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DUKE REALTY CORP - Annual Report: 2013 (Form 10-K)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
  X      ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
           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: 1-9044 (Duke Realty Corporation) 0-20625 (Duke Realty Limited Partnership)
DUKE REALTY CORPORATION
DUKE REALTY LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
 
Indiana (Duke Realty Corporation)
 
35-1740409 (Duke Realty Corporation)
Indiana (Duke Realty Limited Partnership)
 
35-1898425 (Duke Realty Limited Partnership)
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer
Identification Number)
600 East 96th Street, Suite 100
Indianapolis, Indiana
 
46240
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant's telephone number, including area code: (317) 808-6000
Securities registered pursuant to Section 12(b) of the Act:
 
 
Title of Each Class:
  
Name of Each Exchange on Which Registered:
Duke Realty Corporation
 
Common Stock ($.01 par value)
  
New York Stock Exchange
Duke Realty Corporation
 
Depositary Shares, each representing a 1/10 interest in a 6.625%
Series J Cumulative Redeemable Preferred Share ($.01 par value)
  
New York Stock Exchange
Duke Realty Corporation
 
Depositary Shares, each representing a 1/10 interest in a 6.5%
Series K Cumulative Redeemable Preferred Share ($.01 par value)
  
New York Stock Exchange
Duke Realty Corporation
 
Depositary Shares, each representing a 1/10 interest in a 6.6%
Series L Cumulative Redeemable Preferred Share ($.01 par value)
  
New York Stock Exchange
Duke Realty Limited Partnership
 
None
 
None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   
Duke Realty Corporation
Yes x
 No   o
 
Duke Realty Limited Partnership
Yes x
 No   o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    
Duke Realty Corporation
Yes  o
No  x
 
Duke Realty Limited Partnership
Yes  o
No  x
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    
Duke Realty Corporation
Yes x
 No   o
 
Duke Realty Limited Partnership
Yes x
 No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Duke Realty Corporation
Yes x
 No   o
 
Duke Realty Limited Partnership
Yes x
 No   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K (§229.405 of this chapter) 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.  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Duke Realty Corporation:
Large accelerated filer  x
Accelerated filer  o
Non-accelerated filer  o
Smaller reporting company  o
Duke Realty Limited Partnership:
Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  x
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Duke Realty Corporation
Yes  o
No  x
 
Duke Realty Limited Partnership
Yes  o
No  x
The aggregate market value of the voting shares of Duke Realty Corporation's outstanding common shares held by non-affiliates of Duke Realty Corporation is $5.0 billion based on the last reported sale price on June 30, 2013.
The number of common shares of Duke Realty Corporation, $.01 par value outstanding as of February 21, 2014 was 327,037,098.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of Duke Realty Corporation's Definitive Proxy Statement for its Annual Meeting of Shareholders (the "Proxy Statement") to be filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended, are incorporated by reference into this Form 10-K. Other than those portions of the Proxy Statement specifically incorporated by reference pursuant to Items 10 through 14 of Part III hereof, no other portions of the Proxy Statement shall be deemed so incorporated.



EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2013 of both Duke Realty Corporation and Duke Realty Limited Partnership. Unless stated otherwise or the context otherwise requires, references to "Duke Realty Corporation" or the "General Partner" mean Duke Realty Corporation and its consolidated subsidiaries; and references to the "Partnership" mean Duke Realty Limited Partnership and its consolidated subsidiaries. The terms the "Company," "we," "us" and "our" refer to the General Partner and the Partnership, collectively, and those entities owned or controlled by the General Partner and/or the Partnership.
Duke Realty Corporation is a self-administered and self-managed real estate investment trust ("REIT") and is the sole general partner of the Partnership, owning 98.7% of the common partnership interests of the Partnership ("General Partner Units") as of December 31, 2013. The remaining 1.3% of the common partnership interests ("Limited Partner Units" and, together with the General Partner Units, the "Common Units") are owned by limited partners. As the sole general partner of the Partnership, the General Partner has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Partnership. The General Partner also owns preferred partnership interests in the Partnership ("Preferred Units").
The General Partner and the Partnership are operated as one enterprise. The management of the General Partner consists of the same members as the management of the Partnership. As the sole general partner with control of the Partnership, the General Partner consolidates the Partnership for financial reporting purposes, and the General Partner does not have any significant assets other than its investment in the Partnership. Therefore, the assets and liabilities of the General Partner and the Partnership are substantially the same.
We believe combining the annual reports on Form 10-K of the General Partner and the Partnership into this single report results in the following benefits:
enhances investors' understanding of the General Partner and the Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminates duplicative disclosure and provides a more streamlined and readable presentation of information since a substantial portion of the Company's disclosure applies to both the General Partner and the Partnership; and
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
We believe it is important to understand the few differences between the General Partner and the Partnership in the context of how we operate as an interrelated consolidated company. The General Partner's only material asset is its ownership of partnership interests in the Partnership. As a result, the General Partner does not conduct business itself, other than acting as the sole general partner of the Partnership and issuing public equity from time to time. The General Partner does not issue any indebtedness, but does guarantee the unsecured debt of the Partnership. The Partnership holds substantially all the assets of the business, directly or indirectly, and holds the ownership interests related to certain of the Company's investments. The Partnership conducts the operations of the business and has no publicly traded equity. Except for net proceeds from equity issuances by the General Partner, which are contributed to the Partnership in exchange for General Partner Units or Preferred Units, the Partnership generates the capital required by the business through its operations, its incurrence of indebtedness and the issuance of Limited Partner Units to third parties.
Noncontrolling interests, shareholders' equity and partners' capital are the main areas of difference between the consolidated financial statements of the General Partner and those of the Partnership. The noncontrolling interests in the Partnership's financial statements include the interests in consolidated investees not wholly owned by the Partnership. The noncontrolling interests in the General Partner's financial statements include the same noncontrolling interests at the Partnership level, as well as the common limited partnership interests in the Partnership, which are accounted for as partners' capital by the Partnership.



In order to highlight the differences between the General Partner and the Partnership, there are separate sections in this report, as applicable, that separately discuss the General Partner and the Partnership including separate financial statements, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the General Partner and the Partnership, this report refers to actions or holdings as being actions or holdings of the collective Company.





TABLE OF CONTENTS
Form 10-K
Item No.
 
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IMPORTANT INFORMATION ABOUT THIS REPORT
In this Annual Report on Form 10-K (this "Report") for Duke Realty Corporation (the "General Partner") and Duke Realty Limited Partnership (the "Partnership"), the terms the "Company," "we," "us" and "our" refer to the General Partner and the Partnership, collectively, and those entities owned or controlled by the General Partner and/or the Partnership.
Cautionary Notice Regarding Forward-Looking Statements
Certain statements contained in or incorporated by reference into this Report, including, without limitation, those related to our future operations, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "believe," "estimate," "expect," "anticipate," "intend," "plan," "seek," "may" and similar expressions or statements regarding future periods are intended to identify forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Report or in the information incorporated by reference into this Report. Some of the risks, uncertainties and other important factors that may affect future results include, among others: 
Changes in general economic and business conditions, including the financial condition of our tenants and the value of our real estate assets;
The General Partner's continued qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes;
Heightened competition for tenants and potential decreases in property occupancy;
Potential changes in the financial markets and interest rates;
Volatility in the General Partner's stock price and trading volume;
Our continuing ability to raise funds on favorable terms;
Our ability to successfully identify, acquire, develop and/or manage properties on terms that are favorable to us;
Potential increases in real estate construction costs;
Our ability to successfully dispose of properties on terms that are favorable to us, including, without limitation, through one or more transactions that are consistent with our previously disclosed strategic plans;
Our ability to retain our current credit ratings;
Inherent risks in the real estate business, including, but not limited to, tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments; and
Other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the Securities and Exchange Commission ("SEC").
Although we presently believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently subjective, uncertain and subject to change, as they involve substantial risks and uncertainties, including those beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law.

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This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included under the caption "Risk Factors" in this Report, and is updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that we make with the SEC.
PART I
Item 1.  Business
Background
The General Partner is a self-administered and self-managed REIT, which began operations upon completion of an initial public offering in February 1986.
The Partnership was formed in October 1993, when the General Partner contributed all of its properties and related assets and liabilities, together with the net proceeds of $309.2 million from an offering of an additional 14,000,833 shares of its common stock, to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest whose operations began in 1972. The General Partner is the sole general partner of the Partnership, owning 98.7% of the common partnership interests of the Partnership ("General Partner Units") at December 31, 2013. The remaining 1.3% of the common partnership interests ("Limited Partner Units" and, together with the General Partner Units, the "Common Units") are owned by limited partners. Limited Partners have the right to redeem their Limited Partner Units, subject to certain restrictions. Pursuant to the Fourth Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"), the General Partner is obligated to redeem the Limited Partner Units in shares of its common stock, unless it determines in its reasonable discretion that the issuance of shares of its common stock could cause it to fail to qualify as a REIT. Each Limited Partner Unit shall be redeemed for one share of the General Partner's common stock, or, in the event that the issuance of shares could cause the General Partner to fail to qualify as a REIT, cash equal to the fair market value of one share of the General Partner's common stock at the time of redemption, in each case, subject to certain adjustments described in the Partnership Agreement. The Limited Partner Units are not required, per the terms of the Partnership Agreement, to be redeemed in registered shares of the General Partner. The General Partner also owns preferred partnership interests in the Partnership ("Preferred Units" and, together with the Common Units, the "Units").
At December 31, 2013, our diversified portfolio of 754 rental properties (including 107 jointly controlled in-service properties with more than 22.5 million square feet, 22 consolidated properties under development with more than 4.3 million square feet and two jointly controlled properties under development with approximately 1.8 million square feet) encompassed approximately 152.6 million rentable square feet and was leased by a diverse base of approximately 2,900 tenants whose businesses include government services, manufacturing, retailing, wholesale trade, distribution, healthcare and professional services. We also owned, including through ownership interests in unconsolidated joint ventures, more than 4,100 acres of land and controlled an additional 1,600 acres through purchase options.
Our headquarters and executive offices are located in Indianapolis, Indiana. We additionally have regional offices or significant operations in 21 other geographic or metropolitan areas including Atlanta, Georgia; Baltimore, Maryland; Central Florida; Chicago, Illinois; Cincinnati, Ohio; Columbus, Ohio; Dallas, Texas; Houston, Texas; Minneapolis, Minnesota; Nashville, Tennessee; New Jersey; Northern and Southern California; Pennsylvania; Phoenix, Arizona; Raleigh, North Carolina; St. Louis, Missouri; Savannah, Georgia; Seattle, Washington; Washington D.C.; and Southern Florida. We had 790 employees at December 31, 2013.
See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for information related to our operational, asset and capital strategies.
Reportable Operating Segments
We have four reportable operating segments at December 31, 2013, the first three of which consist of the ownership and rental of (i) industrial, (ii) office and (iii) medical office real estate investments. The operations of our

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industrial, office and medical office properties, along with our retail properties, are collectively referred to as "Rental Operations." Our retail properties, as well as any other properties not included in our reportable segments, do not by themselves meet the quantitative thresholds for separate presentation as reportable segments. The fourth reportable segment consists of various real estate services such as property management, asset management, maintenance, leasing, development, general contractor and construction management to third-party property owners and joint ventures, and is collectively referred to as "Service Operations." Our reportable segments offer different products or services and are managed separately because each segment requires different operating strategies and management expertise. Our Service Operations segment also includes our taxable REIT subsidiary, a legal entity through which certain of the segment's aforementioned operations are conducted. See Item 6, "Selected Financial Data," Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8, "Financial Statements and Supplementary Data" for financial information related to our reportable segments.
We assess and measure our overall operating results based upon a non-GAAP industry performance measure referred to as Funds From Operations ("FFO"), which management believes is a useful indicator of our consolidated operating performance. See Item 6, "Selected Financial Data," Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8, "Financial Statements and Supplementary Data" for disclosures and financial information related to our use of FFO as an internal measure of operating performance.
Competitive Conditions
As a fully integrated commercial real estate firm, we provide in-house leasing, management, development and construction services which we believe, coupled with our significant base of commercially zoned and unencumbered land in existing business parks, should give us a competitive advantage as a real estate operator and in future development activities.
We believe that the management of real estate opportunities and risks can be done most effectively at regional or on local levels. As a result, we intend to continue our emphasis on increasing our market share, to the extent it is in markets or product types that align with our asset strategy (see Item 7), and effective rents in the primary markets where we own properties. We believe that this regional focus will allow us to assess market supply and demand for real estate more effectively as well as to capitalize on the strong relationships with our tenant base. In addition, we seek to further capitalize on strong customer relationships to provide third-party construction services across the United States. As a fully integrated real estate company, we are able to arrange for or provide to our industrial, office and medical office customers not only well located and well maintained facilities, but also additional services such as build-to-suit construction, tenant finish construction, and expansion flexibility.
All of our properties are located in areas that include competitive properties. Institutional investors, other REITs or local real estate operators generally own such properties; however, no single competitor or small group of competitors is dominant in our current markets. The supply and demand of similar available rental properties may affect the rental rates we will receive on our properties. Other competitive factors include the attractiveness of the property location, the quality of the property and tenant services provided, and the reputation of the owner and operator. In addition, our Service Operations face competition from a considerable number of other real estate companies that provide comparable services, some of whom may have greater marketing and financial resources than are available to us.
Corporate Governance
Since our inception, we not only have strived to be a top-performer operationally, but also to lead in issues important to investors such as disclosure and corporate governance. The General Partner's system of governance reinforces this commitment and, as a limited partnership that has one general partner owning over 90% of the Partnership's common interest, the governance of the Partnership is necessarily linked to the corporate governance of the General Partner. Summarized below are the highlights of the General Partner's Corporate Governance initiatives. 

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Board Composition
  
• The General Partner's Board is controlled by supermajority (91.7%) of "Independent Directors," as such term is defined under the rules of the New York Stock Exchange (the "NYSE") as of January 29, 2014 and thereafter
 
 
Board Committees
  
• The General Partner's Board Committee members are all Independent Directors
 
 
Lead Director
  
• The Chairman of the General Partner's Corporate Governance Committee serves as Lead Director of the Independent Directors
 
 
Board Policies
  
  No Shareholder Rights Plan (Poison Pill)
  Code of Conduct applies to all Directors and employees of the General Partner, including the Chief Executive Officer and senior financial officers; waivers applied to executive officers require the vote of a majority of (i) the General Partner's Board of Directors or (ii) the General Partner's Corporate Governance Committee
  Orientation program for new Directors of the General Partner
  Independence of Directors of the General Partner is reviewed annually
  Independent Directors of the General Partner meet at least quarterly in executive sessions
  Independent Directors of the General Partner receive no compensation from the General Partner other than as Directors
  Equity-based compensation plans require the approval of the General Partner's shareholders
  Board effectiveness and performance is reviewed annually by the General Partner's Corporate Governance Committee
  The General Partner's Executive Compensation Committee conducts an annual review, as delegated by the Corporate Governance Committee, of the Chief Executive Officer succession plan
  Independent Directors and all Board Committees of the General Partner may retain outside advisors, as they deem appropriate
  Prohibition on repricing of outstanding stock options of the General Partner
  Directors of the General Partner required to offer resignation upon job change
  Majority voting for election of Directors of the General Partner
  Shareholder Communications Policy

 
 
 
Ownership
 
Minimum Stock Ownership Guidelines apply to all Directors and Executive Officers of the General Partner
The General Partner's Code of Conduct (which applies to all Directors and employees of the General Partner, including the Chief Executive Officer and senior financial officers) and the Corporate Governance Guidelines are available in the Investor Relations/Corporate Governance section of the General Partner's website at www.dukerealty.com. A copy of these documents may also be obtained without charge by writing to Duke Realty Corporation, 600 East 96th Street, Suite 100, Indianapolis, Indiana 46240, Attention: Investor Relations. If we amend our Code of Conduct as it applies to the Directors, Chief Executive Officer or senior financial officers of the General Partner or grant a waiver from any provision of the Code of Conduct to any such person, we may, rather than filing a current report on Form 8-K, disclose such amendment or waiver in the Investor Relations/Corporate Governance section of the General Partner's website at www.dukerealty.com.
Additional Information
For additional information regarding our investments and operations, see Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8, "Financial Statements and Supplementary Data." For additional information about our business segments, see Item 8, "Financial Statements and Supplementary Data."



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Available Information
In addition to this Report, we file quarterly and current reports, proxy statements and other information with the SEC. All documents that are filed with the SEC are available free of charge on the General Partner's corporate website, which is www.dukerealty.com. We are not incorporating the information on the General Partner's website into this Report, and the General Partner's website and the information appearing on the General Partner's website is not included in, and is not part of, this Report. You may also read and copy any document filed at the public reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the SEC's Interactive Data Electronic Application ("IDEA") via the SEC's home page on the Internet (http://www.sec.gov). In addition, since some of the General Partner's securities are listed on the NYSE, you may read the General Partner's SEC filings at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
Item 1A. Risk Factors
In addition to the other information contained in this Report, you should carefully consider, in consultation with your legal, financial and other professional advisors, the risks described below, as well as the risk factors and uncertainties discussed in our other public filings with the SEC under the caption "Risk Factors" in evaluating us and our business before making a decision regarding an investment in the General Partner's securities.
The risks contained in this Report are not the only risks that we face. Additional risks that are not presently known, or that we presently deem to be immaterial, also could have a material adverse effect on our financial condition, results of operations, business and prospects. The trading price of the General Partner's securities could decline due to the materialization of any of these risks, and its shareholders and/or the Partnership's unitholders may lose all or part of their investment.
This Report also contains forward-looking statements that may not be realized as a result of certain factors, including, but not limited to, the risks described herein and in our other public filings with the SEC. Please refer to the section in this Report entitled "Cautionary Notice Regarding Forward-Looking Statements" for additional information regarding forward-looking statements.
Risks Related to Our Business
Our use of debt financing could have a material adverse effect on our financial condition.
We are subject to the risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required principal and interest payments and the long-term risk that we will be unable to refinance our existing indebtedness, or that the terms of such refinancing will not be as favorable as the terms of existing indebtedness. Additionally, we may not be able to refinance borrowings by our unconsolidated subsidiaries on favorable terms or at all. If our debt cannot be paid, refinanced or extended, we may not be able to make distributions to shareholders and unitholders at expected levels. Further, if prevailing interest rates or other factors at the time of a refinancing result in higher interest rates or other restrictive financial covenants upon the refinancing, then such refinancing would adversely affect our cash flow and funds available for operation, development and distribution.
We are also subject to financial covenants under our existing debt instruments. Should we fail to comply with the covenants in our existing debt instruments, then we would not only be in breach under the applicable debt instruments but we would also likely be unable to borrow any further amounts under our other debt instruments, which could adversely affect our ability to fund operations. We also have incurred, and may incur in the future, indebtedness that bears interest at variable rates. Thus, if market interest rates increase, so will our interest expense, which could reduce our cash flow and our ability to make distributions to shareholders and unitholders at expected levels.



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Debt financing may not be available and equity issuances could be dilutive to our shareholders and unitholders.
Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, including unsecured lines of credit and other forms of secured and unsecured debt, and equity financing, including common and preferred equity issued by the General Partner. Debt financing may not be available over a longer period of time in sufficient amounts, on favorable terms or at all. If the General Partner issues additional equity securities, instead of debt, to manage capital needs, the interests of our existing shareholders and unitholders could be diluted.
Financial and other covenants under existing credit agreements could limit our flexibility and adversely affect our financial condition.
The terms of our various credit agreements and other indebtedness require that we comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we have satisfied our payment obligations. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flow would be adversely affected.
Downgrades in our credit ratings could increase our borrowing costs or reduce our access to funding sources in the credit and capital markets.
We have a significant amount of debt outstanding, consisting mostly of unsecured debt. We are currently assigned corporate credit ratings from Moody's Investors Service, Inc. and Standard and Poor's Ratings Group based on their evaluation of our creditworthiness. All of our debt ratings remain investment grade, but there can be no assurance that we will not be downgraded or that any of our ratings will remain investment grade. If our credit ratings are downgraded or other negative action is taken, we could be required, among other things, to pay additional interest and fees on outstanding borrowings under our revolving credit agreement.
Credit rating reductions by one or more rating agencies could also adversely affect our access to funding sources, the cost and other terms of obtaining funding as well as our overall financial condition, operating results and cash flow.
If we are unable to generate sufficient capital and liquidity, then we may be unable to pursue future development projects and other strategic initiatives.
To complete our ongoing and planned development projects, and to pursue our other strategic initiatives, we must continue to generate sufficient capital and liquidity to fund those activities. To generate that capital and liquidity, we rely upon funds from our existing operations, as well as funds that we raise through our capital raising activities. In the event that we are unable to generate sufficient capital and liquidity to meet our long-term needs, or if we are unable to generate capital and liquidity on terms that are favorable to us, then we may not be able to pursue development projects, acquisitions, or our other long-term strategic initiatives.
The General Partner's stock price and trading volume may be volatile, which could result in substantial losses to its shareholders and to the Partnership's unitholders, if and when they convert their Limited Partner Units to shares of the General Partner's common stock.
The market price of the General Partner's common and preferred stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition. In addition, the trading volume in the General Partner's common stock may fluctuate and cause significant price variations to occur. Some of the factors that could negatively affect the General Partner's share price, or result in fluctuations in the price or trading volume of the General Partner's common stock, include uncertainty in the markets, general market and economic conditions, as well as those factors described in these "Risk Factors" and in other reports that we file with the SEC.

