1003410--3/3/2010--DUKE_REALTY_LIMITED

related topics

{loan, real, estate}

{investment, property, distribution}

{debt, indebtedness, cash}

{tax, income, asset}

{provision, law, control}

{acquisition, growth, future}

{loss, insurance, financial}

{personnel, key, retain}

{stock, price, operating}

{stock, price, share}

Risks Related to Our Business Our use of debt financing could have a material adverse effect on our financial condition. Debt financing may not be available and equity issuances could be dilutive to our unitholders. Financial and other covenants under existing credit agreements could limit our flexibility and adversely affect our financial condition. If we are unable to generate sufficient capital and liquidity, then we may be unable to pursue future development projects and other strategic initiatives. The General Partner s stock price and trading volume may be volatile, which could result in substantial losses to our unitholders if and when they convert their Limited Partner Units to shares of the General Partner s common stock. We, or our General Partner, may issue debt and equity securities which are senior to our General Partner s common stock and preferred stock as to distributions and in liquidation, which could negatively affect the value of our Units and the General Partner s common and preferred stock. Our use of joint ventures may limit our flexibility with jointly owned investments. Risks Related to the Real Estate Industry Our net earnings available for investment or distribution to unitholders could decrease as a result of factors related to the ownership and operation of commercial real estate that are outside of our control. Many real estate costs are fixed, even if income from properties decreases. Our real estate development activities are subject to risks particular to development. We may be unsuccessful in operating completed real estate projects. We are exposed to the risks of defaults by tenants. We may be unable to renew leases or relet space. Our insurance coverage on our properties may be inadequate. Acquired properties may expose us to unknown liability. We could be exposed to significant environmental liabilities as a result of conditions of which we currently are not aware. Risks Related to Our Organization and Structure If the General Partner were to cease to qualify as a REIT, the General Partner and its shareholders would lose significant tax benefits. REIT distribution requirements limit the amount of cash we have available for other business purposes, including amounts that we need to fund our future capital needs. U.S. federal income tax treatment of REITs and investments in REITs may change, which may result in the loss of the General Partner s tax benefits of operating as a REIT. We are subject to certain provisions that could discourage change-of-control transactions, which may reduce the likelihood of the General Partner s shareholders receiving a control premium for their shares. We are dependent on key personnel.

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1003410--3/3/2010--DUKE_REALTY_LIMITED_PARTNERSHIP/