| MACK CALI REALTY CORP ITEM 1A RISK FACTORS Our results from operations and ability to make distributions on our equity and debt service on our indebtedness may be affected by the risk factors set forth below |
| All investors should consider the following risk factors before deciding to purchase securities of the Company |
| The Company refers to itself as “we” or “our” in the following risk factors |
| Declines in economic activities in the Northeastern office markets could adversely affect our operating results |
| A majority of our revenues are derived from our properties located in the Northeast, particularly in New Jersey, New York, Pennsylvania and Connecticut |
| Adverse economic developments in this region could adversely impact the operations of our properties and, therefore, our profitability |
| Because our portfolio consists primarily of office and office/flex buildings (as compared to a more diversified real estate portfolio), a decline in the economy and/or a decline in the demand for office space may adversely affect our ability to make distributions or payments to our investors |
| The continued economic downturn in the real estate market has resulted in the relocation of companies and an uncertain economic future for many businesses |
| We are uncertain how long the current downturn will last |
| The current economic downturn may also be having a negative economic impact on many industries, including securities, insurance services, 9 ______________________________________________________________________ telecommunications and computer systems and other technology, businesses in which many of our tenants are involved |
| Such economic impact may cause our tenants to have difficulty or be unable to meet their obligations to us |
| Our performance is subject to risks associated with the real estate industry |
| General: Our business and our ability to make distributions or payments to our investors depend on the ability of our properties to generate funds in excess of operating expenses (including scheduled principal payments on debt and capital expenditure requirements) |
| Events or conditions that are beyond our control may adversely affect our operations and the value of our properties |
| Such events or conditions could include: • changes in the general economic climate; • changes in local conditions such as an oversupply of office space, a reduction in demand for office space, or reductions in office market rental rates; • decreased attractiveness of our properties to tenants; • competition from other office and office/flex properties; • our inability to provide adequate maintenance; • increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents; • changes in laws and regulations (including tax, environmental, zoning and building codes, and housing laws and regulations) and agency or court interpretations of such laws and regulations and the related costs of compliance; • changes in interest rate levels and the availability of financing; • the inability of a significant number of tenants to pay rent; • our inability to rent office space on favorable terms; and • civil unrest, earthquakes, acts of terrorism and other natural disasters or acts of God that may result in uninsured losses |
| Financially distressed tenants may be unable to pay rent: If a tenant defaults, we may experience delays and incur substantial costs in enforcing our rights as landlord and protecting our investments |
| If a tenant files for bankruptcy, a potential court judgment rejecting and terminating such tenant’s lease could adversely affect our ability to make distributions or payments to our investors |
| Renewing leases or re-letting space could be costly: If a tenant does not renew its lease upon expiration or terminates its lease early, we may not be able to re-lease the space |
| If a tenant does renew its lease or we re-lease the space, the terms of the renewal or new lease, including the cost of required renovations or concessions to the tenant, may be less favorable than the current lease terms which could adversely affect our ability to make distributions or payments to our investors |
| Our insurance coverage on our properties may be inadequate: We currently carry comprehensive insurance on all of our properties, including insurance for liability, fire and flood |
| We cannot guarantee that the limits of our current policies will be sufficient in the event of a catastrophe to our properties |
| We cannot guarantee that we will be able to renew or duplicate our current insurance coverage in adequate amounts or at reasonable prices |
| In addition, while our current insurance policies insure us against loss from terrorist acts and toxic mold, in the future insurance companies may no longer offer coverage against these types of losses, or, if offered, these types of insurance may be prohibitively expensive |
| If any or all of the foregoing should occur, we may not have insurance coverage against certain types of losses and/or there may be decreases in the limits of insurance available |
| Should an uninsured loss or a loss in excess of our insured limits occur, we could lose all or a portion of the capital we have invested in a property or properties, as well as the anticipated future revenue from the property or properties |
| Nevertheless, we might remain obligated for any mortgage debt or other financial obligations related to the property or properties |
| We cannot guarantee that material losses in excess of insurance proceeds will not occur in the future |
