---- ---- ---- Fair value of stock at date of grant $ 39.97 31.27 26.40 4-year stock grants 219,787 232,758 222,508 8-year stock grants 64,649 103,592 106,452 ------------------------------------------------------- Total stock grants 284,436 336,350 328,960 =======================================================

The 4-year stock grants vest at the rate of 25% per year and the 8-year stock grants cliff vest after eight years, but have the ability to accelerate vesting under the terms described above. Based upon restricted stock vesting in 2003, 2002 and 2001, the Company recorded compensation expense of $7.5 million, $5.6 million and $2.5 million, respectively, for restricted stock. During 2003, 2002 and 2001, the Company recorded compensation expense for dividend equivalents of $3.5 million, $3.2 million, and $3.1 million respectively, for undistributed restricted stock and unexercised stock options. In previous years, as part of the Plan, the Company structured stock purchase plans ("SPP loans") whereby executives could acquire common stock at fair market value by investing their own capital in combination with loans provided by Regency. These interest-bearing, full recourse loans were secured by stock, which was held as collateral by Regency. These loans provided for partial forgiveness of the unpaid principal balance over time based upon specified performance criteria and the passage of time. The Company ceased making these types of loans after 1998 and has not originated any new personal loans to employees since that date. Effective September 30, 2002, all participants agreed to repay the entire balance of their loans outstanding with a portion of the common shares held as collateral, valued at fair market value as of September 30, 2002. The Company, in return, granted the participants 45,195 shares of restricted stock with a fair value of $31.00 and stock options to provide them with the same level of compensation benefits that they would have received under existing agreements for specified forgiveness amounts. These grants were made in accordance with the existing Plan. During 2002, $240,491 of unpaid principal was repaid in cash, $6 million was repaid through the surrendering of shares held as collateral, and $575,741 was forgiven and recorded as compensation expense. F-12 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 (i) Stock-Based Compensation (continued) The following table represents the assumptions used for the Black-Scholes option-pricing model for options granted in the respective year:

2003 2002 2001 ---- ---- ---- Per share weighted average fair value of stock options $ 2.23 1.94 2.32 Expected dividend yield 5.5% 6.8% 7.3% Risk-free interest rate 2.2% 2.0% 5.2% Expected volatility 16.0% 19.1% 20.0% Expected life in years 2.4 2.5 6.0

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

2003 2002 2001 ---- ---- ---- Net income for common stockholders as reported: $ 126,614 107,666 97,699 Add: stock-based employee compensation expense included in reported net income 11,327 9,517 6,218 Deduct: total stock-based employee compensation expense determined under fair value based methods for all awards 15,455 13,470 7,141 -------------- ------------- -------------- Pro forma net income $ 122,486 103,713 96,776 ============== ============= ============== Earnings per share: Basic - as reported $ 2.13 1.85 1.70 ============== ============= ============== Basic - pro forma $ 2.06 1.78 1.68 ============== ============= ============== Diluted - as reported $ 2.12 1.84 1.69 ============== ============= ============== Diluted - pro forma $ 2.05 1.77 1.68 ============== ============= ==============

(j) Consolidation of Variable Interest Entities In December 2003, the FASB issued Interpretation No. 46 ("FIN 46") (revised December 2003 ("FIN 46R")), "Consolidation of Variable Interest Entities", which addresses how a business enterprise should evaluate whether it has controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FIN 46, which was issued in January 2003. FIN 46R is applicable immediately to a variable interest entity created after January 31, 2003 and as of the first interim period ending after March 15, 2004 to those variable interest entities created before February 1, 2003 and not already consolidated under FIN 46 in previously issued financial statements. The Company did not create any variable interest entities after January 31, 2003. The Company has analyzed the applicability of this interpretation to its structures created before February 1, 2003 and does not believe its adoption will have a material effect on the results of operations. F-13 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 (k) Segment Reporting The Company's business is investing in retail shopping centers through direct ownership or through joint ventures. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties, or developments not meeting its long-term investment objectives. The proceeds of sales are invested into higher quality retail shopping centers through acquisitions or new developments, which management believes will meet its planned rate of return. It is management's intent that all retail shopping centers will be owned or developed for investment purposes. The Company's revenue and net income are generated from the operation of its investment portfolio. The Company will also earn incidental fees from third parties for services provided to manage and lease retail shopping centers owned through joint ventures. The Company's portfolio is located throughout the United States; however, management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or measuring performance. The Company reviews operating and financial data for each property on an individual basis, therefore, the Company defines an operating segment as its individual properties. No individual property constitutes more than 10% of the Company's combined revenue, net income or assets, and thus the individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature of the centers, tenants and operational processes, as well as long-term average financial performance. In addition, no single tenant accounts for 10% or more of revenue and none of the shopping centers are located outside the United States. (l) Derivative Financial Instruments The Company adopted SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities" as amended ("Statement 133"), on January 1, 2001. Statement 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The Company uses derivative financial instruments such as interest rate swaps to mitigate its interest rate risk on a related financial instrument. Statement 133 requires that changes in fair value of derivatives that qualify as cash flow hedges be recognized in other comprehensive income (loss) while the ineffective portion of the derivative's change in fair value be recognized immediately in earnings. To determine the fair value of derivative instruments, the Company uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized. (m) Financial Instruments with Characteristics of Both Liabilities and Equity In May 2003, the FASB issued Statement of Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("Statement 150"). Statement 150 affects the accounting for certain financial instruments, including requiring companies having consolidated entities with specified termination dates to treat minority owners' interests in such entities as liabilities in an amount based on the fair value of the entities. Although Statement 150 was originally effective July 1, 2003, the FASB has F-14 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 (m) Financial Instruments with Characteristics of Both Liabilities and Equity (continued) indefinitely deferred certain provisions related to classification and measurement requirements for mandatorily redeemable financial instruments that become subject to Statement 150 solely as a result of consolidation including minority interests of entities with specified termination dates. As a result, Statement 150 has no impact on the Company's consolidated statements of operations for the year ended December 31, 2003. At December 31, 2003, the Company held a majority interest in five consolidated entities with specified termination dates ranging from 2012 to 2049. The minority owners' interests in these entities are to be settled upon termination by distribution of either cash or specific assets of the underlying entities. The estimated fair value of minority interests in entities with specified termination dates was approximately $8.5 million at December 31, 2003 as compared to the carrying value of $4.7 million. The Company has no other financial instruments that currently are affected by Statement 150. (n) Reclassifications Certain reclassifications have been made to the 2002 and 2001 amounts to conform to classifications adopted in 2003. 2. Discontinued Operations During 2003, the Company sold 100% of its interest in 14 operating properties for proceeds of $103.7 million and the combined operating income and gain of $19.6 million on these sales are included in discontinued operations. The revenues from properties included in discontinued operations, including properties sold in 2003 and 2002, as well as operating properties held for sale, were $8.7 million, $34.8 million and $41.7 million for the years ended December 31, 2003, 2002 and 2001, respectively. The operating income from these properties was $3.6 million, $14.8 million and $22.7 million for the years ended December 31, 2003, 2002 and 2001, respectively. Operating income and gains on sales included in discontinued operations are shown net of minority interest of exchangeable operating partnership units totaling $461,568, $782,799 and $586,856 for the years ended December 31, 2003, 2002 and 2001, respectively. 3. Real Estate Investments During 2003, the Company acquired four operating properties from third parties for $75.4 million. During 2002, the Company acquired five operating properties for $106.7 million. The acquisitions were accounted for as purchases and the results of their operations are included in the consolidated financial statements from the respective dates of acquisition. Acquisitions (either individually or in the aggregate) were not significant to the operations of the Company in the periods in which they were acquired or the period preceding the acquisition. The Company accounts for all investments in which it owns 50% or less and does not have a controlling financial interest using the equity method. The Company's combined investment in these partnerships was $140.5 million and $125.5 million at December 31, 2003 and 2002, respectively. Net income, which includes all operating results, as well as gains and losses on sales of properties within the joint ventures, is allocated to the Company in accordance with the respective partnership agreements. Such allocations of net income are recorded in equity in income of investments in real estate partnerships in the accompanying consolidated statements of operations. F-15 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 3. Real Estate Investments (continued) The Company has a 25% equity interest in Macquarie CountryWide-Regency, LLC ("MCWR"), a joint venture with an affiliate of Macquarie CountryWide Trust of Australia, a Sydney, Australia-based property trust focused on investing in grocery-anchored shopping centers. During 2003, MCWR acquired 12 shopping centers from the Company for $232.9 million, for which the Company received cash of $79.4 million, and notes receivable of $95.3 million. During 2003, MCWR repaid $69.3 million of the notes and in February 2004, MCWR repaid an additional $10.5 million. The note receivable has an interest rate of LIBOR plus 1.5% and matures on March 31, 2004. MCWR is currently in the process of placing third party, fixed-rate mortgages on certain properties, the proceeds of which will be used to repay the remaining balance of $15.5 million. The Company recognized gains on these sales of $25.7 million recorded as gain on sale of operating properties and properties in development. During 2002, MCWR acquired 11 shopping centers from the Company for $145.2 million, for which the Company received net proceeds of $83.8 million and a note receivable of $25.1 million. MCWR repaid the note receivable during 2003. The Company recognized gains on these sales of $11.1 million. During 2003, MCWR sold two shopping centers to third parties for $20.1 million. The Company also has a 20% equity interest in Columbia Regency Retail Partners, LLC ("Columbia"), a joint venture with the Oregon State Treasury that was formed for the purpose of investing in retail shopping centers. During 2003, Columbia acquired two shopping centers from third parties that will have a total investment at completion of $39.1 million and sold one shopping center to a third party for $46.2 million with a gain of $9.3 million. During 2002, Columbia acquired one shopping center from the Company for $19.5 million, for which the Company received cash of $15.6 million. Recognition of gains from sales to joint ventures is recorded on only that portion of the sales not attributable to our ownership interest. The gains and operations are not recorded as discontinued operations because of our continuing involvement in these shopping centers. Columbia and MCWR intend to continue to acquire retail shopping centers, some of which they may acquire directly from the Company. For those properties acquired from third parties, the Company is required to contribute its pro-rata share of the purchase price to the partnership. With the exception of Columbia and MCWR, both of which intend to continue expanding their investment in shopping centers, the investments in real estate partnerships represent single asset entities formed for the purpose of developing or owning retail based commercial real estate. The Company's investments in real estate partnerships as of December 31, 2003 and 2002 consist of the following (in thousands):