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Many of these factors are beyond our control, and we cannot predict their potential effects on the price of the General Partner's common and preferred stock. If the market prices of the General Partner's common and preferred stock decline, then its shareholders and the Partnership's unitholders, respectively, may be unable to resell their shares and units upon terms that are attractive to them. We cannot assure that the market price of the General Partner's common and preferred stock will not fluctuate or decline significantly in the future. In addition, the securities markets in general may experience considerable unexpected price and volume fluctuations.
We may issue debt and equity securities which are senior to the General Partner's common stock and preferred stock as to distributions and in liquidation, which could negatively affect the value of the General Partner's common and preferred stock and the Partnership's Common Units and Preferred Units.
In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by certain of our assets, or by issuing debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock or common stock. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to the holders of the General Partner's common stock and preferred stock and the Partnership's Common Units and Preferred Units. The General Partner's preferred stock and the Partnership's Preferred Units have a preference over the General Partner's common stock and the Partnership's Common Units with respect to distributions and upon liquidation, which could further limit our ability to make distributions to our common shareholders and unitholders. Any additional preferred stock or Preferred Units that the General Partner or the Partnership may issue may have a preference over the General Partner's common stock and existing series of preferred stock, as well as the Partnership's Common Units and Preferred Units, with respect to distributions and upon liquidation.
We may be required to seek commercial credit and issue debt securities to manage our capital needs. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, our shareholders and unitholders, respectively, will bear the risk of our future offerings reducing the value of their shares of common stock and Common Units and diluting their interest in us.
Our use of joint ventures may negatively impact our jointly-owned investments.
We currently have joint ventures that are not consolidated with our financial statements. We may develop and acquire properties in joint ventures with other persons or entities when circumstances warrant the use of these structures. Our participation in joint ventures is subject to the risks that: 
We could become engaged in a dispute with any of our joint venture partners that might affect our ability to develop or operate a property;
Our joint venture partners may have different objectives than we have regarding the appropriate timing and terms of any sale or refinancing of properties;
Our joint venture partners may have competing interests in our markets that could create conflict of interest issues; and
Maturities of debt encumbering our jointly owned investments may not be able to be refinanced at all or on terms that are as favorable as the current terms.
Risks Related to the Real Estate Industry
Our net earnings available for investment or distribution to shareholders and unitholders could decrease as a result of factors related to the ownership and operation of commercial real estate that are outside of our control.
Our business is subject to the risks incident to the ownership and operation of commercial real estate, many of which involve circumstances not within our control. Such risks include the following: 

-8-


Changes in the general economic climate;
The availability of capital on favorable terms, or at all;
Increases in interest rates;
Local conditions such as oversupply of property or a reduction in demand;
Competition for tenants;
Changes in market rental rates;
Oversupply or reduced demand for space in the areas where our properties are located;
Delay or inability to collect rent from tenants who are bankrupt, insolvent or otherwise unwilling or unable to pay;
Difficulty in leasing or re-leasing space quickly or on favorable terms;
Costs associated with periodically renovating, repairing and reletting rental space;
Our ability to provide adequate maintenance and insurance on our properties;
Our ability to control variable operating costs;
Changes in government regulations; and
Potential liability under, and changes in, environmental, zoning, tax and other laws.
Further, a significant portion of our costs, such as real estate taxes, insurance and maintenance costs and our debt service payments, are generally not reduced when circumstances cause a decrease in cash flow from our properties. Any one or more of these factors could result in a reduction in our net earnings available for investment or distribution to shareholders and unitholders.
Many real estate costs are fixed, even if income from properties decreases.
Our financial results depend on leasing space in our real estate to tenants on terms favorable to us. Our income and funds available for distribution to our shareholders and unitholders will decrease if a significant number of our tenants cannot meet their lease obligations to us or we are unable to lease properties on favorable terms. In addition, if a tenant does not pay its rent, we may not be able to enforce our rights as landlord without delays and we may incur substantial legal costs. Costs associated with real estate investment, such as real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the investment. As a result, we may have a reduction in our net earnings available for investment or distribution to our shareholders and unitholders.
Our real estate development activities are subject to risks particular to development.
We continue to selectively develop new, pre-leased properties for rental operations in our existing markets when accretive returns are present. These development activities generally require various government and other approvals, which we may not receive. In addition, we also are subject to the following risks associated with development activities: 
Unsuccessful development opportunities could result in direct expenses to us;
Construction costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated, or possibly unprofitable;
Time required to complete the construction of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;

-9-


Occupancy rates and rents of a completed project may not be sufficient to make the project profitable; and
Favorable sources to fund our development activities may not be available.
We may be unsuccessful in operating completed real estate projects.
We face the risk that the real estate projects we develop or acquire will not perform in accordance with our expectations. This risk exists because of factors such as the following: 
Prices paid for acquired facilities are based upon a series of market judgments; and
Costs of any improvements required to bring an acquired facility up to standards to establish the market position intended for that facility might exceed budgeted costs.
As a result, we may develop or acquire projects that are not profitable.
We are exposed to the risks of defaults by tenants.
Any of our tenants may experience a downturn in their businesses that may weaken their financial condition. In the event of default or the insolvency of a significant number of our tenants, we may experience a substantial loss of rental revenue and/or delays in collecting rent and incur substantial costs in enforcing our rights as landlord. If a tenant files for bankruptcy protection, a court could allow the tenant to reject and terminate its lease with us. Our income and distributable cash flow would be adversely affected if a significant number of our tenants became unable to meet their obligations to us, became insolvent or declared bankruptcy.
We may be unable to renew leases or relet space.
When our tenants decide not to renew their leases upon their expiration, we may not be able to relet the space. Even if our tenants do renew or we are able to relet the space, the terms of renewal or reletting (including the cost of renovations, if necessary) may be less favorable than current lease terms. If we are unable to promptly renew the leases or relet the space, or if the rental rates upon such renewal or reletting are significantly lower than current rates, then our income and distributable cash flow would be adversely affected, especially if we were unable to lease a significant amount of the space vacated by tenants in our properties.
Our insurance coverage on our properties may be inadequate.
We maintain comprehensive insurance on each of our facilities, including property, liability, and environmental coverage. We believe this coverage is of the type and amount customarily obtained for real property. However, there are certain types of losses, generally of a catastrophic nature, such as hurricanes, earthquakes and floods or acts of war or terrorism that may be uninsurable or not economically insurable. We use our discretion when determining amounts, coverage limits and deductibles for insurance. These terms are determined based on retaining an acceptable level of risk at a reasonable cost. This may result in insurance coverage that in the event of a substantial loss would not be sufficient to pay the full current replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations and other factors also may make it unfeasible to use insurance proceeds to replace a facility after it has been damaged or destroyed. Under such circumstances, the insurance proceeds we receive may not be adequate to restore our economic position in a property. If an insured loss occurred, we could lose both our investment in and anticipated profits and cash flow from a property, and we would continue to be obligated on any mortgage indebtedness or other obligations related to the property. We are also subject to the risk that our insurance providers may be unwilling or unable to pay our claims when made.
Our acquisition and disposition activity may lead to long-term dilution.
Our asset strategy is to reposition our investment concentration among product types and further diversify our geographic presence. There can be no assurance that we will be able to execute the repositioning of our assets according to our strategy or that our execution will lead to improved results.


-10-


Acquired properties may expose us to unknown liability.
From time to time, we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow. Unknown liabilities with respect to acquired properties might include: 

liabilities for clean-up of undisclosed environmental contamination;
claims by tenants, vendors or other persons against the former owners of the properties;
liabilities incurred in the ordinary course of business; and
claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.
We could be exposed to significant environmental liabilities as a result of conditions of which we currently are not aware.
As an owner and operator of real property, we may be liable under various federal, state and local laws for the costs of removal or remediation of certain hazardous substances released on or in our property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous substances. In addition, we could have greater difficulty in selling real estate on which hazardous substances were present or in obtaining borrowings using such real estate as collateral. It is our general policy to have Phase I environmental audits performed for all of our properties and land by qualified environmental consultants at the time of purchase. These Phase I environmental audits have not revealed any environmental liability that would have a material adverse effect on our business. However, a Phase I environmental audit does not involve invasive procedures such as soil sampling or ground water analysis, and we cannot be sure that the Phase I environmental audits did not fail to reveal a significant environmental liability or that a prior owner did not create a material environmental condition on our properties or land which has not yet been discovered. We could also incur environmental liability as a result of future uses or conditions of such real estate or changes in applicable environmental laws.
We are exposed to the potential impacts of future climate change and climate-change related risks.
We are exposed to potential physical risks from possible future changes in climate. Our properties may be exposed to rare catastrophic weather events, such as severe storms and/or floods. If the frequency of extreme weather events increases due to climate change, our exposure to these events could increase.
We do not currently consider that we are exposed to regulatory risk related to climate change. However, we may be adversely impacted as a real estate developer in the future by stricter energy efficiency standards for buildings.
Risks Related to Our Organization and Structure
If the General Partner were to cease to qualify as a REIT, it and its shareholders would lose significant tax benefits.
The General Partner intends to continue to operate so as to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). Qualification as a REIT provides significant tax advantages to the General Partner and its shareholders. However, in order for the General Partner to continue to qualify as a REIT, it must satisfy numerous requirements established under highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. Satisfaction of these requirements also depends on various factual circumstances not entirely within our control. The fact that the General Partner holds its assets through the Partnership further complicates the application of the REIT requirements. Even a technical or inadvertent mistake could jeopardize the General Partner's REIT status. Although we believe that the General Partner can continue to operate so as to qualify as a REIT, we cannot offer any assurance that it will continue to do so or that legislation, new regulations, administrative interpretations or court decisions will not significantly change the qualification

-11-


requirements or the federal income tax consequences of qualification. If the General Partner were to fail to qualify as a REIT in any taxable year, it would have the following effects: 
The General Partner would not be allowed a deduction for distributions to shareholders and would be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate rates;
Unless the General Partner was entitled to relief under certain statutory provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which it ceased to qualify as a REIT;
The General Partner's net earnings available for investment or distribution to its shareholders would decrease due to the additional tax liability for the year or years involved; and
The General Partner would no longer be required to make any distributions to shareholders in order to qualify as a REIT.
As such, the General Partner's failure to qualify as a REIT would likely have a significant adverse effect on the value of the General Partner's securities and, consequently, the Partnership's Units.
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.
To maintain its qualification as a REIT under the Code, the General Partner must annually distribute to its shareholders at least 90% of its REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains. The General Partner intends to continue to make distributions to its shareholders to comply with the 90% distribution requirement. However, this requirement limits our ability to accumulate capital for use for other business purposes. If we do not have sufficient cash or other liquid assets to meet the distribution requirements of the General Partner, we may have to borrow funds or sell properties on adverse terms in order to meet the distribution requirements. If the General Partner fails to make a required distribution, it would cease to qualify as a REIT.
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.
The present U.S. federal income tax treatment of a REIT and an investment in a REIT may be modified by legislative, judicial or administrative action at any time. Revisions in U.S. federal income tax laws and interpretations of these laws could adversely affect us and the tax consequences of an investment in the General Partner's common shares.
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.
Indiana anti-takeover legislation and certain provisions in our governing documents, as we discuss below, may discourage potential acquirers from pursuing a change-of-control transaction with us. As a result, the General Partner's shareholders may be less likely to receive a control premium for their shares.
Unissued Preferred Stock. The General Partner's charter permits its board of directors to classify unissued preferred stock by setting the rights and preferences of the shares at the time of issuance. This power enables the General Partner's board to adopt a shareholder rights plan, also known as a poison pill. Although the General Partner has repealed its previously existing poison pill and its current board of directors has adopted a policy not to issue preferred stock as an anti-takeover measure, the General Partner's board can change this policy at any time. The adoption of a poison pill would discourage a potential bidder from acquiring a significant position in the General Partner without the approval of its board.
Business-Combination Provisions of Indiana Law. The General Partner has not opted out of the business-combination provisions of the Indiana Business Corporation Law. As a result, potential bidders may have to

-12-


negotiate with the General Partner's board of directors before acquiring 10% of its stock. Without securing board approval of the proposed business combination before crossing the 10% ownership threshold, a bidder would not be permitted to complete a business combination for five years after becoming a 10% shareholder. Even after the five-year period, a business combination with the significant shareholder would either be required to meet certain per share price minimums as set forth in the Indiana Business Corporation Law or to receive the approval of a majority of the disinterested shareholders.
Control-Share-Acquisition Provisions of Indiana Law. The General Partner has not opted out of the provisions of the Indiana Business Corporation Law regarding acquisitions of control shares. Therefore, those who acquire a significant block (at least 20%) of the General Partner's shares may only vote a portion of their shares unless its other shareholders vote to accord full voting rights to the acquiring person. Moreover, if the other shareholders vote to give full voting rights with respect to the control shares and the acquiring person has acquired a majority of the General Partner's outstanding shares, the other shareholders would be entitled to special dissenters' rights.
Supermajority Voting Provisions. The General Partner's charter prohibits business combinations or significant disposition transactions with a holder of 10% of its shares unless: 
The holders of 80% of the General Partner's outstanding shares of capital stock approve the transaction;
The transaction has been approved by three-fourths of those directors who served on the General Partner's board before the shareholder became a 10% owner; or
The significant shareholder complies with the "fair price" provisions of the General Partner's charter.
Among the transactions with large shareholders requiring the supermajority shareholder approval are dispositions of assets with a value greater than or equal to $1,000,000 and business combinations.
Operating Partnership Provisions. The limited partnership agreement of the Partnership contains provisions that could discourage change-of-control transactions, including a requirement that holders of at least 90% of the outstanding Common Units approve: 
Any voluntary sale, exchange, merger, consolidation or other disposition of all or substantially all of the assets of the Partnership in one or more transactions other than a disposition occurring upon a financing or refinancing of the Partnership;
The General Partner's merger, consolidation or other business combination with another entity unless after the transaction substantially all of the assets of the surviving entity are contributed to the Partnership in exchange for Common Units;
The General Partner's assignment of its interests in the Partnership other than to one of its wholly-owned subsidiaries; and
Any reclassification or recapitalization or change of outstanding shares of the General Partner's common stock other than certain changes in par value, stock splits, stock dividends or combinations.
We are dependent on key personnel.
The General Partner's executive officers and other senior officers have a significant role in the success of our Company. Our ability to retain our management group or to attract suitable replacements should any members of the management group leave our Company is dependent on the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely impact our financial condition and cash flow. Further, such a loss could be negatively perceived in the capital markets.
Item 1B.  Unresolved Staff Comments
We have no unresolved comments with the SEC staff regarding our periodic or current reports under the Exchange Act.

-13-


Item 2.  Properties
Product Review
As of December 31, 2013, we own interests in a diversified portfolio of 754 commercial properties encompassing approximately 152.6 million net rentable square feet (including 107 jointly controlled in-service properties with more than 22.5 million square feet, 22 consolidated properties under development with more than 4.3 million square feet and two jointly controlled properties under development with approximately 1.8 million square feet).
Industrial Properties: We own interests in 507 industrial properties encompassing more than 126.0 million square feet (82% of total square feet). These properties primarily consist of bulk warehouses (industrial warehouse/distribution centers with clear ceiling heights of 28 feet or more), but also include service center properties (also known as flex buildings or light industrial, having 12-18 foot clear ceiling heights and a combination of drive-up and dock-height loading access). Of these properties, 438 buildings with more than 107.7 million square feet are consolidated and 69 buildings with more than 18.3 million square feet are jointly controlled.
Office Properties: We own interests in 168 office buildings totaling more than 19.7 million square feet (13% of total square feet). These properties include primarily suburban office properties. Of these properties, 132 buildings with approximately 15.1 million square feet are consolidated and 36 buildings with more than 4.6 million square feet are jointly controlled.
Medical Office Properties: We own interests in 74 medical office buildings totaling approximately 5.9 million square feet (4% of total square feet). Of these properties, 72 buildings with approximately 5.2 million square feet are consolidated and two buildings with approximately 732,000 square feet are jointly controlled.
Other Properties: We own interests in five retail buildings totaling more than 936,000 square feet (1% of total square feet). Of these properties, three buildings with more than 348,000 square feet are consolidated and two buildings with more than 588,000 square feet are jointly controlled.
Land: We own, including through ownership interests in unconsolidated joint ventures, more than 4,100 acres of land and control an additional 1,600 acres through purchase options.










-14-


Property Descriptions
The following tables represent the geographic highlights of consolidated and jointly controlled in-service properties in our primary markets.
Consolidated Properties
 
Square Feet
 
Annual Net
Effective
Rent (1)
 
Annual Net
Effective
Rent per Square Foot (2)
 
Percent of
Annual  Net
Effective
Rent
 
Industrial
 
Office
 
Medical Office
 
Other
 
Overall
 
Percent of
Overall
 
Primary Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Indianapolis
15,054,561

 
2,913,149

 
371,505

 
38,366

 
18,377,581

 
14.8
%
 
$
89,154,092

 
$
5.04

 
13.5
%
Cincinnati
9,568,619

 
3,311,264

 
370,180

 

 
13,250,063

 
10.7
%
 
69,218,995

 
5.51

 
10.5
%
South Florida
4,915,895

 
1,406,411

 
107,000

 

 
6,429,306

 
5.2
%
 
53,101,994

 
9.29

 
8.0
%
Raleigh
2,800,680

 
2,272,744

 
356,836

 
20,061

 
5,450,321

 
4.4
%
 
51,616,304

 
9.94

 
7.8
%
Atlanta
8,531,361

 
468,285

 
890,892

 

 
9,890,538

 
8.0
%
 
49,827,112

 
5.62

 
7.5
%
Chicago
11,447,070

 

 
161,443

 

 
11,608,513

 
9.4
%
 
48,112,078

 
4.20

 
7.3
%
St. Louis
4,231,755

 
2,264,278

 

 

 
6,496,033

 
5.2
%
 
37,444,216

 
6.50

 
5.7
%
Dallas
7,060,095

 

 
666,971

 

 
7,727,066

 
6.2
%
 
37,146,276

 
4.83

 
5.6
%
Nashville
3,932,170

 
987,671

 
120,660

 

 
5,040,501

 
4.1
%
 
34,325,330

 
7.62

 
5.2
%
Columbus
8,103,817

 

 
73,238

 

 
8,177,055

 
6.6
%
 
26,003,363

 
3.18

 
3.9
%
Central Florida
3,360,479

 

 
348,690

 

 
3,709,169

 
3.0
%
 
21,634,774

 
5.97

 
3.3
%
Other (3)
912,500

 

 
829,044

 

 
1,741,544

 
1.4
%
 
20,670,591

 
13.49

 
3.1
%
Savannah
6,935,446

 

 

 

 
6,935,446

 
5.6
%
 
19,151,017

 
3.29

 
2.9
%
Houston
2,691,611

 
159,056

 
168,850

 

 
3,019,517

 
2.4
%
 
18,812,325

 
6.29

 
2.8
%
Minneapolis
3,720,250

 

 

 

 
3,720,250

 
3.0
%
 
16,018,032

 
4.48

 
2.4
%
New Jersey
2,351,204

 

 

 

 
2,351,204

 
1.9
%
 
12,355,127

 
5.25

 
1.9
%
Northern California
2,571,630

 

 

 

 
2,571,630

 
2.1
%
 
10,953,257

 
4.26

 
1.7
%
Southern California
2,339,379

 

 

 

 
2,339,379

 
1.9
%
 
10,914,228

 
6.08

 
1.6
%
Pennsylvania
1,368,500

 

 

 
289,855

 
1,658,355

 
1.3
%
 
10,546,341

 
6.52

 
1.6
%
Seattle
1,136,109

 

 

 

 
1,136,109

 
0.9
%
 
10,256,153

 
9.03

 
1.6
%
Washington DC
78,560

 
219,464

 
100,952

 

 
398,976

 
0.3
%
 
4,363,284

 
16.03

 
0.7
%
Phoenix
1,048,965

 

 

 

 
1,048,965

 
0.9
%
 
4,215,397

 
4.34

 
0.6
%
Baltimore
462,070

 

 

 

 
462,070

 
0.4
%
 
2,696,875

 
5.84

 
0.4
%
Cleveland

 
420,869

 

 

 
420,869

 
0.3
%
 
2,494,840

 
10.36

 
0.4
%
Total
104,622,726

 
14,423,191

 
4,566,261

 
348,282

 
123,960,460

 
100.0
%
 
$
661,032,001

 
$
5.67

 
100.0
%
Percent of Overall
84.4
%
 
11.6
%
 
3.7
%
 
0.3
%
 
100.0
%
 
 
 
 
 
 
 
 
Annual Net Effective Rent per Square Foot (2)
$
3.93

 
$
13.35

 
$
22.51

 
$
19.71

 
$
5.67

 
 
 
 
 
 
 
 


-15-


Jointly Controlled Properties
 
Square Feet
 
Annual Net
Effective
Rent (1)
 
Annual Net
Effective
Rent per Square Foot (2)
 
Percent of
Annual  Net
Effective
Rent
 
Industrial
 
Office
 
Medical Office
 
Other
 
Overall
 
Percent of
Overall
 
Primary Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Washington DC
669,802

 
2,146,775

 

 

 
2,816,577

 
12.5
%
 
$
46,394,845

 
$
19.02

 
28.6
%
Dallas
7,698,728

 

 
458,396

 

 
8,157,124

 
36.2
%
 
32,390,508

 
4.06

 
19.9
%
Indianapolis
4,908,975

 

 
273,479

 

 
5,182,454

 
23.0
%
 
22,227,756

 
4.55

 
13.7
%
Atlanta

 
780,751

 

 

 
780,751

 
3.5
%
 
12,360,642

 
17.70

 
7.6
%
Central Florida
908,422

 
415,373

 

 

 
1,323,795

 
5.9
%
 
9,218,936

 
7.16

 
5.7
%
Minneapolis

 

 

 
381,922

 
381,922

 
1.7
%
 
8,572,820

 
27.92

 
5.3
%
South Florida

 
388,112

 

 

 
388,112

 
1.7
%
 
8,286,695

 
21.85

 
5.1
%
Columbus
1,142,400

 
253,705

 

 

 
1,396,105

 
6.2
%
 
5,913,073

 
4.46

 
3.6
%
Phoenix
1,009,351

 

 

 

 
1,009,351

 
4.5
%
 
4,691,802

 
4.65

 
2.9
%
Nashville

 
180,147

 

 

 
180,147

 
0.8
%
 
2,976,335

 
16.52

 
1.8
%
Chicago

 
203,304

 

 

 
203,304

 
0.9
%
 
2,919,936

 
16.81

 
1.8
%
Houston

 
159,175

 

 

 
159,175

 
0.7
%
 
2,559,523

 
16.08

 
1.6
%
Raleigh

 
122,087

 

 

 
122,087

 
0.5
%
 
2,130,574

 
17.45

 
1.3
%
Cincinnati
57,886

 

 

 
206,315

 
264,201

 
1.2
%
 
1,225,314

 
4.64

 
0.8
%
Other (3)
152,944

 

 

 

 
152,944

 
0.7
%
 
512,362

 
3.35

 
0.3
%
Total
16,548,508

 
4,649,429

 
731,875

 
588,237

 
22,518,049

 
100.0
%
 
$
162,381,121

 
$
7.60

 
100.0
%
Percent of Overall
73.5
%
 
20.6
%
 
3.3
%
 
2.6
%
 
100.0
%
 
 
 
 
 
 
 
 
Annual Net Effective Rent per Square Foot (2)
$
3.70

 
$
19.56

 
$
19.14

 
$
18.31

 
$
7.60

 
 
 
 
 
 
 
 
 
 