| If any of our properties were to experience a catastrophic loss, it could seriously disrupt our operations, delay revenue and result in large expenses to repair or rebuild the property |
| Such events could adversely affect our ability to make distributions or payments to our investors |
| Illiquidity of real estate limits our ability to act quickly: Real estate investments are relatively illiquid |
| Such illiquidity may limit our ability to react quickly in response to changes in economic and other conditions |
| If we want to sell an investment, we might not be able to dispose of that investment in the time period we desire, and the sales price of that 10 ______________________________________________________________________ investment might not recoup or exceed the amount of our investment |
| The prohibition in the Internal Revenue Code of 1986, as amended, and related regulations on a real estate investment trust holding property for sale also may restrict our ability to sell property |
| In addition, we acquired a significant number of our properties from individuals to whom we issued limited partnership units as part of the purchase price |
| In connection with the acquisition of these properties, in order to preserve such individual’s tax deferral, we contractually agreed not to sell or otherwise transfer the properties for a specified period of time, except in a manner which does not result in recognition of any built-in-gain (which may result in an income tax liability) or which reimburses the appropriate individuals for the tax consequences of the recognition of such built-in-gains |
| As of December 31, 2005, 56 of our properties, with an aggregate net book value of approximately dlra1dtta3 billion, were subject to these restrictions, which expire periodically through 2010 |
| For those properties where such restrictions have lapsed, we are generally required to use commercially reasonable efforts to prevent any sale, transfer or other disposition of the subject properties from resulting in the recognition of built-in gain to the appropriate individuals |
| 74 of our properties, with an aggregate net book value of approximately dlra667dtta7 million, have lapsed restrictions and are subject to these conditions |
| The above limitations on our ability to sell our investments could adversely affect our ability to make distributions or payments to our investors |
| Americans with Disabilities Act compliance could be costly: Under the Americans with Disabilities Act of 1990 (“ADA”), all public accommodations and commercial facilities must meet certain federal requirements related to access and use by disabled persons |
| Compliance with the ADA requirements could involve removal of structural barriers from certain disabled persons’ entrances |
| Other federal, state and local laws may require modifications to or restrict further renovations of our properties with respect to such accesses |
| Although we believe that our properties are substantially in compliance with present requirements, noncompliance with the ADA or related laws or regulations could result in the United States government imposing fines or private litigants being awarded damages against us |
| Such costs may adversely affect our ability to make distributions or payments to our investors |
| Environmental problems are possible and may be costly: Various federal, state and local laws and regulations subject property owners or operators to liability for the costs of removal or remediation of certain hazardous or toxic substances located on or in the property |
| These laws often impose liability without regard to whether the owner or operator was responsible for or even knew of the presence of such substances |
| The presence of or failure to properly remediate hazardous or toxic substances (such as toxic mold) may adversely affect our ability to rent, sell or borrow against contaminated property and may impose liability upon us for personal injury to persons exposed to such substances |
| Various laws and regulations also impose liability on persons who arrange for the disposal or treatment of hazardous or toxic substances at another location for the costs of removal or remediation of such substances at the disposal or treatment facility |
| These laws often impose liability whether or not the person arranging for such disposal ever owned or operated the disposal facility |
| Certain other environmental laws and regulations impose liability on owners or operators of property for injuries relating to the release of asbestos-containing or other materials into the air, water or otherwise into the environment |
| As owners and operators of property and as potential arrangers for hazardous substance disposal, we may be liable under such laws and regulations for removal or remediation costs, governmental penalties, property damage, personal injuries and related expenses |
| Payment of such costs and expenses could adversely affect our ability to make distributions or payments to our investors |
| Competition for acquisitions may result in increased prices for properties: We plan to acquire additional properties in New Jersey, New York and Pennsylvania and in the Northeast generally |
| We may be competing for investment opportunities with entities that have greater financial resources |
| Several office building developers and real estate companies may compete with us in seeking properties for acquisition, land for development and prospective tenants |