Ownership 2003 2002 --------- ---- ---- Columbia Regency Retail Partners, LLC 20% $ 40,267 42,413 Macquarie CountryWide-Regency, LLC 25% 39,071 22,281 RRG-RMC Tracy, LLC 50% 23,529 23,269 OTR/Regency Texas Realty Holdings, L.P. 30% 16,090 15,992 Tinwood, LLC 50% 10,397 10,983 Regency Woodlands/Kuykendahl, Ltd. 50% 5,374 7,973 Jog Road, LLC 50% 3,014 2,571 Hermosa Venture 2002, LLC 27% 2,754 - ------------ ---------- $ 140,496 125,482 ============ ==========

F-16 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 3. Real Estate Investments (continued) Summarized financial information for the unconsolidated investments on a combined basis, is as follows (in thousands):

December 31, December 31, 2003 2002 ---- ---- Balance Sheet: Investment in real estate, net $ 727,530 553,118 Other assets 84,660 15,721 --------------- --------------- Total assets $ 812,190 568,839 =============== =============== Notes payable $ 322,238 167,071 Other liabilities 14,102 10,386 Equity and partners' capital 475,850 391,382 --------------- --------------- Total liabilities and equity $ 812,190 568,839 =============== ===============

Unconsolidated partnerships and joint ventures had notes payable of $322.2 million at December 31, 2003 and the Company's proportionate share of these loans was $74.4 million. The Company does not guarantee any debt of these partnerships beyond our ownership percentage. The revenues and expenses on a combined basis are summarized as follows for the years ended December 31, 2003, 2002 and 2001:

2003 2002 2001 ---- ---- ---- Statement of Operations: Total revenues $ 76,157 42,073 24,080 Total expenses 36,555 21,307 13,215 ----------- ------------- ------------ Net income $ 39,602 20,766 10,865 =========== ============= ============

4. Acquired Lease Intangibles Effective July 1, 2001, the Company adopted FAS 141, "Business Combinations", to account for the acquisition of shopping centers that are considered businesses. In accordance with FAS 141, identifiable intangible assets are valued and recorded at acquisition date. Such intangibles include the value of in-place leases and above or below-market leases. Acquired lease intangible assets are net of accumulated amortization of $405,327 and $37,096 at December 31, 2003 and 2002, respectively. These assets have a weighted average amortization period of seven years. The aggregate amortization expense from acquired leases was $368,231 and $37,096 during 2003 and 2002, respectively. Acquired lease intangible liabilities are net of previously accreted minimum rent of $953,964 at December 31, 2003 and have a weighted average amortization period of seven years. F-17 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 4. Acquired Lease Intangibles (continued) The estimated aggregate amortization amounts from acquired lease intangibles for each of the next five years are to be classified as follows:

Amortization Year Ending December 31, Expense Minimum Rent ------------------------------------------- --------------------- --------------------- 2004 $ 1,872,917 953,964 2005 1,872,917 953,964 2006 1,872,917 953,964 2007 972,485 953,964 2008 917,927 953,964

5. Notes Payable and Unsecured Line of Credit The Company's outstanding debt at December 31, 2003 and 2002 consists of the following (in thousands):

2003 2002 ---- ---- Notes Payable: Fixed rate mortgage loans $ 217,001 229,551 Variable rate mortgage loans 41,629 24,998 Fixed rate unsecured loans 999,147 998,975 ----------------- ----------------- Total notes payable 1,257,777 1,253,524 Unsecured line of credit 195,000 80,000 ----------------- ----------------- Total $ 1,452,777 1,333,524 ================= =================

Interest rates paid on the unsecured line of credit (the "Line"), which are based on LIBOR plus .85%, were 1.975% and 2.288% at December 31, 2003 and 2002, respectively. The spread that the Company pays on the Line is dependent upon maintaining specific investment grade ratings. The Company is required to comply, and is in compliance with, certain financial and other covenants customary with this type of unsecured financing. The Line is used primarily to finance the acquisition and development of real estate, but is also available for general working capital purposes. The Line matures on April 30, 2004, but contains a one-year extension option. The Company has executed a commitment with the lead bank under the Line and expects to renew it for a term of three years from the original maturity date. Mortgage loans are secured by certain real estate properties and may be prepaid, but could be subject to a yield-maintenance premium. Mortgage loans are generally due in monthly installments of interest and principal and mature over various terms through 2023. Variable interest rates on mortgage loans are currently based on LIBOR plus a spread in a range of 125 to 150 basis points. Fixed interest rates on mortgage loans range from 5.65% to 9.50%. In June 2003, the Company assumed debt with a fair value of $13.3 million related to the acquisition of a property, which includes a debt premium of $797,303 based upon the above market interest rate of the debt instrument. The debt premium is being amortized over the term of the related debt instrument. F-18 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 5. Notes Payable and Unsecured Line of Credit (continued) During 2002, the Company extinguished the debt on an operating property for the face amount of the note, resulting in the recognition of a gain of $2.4 million on early extinguishment representing the remaining unamortized premium recorded upon assumption of the debt. The gain has been recorded in other income on the accompanying consolidated statements of operations. As of December 31, 2003, scheduled principal repayments on notes payable and the Line were as follows (in thousands):

Scheduled Principal Term Loan Total Scheduled Payments by Year Payments Maturities Payments -------------------------- ----------------- ----------------- ------------------ 2004 (includes the Line) $ 5,344 419,340 424,684 2005 3,954 172,915 176,869 2006 3,476 20,783 24,259 2007 2,891 25,690 28,581 2008 2,697 19,618 22,315 Beyond 5 Years 21,119 749,561 770,680 Unamortized debt premiums - 5,389 5,389 ---------------- ----------------- ------------------ Total $ 39,481 1,413,296 1,452,777 ================ ================= ==================