Occupancy %
 
Consolidated Properties
 
Jointly Controlled Properties
 
Industrial
 
Office
 
Medical Office
 
Other
 
Overall
 
Industrial
 
Office
 
Medical Office
 
Other
 
Overall
Primary Market
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Indianapolis
96.8
%
 
93.7
%
 
95.8
%
 
92.1
%
 
96.3
%
 
93.9
%
 

 
100.0
%
 

 
94.2
%
Cincinnati
97.4
%
 
86.9
%
 
98.4
%
 

 
94.8
%
 
100.0
%
 

 

 
100.0
%
 
100.0
%
South Florida
88.3
%
 
90.4
%
 
100.0
%
 

 
88.9
%
 

 
97.7
%
 

 

 
97.7
%
Atlanta
88.7
%
 
94.5
%
 
95.7
%
 

 
89.6
%
 

 
89.4
%
 

 

 
89.4
%
Raleigh
95.3
%
 
95.1
%
 
97.2
%
 
71.7
%
 
95.3
%
 

 
100.0
%
 

 

 
100.0
%
Dallas
100.0
%
 

 
95.4
%
 

 
99.6
%
 
98.0
%
 

 
94.9
%
 

 
97.8
%
Chicago
98.7
%
 

 
98.9
%
 

 
98.7
%
 

 
85.4
%
 

 

 
85.4
%
St. Louis
94.6
%
 
77.7
%
 

 

 
88.7
%
 

 

 

 

 

Nashville
88.2
%
 
92.9
%
 
100.0
%
 

 
89.4
%
 

 
100.0
%
 

 

 
100.0
%
Columbus
100.0
%
 

 
100.0
%
 

 
100.0
%
 
100.0
%
 
71.7
%
 

 

 
94.9
%
Central Florida
100.0
%
 

 
75.0
%
 

 
97.7
%
 
100.0
%
 
91.2
%
 

 

 
97.2
%
Minneapolis
96.1
%
 

 

 

 
96.1
%
 

 

 

 
80.4
%
 
80.4
%
Houston
100.0
%
 
100.0
%
 
84.4
%
 

 
99.1
%
 

 
100.0
%
 

 

 
100.0
%
Savannah
83.9
%
 

 

 

 
83.9
%
 

 

 

 

 

Washington DC
91.5
%
 
45.3
%
 
100.0
%
 

 
68.2
%
 
92.6
%
 
84.7
%
 

 

 
86.6
%
New Jersey
100.0
%
 

 

 

 
100.0
%
 

 

 

 

 

Northern California
100.0
%
 

 

 

 
100.0
%
 

 

 

 

 

Southern California
76.8
%
 

 

 

 
76.8
%
 

 

 

 

 

Pennsylvania
100.0
%
 

 

 
85.9
%
 
97.5
%
 

 

 

 

 

Seattle
100.0
%
 

 

 

 
100.0
%
 

 

 

 

 

Phoenix
92.7
%
 

 

 

 
92.7
%
 
100.0
%
 

 

 

 
100.0
%
Baltimore
100.0
%
 

 

 

 
100.0
%
 

 

 

 

 

Cleveland

 
57.2
%
 

 

 
57.2
%
 

 

 

 

 

Other (3)
87.8
%
 

 
88.3
%
 

 
88.0
%
 
100.0
%
 

 

 

 
100.0
%
Total
95.0
%
 
87.8
%
 
93.2
%
 
85.7
%
 
94.1
%
 
96.9
%
 
88.0
%
 
96.8
%
 
87.3
%
 
94.8
%

-16-


(1)
Represents the average annual base rental payments, on a straight-line basis for the term of each lease, from space leased to tenants as of December 31, 2013, excluding additional amounts paid by tenants as reimbursement for operating expenses. Joint venture properties are shown at 100% of square feet and net effective rents, without regard to our ownership percentage.
(2)
Annual net effective rent per leased square foot.
(3)
Represents properties not located in our primary markets, totaling 1.4% of the total square footage of our consolidated properties.
Item 3.  Legal Proceedings
We are not subject to any material pending legal proceedings, other than routine litigation arising in the ordinary course of business. Our management expects that these ordinary routine legal proceedings will be covered by insurance and does not expect these legal proceedings to have a material adverse effect on our financial condition, results of operations, or liquidity.
Item 4.  Mine Safety Disclosures
Not applicable.


-17-


PART II
Item 5.  Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The General Partner's common stock is listed for trading on the NYSE under the symbol "DRE." The following table sets forth the high and low sales prices of the General Partner's common stock for the periods indicated and the dividend or distribution paid per share or Common Unit by the General Partner or the Partnership, respectively, during each such period. There is no established trading market for the Partnership's Common Units. As of February 21, 2014, there were 7,012 record holders of the General Partner's common stock and 142 record holders of the Partnership's Common Units. 
 
2013
 
2012
Quarter Ended
High
 
Low
 
Dividend/Distribution
 
High
 
Low
 
Dividend/Distribution
December 31
$
17.23

 
$
14.18

 
$
0.17

 
 
$
15.93

 
$
12.71

 
$
0.17

September 30
17.56

 
14.12

 
0.17

 
 
16.00

 
13.85

 
0.17

June 30
18.80

 
14.29

 
0.17

 
 
15.31

 
13.06

 
0.17

March 31
17.16

 
13.94

 
0.17

 
 
14.85

 
11.85

 
0.17

On January 29, 2014, the General Partner declared a quarterly cash dividend or distribution of $0.17 per share or Common Unit, payable by the General Partner or the Partnership, respectively, on February 28, 2014, to common shareholders or common unitholders of record on February 14, 2014.
A summary of the tax characterization of the dividends paid per common share of the General Partner for the years ended December 31, 2013, 2012 and 2011 follows:
 
 
2013
 
2012
 
2011
Total dividends paid per share
$
0.68

 
$
0.68

 
$
0.68

Ordinary income
52.6
%
 
14.1
%
 
3.3
%
Return of capital
4.4
%
 
85.9
%
 
96.7
%
Capital gains
43.0
%
 
%
 
%
 
100.0
%
 
100.0
%
 
100.0
%
Sales of Unregistered Securities
The General Partner did not sell any of its securities during the year ended December 31, 2013 that were not registered under the Securities Act.
Item 6. Selected Financial Data
The following table sets forth selected financial and operating information on a historical basis for each of the years in the five-year period ended December 31, 2013. The following information should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 8, "Financial Statements and Supplementary Data" included in this Form 10-K (in thousands, except per share or per Common Unit):

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2013
 
2012
 
2011
 
2010
 
2009
Results of Operations:
 
 
 
 
 
 
 
 
 
General Partner and Partnership
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
Rental and related revenue from continuing operations
$
875,194

 
$
771,625

 
$
686,242

 
$
618,315

 
$
581,200

General contractor and service fee revenue
206,596

 
275,071

 
521,796

 
515,361

 
449,509

Total revenues from continuing operations
$
1,081,790

 
$
1,046,696

 
$
1,208,038

 
$
1,133,676

 
$
1,030,709

Income (loss) from continuing operations
$
61,546

 
$
(85,549
)
 
$
(3,096
)
 
$
44,340

 
$
(222,651
)
 
 
 
 
 
 
 
 
 
 
General Partner
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common shareholders
$
153,044

 
$
(126,145
)
 
$
31,416

 
$
(14,108
)
 
$
(333,601
)
 
 
 
 
 
 
 
 
 
 
Partnership
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common unitholders
$
155,138

 
$
(128,418
)
 
$
32,275

 
$
(14,459
)
 
$
(344,700
)
 
 
 
 
 
 
 
 
 
 
General Partner
 
 
 
 
 
 
 
 
 
Per Share Data:
 
 
 
 
 
 
 
 
 
Basic income (loss) per common share:
 
 
 
 
 
 
 
 
 
Continuing operations
$
0.06

 
$
(0.52
)
 
$
(0.27
)
 
$
(0.16
)
 
$
(1.43
)
Discontinued operations
0.41

 
0.04

 
0.38

 
0.09

 
(0.24
)
Diluted income (loss) per common share:
 
 
 
 
 
 
 
 
 
Continuing operations
0.06

 
(0.52
)
 
(0.27
)
 
(0.16
)
 
(1.43
)
Discontinued operations
0.41

 
0.04

 
0.38

 
0.09

 
(0.24
)
Dividends paid per common share
$
0.68

 
$
0.68

 
$
0.68

 
$
0.68

 
$
0.76

Weighted average common shares outstanding
322,133

 
267,900

 
252,694

 
238,920

 
201,206

Weighted average common shares and potential dilutive securities
326,712

 
267,900

 
259,598

 
238,920

 
201,206

Balance Sheet Data (at December 31):
 
 
 
 
 
 
 
 
 
Total Assets
$
7,752,614

 
$
7,560,101

 
$
7,004,437

 
$
7,644,276

 
$
7,304,279

Total Debt
4,254,376

 
4,446,170

 
3,809,589

 
4,207,079

 
3,854,032

Total Preferred Equity
447,683

 
625,638

 
793,910

 
904,540

 
1,016,625

Total Shareholders' Equity
3,013,243

 
2,591,414

 
2,714,686

 
2,945,610

 
2,925,345

Total Common Shares Outstanding
326,399

 
279,423

 
252,927

 
252,195

 
224,029

Other Data:
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to common shareholders (1)
$
347,041

 
$
265,204

 
$
274,616

 
$
297,955

 
$
142,597

 
 
 
 
 
 
 
 
 
 
Partnership
 
 
 
 
 
 
 
 
 
Per Unit Data:
 
 
 
 
 
 
 
 
 
Basic income (loss) per Common Unit:
 
 
 
 
 
 
 
 
 
Continuing operations
$
0.06

 
$
(0.52
)
 
$
(0.27
)
 
$
(0.16
)
 
$
(1.43
)
Discontinued operations
0.41

 
0.04

 
0.38

 
0.09

 
(0.24
)
Diluted income (loss) per Common Unit:
 
 
 
 
 
 
 
 
 
Continuing operations
0.06

 
(0.52
)
 
(0.27
)
 
(0.16
)
 
(1.43
)
Discontinued operations
0.41

 
0.04

 
0.38

 
0.09

 
(0.24
)
Distributions paid per Common Unit
$
0.68

 
$
0.68

 
$
0.68

 
$
0.68

 
$
0.76

Weighted average Common Units outstanding
326,525

 
272,729

 
259,598

 
244,870

 
207,893

Weighted average Common Units and potential dilutive securities
326,712

 
272,729

 
259,598

 
244,870

 
207,893

Balance Sheet Data (at December 31):
 
 
 
 
 
 
 
 
 
Total Assets
$
7,752,614

 
$
7,560,101

 
$
7,003,982

 
$
7,644,124

 
$
7,304,493

Total Debt
4,254,376

 
4,446,170

 
3,809,589

 
4,207,079

 
3,854,032

Total Preferred Equity
447,683

 
625,638

 
793,910

 
904,540

 
1,016,625

Total Partners' Equity
3,037,330

 
2,616,803

 
2,775,037

 
2,984,619

 
2,960,516

Total Common Units Outstanding
330,786

 
283,842

 
259,872

 
257,426

 
230,638

Other Data:
 
 
 
 
 
 
 
 
 
Funds from Operations attributable to common unitholders (1)
$
351,780

 
$
269,985

 
$
282,119

 
$
305,375

 
$
147,324

(1) In addition to net income (loss) computed in accordance with accounting principles generally accepted in the United States of America ("GAAP"), we assess and measure the overall operating results of the General Partner and the Partnership based upon Funds From Operations ("FFO"), which is an industry performance measure that management believes is a useful indicator of consolidated operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of an equity real estate investment trust ("REIT") like Duke Realty Corporation. The National Association of Real Estate Investment Trusts ("NAREIT") created FFO as a non-GAAP supplemental measure of REIT operating performance. FFO, as defined by NAREIT, represents GAAP net income (loss), excluding extraordinary items as defined under GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after similar

-19-


adjustments for unconsolidated partnerships and joint ventures. The most comparable GAAP measure is net income (loss) attributable to common shareholders or common unitholders. FFO attributable to common shareholders or common unitholders should not be considered as a substitute for net income (loss) attributable to common shareholders or common unitholders or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of NAREIT.
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Management believes that the use of FFO attributable to common shareholders or common unitholders, combined with net income (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that the use of FFO as a performance measure enables investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT's activity and assist them in comparing these operating results between periods or between different companies.
See reconciliation of FFO to GAAP net income (loss) attributable to common shareholders or common unitholders under the caption "Year in Review" under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
The General Partner is a self-administered and self-managed REIT that began operations in 1986 and is the sole general partner of the Partnership. The Partnership is a limited partnership formed in 1993, at which time all of the properties and related assets and liabilities of the General Partner, as well as proceeds from a secondary offering of the General Partner's common shares, were contributed to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial real estate firm operating in the Midwest whose operations began in 1972. We operate the General Partner and the Partnership as one enterprise, and therefore, our discussion and analysis refers to the General Partner and its consolidated subsidiaries, including the Partnership, collectively.
At December 31, 2013, we: 
Owned or jointly controlled 754 industrial, office, medical office and other properties, of which 730 properties with approximately 146.5 million square feet were in service and 24 properties with approximately 6.1 million square feet were under development. The 730 in-service properties were comprised of 623 consolidated properties with approximately 124.0 million square feet and 107 jointly controlled properties with more than 22.5 million square feet. The 24 properties under development consisted of 22 consolidated properties with more than 4.3 million square feet and two jointly controlled properties with approximately 1.8 million square feet.
Owned, including through ownership interests in unconsolidated joint ventures, more than 4,100 acres of land and controlled an additional 1,600 acres through purchase options.
A key component of our overall strategy is to increase our investment in quality industrial properties in both existing and select new markets and to reduce our investment in suburban office properties and other non-strategic assets. By the end of 2013, we had achieved the asset allocation objectives that we had established in late 2009 to increase our industrial assets to 60%, while reducing our office assets to 25% or less, of our total asset concentration.
We have four reportable operating segments at December 31, 2013, the first three of which consist of the ownership and rental of (i) industrial, (ii) office and (iii) medical office real estate investments. The operations of our industrial, office and medical office properties, along with our retail properties, are collectively referred to as "Rental Operations." Our retail properties, as well as any other properties not included in our reportable segments, do not by themselves meet the quantitative thresholds for separate presentation as a reportable segment. The fourth reportable segment consists of various real estate services such as property management, asset management, maintenance, leasing, development, general contractor and construction management to third-party property owners and joint ventures, and is collectively referred to as "Service Operations." Our reportable segments offer different products or services and are managed separately because each segment requires different operating strategies and

-20-


management expertise. Our Service Operations segment also includes our taxable REIT subsidiary, a legal entity through which certain of the segment's operations are conducted.
Operational Strategy
Our operational focus is to drive profitability by maximizing cash from operations as well as FFO through (i) maintaining and increasing property occupancy and rental rates, while also keeping lease-related capital costs contained, by effectively managing our portfolio of existing properties; (ii) selectively developing new build-to-suit, substantially pre-leased and, in limited circumstances, speculative development projects; (iii) leveraging our construction expertise to act as a general contractor or construction manager on a fee basis; and (iv) providing a full line of real estate services to our tenants and to third parties.
Asset Strategy
Our asset strategy is to reposition our investment concentration among product types and further diversify our geographic presence. Our strategic objectives include (i) increasing our investment in quality industrial properties in both existing markets and select new markets; (ii) managing our medical office portfolio nationally to focus on hospital system relationships in order to take advantage of demographic trends; (iii) increasing our asset investment in markets we believe provide the best potential for future rental growth; (iv) reducing our investment in suburban office properties located primarily in the Midwest as well as reducing our investment in other non-strategic assets; and (v) monetizing our land inventory through new development activity as well as sales of surplus land. We are continuing to execute our asset strategy through a disciplined approach by identifying development and acquisition opportunities, while continually evaluating our portfolio for disposition by regularly identifying assets that no longer meet our long-term objectives.
Capital Strategy
Our capital strategy is to maintain a strong balance sheet by actively managing the components of our capital structure, in coordination with the execution of our overall operational and asset strategies. We are focused on maintaining investment grade ratings from our credit rating agencies with the ultimate goal of further improving the key metrics that formulate our credit ratings.
In support of our capital strategy, we employ an asset disposition program to sell non-strategic real estate assets, which generates proceeds that can be recycled into new property investments that better fit our growth objectives or can be used to reduce leverage and otherwise manage our capital structure.
We continue to focus on improving our balance sheet by maintaining a balanced and flexible capital structure which includes: (i) extending and sequencing the maturity dates of our outstanding debt obligations; (ii) borrowing primarily at fixed rates by targeting a variable rate component of total debt less than 20%; and (iii) issuing common equity as needed to maintain appropriate leverage parameters or support significant strategic developments or acquisitions. With our successes to date and continued focus on maintaining a strong balance sheet, we believe we are well-positioned for future growth.
Year in Review
The overall economic environment improved modestly in 2013. Unresolved issues of spending cuts, the national debt ceiling and the government shutdown led to uncertainty for the U.S. economy during much of the year. While some of these issues are now resolved for the short term, they did have an impact on the economy and our business. Despite these challenges, we believe 2013 to have been a very successful year across all aspects of our strategic focus. Our performance in 2013 included increasing the already strong level of occupancy at which we completed 2012 as well as increasing the size and pre-leased percentage of our development pipeline.
Net income attributable to the common shareholders of the General Partner for the year ended December 31, 2013, was $153.0 million, or $0.47 per share (diluted), compared to net loss of $126.1 million, or $0.48 per share (diluted) for the year ended December 31, 2012. Net income attributable to the common unitholders of the Partnership for the year ended December 31, 2013, was $155.1 million, or $0.47 per unit (diluted), compared to net loss of $128.4 million, or $0.48 per unit (diluted) for the year ended December 31, 2012. The net income position for 2013, when

-21-


compared to the net loss reported for 2012, was primarily the result of significant gains on property sales, for both consolidated properties and for our share of gains recognized within our unconsolidated joint ventures. The significant increase to gains from property sales was partially offset by increased depreciation expense in 2013 that resulted from carrying a larger base of properties. A substantial portion of the property sale activity occurred late in 2013, which mitigated the impact on operations from these dispositions.
FFO attributable to common shareholders of the General Partner totaled $347.0 million for the year ended December 31, 2013, compared to $265.2 million for 2012. FFO attributable to common unitholders of the Partnership totaled $351.8 million for the year ended December 31, 2013, compared to $270.0 million for 2012. We executed a 79-building suburban office portfolio sale (the "Blackstone Office Disposition") in late 2011, and the proceeds were not fully re-invested until the second half of 2012. Additionally, the General Partner issued 41.4 million shares of common stock in January 2013, generating net proceeds of approximately $571.9 million, which were re-invested into new property acquisitions as well as used to redeem the General Partner's $178.0 million of 8.375% Series O Cumulative Redeemable Preferred Shares ("Series O Shares"). The investment of both the proceeds from the Blackstone Office Disposition and the General Partner's January 2013 common stock offering resulted in the Company carrying a significantly higher base of real estate assets in 2013 compared to 2012, and therefore generating increased rental income throughout 2013. The higher base of real estate assets, coupled with the reduction of preferred dividends resulting from the aforementioned redemption, drove the increased FFO in 2013. Improved occupancy and operations throughout our real estate portfolio also contributed to the increase in FFO from 2012.
In addition to net income (loss) computed in accordance with GAAP, we assess and measure the overall operating results of the General Partner and the Partnership based upon FFO, which is an industry performance measure that management believes is a useful indicator of consolidated operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. NAREIT created FFO as a non-GAAP supplemental measure of REIT operating performance. FFO, as defined by NAREIT, represents GAAP net income (loss), excluding extraordinary items as defined under GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures. The most comparable GAAP measure is net income (loss) attributable to common shareholders or common unitholders. FFO attributable to common shareholders or common unitholders should not be considered as a substitute for net income (loss) attributable to common shareholders or common unitholders or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of NAREIT.
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Management believes that the use of FFO attributable to common shareholders or common unitholders, combined with net income (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that the use of FFO as a performance measure enables investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT's activity and assist them in comparing these operating results between periods or between different companies.
The following table shows a reconciliation of net income (loss) attributable to common shareholders or common unitholders to the calculation of FFO attributable to common shareholders or common unitholders for the years ended December 31, 2013, 2012 and 2011, respectively (in thousands):

-22-


 
2013
 
2012
 
2011
Net income (loss) attributable to common shareholders of the General Partner
$
153,044

 
$
(126,145
)
 
$
31,416

Add back: Net income (loss) attributable to noncontrolling interests - common limited partnership interests in the Partnership
2,094

 
(2,273
)
 
859

Net income (loss) attributable to common unitholders of the Partnership
155,138

 
(128,418
)
 
32,275

Adjustments:
 
 
 
 
 
Depreciation and amortization
409,050

 
379,419

 
385,679

Company share of joint venture depreciation and amortization
31,220

 
34,702

 
33,687

Earnings from depreciable property sales—wholly owned
(192,421
)
 
(13,811
)
 
(169,431
)
Earnings from depreciable property sales—share of joint venture
(51,207
)
 
(1,907
)
 
(91
)
Funds From Operations attributable to common unitholders of the Partnership
$
351,780

 
$
269,985

 
$
282,119

Additional General Partner Adjustments:
 
 
 
 
 
Net (income) loss attributable to noncontrolling interests - common limited partnership interests in the Partnership
(2,094
)
 
2,273

 
(859
)
        Noncontrolling interest share of adjustments
(2,645
)
 
(7,054
)
 
(6,644
)
Funds From Operations attributable to common shareholders of the General Partner
$
347,041