| Such competition may adversely affect our ability to make distributions or payments to our investors by: • reducing the number of suitable investment opportunities offered to us; • increasing the bargaining power of property owners; • interfering with our ability to attract and retain tenants; • increasing vacancies which lowers market rental rates and limits our ability to negotiate rental rates; and/or • adversely affecting our ability to minimize expenses of operation |
| Development of real estate could be costly: As part of our operating strategy, we may acquire land for development or 11 ______________________________________________________________________ construct on owned land, under certain conditions |
| Included among the risks of the real estate development business are the following, which may adversely affect our ability to make distributions or payments to our investors: • financing for development projects may not be available on favorable terms; • long-term financing may not be available upon completion of construction; and • failure to complete construction on schedule or within budget may increase debt service expense and construction costs |
| Property ownership through joint ventures could subject us to the contrary business objectives of our co-venturers: We, from time to time, invest in joint ventures or partnerships in which we do not hold a controlling interest |
| These investments involve risks that do not exist with properties in which we own a controlling interest, including the possibility that our co-venturers or partners may, at any time, have business, economic or other objectives that are inconsistent with our objectives |
| Because we lack a controlling interest, our co-venturers or partners may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives |
| While we seek protective rights against such contrary actions, there can be no assurance that we will be successful in procuring any such protective rights, or if procured, that the rights will be sufficient to fully protect us against contrary actions |
| Our organizational documents do not limit the amount of available funds that we may invest in joint ventures or partnerships |
| If the objectives of our co-venturers or partners are inconsistent with ours, it may adversely affect our ability to make distributions or payments to our investors |
| Debt financing could adversely affect our economic performance |
| Scheduled debt payments and refinancing could adversely affect our financial condition: We are subject to the risks normally associated with debt financing |
| These risks, including the following, may adversely affect our ability to make distributions or payments to our investors: • our cash flow may be insufficient to meet required payments of principal and interest; • payments of principal and interest on borrowings may leave us with insufficient cash resources to pay operating expenses; • we may not be able to refinance indebtedness on our properties at maturity; and • if refinanced, the terms of refinancing may not be as favorable as the original terms of the related indebtedness |
| As of December 31, 2005, we had total outstanding indebtedness of dlra2dtta1 billion comprised of dlra1dtta4 billion of senior unsecured notes, outstanding borrowings of dlra227dtta0 million under our dlra600dtta0 million revolving credit facility and approximately dlra468dtta7 million of mortgage loans payable and other obligations indebtedness |
| We may have to refinance the principal due on our current or future indebtedness at maturity, and we may not be able to do so |
| If we are unable to refinance our indebtedness on acceptable terms, or at all, events or conditions that may adversely affect our ability to make distributions or payments to our investors include the following: • we may need to dispose of one or more of our properties upon disadvantageous terms; • prevailing interest rates or other factors at the time of refinancing could increase interest rates and, therefore, our interest expense; • if we mortgage property to secure payment of indebtedness and are unable to meet mortgage payments, the mortgagee could foreclose upon such property or appoint a receiver to receive an assignment of our rents and leases; and • foreclosures upon mortgaged property could create taxable income without accompanying cash proceeds and, therefore, hinder our ability to meet the real estate investment trust distribution requirements of the Internal Revenue Code |
| We are obligated to comply with financial covenants in our indebtedness that could restrict our range of operating activities: The mortgages on our properties contain customary negative covenants, including limitations on our ability, without the prior consent of the lender, to further mortgage the property, to enter into new leases outside of stipulated guidelines or to materially modify existing leases |
| In addition, our credit facility contains customary requirements, 12 ______________________________________________________________________ including restrictions and other limitations on our ability to incur debt, debt to assets ratios, secured debt to total assets ratios, interest coverage ratios and minimum ratios of unencumbered assets to unsecured debt |
| The indentures under which our senior unsecured debt have been issued contain financial and operating covenants including coverage ratios and limitations on our ability to incur secured and unsecured debt |