6. Derivative Financial Instruments The Company is exposed to capital market risk, such as changes in interest rates. In order to manage the volatility relating to interest rate risk, the Company may enter into interest rate hedging arrangements from time to time. The Company does not utilize derivative financial instruments for trading or speculative purposes. In July and September, 2003, the Company entered into two forward-starting interest rate swaps of $96.5 million and $47.7 million, respectively. The Company designated the $144.2 million swaps as hedges to effectively fix the rate on a refinancing expected in April 2004. The fair value of the swaps was an asset of $174,747 as of December 31, 2003, and is recorded in other assets in the accompanying balance sheet. The swaps qualify for hedge accounting under Statement 133; therefore, changes in fair value are recorded through other comprehensive income. No hedge ineffectiveness has been incurred or recognized to date on these swaps. Amounts reported in accumulated other comprehensive income related to these swaps will be reclassified to interest expense as interest payments are made on the forecasted refinancing. The Company estimates that an additional $13,106 will be reclassified to interest expense in 2004. 7. Stockholders' Equity and Minority Interest (a) The Company, through RCLP, has issued Cumulative Redeemable Preferred Units ("Preferred Units") in various amounts since 1998. The issues were sold primarily to institutional investors in private placements for $100 per unit. The Preferred Units, which may be called by RCLP at par after certain dates, have no stated maturity or mandatory redemption, and pay a cumulative, quarterly dividend at fixed rates. At any time after ten years from the date of issuance, the Preferred Units may be exchanged by the holder for Cumulative Redeemable Preferred Stock ("Preferred Stock") at an exchange rate of one share for one unit. The Preferred Units and the related Preferred Stock are not convertible F-19 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 7. Stockholders' Equity and Minority Interest (continued) (a) into common stock of the Company. The net proceeds of these offerings were used to reduce the balance of the Line. At December 31, 2003 and 2002 the face value of total Preferred Units issued was $229 million and $384 million, respectively, with an average fixed distribution rate of 8.88% and 8.72%, respectively. During the third quarter of 2003, the Company redeemed $80 million of Series A 8.125% Preferred Units which was funded from proceeds from the stock offering completed on August 18, 2003 and described below. At the time of the redemption, $1.2 million of costs related to the preferred units were recognized in the consolidated statements of operations as a component of minority interest of preferred units. During the first quarter of 2003, the Company redeemed $35 million of Series C 9% Preferred Units and $40 million of Series E 8.75% Preferred Units. The redemptions were portions of each series and the Company paid a 1% premium on the face value of the redeemed units totaling $750,000. At the time of redemption, the premium and $1.9 million of previously deferred costs related to the original preferred units' issuance were recognized in the consolidated statements of operations as a component of minority interest of preferred units. The redemption of the Series C and E units was funded from proceeds from the Line. Terms and conditions of the Preferred Units outstanding as of December 31, 2003 are summarized as follows:

Units Issue Amount Distribution Callable Exchangeable Series Outstanding Price Outstanding Rate by Company by Unitholder ------------------------------------------------------------------------------------------------------------------------------------ Series B 850,000 100.00 85,000,000 8.750% 09/03/04 09/03/09 Series C 400,000 100.00 40,000,000 9.000% 09/03/04 09/03/09 Series D 500,000 100.00 50,000,000 9.125% 09/29/04 09/29/09 Series E 300,000 100.00 30,000,000 8.750% 05/25/05 05/25/10 Series F 240,000 100.00 24,000,000 8.750% 09/08/05 09/08/10 -------------- ------------------- 2,290,000 $ 229,000,000 ============== ===================

(b) On August 18, 2003, we issued 3,600,000 shares of common stock at $35.96 per share in a public offering. Until June 24, 2003, Security Capital Group Incorporated owned 34,273,236 shares, representing 56.6% of Regency's outstanding common stock. On June 24, 2003 Security Capital (1) sold Regency common stock through (a) an underwritten public offering and (b) the sale of 4,606,880 shares to Regency at the public offering price of $32.56 per share and (2) agreed to sell the balance of its Regency shares pursuant to forward sales contracts with underwriters. Security Capital settled all of the forward sales contracts in September and December 2003, and as a result, Security Capital no longer owns any Regency shares. Security Capital terminated its Stockholders Agreement with Regency on June 24, 2003 and is now subject to the same 7% ownership limit in Regency's articles of incorporation that applies to other shareholders. F-20 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 7. Stockholders' Equity and Minority Interest (continued) (c) During the first quarter of 2003, the holder of the Series 2 preferred stock converted all of its remaining 450,400 preferred shares into common stock at a conversion ratio of 1:1. (d) On April 3, 2003, the Company received proceeds from a $75 million offering of 3,000,000 depositary shares representing 300,000 shares of Series 3 Cumulative Redeemable Preferred Stock. The depositary shares are not convertible into common stock of the Company and are redeemable at par upon Regency's election on or after April 3, 2008, pay a 7.45% annual dividend and have a liquidation value of $25 per depositary share. The proceeds from this offering were used to reduce the Line. F-21 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 8. Earnings per Share The following summarizes the calculation of basic and diluted earnings per share for the three years ended December 31, 2003, 2002 and 2001 (in thousands except per share data):

2003 2002 2001 ---- ---- ---- Numerator: --------- Income from continuing operations $ 111,236 79,615 77,926 Discontinued operations 19,553 30,909 22,738 ---------------- --------------- --------------- Net income 130,789 110,524 100,664 Less: Preferred stock dividends 4,175 2,858 2,965 ---------------- --------------- --------------- Net income for common stockholders - basic 126,614 107,666 97,699 Add: Convertible Preferred stock dividends - 582 - Add: Minority interest of exchangeable operating partnership units - continuing operations 2,582 2,014 1,970 Add: Minority interest of exchangeable operating partnership units - discontinued operations 462 783 587 ---------------- --------------- --------------- Net income for common stockholders - diluted $ 129,658 111,045 100,256 ================ =============== =============== Denominator: ----------- Weighted average common shares outstanding for basic EPS 59,411 58,193 57,465 Exchangeable operating partnership units 1,436 1,523 1,593 Incremental shares to be issued under common stock options using the Treasury method 395 378 216 Convertible series 2 preferred stock - 344 - ---------------- --------------- --------------- Weighted average common shares outstanding for diluted EPS 61,242 60,438 59,274 ================ =============== =============== Income per common share - basic ------------------------------- Income from continuing operations $ 1.80 1.32 1.30 Discontinued operations .33 .53 .40 ---------------- --------------- --------------- Net income for common stockholders per share $ 2.13 1.85 1.70 ================ =============== =============== Income per common share - diluted --------------------------------- Income from continuing operations $ 1.79 1.32 1.30 Discontinued operations .33 .52 .39 ---------------- --------------- --------------- Net income for common stockholders per share $ 2.12 1.84 1.69 ================ =============== ===============

F-22 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 9. Stock Option Plan Under the Plan, the Company may grant stock options to its officers, directors and other key employees. Options are granted at fair market value on the date of grant, vest 25% per year, and expire after ten years. Stock option grants also receive dividend equivalents for a specified period of time equal to the Company's dividend yield less the average dividend yield of the S&P 500 as of the grant date. Dividend equivalents are funded in Regency common stock, and vest at the same rate as the options upon which they are based. The following table reports stock option activity during the periods indicated:

Weighted Number of Average Shares Exercise Price ------------------- ------------------------ Outstanding, December 31, 2000 3,590,777 $ 23.50 ------------------- ------------------------ Granted 591,614 25.01 Forfeited (79,009) 24.11 Exercised (420,420) 21.62 ------------------- ------------------------ Outstanding, December 31, 2001 3,682,962 23.94 =================== ======================== Granted 1,710,093 30.19 Forfeited (177,819) 24.07 Exercised (2,117,376) 23.68 ------------------- ------------------------ Outstanding, December 31, 2002 3,097,860 27.47 =================== ======================== Granted 1,622,143 34.97 Forfeited (7,789) 22.95 Exercised (2,215,924) 27.73 ------------------- ------------------------ Outstanding, December 31, 2003 2,496,290 $ 32.13 =================== ========================

The following table presents information regarding all options outstanding at December 31, 2003:

Weighted Average Weighted Number of Remaining Range of Average Options Contractual Exercise Exercise Outstanding Life (in years) Prices Price -------------------------------------------------------------------------------------------------------- 540,669 5.98 $ 19.81 - 28.70 $ 24.84 934,266 5.55 29.40 - 32.88 31.52 1,021,355 4.45 33.37 - 40.00 36.54 -------------------------------------------------------------------------------------------------------- 2,496,290 5.20 $ 19.81 - 40.00 $ 32.13 ========================================================================================================

F-23 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 9. Stock Option Plan (continued) The following table presents information regarding options currently exercisable at December 31, 2003:

Weighted Number of Range of Average Options Exercise Exercise Exercisable Prices Price -------------------------------------------------------------------------------------------- 401,805 $ 19.81 - 28.70 $ 24.82 911,766 29.40 - 32.88 31.56 1,021,355 33.37 - 40.00 36.54 -------------------------------------------------------------------------------------------- 2,334,926 $ 19.81 - 40.00 $ 32.58 ============================================================================================