 
$
265,204

 
$
274,616

In accordance with our strategic plans, we increased our investment in industrial and medical office properties while reducing our investment in suburban office properties. Additionally, we continued to improve our operational metrics, which evidences the continued execution of our operational strategy. Highlights of our 2013 strategic and operational activities are as follows: 
We had development starts with expected total costs of $665.8 million during 2013 across all product types, which includes our share of expected total costs for two industrial development starts within a 50%-owned unconsolidated joint venture. These 2013 development starts were, in aggregate, 90.5% pre-leased.
During 2013, we placed 19 wholly-owned developments in service, across all product types, which totaled 4.4 million square feet with estimated total costs, after the properties are fully leased, of $481.7 million. These properties were 90.5% leased at December 31, 2013.
We increased our level of development investment during 2013 as compared to the last few years. The total estimated cost of our consolidated properties under construction was $572.6 million at December 31, 2013, with $249.9 million of such costs incurred through that date. The total estimated cost for jointly controlled properties under construction was $76.5 million at December 31, 2013, with $10.9 million of costs incurred through that date. The consolidated properties under construction are 85% pre-leased, while the jointly controlled properties under construction are 100% pre-leased.
During 2013, we acquired 16 industrial properties, totaling 8.0 million rentable square feet, and one medical office property with a total combined value of $553.3 million. These properties were, in aggregate, 99.8% leased at their acquisition dates.
We generated $740.0 million of total net cash proceeds from the disposition of 38 consolidated buildings and 277 acres of wholly-owned undeveloped land. These dispositions included 18 medical office properties in markets, or associated with healthcare systems, where we did not anticipate significant future growth. An additional 13 of the properties sold during 2013 were suburban office properties, primarily located in the Midwest.
The percentage of total square feet leased for our in-service portfolio of consolidated properties increased from 92.7% at December 31, 2012 to 94.1% at December 31, 2013.
We continued to have strong total leasing activity for our consolidated properties, with total leasing activity of 24.5 million square feet in 2013 compared to 24.2 million square feet in 2012.
Total leasing activity for our consolidated properties in 2013 included 11.7 million square feet of renewals, which represented a 68.3% retention rate on a square foot basis, and resulted in a 2.4% increase in net

-23-


effective rents. Lease expirations for the year were, for the most part, backfilled with new tenants, and the increased second generation leasing volume more than compensated for a decreased level of renewals.
We executed a number of significant transactions in support of our capital strategy during 2013 in order to optimally sequence our unsecured debt maturities, manage our overall leverage profile, reduce our cost of capital and support our development and acquisition priorities in alignment with our asset strategy. Highlights of our key financing activities are as follows:
In January 2013, the General Partner completed a public offering of 41.4 million common shares at an issue price of $14.25 per share, resulting in gross proceeds of $590.0 million and, after deducting underwriting fees and offering costs, net proceeds of approximately $571.9 million.
Throughout 2013, the General Partner issued 4.8 million shares of common stock pursuant to its at the market ("ATM") equity program at an average price of $16.67 per share, generating gross proceeds of approximately $79.3 million and, after considering commissions and other costs, net proceeds of approximately $77.8 million.
In February 2013, the General Partner redeemed all of the outstanding shares of its Series O Shares, which were redeemable as of February 22, 2013, at a liquidation amount of $178.0 million. The redemption of the Series O Shares resulted in an on-going annual reduction to preferred dividends of nearly $15 million per year.
During 2013, we issued $500.0 million of unsecured bonds at a weighted average stated and effective rate of 3.8%, and a $250.0 million unsecured term loan that bears interest at a variable rate of LIBOR plus 1.35%.
During 2013, we repaid $675.0 million of unsecured bonds, which had a weighted average stated interest rate of 5.57%. We also repaid twelve secured loans during 2013, totaling $153.8 million, which had a weighted average stated interest rate of 5.52%.
Key Performance Indicators
Our operating results depend primarily upon rental income from our Rental Operations. The following discussion highlights the areas of Rental Operations that we consider critical drivers of future revenues.
Occupancy Analysis: As previously discussed, our ability to maintain high occupancy rates is a principal driver of maintaining and increasing rental revenue from continuing operations. The following table sets forth percent leased and average net effective rent information regarding our in-service portfolio of consolidated rental properties at December 31, 2013 and 2012, respectively (in thousands, except percentage data):
 
Total
Square Feet
 
Percent of
Total Square Feet
 
Percent Leased*
 
Average Annual Net Effective Rent**
Type
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Industrial
104,623

 
94,080

 
84.4
%
 
81.4
%
 
95.0
%
 
94.3
%
 
$3.93
 
$3.89
Office
14,423

 
15,715

 
11.6
%
 
13.6
%
 
87.8
%
 
84.3
%
 
$13.35
 
$13.30
Medical Office
4,566

 
5,048

 
3.7
%
 
4.4
%
 
93.2
%
 
91.1
%
 
$22.51
 
$21.57
Other
348

 
739

 
0.3
%
 
0.6
%
 
85.7
%
 
88.1
%
 
$19.71
 
$24.24
Total
123,960

 
115,582

 
100.0
%
 
100.0
%
 
94.1
%
 
92.7
%
 
$5.67
 
$5.94
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* Represents the percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced.
** Represents average annual base rental payments per leased square foot, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. This amount excludes additional amounts paid by tenants as reimbursement for operating expenses.

The increase in occupancy at December 31, 2013 compared to December 31, 2012 was driven by increased leasing activity, as well as acquisition and disposition activity in 2013. The 3.7 million square feet of properties that we

-24-


disposed of during 2013 were less than 90% leased in the aggregate, while the 8.1 million square feet of properties that we acquired during the year were nearly 100% leased.
The average annual net effective rent for our industrial, office and medical office properties increased from 2012 to 2013 within each of these product types. The decrease in our overall average annual net effective rent per square foot is primarily the result of a shift in product mix, as we have increased our concentration in industrial properties.
Total Leasing Activity
The initial leasing of development projects or vacant space in acquired properties is referred to as first generation lease activity. The leasing of such space that we have previously held under lease is referred to as second generation lease activity. The total leasing activity for our consolidated rental properties, expressed in square feet of leases signed during the period, is as follows for the years ended December 31, 2013 and 2012, respectively (in thousands):
 
2013
 
2012
New Leasing Activity - First Generation
5,787

 
5,628

New Leasing Activity - Second Generation
7,019

 
4,911

Renewal Leasing Activity
11,684

 
13,626

Total Leasing Activity
24,490

 
24,165

We were able to quickly backfill expiring leases in 2013, which compensated for the decreased renewal volume, while slightly increasing our volume of first generation leases in new developments.
New Second Generation Leases
The following table sets forth the estimated costs of tenant improvements and leasing commissions, on a per square foot basis, that we are obligated to fulfill under the new second generation leases signed for our consolidated rental properties during the years ended December 31, 2013 and 2012, respectively (square feet data in thousands):
 
Square Feet of New Second Generation Leases Signed
 
Average Term in Years
 
Estimated Tenant Improvement Cost per Square Foot
 
Leasing Commissions per Square Foot
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Industrial
5,811

 
3,900

 
5.2

 
7.0

 
$
2.45

 
$
2.65

 
$
1.53

 
$
1.55

Office
1,167

 
972

 
6.8

 
6.7

 
$
17.95

 
$
17.36

 
$
7.08

 
$
7.33

Medical Office
41

 
39

 
5.6

 
6.6

 
$
13.00

 
$
15.41

 
$
3.38

 
$
6.67

Total
7,019

 
4,911

 
5.5

 
6.9

 
$
5.09

 
$
5.66

 
$
2.46

 
$
2.73

The increase in new second generation leases in 2013 was, to a large extent, correlated with the decrease in renewals and was driven by our ability to backfill several planned lease expirations throughout the year.








-25-


Lease Renewals
The following table summarizes our lease renewal activity within our consolidated rental properties for the years ended December 31, 2013 and 2012, respectively (square feet data in thousands):
 
Square Feet of Leases Renewed
 
Percent of Expiring Leases Renewed
 
Average Term in Years
 
Growth (Decline) in Net Effective Rents*
 
Estimated Tenant Improvement Cost per Square Foot
 
Leasing Commissions per Square Foot
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Industrial
9,653

 
12,168

 
66.2
%
 
85.4
%
 
4.3

 
5.2

 
4.0
%
 
1.0
%
 
$
0.72

 
$
0.42

 
$
0.96

 
$
0.80

Office
1,978

 
1,431

 
83.0
%
 
73.0
%
 
4.8

 
4.1

 
%
 
2.2
%
 
$
5.81

 
$
3.35

 
$
4.68

 
$
3.01

Medical Office
53

 
27

 
38.5
%
 
39.1
%
 
3.8

 
6.5

 
6.0
%
 
6.1
%
 
$
4.05

 
$
1.59

 
$
2.80

 
$
1.14

Total
11,684

 
13,626

 
68.3
%
 
83.7
%
 
4.4

 
5.1

 
2.4
%
 
1.4
%
 
$
1.60

 
$
0.73

 
$
1.60

 
$
1.03

* Represents the percentage change in net effective rent between the original leases and the renewal leases. Net effective rents represent average annual base rental payments, on a straight-line basis for the term of each lease, excluding operating expense reimbursements.
We experienced several lease expirations during 2013, including several significant industrial leases across several markets. As evidenced by the increased second generation leasing volume, we were able to backfill a significant component of our 2013 expirations.
Lease Expirations
Our ability to maintain and improve occupancy rates and net effective rents primarily depends upon our continuing ability to re-lease expiring space. The following table reflects our consolidated in-service portfolio lease expiration schedule, including square footage and annualized net effective rent, for expiring leases by property type at December 31, 2013 (in thousands, except percentage data):
 
Total Consolidated Portfolio
 
Industrial
 
Office
 
Medical Office
 
Other
Year of Expiration
Square
Feet
 
Ann. Rent
Revenue*
 
% of
Revenue
 
Square
Feet
 
Ann. Rent
Revenue*
 
Square
Feet
 
Ann. Rent
Revenue*
 
Square
Feet
 
Ann. Rent
Revenue*
 
Square
Feet
 
Ann. Rent
Revenue*
2014
11,158

 
$
53,397

 
8
%
 
9,779

 
$
36,679

 
1,243

 
$
14,366

 
132

 
$
2,232

 
4

 
$
120

2015
12,380

 
62,816

 
10
%
 
10,666

 
40,325

 
1,646

 
21,119

 
60

 
1,196

 
8

 
176

2016
14,543

 
74,399

 
11
%
 
12,526

 
46,365

 
1,782

 
23,303

 
216

 
4,374

 
19

 
357

2017
14,009

 
74,291

 
11
%
 
12,308

 
48,617

 
1,384

 
18,796

 
244

 
5,169

 
73

 
1,709

2018
12,589

 
76,089

 
12
%
 
10,232

 
39,394

 
1,882

 
25,225

 
398

 
9,998

 
77

 
1,472

2019
10,551

 
57,864

 
9
%
 
8,945

 
33,917

 
1,366

 
17,875

 
228

 
5,788

 
12

 
284

2020
10,751

 
61,021

 
9
%
 
9,335

 
37,605

 
946

 
14,093

 
460

 
9,066

 
10

 
257

2021
7,974

 
44,174

 
7
%
 
6,804

 
26,733

 
919

 
11,593

 
238

 
5,576

 
13

 
272

2022
5,675

 
30,185

 
5
%
 
5,018

 
17,234

 
245

 
4,339

 
390

 
8,165

 
22

 
447

2023
2,989

 
26,731

 
4
%
 
2,101

 
10,462

 
464

 
7,395

 
418

 
8,725

 
6

 
149

2024 and Thereafter
13,973

 
100,065

 
14
%
 
11,665

 
53,090

 
782

 
10,889

 
1,472

 
35,444

 
54

 
642

Total Leased
116,592

 
$
661,032

 
100
%
 
99,379

 
$
390,421

 
12,659

 
$
168,993

 
4,256

 
$
95,733

 
298

 
$
5,885

Total Portfolio Square Feet
123,960

 
 
 
 
 
104,623

 
 
 
14,423

 
 
 
4,566

 
 
 
348

 
 
Percent Leased
94.1
%
 
 
 
 
 
95.0
%
 
 
 
87.8
%
 
 
 
93.2
%
 
 
 
85.7
%
 
 
* Annualized rental revenue represents average annual base rental payments, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. Annualized rental revenue excludes additional amounts paid by tenants as reimbursement for operating expenses.
Information on current market rents can be difficult to obtain, is highly subjective, and is often not directly comparable between properties. As a result, we believe the increase or decrease in net effective rent on lease

-26-


renewals, as previously defined, is the most objective and meaningful relationship between rents on leases expiring in the near-term and current market rents.
Acquisition Activity
Our decision process in determining whether or not to acquire a target property or portfolio involves several factors, including expected rent growth, multiple yield metrics, property locations and expected demographic growth in each location, current occupancy of the target properties, tenant profile and remaining terms of the in-place leases in the target properties. We pursue both brokered and non-brokered acquisitions, and it is difficult to predict which markets and product types may present acquisition opportunities that align with our strategy. Because of the numerous factors considered in our acquisition decisions, we do not establish specific target yields for future acquisitions.
We acquired 17 properties during the year ended December 31, 2013 and 37 properties during the year ended December 31, 2012. The following table summarizes the acquisition price, percent leased at time of acquisition and in-place yields, by product type, for these acquisitions (in thousands, except percentage data):
 
2013 Acquisitions
 
2012 Acquisitions
Type
Acquisition Price*
 
In-Place Yield**
 
Percent Leased at Acquisition Date***
 
Acquisition Price*
 
In-Place Yield**
 
Percent Leased at Acquisition Date***
Industrial
$
532,808

 
6.1
%
 
100.0
%
 
$
265,203

 
6.6
%
 
94.9
%
Medical Office
20,500

 
6.9
%
 
82.3
%
 
514,455

 
6.5
%
 
92.9
%
Total
$
553,308

 
6.2
%
 
99.8
%
 
$
779,658

 
6.5
%
 
94.4
%
 
 
 
 
 
 
 
 
 
 
 
 
* Includes real estate assets and net acquired lease-related intangible assets, including above or below market leases, but excludes other acquired working capital assets and liabilities.
** In-place yields of completed acquisitions are calculated as the current annualized net rental payments from space leased to tenants at the date of acquisition, divided by the acquisition price of the acquired real estate. Annualized net rental payments are comprised of base rental payments, excluding additional amounts payable by tenants as reimbursement for operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.
*** Represents percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced, at the date of acquisition.
Disposition Activity
We regularly work to identify, consider and pursue opportunities to dispose of properties on an opportunistic basis and on a basis that is generally consistent with our strategic plans. We sold 38 buildings during the year ended December 31, 2013 and 28 buildings during the year ended December 31, 2012. The following table summarizes the sales prices, in-place yields and percent leased, by product type, of these buildings (in thousands, except percentage data):
 
2013 Dispositions
 
2012 Dispositions
 
Type
Sales Price
 
In-Place Yield*
 
Percent Leased**
 
Sales Price
 
In-Place Yield*
 
Percent Leased**
 
Industrial
$
16,499

 
6.3
%
 
50.1
%
 
$
60,913

 
8.4
%
 
79.3
%
 
Office
219,254

 
8.3
%
 
91.8
%
 
58,881

 
7.1
%
 
79.4
%
 
Medical Office
285,850

 
6.4
%
 
90.1
%
 

 
%
 
%
 
Other
188,000

 
5.0
%
 
89.8
%
 
11,400

 
9.0
%
 
80.5
%
 
Total
$
709,603

 
6.6
%
 
86.8
%
 
$
131,194

 
7.9
%
 
79.4
%
 
 
 
 
 
 
 
 
 
 
.
 
 
 
* In-place yields of completed dispositions are calculated as current annualized net rental payments from space leased to tenants at the date of sale, divided by the sales price of the real estate. Annualized net rental payments are comprised of base rental payments, excluding additional amounts payable by tenants as reimbursement for operating expenses, less current annualized operating expenses not recovered through tenant reimbursements.
** Represents percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced, at the date of sale.

-27-


During 2013, 18 medical office properties totaling 1.1 million square feet in various markets sold for $285.9 million. The properties sold in these transactions were in markets, or were associated with health systems, where we did not believe there to be significant future growth potential.
In May 2013, we sold a 391,000 square foot retail property in South Florida for $188.0 million.
Throughout 2013, 19 office properties and one industrial property were sold by two of our unconsolidated joint ventures for which capital distributions to us totaled $92.3 million. Our share of gains from joint venture property sales, which are included in equity in earnings, related almost entirely to these sales and totaled $51.2 million.
Development
Another source of our earnings growth is our wholly-owned and joint venture development activities. We expect to generate future earnings from Rental Operations as the development properties are placed in service and leased. We increased our development activities in 2013 for industrial and medical office properties with significant pre-leasing, as well as for speculative developments, in limited circumstances, in markets that we believe will provide future growth. We believe these two product lines will be the areas of greatest future growth.
We had 6.1 million square feet of consolidated or jointly controlled properties under development with total estimated costs upon completion of $649.2 million at December 31, 2013, compared to 4.4 million square feet of property under development with total estimated costs of $578.5 million at December 31, 2012. The square footage and estimated costs include both wholly-owned and joint venture development activity at 100%. The following table summarizes our properties under development at December 31, 2013 (in thousands, except percentage data): 
Ownership Type
Square
Feet
 
Percent
Leased
 
Total
Estimated
Project
Costs
 
Total
Incurred
to Date
 
Amount
Remaining
to be Spent
Consolidated properties
4,337

 
85
%
 
$
572,604

 
$
249,885

 
$
322,719

Joint venture properties
1,758

 
100
%
 
76,547

 
10,911

 
65,636

Total
6,095

 
89
%
 
$
649,151

 
$
260,796

 
$
388,355

We directly own over 3,200 acres of undeveloped land, of which we intend to develop approximately 2,500 acres. We believe that the land we intend to develop can support approximately 41.7 million square feet of primarily industrial, but also office and medical office, developments.

-28-


Results of Operations
A summary of our operating results and property statistics for each of the years in the three-year period ended December 31, 2013, is as follows (in thousands, except number of properties and per share or per Common Unit data):

 
2013
 
2012
 
2011
Rental and related revenue from continuing operations
$
875,194

 
$
771,625

 
$
686,242

General contractor and service fee revenue
206,596

 
275,071

 
521,796

Operating income
296,000

 
148,018

 
204,010

General Partner
 
 
 
 
 
Net income (loss) attributable to common shareholders
$
153,044

 
$
(126,145
)
 
$
31,416

Weighted average common shares outstanding
322,133

 
267,900

 
252,694

Weighted average common shares and potential dilutive securities
326,712

 
267,900

 
259,598

Partnership
 
 
 
 
 
Net income (loss) attributable to common unitholders
$
155,138

 
$
(128,418
)
 
$
32,275

Weighted average Common Units outstanding
326,525

 
272,729

 
259,598

Weighted average Common Units and potential dilutive securities
326,712

 
272,729

 
259,598

General Partner and Partnership
 
 
 
 
 
Basic income (loss) per common share or Common Unit:
 
 
 
 
 
Continuing operations
$
0.06

 
$
(0.52
)
 
$
(0.27
)
Discontinued operations
$
0.41

 
$
0.04

 
$
0.38

Diluted income (loss) per common share or Common Unit:
 
 
 
 
 
Continuing operations
$
0.06

 
$
(0.52
)
 
$
(0.27
)
Discontinued operations
$
0.41

 
$
0.04

 
$
0.38

Number of in-service consolidated properties at end of year
623

 
629

 
616

In-service consolidated square footage at end of year
123,960

 
115,582

 
110,296

Number of in-service joint venture properties at end of year
107

 
126

 
126

In-service joint venture square footage at end of year
22,518

 
25,614

 
25,295

Comparison of Year Ended December 31, 2013 to Year Ended December 31, 2012
Rental and Related Revenue
The following table sets forth rental and related revenue from continuing operations by reportable segment, as well as total rental and related revenue from discontinued operations, for the years ended December 31, 2013 and 2012, respectively (in thousands):
 
 
2013
 
2012
Rental and related revenue:
 
 
 
Industrial
$
483,679

 
$
431,277

Office
251,270

 
242,719

Medical Office
127,475

 
82,962

Other
12,770

 
14,667

Total rental and related revenue from continuing operations
$
875,194

 
$
771,625

Rental and related revenue from discontinued operations
46,066

 
71,028

Total rental and related revenue from continuing and discontinued operations
$
921,260

 
$
842,653

The primary reasons for the increase in rental revenue from continuing operations, with specific references to a particular segment when applicable, are summarized below:

-29-


We acquired 54 properties, of which 26 were industrial and 28 were medical office, and placed 21 developments in service from January 1, 2012 to December 31, 2013, which provided incremental revenues of $94.5 million in the year ended December 31, 2013 over 2012.
Rental and related revenue includes lease termination fees, which relate to specific tenants who pay a fee to terminate their lease obligation before the end of the contractual lease term. Lease termination fees included in continuing operations increased from $6.0 million in 2012 to $8.7 million in 2013.
The remaining increase in rental and related revenue from continuing operations was primarily due to increased rental expense recoveries that were attributable to an increase in snow removal costs, as the winter months of 2012 were significantly milder for many of our markets than they were in 2013. An increase in recoverable repair and maintenance costs, increased occupancy and increased rental rates also contributed, to a lesser extent, to the remaining increase in rental and related revenue from continuing operations.
Rental Expenses and Real Estate Taxes
The following table sets forth rental expenses and real estate taxes from continuing operations by reportable segment, as well as total rental expenses and real estate taxes from discontinued operations, for the years ended December 31, 2013 and 2012, respectively (in thousands): 
 
2013
 
2012
Rental expenses:
 
 
 
Industrial
$
49,165

 
$
42,830

Office
75,008

 
71,910

Medical Office
30,455

 
19,386

Other
4,380

 
3,671

Total rental expenses from continuing operations
$
159,008

 
$
137,797

Rental expenses from discontinued operations
12,049

 
17,593

Total rental expenses from continuing and discontinued operations
$
171,057

 
$
155,390

Real estate taxes:
 
 
 
Industrial
$
73,745

 
$
66,074

Office
29,550

 
29,693

Medical Office
11,725

 
8,166

Other
2,727

 
2,195

Total real estate tax expense from continuing operations
$
117,747

 
$
106,128

Real estate tax expense from discontinued operations
5,728

 
8,546

Total real estate tax expense from continuing and discontinued operations
$
123,475

 
$
114,674

Rental expenses from continuing operations increased by $21.2 million in 2013 compared to 2012. We recognized incremental rental expenses of $11.7 million associated with the 54 properties acquired and the 21 developments placed in service since January 1, 2012. The remaining increase in rental expenses was primarily a result of an increase in snow removal costs, as the winter months of 2012 were significantly milder for many of our markets than in 2013. An increase in repair and maintenance costs, increased insurance costs, as well as a slight increase due to higher occupancy, also contributed to the increased rental expenses from continuing operations.
Real estate taxes from continuing operations increased by $11.6 million in 2013 compared to 2012. This increase was primarily due to the 54 properties acquired and the 21 developments placed in service since January 1, 2012, which resulted in incremental real estate tax expense of $9.9 million.
Service Operations
The following table sets forth the components of the Service Operations reportable segment for the years ended December 31, 2013 and 2012, respectively (in thousands): 

-30-


 
2013
 
2012
Service Operations:
 
 
 
General contractor and service fee revenue
$
206,596

 
$
275,071

General contractor and other services expenses
(183,833
)
 