| These covenants limit our flexibility in conducting our operations and create a risk of default on our indebtedness if we cannot continue to satisfy them |
| Rising interest rates may adversely affect our cash flow: As of December 31, 2005, outstanding borrowings of approximately dlra227 million under our revolving credit facility bear interest at variable rates |
| We may incur additional indebtedness in the future that also bears interest at variable rates |
| Variable rate debt creates higher debt service requirements if market interest rates increase |
| Higher debt service requirements could adversely affect our ability to make distributions or payments to our investors and/or cause us to default under certain debt covenants |
| Our degree of leverage could adversely affect our cash flow: We fund acquisition opportunities and development partially through short-term borrowings (including our revolving credit facility), as well as from proceeds from property sales and undistributed cash |
| We expect to refinance projects purchased with short-term debt either with long-term indebtedness or equity financing depending upon the economic conditions at the time of refinancing |
| Our Board of Directors has a general policy of limiting the ratio of our indebtedness to total undepreciated assets (total debt as a percentage of total undepreciated assets) to 50 percent or less, although there is no limit in Mack-Cali Realty, LP’s or our organizational documents on the amount of indebtedness that we may incur |
| However, we have entered into certain financial agreements which contain financial and operating covenants that limit our ability under certain circumstances to incur additional secured and unsecured indebtedness |
| The Board of Directors could alter or eliminate its current policy on borrowing at any time at its discretion |
| If this policy were changed, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our cash flow and our ability to make distributions or payments to our investors and/or could cause an increased risk of default on our obligations |
| We are dependent on external sources of capital for future growth: To qualify as a real estate investment trust, we must distribute to our shareholders each year at least 90 percent of our net taxable income, excluding any net capital gain |
| Because of this distribution requirement, it is not likely that we will be able to fund all future capital needs, including for acquisitions and developments, from income from operations |
| Therefore, we will have to rely on third-party sources of capital, which may or may not be available on favorable terms or at all |
| Our access to third-party sources of capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings |
| Moreover, additional equity offerings may result in substantial dilution of our shareholders’ interests, and additional debt financing may substantially increase our leverage |
| Competition for skilled personnel could increase our labor costs |
| We compete with various other companies in attracting and retaining qualified and skilled personnel |
| We depend on our ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our company |
| Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel |
| We may not be able to offset such added costs by increasing the rates we charge our tenants |
| If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed |
| We are dependent on our key personnel whose continued service is not guaranteed |
| We are dependent upon our executive officers for strategic business direction and real estate experience |
| While we believe that we could find replacements for these key personnel, loss of their services could adversely affect our operations |
| We have entered into an employment agreement (including non-competition provisions) which provides for a continuous four-year employment term with each of Mitchell E Hersh, Barry Lefkowitz and Roger W Thomas, and a continuous one-year employment term with Michael A Grossman |
| We do not have key man life insurance for our executive officers |
| Certain provisions of Maryland law and our charter and bylaws as well as our stockholder rights plan could hinder, delay or prevent changes in control |
| Certain provisions of Maryland law, our charter and our bylaws, as well as our stockholder rights plan have the effect of discouraging, delaying or preventing transactions that involve an actual or threatened change in control |
| These provisions include the following: 13 ______________________________________________________________________ Classified Board of Directors: Our Board of Directors is divided into three classes with staggered terms of office of three years each |
| The classification and staggered terms of office of our directors make it more difficult for a third party to gain control of our board of directors |
| At least two annual meetings of stockholders, instead of one, generally would be required to affect a change in a majority of the board of directors |
| Removal of Directors: Under our charter, subject to the rights of one or more classes or series of preferred stock to elect one or more directors, a director may be removed only for cause and only by the affirmative vote of at least two-thirds of all votes entitled to be cast by our stockholders generally in the election of directors |
| Neither the Maryland General Corporation Law nor our charter define the term “cause |
| ” As a result, removal for “cause” is subject to Maryland common law and to judicial interpretation and review in the context of the facts and circumstances of any particular situation |