10. Operating Leases The Company's properties are leased to tenants under operating leases with expiration dates extending to the year 2033. Future minimum rents under noncancelable operating leases as of December 31, 2003, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume are as follows (in thousands): Year Ending December 31, Amount --------------------------------------- ---- --------------------- 2004 $ 268,020 2005 257,485 2006 223,650 2007 190,663 2008 156,164 Thereafter 47,564 ------------------- Total $ 1,143,546 =================== The shopping centers' tenant base includes primarily national and regional supermarkets, drug stores, discount department stores and other retailers and, consequently, the credit risk is concentrated in the retail industry. There were no tenants that individually represented 10% or more of the Company's combined minimum rent. 11. Contingencies The Company is involved in litigation on a number of matters and is subject to certain claims which arise in the normal course of business, none of which, in the opinion of management, is expected to have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. F-24 Regency Centers Corporation Notes to Consolidated Financial Statements December 31, 2003 12. Market and Dividend Information (Unaudited) The Company's common stock is traded on the New York Stock Exchange ("NYSE") under the symbol "REG". The Company currently has approximately 7,000 shareholders. The following table sets forth the high and low prices and the cash dividends declared on the Company's common stock by quarter for 2003 and 2002:

2003 2002 -------------------------------------------------- -------------------------------------------------- Cash Cash Quarter High Low Dividends High Low Dividends Ended Price Price Declared Price Price Declared ------------------------------------------------------------------------------------------------------------------------------------ March 31 $ 33.53 30.40 .52 29.50 26.88 .51 June 30 35.72 32.41 .52 31.03 27.82 .51 September 30 36.95 34.09 .52 31.85 25.22 .51 December 31 40.43 35.56 .52 32.40 28.92 .51

13. Summary of Quarterly Financial Data (Unaudited) Presented below is a summary of the consolidated quarterly financial data for the years ended December 31, 2003 and 2002 (amounts in thousands, except per share data):

First Second Third Fourth Quarter Quarter Quarter Quarter ------- ------- ------- ------- 2003: Revenues as originally reported $ 95,119 94,041 94,847 99,226 Reclassified to discontinued operations (2,711) (1,691) (1,210) - ------------ ------------- ------------ ------------ Adjusted Revenues $ 92,408 92,350 93,637 99,226 ------------ ------------- ------------ ------------ Net income for common stockholders $ 17,924 25,632 29,769 53,289 ============ ============= ============ ============ Net income per share: Basic $ .30 .43 .52 .89 ============ ============= ============ ============ Diluted $ .30 .42 .51 .89 ============ ============= ============ ============ 2002: Revenues as originally reported $ 93,623 93,949 97,320 95,567 Reclassified to discontinued operations (9,862) (7,635) (6,520) (2,781) ------------ ------------- ------------ ------------ Adjusted Revenues $ 83,761 86,314 90,800 92,786 ------------ ------------- ------------ ------------ Net income for common stockholders $ 24,518 22,232 26,690 34,227 ============ ============= ============ ============ Net income per share: Basic $ .42 .38 .46 .58 ============ ============= ============ ============ Diluted $ .42 .38 .46 .58 ============ ============= ============ ============

F-25 The Shareholders and Board of Directors Regency Centers Corporation Under date of March 8, 2004, we reported on the consolidated balance sheets of Regency Centers Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2003, as contained in the annual report on Form 10-K for the year 2003. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedule as listed in the accompanying index on page F-1 of the annual report on Form 10-K for the year 2003. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statement schedule based on our audits. In our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. /s/ KPMG LLP Jacksonville, Florida March 8, 2004 S-1 REGENCY CENTERS CORPORATION Combined Real Estate and Accumulated Depreciation December 31, 2003

Initial Cost Total Cost ------------------------------ Cost Capitalized --------------------------------------------- Building & Subsequent to Building & Properties held Land Improvements Acquisition Land Improvements for Sale -------------- -------------- -------------- -------------- -------------- ----------- - ALDEN BRIDGE 12,936,975 10,145,890 1,020,729 12,936,975 11,166,619 - ANTHEM MARKETPLACE 6,845,971 13,563,458 (159,999) 6,846,031 13,403,399 - ARAPAHO VILLAGE 837,148 8,031,688 386,130 837,148 8,417,818 - ASHBURN FARM MARKET CENTER 9,868,511 5,037,198 (300,146) 9,835,091 4,770,472 - ASHFORD PLACE 2,803,998 9,943,994 (398,876) 2,583,998 9,765,118 - AVENTURA SHOPPING CENTER 2,751,094 9,317,790 884,391 2,751,094 10,202,181 - BECKETT COMMONS 1,625,242 5,844,871 4,817,423 1,625,242 10,662,294 - BENEVA VILLAGE SHOPS 2,483,547 8,851,199 792,262 2,483,547 9,643,461 - BERKSHIRE COMMONS 2,294,960 8,151,236 226,119 2,294,960 8,377,355 - BETHANY PARK PLACE 4,604,877 5,791,750 (243,141) 4,289,877 5,863,609 - BLOOMINGDALE 3,861,759 14,100,891 542,013 3,861,759 14,642,904 - BLOSSOM VALLEY 7,803,568 10,320,913 198,069 7,803,568 10,518,982 - BOLTON PLAZA 2,660,227 6,209,110 1,547,135 2,634,664 7,781,808 - BOULEVARD CENTER 3,659,040 9,658,227 615,748 3,659,040 10,273,975 - BOYNTON LAKES PLAZA 2,783,000 10,043,027 1,339,353 2,783,000 11,382,380 - BRIARCLIFF LA VISTA 694,120 2,462,819 690,587 694,120 3,153,406 - BRIARCLIFF VILLAGE 4,597,018 16,303,813 8,081,005 4,597,018 24,384,818 - BUCKHEAD COURT 1,737,569 6,162,941 1,773,619 1,627,569 8,046,560 - BUCKLEY SQUARE 2,970,000 5,126,240 262,414 2,970,000 5,388,654 - CAMBRIDGE SQUARE SHOPPING CTR 792,000 2,916,034 1,364,294 792,000 4,280,328 - CARMEL COMMONS 2,466,200 8,903,187 3,249,881 2,466,200 12,153,068 - CARRIAGE GATE 740,960 2,494,750 1,802,664 740,960 4,297,414 - CASA LINDA PLAZA 4,515,000 30,809,330 480,093 4,515,000 31,289,423 - CHAMPIONS FOREST 2,665,875 8,678,603 162,401 2,665,875 8,841,004 - CHASEWOOD PLAZA 1,675,000 11,390,727 13,512,276 4,842,921 21,735,082 - CHERRY GROVE 3,533,146 12,710,297 2,460,235 3,533,146 15,170,532 - CHERRY PARK MARKET 2,400,000 16,162,934 633,153 2,400,000 16,796,087 - CHERRY STREET CENTER 2,850,727 4,102,215 (239,290) 2,597,996 4,115,656 - CHESHIRE STATION 10,181,822 8,442,783 (220,924) 10,106,695 8,296,986 - CLAYTON VALLEY 14,646,174 9,012,777 - 14,646,174 9,012,777 - COCHRAN'S CROSSING 13,154,094 10,065,783 2,194,752 13,154,192 12,260,437 - COOPER STREET 2,078,891 10,682,189 43,933 2,078,891 10,726,122 - COSTA VERDE 12,740,000 25,261,188 407,252 12,740,000 25,668,440 - COURTYARD SHOPPING CENTER 1,761,567 4,187,039 (82,028) 5,866,578 - - CREEKSIDE PHASE II 390,802 1,397,415 678,114 370,527 2,095,804 - CROMWELL SQUARE 1,771,892 6,285,288 491,826 1,771,892 6,777,114 - CUMMING 400 2,374,562 8,420,776 694,554 2,374,562 9,115,330 - DELK SPECTRUM 2,984,577 11,048,896 199,073 2,984,577 11,247,969 - DIABLO PLAZA 5,300,000 7,535,866 361,511 5,300,000 7,897,377 - DICKSON TN 675,000 1,568,495 - 675,000 1,568,495 DUNWOODY HALL 1,819,209 6,450,922 5,619,288 2,528,599 11,360,820 - DUNWOODY VILLAGE 2,326,063 7,216,045 8,093,017 3,335,614 14,299,511 - EAST POINTE 1,868,120 6,742,983 114,121 1,730,114 6,995,110 - EAST PORT PLAZA 3,257,023 11,611,363 (1,820,074) 3,257,023 9,791,289 - ECHELON VILLAGE PLAZA 4,587,273 9,637,201 - 4,587,273 9,637,201 - EL CAMINO 7,600,000 10,852,428 469,594 7,600,000 11,322,022 - EL CERRITO PLAZA 2,108,735 - - 2,108,735 - - EL NORTE PARKWAY PLA 2,833,510 6,332,078 605,074 2,833,510 6,937,152 - ENCINA GRANDE 5,040,000 10,378,539 380,819 5,040,000 10,759,358 - FENTON MARKETPLACE 3,020,000 10,368,796 (350,386) 2,615,406 10,423,004 - FLEMING ISLAND 3,076,701 6,291,505 4,857,003 3,076,701 11,148,508 - FOLSOM PRAIRIE CITY CROSSING 3,944,033 11,257,933 1,764 3,944,033 11,259,697 - FORT BEND CENTER 6,965,772 4,401,061 - 6,965,772 4,401,061 - FRANKFORT CROSSING SHPG CTR 8,325,402 6,066,815 380,492 8,325,402 6,447,307 - FRIARS MISSION 6,660,000 27,276,992 409,127 6,660,000 27,686,119 - PRESTONBROOK 4,703,516 10,761,732 (2,735,282) 4,209,248 8,520,718 - GARDEN SQUARE 2,073,500 7,614,748 528,366 2,136,135 8,080,479 - GARNER 5,591,099 19,897,197 1,876,272 5,591,099 21,773,469 - GELSON'S WESTLAKE MARKET PLAZA 2,332,000 8,316,264 14,536 2,332,000 8,330,800 - GLENWOOD VILLAGE 1,194,198 4,235,476 619,491 1,194,198 4,854,967 -

