783280--3/7/2006--DUKE_REALTY

related topics

{loan, real, estate}

{tax, income, asset}

{investment, property, distribution}

{debt, indebtedness, cash}

{loss, insurance, financial}

{provision, law, control}

{personnel, key, retain}

{stock, price, operating}

If we were to cease to qualify as a real estate investment trust, we and our shareholders would lose significant tax benefits. Real estate investment trust distribution requirements limit the amount of cash we will have available for other business purposes, including amounts that we need to fund our future growth. U.S. federal income tax developments could affect the desirability of investing in us for individual taxpayers. U.S. federal income tax treatment of REITs and investments in REITs may change, which may result in the loss of our tax benefits of operating as a REIT. Our net earnings available for investment or distribution to shareholders could decrease as a result of factors 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 are exposed to risks associated with entering new markets. 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. Certain of our officers and directors hold units in our operating partnership and may not have the same interests as our shareholders with regard to certain tax matters. We do not have exclusive control over our joint venture investments. Our use of debt financing could have a material adverse effect on our financial condition. We are subject to various financial covenants under existing credit agreements. We are subject to certain provisions that could discourage change-of-control transactions, which may reduce the likelihood of our shareholders receiving a control premium for their shares. We are dependent on key personnel.

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783280--3/7/2006--DUKE_REALTY_CORP