(254,870
)
Total
$
22,763

 
$
20,201

Service Operations primarily consist of the leasing, property management, asset management, development, construction management and general contractor services for joint venture properties and properties owned by third parties. Service Operations are heavily influenced by the current state of the economy, as leasing and property management fees are dependent upon occupancy, while construction and development services rely on the expansion of business operations of third-party property owners and joint venture partners.
The increase in our earnings from Service Operations in 2013 compared to 2012 was the result of a $4.2 million recovery in 2013 from a sub-contractor on a previously completed third-party construction job. The impact of this recovery on Service Operations was partially offset by a decrease in third-party construction volume from 2012, although third-party construction projects were performed at overall higher margins during 2013. The lower third-party construction volume for 2013 was mainly driven by our increased focus on wholly-owned development projects as opposed to third-party construction.
Depreciation and Amortization Expense
Depreciation and amortization expense increased from $349.0 million in 2012 to $393.5 million in 2013 primarily due to depreciation related to additions to our continuing operations asset base from properties acquired, which have shorter depreciable lives relative to developed properties, and developments placed in service in 2012 and 2013.
Equity in Earnings
Equity in earnings represents our ownership share of net income or loss from investments in unconsolidated companies that generally own and operate rental properties. Equity in earnings increased from $4.7 million in 2012 to $54.1 million in 2013. The increase was largely due to the sale of properties by two of our unconsolidated joint ventures in 2013. In January 2013, one of our unconsolidated joint ventures sold its only property, and we recorded $12.2 million to equity in earnings for our share of the net gain. In March 2013, we sold our interest in 17 properties within another of our unconsolidated joint ventures to our partner in that venture, resulting in $36.4 million recorded to equity in earnings for our share of the net gain on sale.
Gain on Sale of Properties - Continuing Operations
We sold 13 properties during 2013 that are classified in continuing operations, recognizing total gains on sale of $59.2 million. Because we maintained varying forms of continuing involvement after the sale, either through retained management agreements or a continuing equity ownership interest, these properties did not meet the criteria for inclusion in discontinued operations.
Impairment Charges
Impairment charges classified in continuing operations include the impairment of undeveloped land and buildings, investments in unconsolidated subsidiaries and other real estate related assets. In 2013, we recognized an impairment charge of $3.8 million related to 30 acres of land that was sold in early July 2013 at a price of $22.2 million. This sale was the result of an unsolicited offer. We had not previously identified or actively marketed this land for disposition.
General and Administrative Expenses
General and administrative expenses consist of two components. The first component includes general corporate expenses, and the second component includes the indirect operating costs not allocated to, or absorbed by, the development or Rental Operations of our wholly-owned properties or our Service Operations. The indirect

-31-


operating costs that are either allocated to, or absorbed by, the development or Rental Operations of our wholly owned properties, or our Service Operations, are primarily comprised of employee compensation, including related costs such as benefits and wage-related taxes, but also include other ancillary costs such as travel and information technology support. Total indirect operating costs, prior to any allocation or absorption, and general corporate expenses are collectively referred to as our overall pool of overhead costs.
Those indirect costs not allocated to or absorbed by these operations are charged to general and administrative expenses. We regularly review our total overhead cost structure relative to our leasing, development and construction volume and adjust the level of total overhead, generally through changes in our level of staffing in various functional departments, as necessary in order to control overall general and administrative expense.
General and administrative expenses decreased from $46.4 million in 2012 to $42.7 million in 2013. The following table sets forth the factors that led to the decrease in general and administrative expenses from 2012 to 2013 (in millions):
General and administrative expenses - 2012
$
46.4

Reduction to overall pool of overhead costs
(2.0
)
Increased absorption of costs by wholly-owned development and leasing activities (1)
(8.0
)
Reduced allocation of costs to Service Operations and Rental Operations (2)
6.3

General and administrative expenses - 2013
$
42.7

 
 
(1) We increased development volume for wholly owned properties, and also increased our leasing activity during 2013, which resulted in an increased absorption of overhead costs. We capitalized $31.3 million and $27.1 million of our total overhead costs to leasing and development, respectively, for consolidated properties during 2013, compared to capitalizing $30.4 million and $20.0 million of such costs, respectively, for 2012. Combined overhead costs capitalized to leasing and development totaled 35.7% and 31.1% of our overall pool of overhead costs for 2013 and 2012, respectively.
(2) The reduction in the allocation of overhead costs to Service Operations resulted from lower volume on third-party construction projects during 2013. We shifted our focus toward wholly-owned development activities, as opposed to third-party construction projects, during 2013.
Interest Expense
Interest expense allocable to continuing operations decreased from $230.0 million in 2012 to $228.9 million in 2013. We had $18.3 million of interest expense allocated to discontinued operations in 2012, associated with the properties that were disposed of during 2012, compared to the allocation of $10.9 million of interest expense to discontinued operations for 2013. The overall decrease to interest cost was driven by a lower weighted average cost of borrowing as well as increased capitalized interest due to the timing of development activities.
During 2013, we had more projects, which were financed in part by common equity issuances, that met the criteria for capitalization of interest. We capitalized $16.8 million of interest costs during 2013 compared to $9.4 million during 2012.
Loss on Debt Extinguishment
During 2013, we redeemed $250.0 million in unsecured notes that had a scheduled maturity in August of 2014. We recognized a net loss on the extinguishment of these notes, totaling $9.4 million, which was comprised of a make-whole payment to the bondholders of $8.1 million as well as the write-off of unamortized deferred financing costs.
Discontinued Operations
Subject to certain criteria, the results of operations for properties sold during the year to unrelated parties, or classified as held-for-sale at the end of the period, are required to be classified as discontinued operations. The property-specific components of earnings that are classified as discontinued operations include rental revenues, rental expenses, real estate taxes, allocated interest expense and depreciation expense, as well as the net gain or loss on the disposition of the properties.
The operations of 165 buildings are currently classified as discontinued operations. These 165 buildings consist of 115 office, 39 industrial, eight medical office and three retail properties. As a result, we classified operating income, before gain on sales, of $1.8 million in discontinued operations for the year ended December 31, 2013 and

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operating losses, before gain on sales, of $3.8 million and $1.5 million in discontinued operations for the years ended December 31, 2012 and 2011 respectively.
Of these properties, 25 were sold during 2013, 28 properties were sold during 2012 and 101 properties were sold during 2011. The gains on disposal of these properties of $133.2 million, $13.5 million and $100.9 million for the years ended December 31, 2013, 2012 and 2011, respectively, are also reported in discontinued operations. There are eleven properties classified as held-for-sale and included in discontinued operations at December 31, 2013.

Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011
Rental and Related Revenue
The following table sets forth rental and related revenue from continuing operations by reportable segment, as well as total rental and related revenue from discontinued operations, for the years ended December 31, 2012 and 2011, respectively (in thousands):
 
 
2012
 
2011
Rental and related revenue:
 
 
 
Industrial
$
431,277

 
$
367,992

Office
242,719

 
251,766

Medical Office
82,962

 
47,309

Other
14,667

 
19,175

Total rental and related revenue from continuing operations
$
771,625

 
$
686,242

Rental and related revenue from discontinued operations
71,028

 
250,807

Total rental and related revenue from continuing and discontinued operations
$
842,653

 
$
937,049

The primary reasons for the increase in rental revenue from continuing operations, with specific references to a particular segment when applicable, are summarized below:
We acquired 96 properties, of which 51 were industrial and 38 were medical office, and placed eleven developments in service from January 1, 2011 to December 31, 2012, which provided incremental revenues of $86.4 million in the year ended December 31, 2012 over 2011.
The sale of 13 office properties to an unconsolidated joint venture in the first quarter of 2011 resulted in a $10.1 million decrease in rental and related revenue from continuing operations in 2012, which partially offset the impact of newly acquired or developed properties.
The remaining increase in rental and related revenue from continuing operations is primarily due to improved results within the properties that have been in service for all of 2011 and 2012. Higher levels of occupancy primarily drove the overall improvement within these properties, as rental rates increased modestly but did not significantly contribute to the increase in revenues from continuing operations.
The overall shift of revenues and income from office properties to industrial and medical office properties is consistent with our continuing strategy to increase our asset concentration in industrial and medical office properties while reducing our overall investment in office properties.
The decrease in rental revenues from discontinued operations is primarily a result of the Blackstone Office Disposition that took place in December 2011.
Rental Expenses and Real Estate Taxes
The following table sets forth rental expenses and real estate taxes from continuing operations by reportable segment, as well as total rental expenses and real estate taxes from discontinued operations, for the years ended December 31, 2012 and 2011, respectively (in thousands): 

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2012
 
2011
Rental expenses:
 
 
 
Industrial
$
42,830

 
$
38,354

Office
71,910

 
71,760

Medical Office
19,386

 
13,935

Other
3,671

 
5,668

Total rental expenses from continuing operations
$
137,797

 
$
129,717

Rental expenses from discontinued operations
17,593

 
75,330

Total rental expenses from continuing and discontinued operations
$
155,390

 
$
205,047

Real estate taxes:
 
 
 
Industrial
$
66,074

 
$
58,145

Office
29,693

 
31,270

Medical Office
8,166

 
4,350

Other
2,195

 
1,901

Total real estate tax expense from continuing operations
$
106,128

 
$
95,666

Real estate tax expense from discontinued operations
8,546

 
35,304

Total real estate tax expense from continuing and discontinued operations
$
114,674

 
$
130,970

Overall, rental expenses from continuing operations increased by $8.1 million in 2012 compared to 2011. While we recognized incremental rental expenses of $9.0 million associated with the additional 96 properties acquired and eleven developments placed in service since January 1, 2011, we also sold 13 office properties to an unconsolidated joint venture in late March 2011, which resulted in a $2.8 million decrease in rental expenses from continuing operations in 2012 as compared to 2011.
Overall, real estate taxes from continuing operations increased by $10.5 million in 2012 compared to 2011. We recognized incremental real estate tax expense of $11.8 million associated with the additional 96 properties acquired and eleven developments placed in service since January 1, 2011. This increase was partially offset by a $1.6 million decrease in real estate taxes from continuing operations related to the 13 properties that were sold to an unconsolidated joint venture during the first quarter of 2011.
Service Operations
The following table sets forth the components of the Service Operations reportable segment for the years ended December 31, 2012 and 2011, respectively (in thousands): 
 
2012
 
2011
Service Operations:
 
 
 
General contractor and service fee revenue
$
275,071

 
$
521,796

General contractor and other services expenses
(254,870
)
 
(480,480
)
Total
$
20,201

 
$
41,316

A significant decrease in third-party construction volume in 2012 compared to 2011, due to some significant third-party construction jobs being completed, drove the decrease in our earnings from Service Operations. In 2012, we focused more of our internal resources on the development and leasing of properties we own rather than on replacing the third-party construction contracts that were completed.
Depreciation and Amortization Expense
Depreciation and amortization expense increased from $305.1 million in 2011 to $349.0 million in 2012 primarily due to depreciation related to additions to our continuing operations asset base from acquisition activity, which have shorter depreciable lives relative to developed properties, and developments placed in service in 2011 and 2012.



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Gain on Sale of Properties - Continuing Operations
We sold 18 properties during 2011 that are classified in continuing operations, recognizing total gains on sale of $68.5 million. Because we maintained varying forms of continuing involvement after the sale, either through continuing equity ownership interests or retained management agreements, or because the properties had insignificant operations prior to sale, these properties were not included in discontinued operations.
General and Administrative Expenses
General and administrative expenses increased from $43.1 million in 2011 to $46.4 million in 2012. The following table sets forth the factors that led to the increase in general and administrative expenses from 2011 to 2012 (in millions):
General and administrative expenses - 2011
$
43.1

Reduction to overall pool of overhead costs (1)
(11.0
)
Increased absorption of costs by wholly-owned development and leasing activities (2)
(14.7
)
Reduced allocation of costs to Service Operations and Rental Operations (3)
29.0

General and administrative expenses - 2012
$
46.4

 
 
(1) We reduced our total pool of overhead costs, through staff reductions and other measures, as the result of changes in our product mix and anticipated future levels of third-party construction, leasing, management and other operational activities.
(2) We increased our focus on development of wholly owned properties, and also significantly increased our leasing activity during 2012, which resulted in an increased absorption of overhead costs. We capitalized $30.4 million and $20.0 million of our total overhead costs to leasing and development, respectively, for consolidated properties during 2012, compared to capitalizing $25.3 million and $10.4 million of such costs, respectively, for 2011. Combined overhead costs capitalized to leasing and development totaled 31.1% and 20.6% of our overall pool of overhead costs for 2012 and 2011, respectively.
(3) The reduction in the allocation of overhead costs to Service Operations and Rental Operations resulted from reduced volumes of third-party construction projects as well as due to reducing our overall investment in office properties, which are more management intensive.
Interest Expense
Interest expense allocable to continuing operations increased from $206.8 million in 2011 to $230.0 million in 2012. We had $61.0 million of interest expense allocated to discontinued operations in 2011, associated with the properties that were disposed of during 2011, compared to the allocation of only $18.3 million of interest expense to discontinued operations for 2012. Total interest expense, combined for continuing and discontinued operations, decreased from $267.8 million in 2011 to $248.3 million in 2012. The reduction in total interest expense was primarily the result of a lower weighted average borrowing rate in 2012, due to refinancing some higher rate bonds in 2011 and 2012, as well as a slight decrease in our average level of borrowings compared to 2011. Also, due to an increase in properties under development from 2011, which met the criteria for capitalization of interest and were financed in part by common equity issuances during 2012, a $5.0 million increase in capitalized interest also contributed to the decrease in total interest expense in 2012.
Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with GAAP requires us 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 reported period. Our estimates, judgments and assumptions are inherently subjective and based on the existing business and market conditions, and are therefore continually evaluated based upon available information and experience. Note 2 to the Consolidated Financial Statements includes further discussion of our significant accounting policies. Our management has assessed the accounting policies used in the preparation of our financial statements and discussed them with our Audit Committee and independent auditors. The following accounting policies are considered critical based upon materiality to the financial statements, degree of judgment involved in estimating reported amounts and sensitivity to changes in industry and economic conditions:
Accounting for Joint Ventures: We analyze our investments in joint ventures to determine if the joint venture is considered a variable interest entity (a "VIE") and would require consolidation. We (i) evaluate the sufficiency of

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the total equity at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether there are any guaranteed returns, protection against losses, or capping of residual returns within the group and (iii) establish whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination. To the extent that we (i) are the sole entity that has the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary of the VIE and would consolidate it. At each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary. To the extent that our joint ventures do not qualify as VIEs, we further assess each partner's substantive participating rights to determine if the venture should be consolidated.
We have equity interests in unconsolidated joint ventures that own and operate rental properties and hold land for development. To the extent applicable, we consolidate those joint ventures that are considered to be VIEs where we are the primary beneficiary. For non-variable interest entities, we consolidate those joint ventures that we control through majority ownership interests or where we are the managing entity and our partner does not have substantive participating rights. Control is further demonstrated by the ability of the general partner to manage day-to-day operations, refinance debt and sell the assets of the joint venture without the consent of the limited partner and inability of the limited partner to replace the general partner. We use the equity method of accounting for those joint ventures where we do not have control over operating and financial policies. Under the equity method of accounting, our investment in each joint venture is included on our balance sheet; however, the assets and liabilities of the joint ventures for which we use the equity method are not included on our balance sheet.
To the extent that we contribute assets to a joint venture, our investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. To the extent that our cost basis is different than the basis reflected at the joint venture level, the basis difference is amortized over the life of the related asset and included in our share of equity in earnings of the joint venture. We recognize gains on the contribution or sale of real estate to joint ventures, relating solely to the outside partner's interest, to the extent the economic substance of the transaction is a sale.
When circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss in value is other than temporary. If we conclude it is other than temporary we recognize an impairment charge to reflect the equity investment at fair value.
Cost Capitalization: Direct and certain indirect costs, including interest, clearly associated with the development, construction, leasing or expansion of real estate investments are capitalized as a cost of the property.
We capitalize interest and direct and indirect project costs associated with the initial construction of a property up to the time the property is substantially complete and ready for its intended use. We believe the completion of the building shell is the proper basis for determining substantial completion. The interest rate used to capitalize interest is based upon our average borrowing rate on existing debt.
We also capitalize direct and indirect costs, including interest costs, on vacant space during extended lease-up periods after construction of the building shell has been completed if costs are being incurred to ready the vacant space for its intended use. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized. We cease capitalization of all project costs on extended lease-up periods after the shorter of a one-year period after the completion of the building shell or when the property attains 90% occupancy. In addition, all leasing commissions paid to third parties for new leases or lease renewals are capitalized.
In assessing the amount of indirect costs to be capitalized, we first allocate payroll costs, on a department-by-department basis, among activities for which capitalization is warranted (i.e., construction, development and leasing) and those for which capitalization is not warranted (i.e., property management, maintenance, acquisitions and dispositions and general corporate functions). To the extent the employees of a department split their time between capitalizable and non-capitalizable activities, the allocations are made based on estimates of the actual amount of time spent in each activity. Once the payroll costs are allocated, the non-payroll costs of each department are allocated among the capitalizable and non-capitalizable activities in the same proportion as payroll costs.

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To ensure that an appropriate amount of costs are capitalized, the amount of capitalized costs that are allocated to a specific project are limited to amounts using standards we developed. These standards consist of a percentage of the total development costs of a project and a percentage of the total gross lease amount payable under a specific lease. These standards are derived after considering the amounts that would be allocated if the personnel in the departments were working at full capacity. The use of these standards ensures that overhead costs attributable to downtime or to unsuccessful projects or leasing activities are not capitalized.
Impairment of Real Estate Assets: We evaluate our real estate assets, with the exception of those that are classified as held-for-sale, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If such an evaluation is considered necessary, we compare the carrying amount of that real estate asset, or asset group, with the expected undiscounted cash flows that are directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of that asset, or asset group. Our estimate of the expected future cash flows used in testing for impairment is based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period and the length of our anticipated holding period and is, therefore, subjective by nature. These assumptions could differ materially from actual results. If our strategy changes or if market conditions otherwise dictate a reduction in the holding period and an earlier sale date, an impairment loss could be recognized and such loss could be material. To the extent the carrying amount of a real estate asset, or asset group, exceeds the associated estimate of undiscounted cash flows, an impairment loss is recorded to reduce the carrying value of the asset to its fair value.
The determination of the fair value of real estate assets is also highly subjective, especially in markets where there is a lack of recent comparable transactions. We primarily utilize the income approach to estimate the fair value of our income producing real estate assets. To the extent that the assumptions used in testing long-lived assets for impairment differ from those of a marketplace participant, the assumptions are modified in order to estimate the fair value of a real estate asset when an impairment charge is measured. In addition to determining future cash flows, which make the estimation of a real estate asset's undiscounted cash flows highly subjective, the selection of the discount rate and exit capitalization rate used in applying the income approach is also highly subjective.
To the extent applicable marketplace data is available, we generally use the market approach in estimating the fair value of undeveloped land that is determined to be impaired.
Real estate assets that are classified as held-for-sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell.
Acquisition of Real Estate Property and Related Assets: We allocate the purchase price of acquired properties to tangible and identified intangible assets based on their respective fair values, using all pertinent information available at the date of acquisition. The allocation to tangible assets (buildings, tenant improvements and land) is based upon management's determination of the value of the property as if it were vacant. This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon internally determined assumptions that we believe are consistent with current market conditions for similar properties. The most important assumptions in determining the allocation of the purchase price to tangible assets are the exit capitalization rate, discount rate, estimated market rents, and hypothetical expected lease-up periods. The purchase price of real estate assets is also allocated to intangible assets consisting of the above or below market component of in-place leases and the value of in-place leases. 
The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) management's estimate of the amounts that would be received using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in deferred leasing and other costs in the balance sheet and below market leases are included in other liabilities in the balance sheet; both are amortized to rental income over the remaining terms of the respective leases.