Total Cost Net of Accumulated Accumulated Total Depreciation Depreciation Mortgages ------------- ------------- --------------- -------------- ALDEN BRIDGE 24,103,594 759,169 23,344,425 10,272,838 ANTHEM MARKETPLACE 20,249,430 115,147 20,134,283 - ARAPAHO VILLAGE 9,254,966 1,102,102 8,152,864 - ASHBURN FARM MARKET CENTER 14,605,563 526,494 14,079,069 - ASHFORD PLACE 12,349,116 2,261,850 10,087,266 4,041,679 AVENTURA SHOPPING CENTER 12,953,275 4,707,474 8,245,801 - BECKETT COMMONS 12,287,536 1,195,168 11,092,368 - BENEVA VILLAGE SHOPS 12,127,008 1,291,348 10,835,660 - BERKSHIRE COMMONS 10,672,315 2,282,054 8,390,261 - BETHANY PARK PLACE 10,153,486 1,527,005 8,626,481 - BLOOMINGDALE 18,504,663 2,305,741 16,198,922 - BLOSSOM VALLEY 18,322,550 1,325,824 16,996,726 - BOLTON PLAZA 10,416,472 2,177,205 8,239,267 - BOULEVARD CENTER 13,933,015 1,290,655 12,642,360 - BOYNTON LAKES PLAZA 14,165,380 1,769,080 12,396,300 - BRIARCLIFF LA VISTA 3,847,526 971,949 2,875,577 - BRIARCLIFF VILLAGE 28,981,836 5,199,152 23,782,684 12,307,949 BUCKHEAD COURT 9,674,129 1,764,631 7,909,498 - BUCKLEY SQUARE 8,358,654 807,449 7,551,205 - CAMBRIDGE SQUARE SHOPPING CTR 5,072,328 789,370 4,282,958 - CARMEL COMMONS 14,619,268 1,975,797 12,643,471 - CARRIAGE GATE 5,038,374 1,655,431 3,382,943 - CASA LINDA PLAZA 35,804,423 3,908,462 31,895,961 - CHAMPIONS FOREST 11,506,879 1,109,644 10,397,235 - CHASEWOOD PLAZA 26,578,003 5,198,822 21,379,181 - CHERRY GROVE 18,703,678 2,191,860 16,511,818 - CHERRY PARK MARKET 19,196,087 2,310,999 16,885,088 - CHERRY STREET CENTER 6,713,652 350,903 6,362,749 5,650,012 CHESHIRE STATION 18,403,681 965,811 17,437,870 - CLAYTON VALLEY 23,658,951 21,846 23,637,105 - COCHRAN'S CROSSING 25,414,629 793,136 24,621,493 5,720,439 COOPER STREET 12,805,013 1,324,600 11,480,413 - COSTA VERDE 38,408,440 4,219,578 34,188,862 - COURTYARD SHOPPING CENTER 5,866,578 - 5,866,578 - CREEKSIDE PHASE II 2,466,331 164,663 2,301,668 - CROMWELL SQUARE 8,549,006 1,469,234 7,079,772 - CUMMING 400 11,489,892 1,987,723 9,502,169 6,004,419 DELK SPECTRUM 14,232,546 1,748,020 12,484,526 - DIABLO PLAZA 13,197,377 1,094,584 12,102,793 - DICKSON TN 2,243,495 164,960 2,078,535 DUNWOODY HALL 13,889,419 2,046,304 11,843,115 - DUNWOODY VILLAGE 17,635,125 2,281,027 15,354,098 - EAST POINTE 8,725,224 1,254,813 7,470,411 4,446,115 EAST PORT PLAZA 13,048,312 657,513 12,390,799 - ECHELON VILLAGE PLAZA 14,224,474 666,836 13,557,638 - EL CAMINO 18,922,022 1,514,120 17,407,902 - EL CERRITO PLAZA 2,108,735 - 2,108,735 - EL NORTE PARKWAY PLA 9,770,662 873,756 8,896,906 - ENCINA GRANDE 15,799,358 1,382,680 14,416,678 - FENTON MARKETPLACE 13,038,410 620,868 12,417,542 - FLEMING ISLAND 14,225,209 1,277,427 12,947,782 2,837,744 FOLSOM PRAIRIE CITY CROSSING 15,203,730 748,343 14,455,387 - FORT BEND CENTER 11,366,833 323,195 11,043,638 - FRANKFORT CROSSING SHPG CTR 14,772,709 310,363 14,462,346 - FRIARS MISSION 34,346,119 3,302,002 31,044,117 16,290,155 PRESTONBROOK 12,729,966 1,492,699 11,237,267 - GARDEN SQUARE 10,216,614 1,342,361 8,874,253 - GARNER 27,364,568 2,860,791 24,503,777 - GELSON'S WESTLAKE MARKET PLAZA 10,662,800 304,368 10,358,432 - GLENWOOD VILLAGE 6,049,165 1,054,990 4,994,175 -