| Number of Directors, Board Vacancies, Term of Office: We have, in our bylaws, elected to be subject to certain provisions of Maryland law which vest in the Board of Directors the exclusive right to determine the number of directors and the exclusive right, by the affirmative vote of a majority of the remaining directors, even if the remaining directors do not constitute a quorum, to fill vacancies on the board |
| These provisions of Maryland law, which are applicable even if other provisions of Maryland law or the charter or bylaws provide to the contrary, also provide that any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred, rather than the next annual meeting of stockholders as would otherwise be the case, and until his or her successor is elected and qualifies |
| Stockholder Requested Special Meetings: Our bylaws provide that our stockholders have the right to call a special meeting only upon the written request of the stockholders entitled to cast not less than a majority of all the votes entitled to be cast by the stockholders at such meeting |
| Advance Notice Provisions for Stockholder Nominations and Proposals: Our bylaws require advance written notice for stockholders to nominate persons for election as directors at, or to bring other business before, any meeting of stockholders |
| This bylaw provision limits the ability of stockholders to make nominations of persons for election as directors or to introduce other proposals unless we are notified in a timely manner prior to the meeting |
| Exclusive Authority of the Board to Amend the Bylaws: Our bylaws provide that our board of directors has the exclusive power to adopt, alter or repeal any provision of the bylaws or to make new bylaws |
| Thus, our stockholders may not effect any changes to our bylaws |
| Preferred Stock: Under our charter, our Board of Directors has authority to issue preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders |
| Duties of Directors with Respect to Unsolicited Takeovers: Maryland law provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations |
| The duties of directors of Maryland corporations do not require them to (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any stockholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, or (d) act or fail to act solely because of the effect of the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the stockholders in an acquisition |
| Moreover, under Maryland law the act of a director of a Maryland corporation relating to or affecting an acquisition or potential acquisition of control is not subject to any higher duty or greater scrutiny than is applied to any other act of a director |
| Maryland law also contains a statutory presumption that an act of a director of a Maryland corporation satisfies the applicable standards of conduct for directors under Maryland law |
| Ownership Limit: In order to preserve our status as a real estate investment trust under the Code, our charter generally prohibits any single stockholder, or any group of affiliated stockholders, from beneficially owning more than 9dtta8 percent of our outstanding capital stock unless our Board of Directors waives or modifies this ownership limit |
| 14 ______________________________________________________________________ Maryland Business Combination Act: The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in business combinations, including mergers, dispositions of 10 percent or more of its assets, certain issuances of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met |
| An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the outstanding stock of the Maryland corporation |
| Our board of directors has exempted from this statute business combinations between the Company and certain affiliated individuals and entities |
| However, unless our board adopts other exemptions, the provisions of the Maryland Business Combination Act will be applicable to business combinations with other persons |
| Maryland Control Share Acquisition Act: Maryland law provides that “control shares” of a corporation acquired in a “control share acquisition” shall have no voting rights except to the extent approved by a vote of two-thirds of the votes eligible to cast on the matter under the Maryland Control Share Acquisition Act |
| “Control Shares” means shares of stock that, if aggregated with all other shares of stock previously acquired by the acquirer, would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of the voting power: one-tenth or more but less than one-third, one-third or more but less than a majority or a majority or more of all voting power |
| A “control share acquisition” means the acquisition of control shares, subject to certain exceptions |
| If voting rights of control shares acquired in a control share acquisition are not approved at a stockholder’s meeting, then subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value |
| If voting rights of such control shares are approved at a stockholder’s meeting and the acquirer becomes entitled to vote a majority of the shares of stock entitled to vote, all other stockholders may exercise appraisal rights |
| Our bylaws contain a provision exempting from the Maryland Control Share Acquisition Act any acquisitions of shares by certain affiliated individuals and entities, any directors, officers or employees of the Company and any person approved by the board of directors prior to the acquisition by such person of control shares |