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Factors considered in determining the value allocable to in-place leases include estimates, during hypothetical expected lease-up periods, of space that is actually leased at the time of acquisition, of lost rent at market rates, fixed operating costs that will be recovered from tenants, and theoretical leasing commissions required to execute similar leases. These intangible assets are included in deferred leasing and other costs in the balance sheet and are amortized over the remaining term of the existing lease.
We record assets acquired in step acquisitions at their full fair value and record a gain or loss for the difference between the fair value and the carrying value of our existing equity interest. Additionally, contingencies arising from a business combination are recorded at fair value if the acquisition date fair value can be determined during the measurement period.
Valuation of Receivables: We are subject to tenant defaults and bankruptcies that could affect the collection of rent due under leases or of outstanding receivables. In order to mitigate these risks, we perform credit reviews and analyses on major existing tenants and prospective tenants before leases are executed. We have established the following procedures and policies to evaluate the collectability of outstanding receivables and record allowances:
We maintain a tenant "watch list" containing a list of significant tenants for which the payment of receivables and future rent may be at risk. Various factors such as late rent payments, lease or debt instrument defaults, and indications of a deteriorating financial position are considered when determining whether to include a tenant on the watch list.
As a matter of policy, we reserve the entire receivable balance, including straight-line rent, of any tenant with an amount outstanding over 90 days.
Straight-line rent receivables for any tenant on the watch list or any other tenant identified as a potential long-term risk, regardless of the status of current rent receivables, are reviewed and reserved as necessary.
Construction Contracts: We recognize income on construction contracts where we serve as a general contractor on the percentage of completion method. Using this method, profits are recorded on the basis of our estimates of the overall profit and percentage of completion of individual contracts. A portion of the estimated profits is recognized based upon our estimates of the percentage of completion of the construction contract. To the extent that a fixed-price contract is estimated to result in a loss, the loss is recorded immediately. Cumulative revenues recognized may be less or greater than cumulative costs and profits billed at any point in time during a contract's term. This revenue recognition method involves inherent risks relating to profit and cost estimates with those risks reduced through approval and monitoring processes.
With regard to critical accounting policies, management has discussed the following with the Audit Committee: 
Criteria for identifying and selecting our critical accounting policies;
Methodology in applying our critical accounting policies; and
Impact of the critical accounting policies on our financial statements.
The Audit Committee has reviewed the critical accounting policies identified by management.
Liquidity and Capital Resources
Sources of Liquidity
We expect to meet our short-term liquidity requirements over the next 12 months, including payments of dividends and distributions as well as the capital expenditures needed to maintain our current real estate assets, primarily through working capital, net cash provided by operating activities and proceeds received from real estate dispositions. At December 31, 2013 we held $19.3 million of cash and we had $88.0 million of outstanding borrowings on the Partnership's $850.0 million unsecured line of credit.
In addition to our existing sources of liquidity, we expect to meet long-term liquidity requirements, such as scheduled mortgage and unsecured debt maturities, property acquisitions, financing of development activities and

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other capital improvements, through multiple sources of capital including operating cash flow, proceeds from property dispositions, term loans and through accessing the public debt and equity markets.
Rental Operations
Cash flows from Rental Operations is our primary source of liquidity and provides a stable source of cash flow to fund operational expenses. We believe that this cash-based revenue stream is substantially aligned with revenue recognition (except for periodic straight-line rental income accruals and amortization of above or below market rents) as cash receipts from the leasing of rental properties are generally received in advance of, or a short time following, the actual revenue recognition.
We are subject to a number of risks related to general economic conditions, including reduced occupancy, tenant defaults and bankruptcies and potential reduction in rental rates upon renewal or re-letting of properties, any of which would result in reduced cash flow from operations.
Unsecured Debt and Equity Securities
Our unsecured line of credit at December 31, 2013 is described as follows (in thousands): 
Description
Borrowing
Capacity
 
Maturity
Date
 
Outstanding Balance
at December 31, 2013
Unsecured Line of Credit – Partnership
$
850,000

 
December 2015
 
$
88,000

The Partnership's unsecured line of credit has a borrowing capacity of $850.0 million with the interest rate on borrowings of LIBOR plus 1.25% (equal to 1.42% for borrowings at December 31, 2013) and a maturity date of December 2015. Subject to certain conditions, the terms also include an option to increase the facility by up to an additional $400.0 million, for a total of up to $1.25 billion. This line of credit provides us with an option to obtain borrowings from financial institutions that participate in the line at rates that may be lower than the stated interest rate, subject to certain restrictions.
This line of credit contains financial covenants that require us to meet certain financial ratios and defined levels of performance, including those related to fixed charge coverage, unsecured interest expense coverage and debt-to-asset value (with asset value being defined in the Partnership's unsecured line of credit agreement). At December 31, 2013, we were in compliance with all covenants under this line of credit.
At December 31, 2013, we had on file with the SEC an automatic shelf registration statement on Form S-3 relating to the offer and sale, from time to time, of an indeterminate amount of debt and equity securities (including guarantees of the Partnership's debt securities by the General Partner). Equity securities are offered and sold by the General Partner, and the net proceeds of such offerings are contributed to the Partnership in exchange for additional General Partner Units or Preferred Units. From time to time, we expect to issue additional securities under this automatic shelf registration statement to fund the repayment of long-term debt upon maturity and for other general corporate purposes.
The General Partner currently has an at the market equity program that allows it to issue new common shares from time to time, with an aggregate offering price of up to $300.0 million. The General Partner entered into this at the market equity program on May 21, 2013, after fully utilizing its previous at the market equity program that it initiated in 2012. Throughout 2013, the General Partner issued approximately 4.8 million common shares under these programs, resulting in gross proceeds of approximately $79.3 million. The General Partner has paid approximately $1.1 million in commissions related to the sales of these common shares and, after deducting those commissions and other costs, generated net proceeds of approximately $77.8 million from the offerings. The General Partner has a capacity of $248.6 million remaining under its current at the market equity program.
In January 2013, the General Partner completed a public offering of 41.4 million common shares at an issue price of $14.25 per share, resulting in gross proceeds of $590.0 million and, after deducting underwriting fees and estimated offering costs, net proceeds of approximately $571.9 million.

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The indentures (and related supplemental indentures) governing our outstanding series of notes also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants at December 31, 2013.
Sale of Real Estate Assets
We regularly work to identify, consider and pursue opportunities to dispose of non-strategic properties on an opportunistic basis and on a basis that is generally consistent with our strategic plans. Our ability to dispose of such properties on favorable terms, or at all, is dependent upon a number of factors including the availability of credit to potential buyers to purchase properties at prices that we consider acceptable. Although we believe that we have demonstrated our ability to generate significant liquidity through the disposition of non-strategic properties, potential future adverse changes to general market and economic conditions could negatively impact our further ability to dispose of such properties. Sales of land and depreciated property provided $740.0 million in net proceeds in 2013, compared to $138.1 million in 2012 and $1.6 billion in 2011.
Transactions with Unconsolidated Entities
Transactions with unconsolidated partnerships and joint ventures also provide a source of liquidity. From time to time we will sell properties to unconsolidated entities, while retaining a continuing interest in that entity, and receive proceeds commensurate to those interests that we do not own. Additionally, unconsolidated entities will from time to time obtain debt financing or sell properties and will then distribute to us, and our joint venture partners, all or a portion of the proceeds from such transactions. During 2013, we received sale and financing distributions of $109.2 million.
Uses of Liquidity
Our principal uses of liquidity include the following:
 
property investment;
leasing/capital costs;
dividends and distributions to shareholders and unitholders;
long-term debt maturities;
opportunistic repurchases of outstanding debt and preferred stock; and
other contractual obligations.
Property Investment
We continue to pursue an asset repositioning strategy that involves increasing our investment concentration in industrial properties while reducing our investment concentration in suburban office properties in certain markets. Pursuant to this strategy, we evaluate development and acquisition opportunities based upon our market outlook, including general economic conditions, supply and long-term growth potential. Our ability to make future property investments, along with being dependent upon identifying suitable acquisition and development opportunities, is also dependent upon our continued access to our longer-term sources of liquidity, including issuances of debt or equity securities as well as generating cash flow by disposing of selected properties.
Leasing/Capital Costs
Tenant improvements and lease-related costs pertaining to our initial leasing of newly completed space, or vacant space in acquired properties, are referred to as first generation expenditures. Such first generation expenditures for tenant improvements are included within "development of real estate investments" in our Consolidated Statements of Cash Flows, while such expenditures for lease-related costs are included within "other deferred leasing costs."
Cash expenditures related to the construction of a building's shell, as well as the associated site improvements, are also included within "development of real estate investments" in our Consolidated Statements of Cash Flows.

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Tenant improvements and leasing costs to re-let rental space that we previously leased to tenants are referred to as second generation expenditures. Building improvements that are not specific to any tenant but serve to improve integral components of our real estate properties are also second generation expenditures.
One of our principal uses of our liquidity is to fund the second generation leasing/capital expenditures of our real estate investments. The following table summarizes our second generation capital expenditures by type of expenditure (in thousands):
 
 
2013
 
2012
 
2011
Second generation tenant improvements
$
39,892

 
$
26,643

 
$
50,079

Second generation leasing costs
38,617

 
31,059

 
38,130

Building improvements
13,289

 
6,182

 
11,055

Total second generation capital expenditures
$
91,798

 
$
63,884

 
$
99,264

Development of real estate investments
$
427,355

 
$
264,755

 
$
162,070

Other deferred leasing costs
$
35,376

 
$
27,772

 
$
26,311

Second generation tenant improvements and leasing costs increased due to a shift in industrial leasing volume from renewal leases to second generation leases (see data in the Key Performance Indicators section of Item 7), which are generally more capital intensive. Additionally, although the overall renewal volume was lower, renewals for office leases, which are generally more capital intensive than industrial leases, increased from 2012.
During 2013, we increased our investment across all product types in non-tenant specific building improvements.
The increase in capital expenditures for the development of real estate investments was the result of our increased focus on wholly owned development projects. We had wholly owned properties under development with an expected cost of $572.6 million at December 31, 2013, compared to projects with an expected cost of $468.8 million and $124.2 million at December 31, 2012 and 2011, respectively. Cash outflows for real estate development investments were $427.4 million, $264.8 million and $162.1 million for December 31, 2013, 2012 and 2011, respectively.
We capitalized $31.3 million, $30.4 million and $25.3 million of overhead costs related to leasing activities, including both first and second generation leases, during the years ended December 31, 2013, 2012 and 2011, respectively. We capitalized $27.1 million, $20.0 million and $10.4 million of overhead costs related to development activities, including construction, development and tenant improvement projects on first and second generation space, during the years ended December 31, 2013, 2012 and 2011, respectively. Combined overhead costs capitalized to leasing and development totaled 35.7%, 31.1% and 20.6% of our overall pool of overhead costs at December 31, 2013, 2012 and 2011, respectively. Further discussion of the capitalization of overhead costs can be found herein, in the discussion of general and administrative expenses in the comparison sections of Management's Discussion and Analysis of Financial Condition and Results of Operations.
In addition to the capitalization of overhead costs discussed above, we also capitalized $16.8 million, $9.4 million and $4.3 million of interest costs in the years ended December 31, 2013, 2012 and 2011, respectively.
The following table summarizes our second generation capital expenditures by reportable operating segment (in thousands):
 
2013
 
2012
 
2011
Industrial
$
41,971

 
$
33,095

 
$
34,872

Office
46,600

 
30,092

 
63,933

Medical Office
3,106

 
641

 
410

Non-reportable Rental Operations segments
121

 
56

 
49

Total
$
91,798

 
$
63,884

 
$
99,264

Both our first and second generation expenditures vary significantly between leases on a per square foot basis, dependent upon several factors including the product type, the nature of a tenant's operations, the specific physical

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characteristics of each individual property as well as the market in which the property is located. Second generation expenditures related to the 79 suburban office buildings that were sold in the Blackstone Office Disposition totaled $26.2 million in 2011.
Dividends and Distributions
The General Partner is required to meet the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code"), in order to maintain its REIT status. We paid dividends or distributions of $0.68 per common share or Common Unit for each of the years ended December 31, 2013, 2012 and 2011. We expect to continue to distribute at least an amount equal to our taxable earnings, to meet the requirements to maintain the General Partner's REIT status, and additional amounts as determined by the General Partner's board of directors. Distributions are declared at the discretion of the General Partner's board of directors and are subject to actual cash available for distribution, our financial condition, capital requirements and such other factors as the General Partner's board of directors deems relevant.
At December 31, 2013 the General Partner had three series of preferred stock outstanding. The annual dividend rates on the General Partner's preferred shares range between 6.5% and 6.625% and are paid quarterly in arrears. In February 2013, the General Partner redeemed all of its outstanding Series O Shares for a total payment of $178.0 million, thus reducing its future quarterly dividend commitments by $3.7 million.
In March 2012, the General Partner redeemed all of its 6.950% Series M Cumulative Redeemable Preferred Shares ("Series M Shares") for a total payment of $168.3 million, thus reducing its future quarterly dividend commitments by $2.9 million.
In July 2011, the General Partner redeemed all of its 7.25% Series N Cumulative Redeemable Preferred Shares ("Series N Shares") for a total payment of $108.6 million, thus reducing its future quarterly dividend commitments by $2.0 million.
Debt Maturities
Debt outstanding at December 31, 2013 had a face value totaling $4.3 billion with a weighted average interest rate of 5.49% and with maturity dates ranging between 2014 and 2028. Of this total amount, we had $3.1 billion of unsecured debt, $1.1 billion of secured debt and $88.0 million outstanding on the Partnership's unsecured line of credit at December 31, 2013. We made scheduled and unscheduled principal payments of $1.0 billion on outstanding debt during the year ended December 31, 2013.
The following table is a summary of the scheduled future amortization and maturities of our indebtedness at December 31, 2013 (in thousands, except percentage data): 
 
Future Repayments
 
Weighted Average
Year
Scheduled
Amortization
 
Maturities
 
Total
 
Interest Rate of
Future Repayments
2014
$
16,554

 
$
67,506

 
$
84,060

 
5.99%
2015
14,658

 
531,346

 
546,004

 
5.68%
2016
12,307

 
518,132

 
530,439

 
6.14%
2017
10,139

 
558,129

 
568,268

 
5.89%
2018
7,937

 
550,000

 
557,937

 
4.04%
2019
6,936

 
518,438

 
525,374

 
7.97%
2020
5,381

 
250,000

 
255,381

 
6.73%
2021
3,416

 
259,047

 
262,463

 
3.99%
2022
3,611

 
600,000

 
603,611

 
4.20%
2023
3,817

 
250,000

 
253,817

 
3.75%
2024
4,036

 

 
4,036

 
5.63%
Thereafter
6,325

 
50,000

 
56,325

 
7.12%
 
$
95,117

 
$
4,152,598

 
$
4,247,715

 
5.49%
We anticipate generating capital to fund our debt maturities by using undistributed cash generated from our Rental Operations and property dispositions and by raising additional capital from future debt or equity transactions.

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Repurchases of Outstanding Debt and Preferred Stock
The General Partner paid $178.0 million in February 2013 to redeem its Series O Shares at par value.
During 2013, we redeemed $250.0 million in unsecured notes that had a scheduled maturity in August of 2014. We recognized a net loss on the extinguishment of these notes, totaling $9.4 million, which was comprised of a make-whole payment to the bondholders of $8.1 million as well as the write-off of unamortized deferred financing costs.
To the extent that it supports our overall capital strategy, we may purchase certain of our outstanding unsecured debt prior to its stated maturity or the General Partner may redeem or repurchase certain of its outstanding series of preferred stock.
Guarantee Obligations
We are subject to various guarantee obligations in the normal course of business and, in most cases, do not anticipate these obligations to result in significant cash payments.
Historical Cash Flows
Cash and cash equivalents were $19.3 million, $33.9 million and $213.8 million at December 31, 2013, 2012, and 2011 respectively. The following table highlights significant changes in net cash associated with our operating, investing and financing activities (in thousands): 
 
Years Ended December 31,
 
2013
 
2012
 
2011
General Partner
 
 
 
 
 
Net Cash Provided by Operating Activities
$
435,676

 
$
299,157

 
$
337,537

Net Cash Provided by (Used for) Investing Activities
(319,382
)
 
(967,616
)
 
750,935

Net Cash Provided by (Used for) Financing Activities
(130,908
)
 
488,539

 
(893,047
)
 
 
 
 
 
 
Partnership
 
 
 
 
 
Net Cash Provided by Operating Activities
$
435,753

 
$
299,256

 
$
337,572

Net Cash Provided by (Used for) Investing Activities
(319,382
)
 
(967,616
)
 
750,935

Net Cash Provided by (Used for) Financing Activities
(130,985
)
 
488,423

 
(893,100
)
Operating Activities
Cash flows from operating activities provide the cash necessary to meet normal operational requirements of our Rental Operations and Service Operations activities. The receipt of rental income from Rental Operations continues to provide the primary source of our revenues and operating cash flows.
The increase in cash flows from operations from 2012 to 2013, noted in the table above, was primarily due to carrying a higher overall base of properties throughout 2013, which resulted in an increase in rental revenues from continuing operations. Also contributing to the increase is timing of cash payments and receipts on third-party construction contracts.
The decrease in cash flows from operations from 2011 to 2012, noted in the table above, was primarily due to the overall reduction in rental revenues from discontinued operations, which was driven by the disposition of a significant portion of our office properties in December 2011. This overall change in product mix correspondingly drove a $35.4 million decrease in cash outflows for second generation capital expenditures (classified within investing activities) during 2012.
Investing Activities
Investing activities are one of the primary uses of our liquidity. Development and acquisition activities typically generate additional rental revenues and provide cash flows for operational requirements. Highlights of significant cash sources and uses for investing activities are as follows: 

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Real estate development costs totaled $427.4 million for the year ended December 31, 2013, compared to $264.8 million and $162.1 million for the years ended December 31, 2012 and 2011, respectively. We increased our development activities in 2013 and 2012 across all product types.
During 2013, we paid cash of $445.5 million for real estate acquisitions, compared to $665.5 million in 2012 and $544.8 million in 2011. In addition, we paid cash of $76.7 million for undeveloped land acquisitions in 2013, compared to $64.9 million in 2012 and $14.1 million in 2011. The increase in land acquisitions in 2013 and 2012 is partially the result of land acquired for specific development projects that commenced shortly after acquisition.
Sales of land and depreciated property provided $740.0 million in net proceeds in 2013, compared to $138.1 million in 2012 and $1.6 billion in 2011.
We received capital distributions from unconsolidated companies (as a result of the sale of properties or refinancing) of $109.2 million in 2013, $5.2 million in 2012 and $59.3 million in 2011.
Financing Activities
The following items highlight significant capital transactions:
Throughout 2013, the General Partner issued 46.2 million shares of common stock for net proceeds of $649.7 million, compared to 22.7 million shares of common stock in 2012 for net proceeds of $315.3 million. The General Partner had no common stock issuances in 2011.
In February 2013, the General Partner redeemed all of its outstanding shares Series O Shares for a total payment of $178.0 million. In March 2012, the General Partner redeemed all of its outstanding Series M Shares for a total payment of $168.3 million. In July 2011, the General Partner redeemed all of its outstanding Series N Shares for a total payment of $108.6 million.
In December 2013, we issued $250.0 million of unsecured notes that bear interest at 3.875% and mature on February 15, 2021. In March 2013, we issued $250.0 million of senior unsecured notes that bear interest at 3.625% and mature on April 15, 2023. In September 2012, we issued $300.0 million of senior unsecured notes that bear interest at 3.875% and mature on October 15, 2022. In June 2012, we issued $300.0 million of senior unsecured notes that bear interest at 4.375% and mature on June 15, 2022. We had no senior unsecured note issuances in 2011.
In May 2013, we issued and fully drew down on a term loan with an aggregate commitment of $250.0 million that bears interest at a variable rate of LIBOR plus 1.35% and matures May 14, 2018.
During 2013, we repaid three unsecured notes with a weighted average effective rate of 6.37% totaling $675.0 million. In October 2012, we repaid $50.0 million of medium term notes, which had an effective interest rate of 5.45%, at their scheduled maturity date. In August 2012, we repaid $150.0 million of senior unsecured notes, which had an effective interest rate of 6.01%, at their scheduled maturity date. In July 2012, one of our consolidated subsidiaries repaid $21.0 million of variable rate unsecured debt, which bore interest at a rate of LIBOR plus 0.85%, at its scheduled maturity. In December 2011, we repaid the remaining $167.6 million of our 3.75% Exchangeable Notes, which had an effective interest rate of 5.62%, at their scheduled maturity date. During 2011, we also repaid $165.0 million of unsecured notes, which had a weighted average effective rate of 6.02%.
Throughout the year ended December 31, 2013, we repaid twelve secured loans totaling $153.8 million, which had a weighted average stated interest rate of 5.52%. During 2012, we repaid five secured loans totaling $102.1 million, which had a weighted average stated interest rate of 6.08%. In 2011, we repaid four individually insignificant secured loans totaling $12.8 million.
We decreased net borrowings on the Partnership's $850.0 million line of credit by $197.0 million and increased it by $285.0 million, respectively, for the years ended December 31, 2013 and 2012, compared to a decrease of $175.0 million in 2011.
Changes in book drafts are classified as financing activities within our consolidated Statements of Cash Flows. Book overdrafts were $12.4 million at December 31, 2013, compared to $45.3 million at December 31, 2012. We had no book overdrafts at December 31, 2011.
In June 2012, a newly formed subsidiary, consolidated by both the General Partner and the Partnership, borrowed $13.3 million on a secured note bearing interest at a variable rate of LIBOR plus 2.5% and maturing in June 2017.

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We paid cash dividends or distributions of $0.68 per common share or per Common Unit in each of the years ended December 31, 2013, 2012 and 2011.
Impact of Changes in Credit Ratings on Our Liquidity
We are currently assigned investment grade corporate credit ratings on our senior unsecured notes from Moody's Investors Service and Standard & Poor's Ratings Group. Our senior unsecured notes have been assigned a rating of Baa2 by Moody's Investors Service. In addition, our senior unsecured notes have been assigned a rating of BBB by Standard & Poor's Ratings Group, an upgrade from BBB- announced by Standard & Poor's on January 31, 2014.
Our preferred shares carry ratings of BB+ and Baa3 from Standard and Poor's Ratings Group and Moody's Investors Service, respectively. The BB+ rating from Standard and Poor's represents an upgrade from BB announced on January 31, 2014.
The ratings of our senior unsecured notes and preferred shares could change based upon, among other things, the impact that prevailing economic conditions may have on our results of operations and financial condition. If our credit ratings are downgraded or other negative action is taken, we could be required, among other things, to pay additional interest and fees on outstanding borrowings under our revolving credit agreement. Credit rating reductions by one or more rating agencies could also adversely affect our access to funding sources, the cost and other terms of obtaining funding as well as our overall financial condition, operating results and cash flow.
Financial Instruments
We are exposed to capital market risk, such as changes in interest rates. In order to reduce the volatility relating to interest rate risk, we may enter into interest rate hedging arrangements from time to time. We do not utilize derivative financial instruments for trading or speculative purposes.
Off Balance Sheet Arrangements
Investments in Unconsolidated Companies
We have equity interests in unconsolidated partnerships and limited liability companies that primarily own and operate rental properties and hold land for development. These unconsolidated joint ventures are primarily engaged in the operations and development of industrial, office and medical office real estate properties. The equity method of accounting (see Critical Accounting Policies) is used for these investments in which we have the ability to exercise significant influence, but not control, over operating and financial policies. As a result, the assets and liabilities of these entities are not included on our balance sheet.
Our investments in and advances to unconsolidated subsidiaries represents approximately 4% and 5% of our total assets as of December 31, 2013 and 2012, respectively. We believe that these investments provide several benefits to us, including increased market share, tenant and property diversification and an additional source of capital to fund real estate projects.
The following table presents summarized financial information for unconsolidated companies for the years ended December 31, 2013 and 2012, respectively (in thousands, except percentage data):

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Joint Ventures
 
2013
 
2012
Land, buildings and tenant improvements, net
$
1,656,231

 
$
1,991,823

Construction in progress
12,338

 
61,663

Undeveloped land
126,556

 
175,143

Other assets
206,414

 
289,173

 
$
2,001,539

 
$
2,517,802

Indebtedness
$
890,513

 
$
1,314,502

Other liabilities
93,291

 
70,519

 
983,804

 
1,385,021

Owners' equity
1,017,735

 
1,132,781

 
$
2,001,539

 
$
2,517,802

Rental revenue
$
240,064


$
291,534

Gain on sale of properties
$
121,404


$
6,792

Net income
$
116,832


$
3,125

Total square feet
24,276

 
26,487

Percent leased*
95.20
%
 
92.15
%
 *Represents the percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced.
We do not have any relationships with unconsolidated entities or financial partnerships ("special purpose entities") that have been established solely for the purpose of facilitating off-balance sheet arrangements.