S-2

Initial Cost Total Cost ------------------------------ Cost Capitalized --------------------------------------------- Building & Subsequent to Building & Properties held Land Improvements Acquisition Land Improvements for Sale -------------- -------------- -------------- -------------- -------------- ----------- GRANDE OAK 5,568,971 5,899,762 (264,580) 5,327,108 5,877,045 KROGER NEW ALBANY CENTER 2,769,901 6,379,103 1,169,985 3,844,152 6,474,837 - HANCOCK 8,231,581 24,248,620 2,279,142 8,231,581 26,527,762 - HARPETH VILLAGE FIELDSTONE 2,283,874 5,559,498 3,746,115 2,283,874 9,305,613 - HERITAGE LAND 12,390,000 - - 12,390,000 - - HERITAGE PLAZA - 23,675,957 1,618,685 - 25,294,642 - HERSHEY 6,533 824,232 736 6,533 824,968 - HILLCREST VILLAGE 1,600,000 1,797,686 70,067 1,600,000 1,867,753 - HINSDALE 4,217,840 15,039,854 2,032,960 5,729,008 15,561,646 - HYDE PARK 9,240,000 33,340,181 4,917,860 9,767,813 37,730,228 - INGLEWOOD PLAZA 1,300,000 1,862,406 161,926 1,300,000 2,024,332 - KELLER TOWN CENTER 2,293,527 12,239,464 405,218 2,293,527 12,644,682 KERNERSVILLE PLAZA 1,741,562 6,081,020 552,139 1,741,562 6,633,159 - KINGSDALE SHOPPING CENTER 3,866,500 14,019,614 5,451,850 4,027,515 19,310,449 - LAKE PINE PLAZA 2,008,110 6,908,986 630,980 2,008,110 7,539,966 - LAKESHORE 1,617,940 5,371,499 301,762 1,617,940 5,673,261 - LEETSDALE MARKETPLACE 3,420,000 9,933,701 76,293 3,420,000 10,009,994 - LITTLETON SQUARE 2,030,000 8,254,964 100,420 2,030,000 8,355,384 - LLOYD KING CENTER 1,779,180 8,854,803 175,073 1,779,180 9,029,876 - LOEHMANNS PLAZA GEORGIA 3,981,525 14,117,891 1,044,427 3,981,525 15,162,318 - LOEHMANNS PLAZA CALIFORNIA 5,420,000 8,679,135 352,600 5,420,000 9,031,735 - MACARTHUR PARK REPURCHASE 1,929,750 - - 1,929,750 - - MAINSTREET SQUARE 1,274,027 4,491,897 86,605 1,161,449 4,691,080 - MARINERS VILLAGE 1,628,000 5,907,835 421,332 1,628,000 6,329,167 - MARKET AT PRESTON FOREST 4,400,000 10,752,712 54,347 4,400,000 10,807,059 - MARKET AT ROUND ROCK 2,000,000 9,676,170 132,445 2,000,000 9,808,615 - MARKETPLACE ST PETE 1,287,000 4,662,740 573,569 1,287,000 5,236,309 - MARTIN DOWNS VILLAGE CENTER 2,000,000 5,133,495 4,272,854 2,437,664 8,968,685 - MARTIN DOWNS VILLAGE SHOPPES 700,000 1,207,861 3,519,882 817,135 4,610,608 - MATLOCK CENTER 2,502,361 3,031,475 - 2,502,361 3,031,475 - MAXTOWN ROAD (NORTHGATE) 1,753,136 6,244,449 82,566 1,753,136 6,327,015 - MAYNARD CROSSING 4,066,381 14,083,800 1,312,764 4,066,381 15,396,564 - MEMORIAL BEND SHOPPING CENTER 3,256,181 11,546,660 2,655,788 3,366,181 14,092,448 - MILLHOPPER 1,073,390 3,593,523 1,702,035 1,073,390 5,295,558 - MILLS POINTE 2,000,000 11,919,176 98,833 2,000,000 12,018,009 - MOCKINGBIRD COMMON 3,000,000 9,675,600 368,327 3,000,000 10,043,927 - MONUMENT JACKSON CREEK 2,999,482 6,476,151 11,406 2,999,482 6,487,557 - MORNINGSIDE PLAZA 4,300,000 13,119,929 159,119 4,300,000 13,279,048 - MURRAYHILL MARKETPLACE 2,600,000 15,753,034 1,933,725 2,669,805 17,616,954 - NASHBORO 1,824,320 7,167,679 450,712 1,824,320 7,618,391 - NEWBERRY SQUARE 2,341,460 8,466,651 1,398,340 2,341,460 9,864,991 - NEWLAND CENTER 12,500,000 12,221,279 (1,983,513) 12,500,000 10,237,766 - NORTH HILLS 4,900,000 18,972,202 167,220 4,900,000 19,139,422 - NORTHLAKE VILLAGE I 2,662,000 9,684,740 401,957 2,662,000 10,086,697 - NORTHVIEW PLAZA 1,956,961 8,694,879 146,414 1,956,961 8,841,293 - OAKBROOK PLAZA 4,000,000 6,365,704 149,953 4,000,000 6,515,657 - OCEAN BREEZE 1,250,000 3,341,199 4,006,102 1,527,400 7,069,901 - OLD ST AUGUSTINE PLAZA 2,047,151 7,355,162 1,565,906 2,107,151 8,861,068 - PACES FERRY PLAZA 2,811,522 9,967,557 2,225,045 2,811,622 12,192,502 - PALM TRAILS PLAZA 2,438,996 5,818,523 (157,470) 2,022,454 6,077,595 - PANTHER CREEK 14,413,781 12,079,254 2,020,132 14,413,781 14,099,386 - PARK PLACE SHOPPING CENTER 2,231,745 7,974,362 425,997 2,231,745 8,400,359 - PASEO VILLAGE 2,550,000 7,780,102 517,073 2,550,000 8,297,175 - PEACHLAND PROMENADE 1,284,562 5,143,564 269,388 1,284,561 5,412,953 - PEARTREE VILLAGE 5,196,653 8,732,711 10,768,493 5,196,653 19,501,204 - PIKE CREEK 5,077,406 18,860,183 1,151,836 5,077,406 20,012,019 - PIMA CROSSING 5,800,000 24,891,690 810,877 5,800,000 25,702,567 - PINE LAKE VILLAGE 6,300,000 10,522,041 138,688 6,300,000 10,660,729 - PINE TREE PLAZA 539,000 1,995,927 3,487,695 539,000 5,483,622 - PLAZA HERMOSA 4,200,000 9,369,630 605,836 4,200,000 9,975,466 -

Total Cost Net of Accumulated Accumulated Total Depreciation Depreciation Mortgages ------------- ------------- --------------- -------------- GRANDE OAK 11,204,153 418,800 10,785,353 KROGER NEW ALBANY CENTER 10,318,989 1,142,713 9,176,276 8,190,517 HANCOCK 34,759,343 3,429,620 31,329,723 - HARPETH VILLAGE FIELDSTONE 11,589,487 1,382,277 10,207,210 - HERITAGE LAND 12,390,000 - 12,390,000 - HERITAGE PLAZA 25,294,642 3,257,969 22,036,673 - HERSHEY 831,501 62,590 768,911 - HILLCREST VILLAGE 3,467,753 227,778 3,239,975 - HINSDALE 21,290,654 2,081,066 19,209,588 - HYDE PARK 47,498,041 6,203,814 41,294,227 - INGLEWOOD PLAZA 3,324,332 277,982 3,046,350 - KELLER TOWN CENTER 14,938,209 1,395,219 13,542,990 - KERNERSVILLE PLAZA 8,374,721 958,986 7,415,735 4,788,416 KINGSDALE SHOPPING CENTER 23,337,964 3,114,393 20,223,571 - LAKE PINE PLAZA 9,548,076 1,097,004 8,451,072 5,415,066 LAKESHORE 7,291,201 854,362 6,436,839 3,373,320 LEETSDALE MARKETPLACE 13,429,994 1,241,153 12,188,841 - LITTLETON SQUARE 10,385,384 1,016,350 9,369,034 - LLOYD KING CENTER 10,809,056 1,170,719 9,638,337 - LOEHMANNS PLAZA GEORGIA 19,143,843 3,411,704 15,732,139 - LOEHMANNS PLAZA CALIFORNIA 14,451,735 1,216,100 13,235,635 - MACARTHUR PARK REPURCHASE 1,929,750 - 1,929,750 - MAINSTREET SQUARE 5,852,529 856,658 4,995,871 - MARINERS VILLAGE 7,957,167 1,186,923 6,770,244 - MARKET AT PRESTON FOREST 15,207,059 1,294,018 13,913,041 - MARKET AT ROUND ROCK 11,808,615 1,233,402 10,575,213 6,693,790 MARKETPLACE ST PETE 6,523,309 1,118,243 5,405,066 - MARTIN DOWNS VILLAGE CENTER 11,406,349 2,774,289 8,632,060 - MARTIN DOWNS VILLAGE SHOPPES 5,427,743 1,296,594 4,131,149 - MATLOCK CENTER 5,533,836 271,612 5,262,224 - MAXTOWN ROAD (NORTHGATE) 8,080,151 974,958 7,105,193 4,855,598 MAYNARD CROSSING 19,462,945 2,236,323 17,226,622 10,746,828 MEMORIAL BEND SHOPPING CENTER 17,458,629 3,331,325 14,127,304 6,883,068 MILLHOPPER 6,368,948 2,122,545 4,246,403 - MILLS POINTE 14,018,009 1,522,863 12,495,146 - MOCKINGBIRD COMMON 13,043,927 1,343,234 11,700,693 - MONUMENT JACKSON CREEK 9,487,039 1,102,487 8,384,552 - MORNINGSIDE PLAZA 17,579,048 1,702,209 15,876,839 - MURRAYHILL MARKETPLACE 20,286,759 2,370,667 17,916,092 7,380,510 NASHBORO 9,442,711 916,191 8,526,520 - NEWBERRY SQUARE 12,206,451 2,996,731 9,209,720 - NEWLAND CENTER 22,737,766 1,812,616 20,925,150 - NORTH HILLS 24,039,422 2,336,968 21,702,454 7,375,101 NORTHLAKE VILLAGE I 12,748,697 875,390 11,873,307 6,519,127 NORTHVIEW PLAZA 10,798,254 1,095,139 9,703,115 - OAKBROOK PLAZA 10,515,657 961,441 9,554,216 - OCEAN BREEZE 8,597,301 2,010,145 6,587,156 - OLD ST AUGUSTINE PLAZA 10,968,219 1,943,918 9,024,301 - PACES FERRY PLAZA 15,004,124 2,622,960 12,381,164 - PALM TRAILS PLAZA 8,100,049 896,808 7,203,241 - PANTHER CREEK 28,513,167 903,393 27,609,774 10,411,756 PARK PLACE SHOPPING CENTER 10,632,104 1,095,430 9,536,674 - PASEO VILLAGE 10,847,175 1,120,664 9,726,511 - PEACHLAND PROMENADE 6,697,514 1,394,468 5,303,046 - PEARTREE VILLAGE 24,697,857 3,345,197 21,352,660 11,797,330 PIKE CREEK 25,089,425 2,989,959 22,099,466 - PIMA CROSSING 31,502,567 3,135,772 28,366,795 - PINE LAKE VILLAGE 16,960,729 1,302,564 15,658,165 - PINE TREE PLAZA 6,022,622 789,842 5,232,780 - PLAZA HERMOSA 14,175,466 1,229,256 12,946,210 -