| Any control shares acquired in a control share acquisition which are not exempt under the foregoing provisions of our bylaws will be subject to the Maryland Control Share Acquisition Act |
| Stockholder Rights Plan: We have adopted a stockholder rights plan that may discourage any potential acquirer from acquiring more than 15 percent of our outstanding common stock since, upon this type of acquisition without approval of our board of directors, all other common stockholders will have the right to purchase a specified amount of common stock at a substantial discount from market price |
| Consequences of failure to qualify as a real estate investment trust could adversely affect our financial condition |
| Failure to maintain ownership limits could cause us to lose our qualification as a real estate investment trust: In order for us to maintain our qualification as a real estate investment trust, not more than 50 percent in value of our outstanding stock may be actually and/or constructively owned by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) |
| We have limited the ownership of our outstanding shares of our common stock by any single stockholder to 9dtta8 percent of the outstanding shares of our common stock |
| Our Board of Directors could waive this restriction if they were satisfied, based upon the advice of tax counsel or otherwise, that such action would be in our best interests and would not affect our qualifications as a real estate investment trust |
| Common stock acquired or transferred in breach of the limitation may be redeemed by us for the lesser of the price paid and the average closing price for the 10 trading days immediately preceding redemption or sold at the direction of us |
| We may elect to redeem such shares of common stock for limited partnership units, which are nontransferable except in very limited circumstances |
| Any transfer of shares of common stock which, as a result of such transfer, causes us to be in violation of any ownership limit will be deemed void |
| Although we currently intend to continue to operate in a manner which will enable us to continue to qualify as a real estate investment trust, it is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to revoke the election for us to qualify as a real estate investment trust |
| Under our organizational documents, our Board of Directors can make such revocation without the consent of our stockholders |
| In addition, the consent of the holders of at least 85 percent of Mack-Cali Realty, LP’s partnership units is required: (i) to merge (or permit the merger of) us with another unrelated person, pursuant to a transaction in which Mack-Cali Realty, LP is not the surviving entity; (ii) to dissolve, liquidate or wind up Mack-Cali Realty, LP; or (iii) to convey or otherwise transfer all or substantially all of Mack-Cali Realty, LP’s assets |
| As of February 17, 2006, as general partner, 15 ______________________________________________________________________ we own approximately 82dtta0 percent of Mack-Cali Realty, LP’s outstanding partnership units |
| Tax liabilities as a consequence of failure to qualify as a real estate investment trust: We have elected to be treated and have operated so as to qualify as a real estate investment trust for federal income tax purposes since our taxable year ended December 31, 1994 |
| Although we believe we will continue to operate in such manner, we cannot guarantee that we will do so |
| Qualification as a real estate investment trust involves the satisfaction of various requirements (some on an annual and some on a quarterly basis) established under highly technical and complex tax provisions of the Internal Revenue Code |
| Because few judicial or administrative interpretations of such provisions exist and qualification determinations are fact sensitive, we cannot assure you that we will qualify as a real estate investment trust for any taxable year |
| If we fail to qualify as a real estate investment trust in any taxable year, we will be subject to the following: • we will not be allowed a deduction for dividends paid to shareholders; • we will be subject to federal income tax at regular corporate rates, including any alternative minimum tax, if applicable; and • unless we are entitled to relief under certain statutory provisions, we will not be permitted to qualify as a real estate investment trust for the four taxable years following the year during which we were disqualified |
| A loss of our status as a real estate investment trust could have an adverse effect on us |
| Failure to qualify as a real estate investment trust also would eliminate the requirement that we pay dividends to our stockholders |
| Other tax liabilities: Even if we qualify as a real estate investment trust, we are subject to certain federal, state and local taxes on our income and property and, in some circumstances, certain other state and local taxes |
| In addition, our taxable REIT subsidiaries will be subject to federal, state and local income tax for income received in connection with certain non-customary services performed for tenants and/or third parties |
| Risk of changes in the tax law applicable to real estate investment trusts: Since the Internal Revenue Service, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted |
| Any of such legislative action may prospectively or retroactively modify our and Mack-Cali Realty, LP’s tax treatment and, therefore, may adversely affect taxation of us, Mack-Cali Realty, LP, and/or our investors |