Contractual Obligations
At December 31, 2013, we were subject to certain contractual payment obligations as described in the following table:
 
Payments due by Period (in thousands)
Contractual Obligations
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
Long-term debt (1)
$
5,302,904

 
$
309,325

 
$
669,184

 
$
718,319

 
$
717,136

 
$
676,954

 
$
2,211,986

Line of credit (2)
94,664

 
3,422

 
91,242

 

 

 

 

Share of unconsolidated joint ventures' debt (3)
350,542

 
95,602

 
74,673

 
41,848

 
104,256

 
2,571

 
31,592

Ground leases
215,406

 
3,816

 
3,964

 
4,010

 
4,027

 
4,055

 
195,534

Development and construction backlog costs (4)
377,407

 
361,531

 
7,938

 
7,938

 

 

 

Other
18,482

 
3,893

 
3,936

 
3,711

 
2,916

 
2,778

 
1,248

Total Contractual Obligations
$
6,359,405

 
$
777,589

 
$
850,937

 
$
775,826

 
$
828,335

 
$
686,358

 
$
2,440,360

(1)
Our long-term debt consists of both secured and unsecured debt and includes both principal and interest. Interest payments for variable rate debt were calculated using the interest rates as of December 31, 2013.
(2)
Our unsecured line of credit consists of an operating line of credit that matures December 2015. Interest payments for our unsecured line of credit were calculated using the most recent stated interest rate that was in effect.
(3)
Our share of unconsolidated joint venture debt includes both principal and interest. Interest expense for variable rate debt was calculated using the interest rate at December 31, 2013.
(4)
Represents estimated remaining costs on the completion of owned development projects and third-party construction projects.
Related Party Transactions
We provide property and asset management, leasing, construction and other tenant-related services to unconsolidated companies in which we have equity interests. For the years ended December 31, 2013, 2012 and 2011, respectively, we earned management fees of $9.0 million, $11.0 million and $10.1 million, leasing fees of $2.3 million, $3.4 million and $4.4 million and construction and development fees of $5.1 million, $4.7 million and $6.7 million from these companies, prior to elimination. We recorded these fees based on contractual terms that approximate market rates for these types of services and have eliminated our ownership percentages of these fees in the consolidated financial statements.

Commitments and Contingencies
We have guaranteed the repayment of $76.2 million of economic development bonds issued by various municipalities in connection with certain commercial developments. We will be required to make payments under our guarantees to the extent that incremental taxes from specified developments are not sufficient to pay the bond

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debt service. Management does not believe that it is probable that we will be required to make any significant payments in satisfaction of these guarantees.
We also have guaranteed the repayment of secured and unsecured loans of four of our unconsolidated subsidiaries. At December 31, 2013, the maximum guarantee exposure for these loans was approximately $188.4 million.
We lease certain land positions with terms extending to October 2105, with a total future payment obligation of $215.4 million. No payments on these ground leases, which are classified as operating leases, are material in any individual year.
We are subject to various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the amount of any ultimate liability with respect to these actions will not materially affect our consolidated financial statements or results of operations.
We own certain parcels of land that are subject to special property tax assessments levied by quasi municipal entities. To the extent that such special assessments are fixed and determinable, the discounted value of the full assessment is recorded as a liability. We have $12.4 million of such special assessment liabilities, which are included within other liabilities on our consolidated balance sheet as of December 31, 2013.
Item 7A.  Quantitative and Qualitative Disclosure About Market Risks

We are exposed to interest rate changes primarily as a result of our line of credit and long-term borrowings. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we borrow primarily at fixed rates. We do not enter into derivative or interest rate transactions for speculative purposes. We have two outstanding swaps, which fix the rates on two of our variable rate loans and are not significant to our financial statements at December 31, 2013.
Our interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts (in thousands) of the expected annual maturities, weighted average interest rates for the average debt outstanding in the specified period, fair values (in thousands) and other terms required to evaluate the expected cash flows and sensitivity to interest rate changes.
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
 
Fair Value
Fixed rate secured debt
$
80,605

 
$
205,036

 
$
377,314

 
$
102,016

 
$
4,952

 
$
304,450

 
$
1,074,373

 
$
1,145,717

Weighted average interest rate
6.06%
 
5.30%
 
5.91%
 
5.96%
 
6.49%
 
7.45%
 
 
 
 
Variable rate secured debt
$
1,363

 
$
742

 
$
755

 
$
13,729

 
$
300

 
$
2,200

 
$
19,089

 
$
19,089

Weighted average interest rate
1.22%
 
2.12%
 
2.15%
 
3.41%
 
0.19%
 
0.19%
 
 
 
 
Fixed rate unsecured debt
$
2,092

 
$
252,226

 
$
152,370

 
$
452,523

 
$
302,685

 
$
1,654,357

 
$
2,816,253

 
$
3,000,518

Weighted average interest rate
6.26%
 
7.49%
 
6.71%
 
5.95%
 
6.08%
 
5.20%
 
 
 
 
Variable rate unsecured notes
$

 
$

 
$

 
$

 
$
250,000

 
$

 
$
250,000

 
$
250,000

Rate at December 31, 2013
N/A
 
N/A
 
N/A
 
N/A
 
1.52%
 
N/A
 
 
 
 
Unsecured line of credit
$

 
$
88,000

 
$

 
$

 
$

 
$

 
$
88,000

 
$
88,383

Rate at December 31, 2013
N/A
 
1.42%
 
N/A
 
N/A
 
N/A
 
N/A
 
 
 
 
As the table incorporates only those exposures that existed at December 31, 2013, it does not consider those exposures or positions that could arise after that date. As a result, the ultimate impact of interest rate fluctuations will depend on future exposures that arise, our hedging strategies at that time to the extent we are party to interest

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rate derivatives, and interest rates. Interest expense on our unsecured line of credit and our variable rate unsecured notes will be affected by fluctuations in LIBOR indices as well as changes in our credit rating. The interest rate at such point in the future as we may renew, extend or replace our unsecured line of credit will be heavily dependent upon the state of the credit environment.
At December 31, 2013, the face value of our unsecured debt was $3.1 billion and we estimated the fair value of that unsecured debt to be $3.3 billion. At December 31, 2012, the face value of our unsecured debt was $3.0 billion and our estimate of the fair value of that debt was $3.3 billion.
Item 8.  Financial Statements and Supplementary Data
The financial statements and supplementary data are included under Item 15 of this Report.
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There was no change or disagreement with our accountants related to our accounting and financial disclosures.
Item 9A.  Controls and Procedures
Controls and Procedures (General Partner)
We conducted an evaluation of the effectiveness of the design and operation of our "disclosure controls and procedures" as of the end of the period covered by this Report. The controls evaluation was done under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer.
Attached as exhibits to this Report are certifications of our Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Based on the disclosure controls and procedures evaluation referenced above, our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Report, our disclosure controls and procedures were effective.
Management's annual report on internal control over financial reporting and the audit report of our registered public accounting firm are included in Item 15 of Part IV under the headings "Management's Report on Internal Control" and "Report of Independent Registered Public Accounting Firm," respectively, and are incorporated herein by reference.
There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Controls and Procedures (Partnership)
We conducted an evaluation of the effectiveness of the design and operation of our "disclosure controls and procedures" as of the end of the period covered by this Report. The controls evaluation was done under the supervision and with the participation of management, including the General Partner's Chief Executive Officer and Chief Financial Officer.

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Attached as exhibits to this Report are certifications of the General Partner's Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934. This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.
Disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the General Partner's principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
Based on the disclosure controls and procedures evaluation referenced above, the General Partner's Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Report, our disclosure controls and procedures were effective.
Management's annual report on internal control over financial reporting and the audit report of our registered public accounting firm are included in Item 15 of Part IV under the headings "Management's Report on Internal Control" and "Report of Independent Registered Public Accounting Firm," respectively, and are incorporated herein by reference.
There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B.  Other Information
There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of 2013 for which no Form 8-K was filed.
PART III
Item 10.  Directors and Executive Officers of the Registrant
The following is a summary of the executive officers of the General Partner as of January 1, 2014:
Dennis D. Oklak, age 60. Mr. Oklak joined the General Partner in 1986. He has held various senior executive positions within the General Partner and was promoted to Chief Executive Officer of the General Partner and joined the General Partner's Board of Directors in 2004. In 2005, Mr. Oklak was appointed Chairman of the General Partner's Board of Directors. Mr. Oklak serves on the Executive Board of the National Association of Real Estate Investment Trusts, or "NAREIT," the Board of Trustees of the Urban Land Institute and is a member of the Real Estate Roundtable. Mr. Oklak serves as Co-Chairman of the Central Indiana Corporate Partnership, the Board of Trustees of the Crossroads of America Council of the Boy Scouts of America Foundation and the Dean's Advisory Board for Ball State University's Miller College of Business. From 2003 to 2009, Mr. Oklak was a member of the board of directors of publicly-traded recreational vehicle manufacturer, Monaco Coach Corporation. Mr. Oklak has served as a director of the General Partner since 2004.
Mark A. Denien, age 46. Mr. Denien was appointed Executive Vice President and Chief Financial Officer of the General Partner in 2013. Prior to being named Executive Vice President and Chief Financial Officer, Mr. Denien was Senior Vice President and Chief Accounting Officer of the General Partner from 2009 to 2013, and prior to that, served as Senior Vice President, Corporate Controller with the General Partner. Prior to joining the General Partner in 2005, Mr. Denien spent 16 years with KPMG LLP. Mr. Denien serves as a director and Treasurer of Goodwill Industries of Central Indiana, Inc.

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James B. Connor, age 55.  Mr. Connor was appointed Senior Executive Vice President and Chief Operating Officer of the General Partner in 2013.  His responsibilities include managing and leading the Company's industrial, office and medical office operations as well as overseeing the Company's construction group.  Prior to being named Senior Executive Vice President and Chief Operating Officer, Mr. Connor held various senior management positions with the General Partner, including Senior Regional Executive Vice President of the General Partner from 2011 to 2013, and Executive Vice President of the General Partner's Midwest region from 2003 and 2010.  Prior to joining the General Partner in 1998, Mr. Connor held numerous executive and brokerage positions with Cushman & Wakefield, most recently serving as Senior Managing Director for the Midwest area. Mr. Connor serves on the Advisory Board of the Marshall Bennett Institute of Real Estate at Roosevelt University in Chicago as well as on the Editorial Board of the Illinois Real Estate Journal.
James D. Bremner, age 58. Mr. Bremner has served as the Company's President, Healthcare since 2007 when the Company acquired Bremner Healthcare Real Estate (formerly known as Bremner & Wiley), a national healthcare development and management firm that Mr. Bremner founded in 1987. Prior to and concurrently with founding his own firm, Mr. Bremner was a broker with Revel Companies, a commercial real estate firm, from 1980 until 1996. Mr. Bremner also serves as a director of Denison, Inc. a private parking management company located in Indianapolis, Indiana, and the Board of Trustees of The Children's Museum of Indianapolis.
Steven R. Kennedy, age 57. Mr. Kennedy has served as Executive Vice President, Construction since 2004. From 1986 until 2004, he served in various capacities in the construction group, most recently as Senior Vice President.
All other information required by this item will be included in the General Partner's 2014 proxy statement (the "2014 Proxy Statement") for the General Partner's Annual Meeting of Shareholders to be held on April 24, 2014, and is incorporated herein by reference. In addition, the General Partner's Code of Conduct (which applies to each of our associates, officers and directors) and the General Partner's Corporate Governance Guidelines are available in the investor information/corporate governance section of our website at www.dukerealty.com. A copy of these documents may also be obtained without charge by writing to Duke Realty Corporation, 600 East 96th Street, Suite 100, Indianapolis, Indiana 46240, Attention: Investor Relations.
Item 11.  Executive Compensation
The information required by Item 11 of this Report will be included in our 2014 Proxy Statement, which information is incorporated herein by this reference.
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 of this Report will be included in our 2014 Proxy Statement, which information is incorporated herein by this reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required to be furnished pursuant to Item 13 of this Report will be included in our 2014 Proxy Statement, which information is incorporated herein by this reference.
Item 14. Principal Accountant Fees and Services
The information required to be furnished pursuant to Item 14 of this Report will be included in our 2014 Proxy Statement, which information is incorporated herein by this reference.

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PART IV
Item 15.  Exhibits and Financial Statement Schedules 
(a)
The following documents are filed as part of this Annual Report:
1.    Consolidated Financial Statements
The following Consolidated Financial Statements, together with the Management's Report on Internal Control and the Report of Independent Registered Public Accounting Firm are listed below:
 
Duke Realty Corporation:
 
Management's Report on Internal Control
 
Report of Independent Registered Public Accounting Firm
 
Duke Realty Limited Partnership:
 
Management's Report on Internal Control
 
Report of Independent Registered Public Accounting Firm
 
Duke Realty Corporation:
 
Consolidated Balance Sheets, December 31, 2013 and 2012
 
Consolidated Statements of Operations and Comprehensive Income, Years Ended December 31, 2013, 2012 and 2011
 
Consolidated Statements of Cash Flows, Years Ended December 31, 2013, 2012 and 2011
 
Consolidated Statements of Changes in Equity, Years Ended December 31, 2013, 2012 and 2011
 
Duke Realty Limited Partnership:
 
Consolidated Balance Sheets, December 31, 2013 and 2012
 
Consolidated Statements of Operations and Comprehensive Income, Years Ended December 31, 2013, 2012 and 2011
 
Consolidated Statements of Cash Flows, Years Ended December 31, 2013, 2012 and 2011
 
Consolidated Statements of Changes in Equity, Years Ended December 31, 2013, 2012 and 2011
 
Duke Realty Corporation and Duke Realty Limited Partnership:
 
Notes to Consolidated Financial Statements
 
2.    Consolidated Financial Statement Schedules
Duke Realty Corporation and Duke Realty Limited Partnership:
Schedule III – Real Estate and Accumulated Depreciation
 3.    Exhibits
The following exhibits are filed with this Form 10-K or incorporated herein by reference to the listed document previously filed with the SEC. Previously unfiled documents are noted with an asterisk (*). 

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Number
 
Description
 
 
3.1(i)
 
Fourth Amended and Restated Articles of Incorporation of the General Partner (filed as Exhibit 3.1 to the General Partner's Current Report on Form 8-K as filed with the SEC on July 30, 2009, and incorporated herein by this reference).
 
 
3.1(ii)
 
Amendment to the Fourth Amended and Restated Articles of Incorporation of the General Partner (filed as Exhibit 3.1 to the General Partner's Current Report on Form 8-K as filed with the SEC on July 22, 2011, and incorporated herein by this reference).
 
 
 
3.1(iii)
 
Second Amendment to the Fourth Amended and Restated Articles of Incorporation of the General Partner (filed as Exhibit 3.1 to the General Partner's Current Report on Form 8-K as filed with the SEC on March 9, 2012, and incorporated herein by this reference).
 
 
 
3.1(iv)
 
Third Amendment to the Fourth Amended and Restated Articles of Incorporation of the General Partner (filed as Exhibit 3.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on February 26, 2013, and incorporated herein by this reference).
 
 
 
3.2
 
Fourth Amended and Restated Bylaws of the General Partner (filed as Exhibit 3.2 to the General Partner's Current Report on Form 8-K as filed with the SEC on July 30, 2009, and incorporated herein by this reference).
 
 
3.3
 
Certificate of Limited Partnership of the Partnership, dated September 17, 1993 (filed as Exhibit 3.1(i) to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the SEC on March 13, 2007, and incorporated herein by this reference) (File No. 000-20625).

 
 
 
3.4(i)
 
Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.1 to the Partnership's Current Report on Form 8-K as filed with the SEC on November 3, 2009, and incorporated herein by this reference).

 
 
 
3.4(ii)
 
First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.1 to the Partnership's Current Report on Form 8-K as filed with the SEC on July 22, 2011, and incorporated herein by this reference).
 
 
 
3.4(iii)
 
Second Amendment to Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.1 to the Partnership's Current Report on Form 8-K as filed with the SEC on March 9, 2012, and incorporated herein by this reference).
 
 
 
3.4(iv)
 
Third Amendment to Fourth Amended and Restated Agreement of Limited Partnership of the Partnership (filed as Exhibit 3.2 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on February 26, 2013, and incorporated herein by this reference).
 
 
 
4.1(i)
 
Indenture, dated September 19, 1995, between the Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4.1 to the General Partner's Current Report on Form 8-K as filed with the SEC on September 22, 1995, and incorporated herein by this reference) (File No. 001-09044).
4.1(ii)
 
Nineteenth Supplemental Indenture, dated as of March 1, 2006, by and between the Partnership and J.P. Morgan Trust Company, National Association (successor in interest to Bank One Trust Company, N.A.), including the form of global note evidencing the 5.5% Senior Notes Due 2016 (filed as Exhibit 4.1 to the Partnership's Current Report on Form 8-K as filed with the SEC on March 3, 2006, and incorporated herein by this reference) (File No. 000-20625).
 
 
4.1(iii)
 
Twentieth Supplemental Indenture, dated as of July 24, 2006, by and between the Partnership and J.P. Morgan Trust Company, National Association (successor in interest to The First National Bank of Chicago), modifying certain financial covenants contained in Sections 1004 and 1005 of the Indenture, dated September 19, 1995, between the Partnership and The First National Bank of Chicago, Trustee (filed as Exhibit 4.1 to the Partnership's Current Report on Form 8-K as filed with the SEC on July 28, 2006, and incorporated herein by this reference) (File No. 000-20625).
4.2(i)
 
Indenture, dated as of July 28, 2006, by and between the Partnership and J.P. Morgan Trust Company, National Association (filed as Exhibit 4.1 to the General Partner's automatic shelf registration statement on Form S-3 as filed with the SEC on July 31, 2006, and incorporated herein by this reference) (File No. 333-136173).
 
 
 
4.2(ii)
 
Second Supplemental Indenture, dated as of August 24, 2006, by and between the Partnership and J.P. Morgan Trust Company, National Association, including the form of global note evidencing the 5.95% Senior Notes Due 2017 (filed as Exhibit 4.2 to the Partnership's Current Report on Form 8-K as filed with the SEC on August 30, 2006, and incorporated herein by this reference) (File No. 000-20625).
 
 
 

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4.2(iii)
 
Third Supplemental Indenture, dated as of September 11, 2007, by and between the Partnership and The Bank of New York Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), including the form of global note evidencing the 6.50% Senior Notes Due 2018 (incorporated by reference to Exhibit 4.1 to the Partnership's Current Report on Form 8-K as filed with the SEC on September 12, 2007, and incorporated herein by this reference) (File No. 000-20625).
 
 
4.2(iv)
 
Fifth Supplemental Indenture, dated as of August 11, 2009, by and between the Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), including the form of global note evidencing the 7.375% Senior Notes Due 2015 (filed as Exhibit 4.1 to the Partnership's Current Report on Form 8-K as filed with the SEC on August 12, 2009, and incorporated herein by this reference).
 
 
4.2(v)
 
Sixth Supplemental Indenture, dated as of August 11, 2009, by and between the Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), including the form of global note evidencing the 8.25% Senior Notes Due 2019 (filed as Exhibit 4.2 to the Partnership's Current Report on Form 8-K as filed with the SEC on August 12, 2009, and incorporated herein by this reference).
 
 
4.2(vi)
 
Seventh Supplemental Indenture, dated as of April 1, 2010, by and between the Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), including the form of global note evidencing the 6.75% Senior Notes due 2020 (filed as Exhibit 4.1 to the Partnership's Current Report on Form 8-K as filed with the SEC on April 1, 2010, and incorporated herein by this reference).
 
 
4.2(vii)
 
Eighth Supplemental Indenture, dated June 11, 2012, by and between the Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), including the form of global note evidencing the 4.375% Senior Notes Due 2022 (filed as Exhibit 4.1 to the General Partner's Current Report on Form 8-K as filed with the SEC on June 11, 2012, and incorporated herein by this reference).
 
 
 
4.2(viii)
 
Ninth Supplemental Indenture, dated September 19, 2012, by and between the Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), including the form of global note evidencing the 3.875% Senior Notes Due 2022 (filed as Exhibit 4.1 to the General Partner's Current Report on Form 8-K as filed with the SEC on September 19, 2012, and incorporated herein by this reference).
 
 
 
4.2(ix)
 
Tenth Supplemental Indenture, dated March 15, 2013, by and between the Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), including the form of global note evidencing the 3.625% Senior Notes Due 2023 (filed as Exhibit 4.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on March 15, 2013, and incorporated herein by this reference).
 
 
 
4.2(x)
 
Eleventh Supplemental Indenture, dated December 3, 2013, by and between the Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), including the form of global note evidencing the 3.875% Senior Notes Due 2021 (filed as Exhibit 4.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on December 3, 2013, and incorporated herein by this reference).
 