S-3

Initial Cost Total Cost ------------------------------ Cost Capitalized --------------------------------------------- Building & Subsequent to Building & Properties held Land Improvements Acquisition Land Improvements for Sale -------------- -------------- -------------- -------------- -------------- ----------- POWELL STREET PLAZA 8,247,800 29,279,275 181,172 8,247,800 29,460,447 POWERS FERRY SQUARE 3,607,647 12,790,749 4,414,410 3,607,647 17,205,159 - POWERS FERRY VILLAGE 1,190,822 4,223,606 287,187 1,190,822 4,510,793 - PRESTON PARK 6,400,000 46,896,071 2,176,558 6,400,000 49,072,629 - PRESTONWOOD PARK 8,076,836 14,938,333 141,442 8,076,836 15,079,775 - QUEENSBOROUGH 1,826,000 6,501,056 (279,019) 1,357,797 6,690,240 - REGENCY COURT 3,571,337 12,664,014 (548,766) 3,571,337 12,115,248 - REGENCY SQUARE BRANDON 577,975 18,156,719 10,449,611 4,770,279 24,414,026 - RIVERMONT STATION 2,887,213 10,445,109 164,150 2,887,213 10,609,259 - RONA PLAZA 1,500,000 4,356,480 54,336 1,500,000 4,410,816 - RRC AL ONE INC 546,829 2,187,314 7,550 546,829 2,194,864 - RUSSELL RIDGE 2,153,214 - 6,675,083 2,215,341 6,612,956 - SAMMAMISH HIGHLAND 9,300,000 7,553,288 135,310 9,300,000 7,688,598 - SAN LEANDRO 1,300,000 7,891,091 136,871 1,300,000 8,027,962 - SANTA ANA DOWNTOWN 4,240,000 7,319,468 819,555 4,240,000 8,139,023 - SEQUOIA STATION 9,100,000 17,899,819 155,399 9,100,000 18,055,218 - SHERWOOD CROSSROADS 2,731,038 3,611,502 1,759,565 2,731,038 5,371,067 - SHERWOOD MARKET CENTER 3,475,000 15,897,972 80,972 3,475,000 15,978,944 - SHILOH SPRINGS 4,968,236 7,859,381 4,400,095 5,738,582 11,489,130 - SHOPPES AT MASON 1,576,656 5,357,855 64,540 1,576,656 5,422,395 - SOMERSET CROSSING 8,744,636 7,819,222 - 8,744,636 7,819,222 - SOUTH MOUNTAIN 934,179 - - 934,179 - - SOUTH POINT PLAZA 5,000,000 10,085,995 92,365 5,000,000 10,178,360 - SOUTHPOINT CROSSING 4,399,303 11,116,491 924,187 4,399,303 12,040,678 - SOUTHCENTER 1,300,000 12,250,504 210,956 1,300,000 12,461,460 - SOUTHPARK 3,077,667 9,399,976 153,373 3,077,667 9,553,349 - ST ANN SQUARE 1,541,883 5,597,282 (1,218,543) 1,541,883 4,378,739 - STARKE 71,306 1,709,066 4,062 71,306 1,713,128 - STATLER SQUARE PHASE I 2,227,819 7,479,952 757,814 2,227,819 8,237,766 - STERLING RIDGE 12,845,777 10,085,096 1,914,222 12,845,777 11,999,318 - STONEBRIDGE CENTER 1,598,336 3,020,759 7,681 1,598,336 3,028,440 - STRAWFLOWER VILLAGE 4,060,228 7,232,936 325,930 4,060,228 7,558,866 - STROH RANCH 4,138,423 7,110,856 955,975 4,279,745 7,925,509 - SUNNYSIDE 205 1,200,000 8,703,281 228,353 1,200,000 8,931,634 - TALL OAKS VILLAGE CENTER 1,857,680 6,736,045 42,768 1,857,680 6,778,813 - TARRANT PARKWAY PLAZA 173,050 - - 173,050 - - TASSAJARA CROSSING 8,560,000 14,899,929 137,093 8,560,000 15,037,022 - THE MARKET AT OPITZ CROSSING 9,902,423 8,338,698 778,965 9,902,423 9,117,663 - THE MARKETPLACE ALEX CITY 1,211,605 4,056,242 (1,067,839) - - 4,200,008 THE PROVINCES 2,224,650 3,943,811 73,897 2,224,650 4,017,708 - THE SHOPS 3,292,565 2,320,029 821,875 3,292,563 3,141,906 - THE SHOPS OF SANTA BARBARA 9,476,801 1,322,639 - 9,476,801 1,322,639 - THOMAS LAKE 6,000,000 10,301,811 180,374 6,000,000 10,482,185 - TOWN CENTER AT MARTIN DOWNS 1,364,000 4,985,410 102,844 1,364,000 5,088,254 - TOWN SQUARE 438,302 1,555,481 6,917,112 882,895 8,028,000 - TROPHY CLUB 2,595,158 10,467,465 140,090 2,595,158 10,607,555 - TROPHY CLUB OUTPARCELS - - - - - - TWIN PEAKS 5,200,000 25,119,758 128,311 5,200,000 25,248,069 - UNION SQUARE SHOPPING CENTER 1,578,654 5,933,889 454,111 1,578,656 6,387,998 - UNIVERSITY COLLECTION 2,530,000 8,971,597 743,609 2,530,000 9,715,206 - UNIVERSITY MARKETPLACE 3,250,562 7,044,579 (3,178,167) 3,532,046 3,584,928 - VALLEY RANCH CENTRE 3,021,181 10,727,623 30,696 3,021,181 10,758,319 - VENTURA VILLAGE 4,300,000 6,351,012 209,370 4,300,000 6,560,382 - VILLAGE CENTER 6 3,885,444 10,799,316 971,822 3,885,444 11,771,138 - VILLAGE IN TRUSSVILLE 973,954 3,260,627 387,731 1,141,677 3,480,635 - VISTOSO CENTER 196,691 - - 196,691 - - WALKER CENTER 3,840,000 6,417,522 205,666 3,840,000 6,623,188 - WATERFORD TOWNE CENTER 5,650,058 6,843,671 1,835,068 6,493,010 7,835,787 - WELLEBY 1,496,000 5,371,636 1,954,764 1,496,000 7,326,400 - WELLINGTON TOWN SQUARE 1,914,000 7,197,934 1,106,550 2,026,500 8,191,984 -

