1161935--3/14/2006--TRIZEC_PROPERTIES

related topics

{tax, income, asset}

{investment, property, distribution}

{loan, real, estate}

{stock, price, share}

{debt, indebtedness, cash}

{regulation, change, law}

{provision, law, control}

{condition, economic, financial}

{cost, regulation, environmental}

{acquisition, growth, future}

{loss, insurance, financial}

{operation, natural, condition}

{personnel, key, retain}

If we are not able to renew leases or enter into new leases on favorable terms or at all as our existing leases expire, our revenue, operating results and cash flows will be reduced. Decreases in occupancy and rental rates will harm our revenue and our operating results. If a significant number of our tenants or a major tenant defaulted on their leases or sought bankruptcy protection, our cash flows and operating results would suffer. Our business is substantially dependent on the economic climates of seven core markets and the adverse conditions in these markets, or in the national economy generally, may adversely impact our results of operations and financial condition. Provisions for losses of real estate investments may negatively affect our operating results. We may have difficulty selling our properties due to economic, tax and other reasons. As a result, we may not be able to sell our properties when appropriate and our repositioning strategy may be negatively impacted. Actual or perceived threat of terrorism may adversely affect operating results from our properties. Compliance with our tax cooperation agreement for the benefit of Trizec Canada Inc. may limit our flexibility in making real estate investments and conducting our business. Our financial covenants could adversely affect our financial condition and results of operations. Our degree of leverage may adversely affect our business and the market price of our common stock. If we are unable to manage our interest rate risk effectively, our cash flows and operating results may suffer. Our insurance may not cover some potential losses or may not be obtainable at commercially reasonable rates, which could adversely affect our financial condition and results of operations. Fixed real estate costs may intensify revenue losses when income from our properties decreases. Competition may adversely affect our ability to lease our properties, which may cause our cash flows and operating results to suffer. We face significant competition for acquisitions which could adversely affect our growth strategy. We face various risks associated with acquisitions of properties. Properties that we acquire may result in unknown liability and require us to pay a significant amount to contest or satisfy such liability, which would adversely affect our operating results. Because we must distribute a substantial portion of our net income to qualify as a REIT, we will be dependent on third-party sources of capital to fund our future capital needs. We face risks associated with the use of debt to finance our business, including refinancing risk. Restrictions in loan agreements may limit the distributions we receive from our operating subsidiaries and the amounts available for distributions to you as dividends on our common stock. Our success depends on key personnel whose continued service is not guaranteed. Environmental problems at our properties are possible and may be costly. Additional regulations applicable to our properties could require us to make substantial expenditures to ensure compliance, which could adversely affect our cash flows and operating results. Compliance with changing regulation of corporate governance and public disclosure may result in additional expense. Compliance or failure to comply with the Americans with Disabilities Act could result in substantial costs. We do not have sole control over the properties that we hold with co-venturers or partners or over the revenues and certain decisions associated with those properties, which may limit our flexibility with respect to these investments. Our failure to qualify as a REIT would decrease the funds available for distribution to our stockholders and adversely affect the market price of our common stock. Risks Relating To Our Capital Stock P.M. Capital Inc., a corporation controlled by Peter Munk, our chairman, maintains an ownership interest in Trizec Canada Inc. by which Mr. Munk will control the election of members of our board of directors until January 1, 2008. Limitations on ownership of our capital stock by stockholders that are not qualifying U.S. Persons may adversely affect the market price of our common stock. Changes in market conditions could adversely affect the market value of our securities. Higher market interest rates and low trading volume may adversely affect the market price of our common stock. The sale or availability for sale of approximately 60 million shares of our common stock owned indirectly by Trizec Canada Inc. or shares of our common stock that may be issued hereafter could adversely affect the market price of our common stock. Limits on changes of control may discourage takeover attempts that may be beneficial to holders of our common stock. Dividends payable on our special voting stock may decrease the amount of our dividends on our common stock and there may be an increase in the amount of dividends on our special voting stock as a result of anticipated changes in the U.S.-Hungary income tax treaty or as a result of restructuring by Trizec Canada Inc. The issuance of additional shares of our common stock pursuant to the terms of our Class F convertible stock may dilute your interest in our company and adversely affect the market price of our common stock. The reduction of the tax rate on certain dividends from non-REIT C corporations may adversely affect us and our stockholders. We might have to pay federal income taxes with respect to past years or we might have to pay additional distributions to our shareholders as a result of a current Internal Revenue Service Audit of us and certain of our subsidiaries. Even if we qualify as a REIT, we are required to pay some taxes, which may result in less cash available for distribution to stockholders.

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1161935--3/14/2006--TRIZEC_PROPERTIES_INC