Total Cost Net of Accumulated Accumulated Total Depreciation Depreciation Mortgages ------------- ------------- --------------- -------------- POWELL STREET PLAZA 37,708,247 1,506,445 36,201,802 - POWERS FERRY SQUARE 20,812,806 3,668,578 17,144,228 - POWERS FERRY VILLAGE 5,701,615 1,008,420 4,693,195 2,729,281 PRESTON PARK 55,472,629 5,928,592 49,544,037 - PRESTONWOOD PARK 23,156,611 1,751,564 21,405,047 - QUEENSBOROUGH 8,048,037 1,384,201 6,663,836 - REGENCY COURT 15,686,585 743,248 14,943,337 - REGENCY SQUARE BRANDON 29,184,305 9,848,728 19,335,577 - RIVERMONT STATION 13,496,472 1,759,884 11,736,588 - RONA PLAZA 5,910,816 533,047 5,377,769 - RRC AL ONE INC 2,741,693 481,788 2,259,905 - RUSSELL RIDGE 8,828,297 1,554,574 7,273,723 - SAMMAMISH HIGHLAND 16,988,598 969,536 16,019,062 - SAN LEANDRO 9,327,962 1,050,057 8,277,905 - SANTA ANA DOWNTOWN 12,379,023 1,128,581 11,250,442 - SEQUOIA STATION 27,155,218 2,207,152 24,948,066 - SHERWOOD CROSSROADS 8,102,105 240,664 7,861,441 - SHERWOOD MARKET CENTER 19,453,944 2,053,179 17,400,765 - SHILOH SPRINGS 17,227,712 3,257,701 13,970,011 - SHOPPES AT MASON 6,999,051 802,598 6,196,453 3,550,863 SOMERSET CROSSING 16,563,858 68,628 16,495,230 - SOUTH MOUNTAIN 934,179 - 934,179 - SOUTH POINT PLAZA 15,178,360 1,267,425 13,910,935 - SOUTHPOINT CROSSING 16,439,981 1,567,654 14,872,327 - SOUTHCENTER 13,761,460 1,485,388 12,276,072 - SOUTHPARK 12,631,016 1,173,506 11,457,510 - ST ANN SQUARE 5,920,622 1,149,531 4,771,091 4,339,211 STARKE 1,784,434 126,830 1,657,604 - STATLER SQUARE PHASE I 10,465,585 1,284,502 9,181,083 5,001,575 STERLING RIDGE 24,845,095 775,872 24,069,223 10,708,498 STONEBRIDGE CENTER 4,626,776 198,550 4,428,226 - STRAWFLOWER VILLAGE 11,619,094 971,475 10,647,619 - STROH RANCH 12,205,254 1,257,097 10,948,157 - SUNNYSIDE 205 10,131,634 1,142,148 8,989,486 - TALL OAKS VILLAGE CENTER 8,636,493 299,572 8,336,921 6,316,571 TARRANT PARKWAY PLAZA 173,050 - 173,050 - TASSAJARA CROSSING 23,597,022 1,832,954 21,764,068 - THE MARKET AT OPITZ CROSSING 19,020,086 286,621 18,733,465 12,482,633 THE MARKETPLACE ALEX CITY 4,200,008 - 4,200,008 - THE PROVINCES 6,242,358 266,811 5,975,547 - THE SHOPS 6,434,469 34,755 6,399,714 - THE SHOPS OF SANTA BARBARA 10,799,440 9,431 10,790,009 - THOMAS LAKE 16,482,185 1,247,885 15,234,300 - TOWN CENTER AT MARTIN DOWNS 6,452,254 911,861 5,540,393 - TOWN SQUARE 8,910,895 983,949 7,926,946 - TROPHY CLUB 13,202,713 983,472 12,219,241 - TROPHY CLUB OUTPARCELS - 12,466 (12,466) - TWIN PEAKS 30,448,069 3,134,293 27,313,776 - UNION SQUARE SHOPPING CENTER 7,966,654 1,273,202 6,693,452 - UNIVERSITY COLLECTION 12,245,206 1,864,844 10,380,362 - UNIVERSITY MARKETPLACE 7,116,974 228,284 6,888,690 - VALLEY RANCH CENTRE 13,779,500 1,334,566 12,444,934 - VENTURA VILLAGE 10,860,382 805,860 10,054,522 - VILLAGE CENTER 6 15,656,582 2,551,179 13,105,403 - VILLAGE IN TRUSSVILLE 4,622,312 1,054,355 3,567,957 - VISTOSO CENTER 196,691 - 196,691 - WALKER CENTER 10,463,188 853,170 9,610,018 - WATERFORD TOWNE CENTER 14,328,797 1,414,506 12,914,291 - WELLEBY 8,822,400 1,969,307 6,853,093 - WELLINGTON TOWN SQUARE 10,218,484 1,616,774 8,601,710 -

S-4

Initial Cost Total Cost ------------------------------ Cost Capitalized --------------------------------------------- Building & Subsequent to Building & Properties held Land Improvements Acquisition Land Improvements for Sale -------------- -------------- -------------- -------------- -------------- ----------- WEST END 32,500 1,888,211 1,220 32,500 1,889,431 - WEST PARK PLAZA 5,840,225 4,991,746 285,957 5,840,225 5,277,703 - WESTBROOK COMMONS 3,366,000 11,928,393 414,004 3,366,000 12,342,397 - WESTCHESTER PLAZA 1,857,048 6,456,178 870,436 1,857,048 7,326,614 - WESTLAKE VILLAGE CENTER 7,042,728 25,744,011 839,535 7,042,729 26,583,545 - WHITE OAK - DOVER, DE 2,146,550 2,995,295 139,134 2,143,654 3,137,325 - WILLA SPRINGS SHOPPING CENTER 2,004,438 9,266,550 (215,778) 2,143,784 8,911,426 - WINDMILLER PLAZA PHASE I 2,620,355 11,190,526 1,138,591 2,620,355 12,329,117 - WOODCROFT SHOPPING CENTER 1,419,000 5,211,981 546,342 1,419,000 5,758,323 - WOODMAN VAN NUYS 5,500,000 6,835,246 328,616 5,500,000 7,163,862 - WOODMEN PLAZA 6,014,033 10,077,698 (82,372) 6,645,284 9,364,075 - WOODSIDE CENTRAL 3,500,000 8,845,697 87,860 3,500,000 8,933,557 - WORTHINGTON PARK CENTRE 3,346,203 10,053,858 1,010,093 3,346,203 11,063,951 - OPERATING BUILD TO SUIT PROPERTIES 11,713,346 6,322,184 - 11,713,346 6,322,184 ------------------------------------------------------------------------------------------ 721,456,740 1,740,838,443 194,080,507 738,101,034 1,914,074,648 4,200,008 ==========================================================================================

Total Cost Net of Accumulated Accumulated Total Depreciation Depreciation Mortgages ------------- ------------- --------------- -------------- WEST END 1,921,931 202,562 1,719,369 - WEST PARK PLAZA 11,117,928 652,195 10,465,733 - WESTBROOK COMMONS 15,708,397 845,742 14,862,655 - WESTCHESTER PLAZA 9,183,662 1,376,082 7,807,580 5,205,745 WESTLAKE VILLAGE CENTER 33,626,274 3,693,796 29,932,478 - WHITE OAK - DOVER, DE 5,280,979 244,951 5,036,028 - WILLA SPRINGS SHOPPING CENTER 11,055,210 779,140 10,276,070 - WINDMILLER PLAZA PHASE I 14,949,472 1,697,278 13,252,194 - WOODCROFT SHOPPING CENTER 7,177,323 1,184,100 5,993,223 - WOODMAN VAN NUYS 12,663,862 908,003 11,755,859 5,063,698 WOODMEN PLAZA 16,009,359 2,092,807 13,916,552 - WOODSIDE CENTRAL 12,433,557 1,094,484 11,339,073 - WORTHINGTON PARK CENTRE 14,410,154 1,954,980 12,455,174 - OPERATING BUILD TO SUIT PROPERTIES 18,035,530 2,008,298 16,027,232 - ------------------------------------------------------------- 2,656,375,690 285,664,875 2,370,710,815 217,399,852 =============================================================

S-5 REGENCY CENTERS CORPORATION Combined Real Estate and Accumulated Depreciation December 31, 2003 Depreciation and amortization of the Company's investments in buildings and improvements reflected in the statements of operations are calculated over the estimated useful lives of the assets as follows: Buildings and improvements - up to 40 years The aggregate cost for Federal income tax purposes was approximately $2.6 billion at December 31, 2003. The changes in total real estate assets for the periods ended December 31, 2003, 2002 and 2001:

2003 2002 2001 ---------------- ----------------- ---------------- Balance, beginning of period $ 2,692,503,225 2,673,164,289 2,561,795,627 Developed or acquired properties 238,963,468 402,035,886 187,979,361 Sale of properties (287,547,490) (397,202,939) (88,410,037) Provision for loss on operating and development properties (1,968,520) (4,369,480) (1,595,136) Reclass accumulated depreciation to adjust building basis 439,854 (7,021,279) (1,627,178) Reclass accumulated depreciation related to propoerties held for sale (2,536,766) (3,408,624) (815,400) Reclass accumulated depreciation related to properties held for sale recharacterized in 2002 to properties to be held and used - 10,771,769 - Improvements 16,521,919 18,533,603 15,837,052 ---------------- ----------------- ---------------- Balance, end of period $ 2,656,375,690 2,692,503,225 2,673,164,289 ================ ================= ================

The changes in accumulated depreciation for the periods ended December 31, 2003, 2002 and 2001:

2003 2002 2001 ---------------- ----------------- ---------------- Balance, beginning of period $ 244,595,928 202,325,324 147,053,900 Prior depreciation Midland JV's transferred in - 2,433,269 Sale of properties (23,707,664) (23,593,423) (5,052,051) Reclass accumulated depreciation to adjust building basis 439,854 (7,021,279) (1,627,178) Reclass accumulated depreciation related to properties held for sale (2,536,766) (3,408,624) (815,400) Reclass accumulated depreciation related to properties held for sale recharacterized in 2002 to properties to be held and used - 10,771,769 - Depreciation expense for period 66,873,523 65,522,161 60,332,784 ---------------- ----------------- ---------------- Balance, end of period $ 285,664,875 244,595,928 202,325,324 ================ ================= ================

S-6