 
 
10.1(i)
 
Amended and Restated 2005 Long-Term Incentive Plan of the General Partner (filed as Appendix A to the General Partner's Definitive Proxy Statement on Schedule 14A, dated March 18, 2009 as filed with the SEC on March 18, 2009, and incorporated herein by this reference).#
 
 
10.1(ii)
 
2009 Amendment to the General Partner's Amended and Restated 2005 Long-Term Incentive Plan (filed as Exhibit 10.2 to the General Partner's Quarterly Report on Form 10-Q as filed with the SEC on May 6, 2010, and incorporated herein by this reference).#
 
 
10.1(iii)
 
2010 Amendment to the General Partner's Amended and Restated 2005 Long-Term Incentive Plan (filed as Exhibit 10.1 to the General Partner's Current Report on Form 8-K as filed with the SEC on May 4, 2010, and incorporated herein by this reference).#
 
 
10.1(iv)
 
2011 Amendment to the General Partner's Amended and Restated 2005 Long-Term Incentive Plan (filed as Exhibit 10.2 to the General Partner's Quarterly Report on Form 10-Q as filed with the SEC on August 5, 2011, and incorporated herein by this reference).#
 
 
 

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10.2(i)
 
Form of 2005 Long-Term Incentive Plan Award Certificate for Restricted Stock Units (filed as Exhibit 10.3(i) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#

 
 
10.2(ii)
 
Form of 2005 Long-Term Incentive Plan Stock Option Award Certificate (filed as Exhibit 99.4 to the General Partner's Current Report on Form 8-K, filed with the SEC on May 3, 2005, and incorporated herein by this reference).#
 
 
 
10.2(iii)
 
Form of 2005 Long-Term Incentive Plan Restricted Stock Unit Award Certificate for Non-Employee Directors (filed as Exhibit 99.6 to the General Partner's Current Report on Form 8-K, filed with the SEC on May 3, 2005, and incorporated herein by this reference) (File No. 001-09044).#
10.3(i)
 
The General Partner's 2000 Performance Share Plan, Amended and Restated as of January 30, 2008, a sub-plan of the 2005 Long-Term Incentive Plan (filed as Exhibit 10.4(i) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
10.3(ii)
 
Amendment to the 2004 Award Agreement under the General Partner's 2000 Performance Share Plan (filed as Exhibit 10.4(ii) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
 
10.4(i)

 
The General Partner's 2010 Performance Share Plan, a sub-plan of the 2005 Long-Term Incentive Plan (filed as Exhibit 10.5(i) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
 
10.4(ii)
 
Award Certificate under the General Partner's 2010 Performance Share Plan (filed as Exhibit 10.5(ii) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
 
10.5
 
The General Partner's 2005 Shareholder Value Plan, Amended and Restated as of January 30, 2008, a sub-plan of the 2005 Long-Term Incentive Plan (filed as Exhibit 10.6 to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#

 
 
 
10.6
 
The General Partner's 2005 Dividend Increase Unit Replacement Plan, Amended and Restated as of January 30, 2008, a sub-plan of the 2005 Long-Term Incentive Plan (filed as Exhibit 10.7 to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
 
10.7
 
The General Partner's 2011 Non-Employee Directors Compensation Plan, a sub-plan of the 2005 Long-Term Incentive Plan (filed as Exhibit 10.2 to the General Partner's Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2011, and incorporated herein by this reference).#
 
 
 
10.8
 
Form of Forfeiture Agreement/Performance Unit Award Certificate (filed as Exhibit 99.2 to the General Partner's Current Report on Form 8-K as filed with the SEC on December 9, 2005, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(i)
 
1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.13 to the General Partner's Annual Report on Form 10-K for the year ended December 31, 1995 as filed with the SEC on February 21, 1996, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(ii)
 
Amendment One to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.19 to the General Partner's Annual Report on Form 10-K405 for the year ended December 31, 2001 as filed with the SEC on March 15, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 

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10.9(iii)
 
Amendment Two to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.20 to the General Partner's Annual Report on Form 10-K405 for the year ended December 31, 2001 as filed with the SEC on March 15, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(iv)
 
Amendment Three to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.21 to the General Partner's Annual Report on Form 10-K405 for the year ended December 31, 2001 as filed with the SEC on March 15, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(v)
 
Amendment Four to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.22 to the General Partner's Annual Report on Form 10-K405 for the year ended December 31, 2001 as filed with the SEC on March 15, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(vi)
 
Amendment Five to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.23 to the General Partner's Annual Report on Form 10-K405 for the year ended December 31, 2001 as filed with the SEC on March 15, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(vii)
 
Amendment Six to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.24 to the General Partner's Annual Report on Form 10-K405 for the year ended December 31, 2001 as filed with the SEC on March 15, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(viii)
 
Amendment Seven to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.1 to the General Partner's Quarterly Report on Form 10-Q as filed with the SEC on November 13, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(ix)
 
Amendment Eight to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as part of Appendix B of the General Partner's Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 16, 2005, and incorporated herein by this reference) (File No. 001-09044).#

 
 
 
10.9(x)
 
Amendment Nine to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.3 to the General Partner's Quarterly Report on Form 10-Q as filed with the SEC on October 9, 2005, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(xi)
 
Amendment Ten to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.4 to the General Partner's Quarterly Report on Form 10-Q as filed with the SEC on November 8, 2006, and incorporated herein by this reference) (File No. 001-09044).#
 
 
 
10.9(xii)
 
Amendment Eleven to the 1995 Key Employees' Stock Option Plan of Duke Realty Investments, Inc. (filed as Exhibit 10.2 to the General Partner's Current Report on Form 8-K as filed with the SEC on May 4, 2010, and incorporated herein by this reference).#
 
 
 
10.10(i)
 
Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (filed as Exhibit 10.25 to the General Partner's Annual Report on Form 10-K405 for the year ended December 31, 2001 as filed with the SEC on March 15, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
10.10(ii)
 
Amendment One to the Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (filed as Exhibit 10.26 to the General Partner's Annual Report on Form 10-K405 for the year ended December 31, 2001 as filed with the SEC on March 15, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
10.10(iii)
 
Amendment Two to the Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (filed as Exhibit 10.27 to the General Partner's Annual Report on Form 10-K405 for the year ended December 31, 2001 as filed with the SEC on March 15, 2002, and incorporated herein by this reference) (File No. 001-09044).#
 
 
10.10(iv)
 
Amendment Three to the Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (filed as Exhibit 10.5 to the General Partner's Quarterly Report on Form 10-Q as filed with the SEC on November 13, 2002, and incorporated herein by this reference) (File No. 001-09044).#

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10.10(v)
 
Amendment Four to the Dividend Increase Unit Plan of Duke Realty Services Limited Partnership (filed as Exhibit 10.30 to the General Partner's Annual Report on Form 10-K for the year ended December 31, 2004 as filed with the SEC on March 4, 2005, and incorporated herein by this reference) (File No. 001-09044).#
 
 
10.11(i)
 
1999 Directors' Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as Annex F to the prospectus in the General Partner's Registration Statement on Form S-4 as filed with the SEC on May 4, 1999, and incorporated herein by this reference) (File No. 333-77645).#
 
 
10.11(ii)
 
Amendment One to the 1999 Directors' Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as part of Appendix C of the General Partner's Definitive Proxy Statement on Schedule 14A as filed with the SEC on March 15, 2001, and incorporated herein by this reference) (File No. 001-09044).#

 
 
10.11(iii)
 
Amendment Two to the 1999 Directors' Stock Option and Dividend Increase Unit Plan of Duke Realty Investments, Inc. (filed as part of Appendix B of the General Partner's Definitive Proxy Statement on Schedule 14A as filed with the SEC on March 16, 2005, and incorporated herein by this reference) (File No. 001-09044).#
 
 
10.12(i)
 
Executives' Deferred Compensation Plan of Duke Realty Services Limited Partnership, Amended and Restated as of December 5, 2007 (filed as Exhibit 10.13(i) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
10.12(ii)
 
Amendment Number One to the Executives' Deferred Compensation Plan of Duke Realty Services Limited Partnership, Amended and Restated as of December 5, 2007 (filed as Exhibit 10.13(ii) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
10.13
 
Directors' Deferred Compensation Plan of Duke Realty Corporation, Amended and Restated as of January 30, 2008 (filed as Exhibit 10.14 to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
10.14(i)
 
Form of Letter Agreement Regarding Executive Severance, dated December 13, 2007, between the General Partner and the following executive officers: Dennis D. Oklak, Steven R. Kennedy and James B. Connor (filed as Exhibit 10.23 to the General Partner's Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 29, 2008, and incorporated herein by this reference) (File No. 001-09044).#

 
 
10.14(ii)

 
First Amendment to Executive Severance Agreement, dated February 24, 2009, between the General Partner and the following executive officers: Dennis D. Oklak, Steven R. Kennedy and James B. Connor (filed as Exhibit 10.15(ii) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
10.14(iii)
 
Second Amendment to Executive Severance Agreement, dated December 21, 2011, between the General Partner and the following executive officers: Dennis D. Oklak, Steven R. Kennedy and James B. Connor (filed as Exhibit 10.15(iii) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
10.14(iv)
 
Third Amendment to Executive Severance Letter, dated December 19, 2012, between the General Partner and the following executive officers: Dennis D. Oklak, Steven R. Kennedy and James B. Connor (filed as Exhibit 10.15(iv) to the combined Annual Report on Form 10-K of the General Partner and the Partnership as filed with the SEC on February 22, 2013, and incorporated herein by this reference).#
 
 
10.15
 
Letter Agreement Regarding Executive Severance, dated March 19, 2013, between the General Partner and James D. Bremner (filed as Exhibit 10.3 to the combined Quarterly Report on Form 10-Q of the General Partner and the Partnership as filed with the SEC on May 3, 2013, and incorporated herein by this reference).#
 
 
 
10.16
 
Letter Agreement Regarding Executive Severance, dated July 30, 2013, between the General Partner and Mark A. Denien (filed as Exhibit 10.1 to the combined Quarterly Report on Form 10-Q of the General Partner and the Partnership as filed with the SEC on November 1, 2013, and incorporated herein by this reference).#
10.17
 
Seventh Amended and Restated Revolving Credit Agreement, dated November 18, 2011, among the Partnership, the General Partner, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, JP Morgan Chase Bank, N.A. and the several banks, financial institutions and other entities from time to time parties thereto as lenders (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K as filed with the SEC on November 22, 2011, and incorporated herein by this reference).
 
 
10.18
 
Equity Distribution Agreement, dated May 21, 2013, by and among the General Partner, the Partnership, Barclays Capital Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (filed as Exhibit 1.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on May 21, 2013, and incorporated herein by this reference).

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12.1
 
Statement of Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividends of the General Partner.*
 
 
 
12.2
 
Statement of Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Distributions of the Partnership.*
 
 
 
21.1
 
List of the Company's Subsidiaries.*
 
 
 
23.1
 
Consent of KPMG LLP relating to the General Partner.*
 
 
 
23.2
 
Consent of KPMG LLP relating to the Partnership.*
 
 
 
24.1
 
Executed Powers of Attorney of certain directors.*
 
 
 
31.1
 
Rule 13a-14(a) Certification of the Chief Executive Officer of the General Partner.*
 
 
 
31.2
 
Rule 13a-14(a) Certification of the Chief Financial Officer of the General Partner.*
 
 
 
31.3
 
Rule 13a-14(a) Certification of the Chief Executive Officer for the Partnership.*
 
 
 
31.4
 
Rule 13a-14(a) Certification of the Chief Financial Officer for the Partnership.*
 
 
 
32.1
 
Section 1350 Certification of the Chief Executive Officer of the General Partner. * **
 
 
 
32.2
 
Section 1350 Certification of the Chief Financial Officer of the General Partner. * **
 
 
 
32.3
 
Section 1350 Certification of the Chief Executive Officer for the Partnership. * **
 
 
 
32.4
 
Section 1350 Certification of the Chief Financial Officer for the Partnership. * **
99.1
 
Selected Quarterly Financial Information.*
 
 
101
 
The following materials from the General Partner's and the Partnership's Annual Report on Form 10-K for the year ended December 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Equity and (v) the Notes to Consolidated Financial Statements.
# Represents management contract or compensatory plan or arrangement.
* Filed herewith.
** The certifications attached as Exhibits 32.1, 32.2, 32.3 and 32.4 accompany this Report and are "furnished" to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by the General Partner or the Partnership, respectively, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
We will furnish to any security holder, upon written request, copies of any exhibit incorporated by reference, for a fee of 15 cents per page, to cover the costs of furnishing the exhibits. Written requests should include a representation that the person making the request was the beneficial owner of securities entitled to vote at the Annual Meeting of Shareholders. 
(b)
Exhibits
The exhibits required to be filed with this Report pursuant to Item 601 of Regulation S-K are listed under "Exhibits" in Part IV, Item 15(a)(3) of this Report and are incorporated herein by reference. 
(c)
Financial Statement Schedule
The Financial Statement Schedule required to be filed with this Report is listed under "Consolidated Financial Statement Schedules" in Part IV, Item 15(a)(2) of this Report, and is incorporated herein by reference.

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Management's Report on Internal Control
We, as management of Duke Realty Corporation and its subsidiaries (the "General Partner"), are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
 
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2013 based on the control criteria established in a report entitled Internal Control – Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, we have concluded that, as of December 31, 2013, our internal control over financial reporting is effective based on these criteria.
The independent registered public accounting firm of KPMG LLP, as auditors of the General Partner's consolidated financial statements, has also issued an audit report on the General Partner's internal control over financial reporting.
 
/s/     Dennis D. Oklak
Dennis D. Oklak
Chairman and Chief Executive Officer
 
/s/ Mark A. Denien
Mark A. Denien
Executive Vice President and Chief Financial Officer


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Report of Independent Registered Public Accounting Firm
The Shareholders and Directors of
Duke Realty Corporation:
We have audited the accompanying consolidated balance sheets of Duke Realty Corporation and Subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of operations and comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III. We also have audited the Company's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these consolidated financial statements and the financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management's report on internal control. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule and an opinion on the Company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Duke Realty Corporation and Subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, 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. Also, in our opinion, Duke Realty Corporation and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
/s/ KPMG LLP
 
Indianapolis, Indiana
February 21, 2014

-59-


Management's Report on Internal Control
We, as management of Duke Realty Limited Partnership and its subsidiaries (the "Partnership"), are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of the principal executive and principal financial officers, or persons performing similar functions, of Duke Realty Corporation (the "General Partner"), and effected by the General Partner's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
 
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Partnership;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the General Partner; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership's assets that could have a material effect on the financial statements.
Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2013 based on the control criteria established in a report entitled Internal Control – Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, we have concluded that, as of December 31, 2013, our internal control over financial reporting is effective based on these criteria.
The independent registered public accounting firm of KPMG LLP, as auditors of the Partnership's consolidated financial statements, has also issued an audit report on the Partnership's internal control over financial reporting.
 
/s/     Dennis D. Oklak
Dennis D. Oklak
Chairman and Chief Executive Officer
of the General Partner
 
/s/ Mark A. Denien
Mark A. Denien
Executive Vice President and Chief Financial Officer
of the General Partner



-60-



Report of Independent Registered Public Accounting Firm
The Partners of
Duke Realty Limited Partnership:
We have audited the accompanying consolidated balance sheets of Duke Realty Limited Partnership and Subsidiaries (the "Partnership") as of December 31, 2013 and 2012, and the related consolidated statements of operations and comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III. We also have audited the Partnership's internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Partnership's management is responsible for these consolidated financial statements and the financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management's report on internal control. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule and an opinion on the Partnership's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Duke Realty Limited Partnership and Subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, 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. Also, in our opinion, Duke Realty Limited Partnership and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
/s/ KPMG LLP
 
Indianapolis, Indiana
February 21, 2014

-61-


DUKE REALTY CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
As of December 31,
(in thousands, except per share amounts)
 
 
2013
 
2012
ASSETS
 
 
 
Real estate investments:
 
 
 
Land and improvements
$
1,438,007

 
$
1,284,081

Buildings and tenant improvements
5,531,726

 
5,398,886

Construction in progress
256,895

 
234,918

Investments in and advances to unconsolidated companies
342,947

 
372,256

Undeveloped land
590,052

 
614,208

 
8,159,627

 
7,904,349

Accumulated depreciation
(1,368,406
)
 
(1,296,396
)
Net real estate investments
6,791,221

 
6,607,953

 
 
 
 
Real estate investments and other assets held-for-sale
57,466

 
30,937

 
 
 
 
Cash and cash equivalents
19,275

 
33,889

Accounts receivable, net of allowance of $1,576 and $3,374
26,173

 
22,283

Straight-line rent receivable, net of allowance of $9,350 and $6,091
118,251

 
120,303

Receivables on construction contracts, including retentions
19,209

 
39,754

Deferred financing costs, net of accumulated amortization of $37,016 and $48,218
36,250

 
40,083

Deferred leasing and other costs, net of accumulated amortization of $394,049 and $372,047
466,979

 
497,827

Escrow deposits and other assets
217,790

 
167,072

 
$
7,752,614

 
$
7,560,101

LIABILITIES AND EQUITY
 
 
 
Indebtedness:
 
 
 
Secured debt
$
1,100,124

 
$
1,167,953

Unsecured debt
3,066,252

 
2,993,217

Unsecured line of credit
88,000

 
285,000

 
4,254,376

 
4,446,170

 
 
 
 
Liabilities related to real estate investments held-for-sale
2,075

 
807

 
 
 
 
Construction payables and amounts due subcontractors, including retentions
69,380

 
84,679

Accrued real estate taxes
74,696

 
74,565

Accrued interest
52,824

 
59,215

Other accrued expenses
67,495

 
104,719

Other liabilities
142,589

 
121,097

Tenant security deposits and prepaid rents
44,550

 
42,731

Total liabilities
4,707,985

 
4,933,983

Shareholders' equity:
 
 
 
Preferred shares ($.01 par value); 5,000 shares authorized; 1,791 and 2,503 shares issued and outstanding
447,683

 
625,638

Common shares ($.01 par value); 400,000 shares authorized; 326,399 and 279,423 shares issued and outstanding
3,264

 
2,794

Additional paid-in capital
4,620,964

 
3,953,497

Accumulated other comprehensive income
4,119

 
2,691

Distributions in excess of net income
(2,062,787
)
 
(1,993,206
)
Total shareholders' equity
3,013,243

 
2,591,414

Noncontrolling interests
31,386

 
34,704

Total equity
3,044,629

 
2,626,118

 
$
7,752,614

 
$
7,560,101

See accompanying Notes to Consolidated Financial Statements.

-62-


DUKE REALTY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income
For the Years Ended December 31,
(in thousands, except per share amounts)
 
2013
 
2012
 
2011
Revenues:
 
 
 
 
 
Rental and related revenue
$
875,194

 
$
771,625

 
$
686,242

General contractor and service fee revenue
206,596

 
275,071

 
521,796

 
1,081,790

 
1,046,696

 
1,208,038

Expenses:
 
 
 
 
 
Rental expenses
159,008

 
137,797

 
129,717

Real estate taxes
117,747

 
106,128

 
95,666

General contractor and other services expenses
183,833

 
254,870

 
480,480

Depreciation and amortization
393,450

 
349,015

 
305,070

 
854,038

 
847,810

 
1,010,933

Other operating activities:
 
 
 
 
 
Equity in earnings of unconsolidated companies
54,116

 
4,674

 
4,565

Gain on sale of properties
59,179

 
344

 
68,549

Gain on land sales
9,547

 

 

Undeveloped land carrying costs
(8,614
)
 
(8,829
)
 
(8,934
)
Impairment charges
(3,777
)
 

 
(12,931
)
Other operating income (expenses)
470

 
(633
)
 
(1,237
)
General and administrative expenses
(42,673
)
 
(46,424
)
 
(43,107
)
 
68,248

 
(50,868
)
 
6,905

Operating income
296,000

 
148,018

 
204,010

Other income (expenses):
 
 
 
 
 
Interest and other income, net
1,887

 
514

 
658

Interest expense
(228,895
)
 
(229,992
)
 
(206,770
)
Loss on debt extinguishment
(9,433
)
 

 

Acquisition-related activity
(3,093
)
 
(4,192
)
 
(1,188
)
Income (loss) from continuing operations before income taxes
56,466

 
(85,652
)
 
(3,290
)
Income tax benefit
5,080

 
103

 
194

Income (loss) from continuing operations
61,546

 
(85,549
)
 
(3,096
)
Discontinued operations:
 
 
 
 
 
Income (loss) before gain on sales
1,761

 
(3,786
)
 
(1,477
)
Gain on sale of depreciable properties
133,242

 
13,467

 
100,882

Income from discontinued operations
135,003

 
9,681

 
99,405

Net income (loss)
196,549

 
(75,868
)
 
96,309

Dividends on preferred shares
(31,616
)
 
(46,438
)
 
(60,353
)
Adjustments for redemption/repurchase of preferred shares
(5,932
)
 
(5,730
)
 
(3,796
)
Net (income) loss attributable to noncontrolling interests
(5,957
)
 
1,891

 
(744
)
Net income (loss) attributable to common shareholders
$
153,044

 
$
(126,145
)
 
$
31,416

Basic net income (loss) per common share:
 
 
 
 
 
Continuing operations attributable to common shareholders
$
0.06

 
$
(0.52
)
 
$
(0.27
)
Discontinued operations attributable to common shareholders
0.41

 
0.04

 
0.38

Total
$
0.47

 
$
(0.48
)
 
$
0.11

Diluted net income (loss) per common share:
 
 
 
 
 
Continuing operations attributable to common shareholders
$
0.06

 
$
(0.52
)
 
$
(0.27
)
Discontinued operations attributable to common shareholders
0.41

 
0.04

 
0.38

Total
$
0.47

 
$
(0.48
)
 
$
0.11

Weighted average number of common shares outstanding
322,133

 
267,900

 
252,694

Weighted average number of common shares and potential dilutive securities
326,712

 
267,900

 
259,598

Comprehensive income (loss):
 
 
 
 
 
Net income (loss)
$
196,549

 
$
(75,868
)
 
$
96,309

Other comprehensive income (loss):
 
 
 
 
 
Amortization of interest contracts
451

 
1,829

 
1,829

Other
977

 
(125
)
 
590

Total other comprehensive income

1,428

 
1,704

 
2,419

Comprehensive income (loss)
$
197,977

 
$
(74,164
)
 
$
98,728

See accompanying Notes to Consolidated Financial Statements.

-63-


DUKE REALTY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended December 31,
(in thousands)
 
 
2013
 
2012
 
2011
Cash flows from operating activities:
 
 
 
 
 
Net income (loss)
$
196,549

 
$
(75,868
)
 
$
96,309

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
 
Depreciation of buildings and tenant improvements
288,583

 
262,825

 
267,222

Amortization of deferred leasing and other costs
120,467

 
116,594

 
118,457

Amortization of deferred financing costs
12,968

 
13,321

 
14,530

Straight-line rent adjustment
(14,633
)
 
(19,546
)
 
(23,877
)
Impairment charges
3,777

 

 
12,931

Loss on debt extinguishment
9,433

 

 

Gain on acquisitions
(962
)
 

 
(1,057
)
Gains on land and depreciated property sales
(201,968
)
 
(13,811
)
 
(169,431
)
Third-party construction contracts, net
31,920

 
(10,837
)
 
(17,352
)
Other accrued revenues and expenses, net
21,706

 
13,300

 
24,001

Operating distributions received in excess of (less than) equity in earnings from unconsolidated companies
(32,164
)
 
13,179

 
15,804

Net cash provided by operating activities
435,676

 
299,157

 
337,537

Cash flows from investing activities:
 
 
 
 
 
Development of real estate investments
(427,355
)
 
(264,755
)
 
(162,070
)
Acquisition of real estate investments and related intangible assets
(445,514
)
 
(665,527
)
 
(544,816
)
Acquisition of undeveloped land
(76,655
)
 
(64,944
)
 
(14,090
)
Second generation tenant improvements, leasing costs and building improvements
(91,798
)
 
(63,884
)
 
(99,264
)
Other deferred leasing costs
(35,376
)
 
(27,772
)
 
(26,311
)
Other assets
(30,161
)
 
4,504

 
747

Proceeds from land and depreciated property sales, net
740,039

 
138,118

 
1,572,093

Capital distributions from unconsolidated companies
109,158

 
5,157

 
59,252

Capital contributions and advances to unconsolidated companies
(61,720
)
 
(28,513
)
 
(34,606
)
Net cash provided by (used for) investing activities
(319,382
)
 
(967,616
)
 
750,935

Cash flows from financing activities:
 
 
 
 
 
Proceeds from issuance of common shares, net
649,690

 
315,295

 

Payments for redemption/repurchase of preferred shares
(177,955
)
 
(168,272
)
 
(110,726
)
Proceeds from unsecured debt
750,000

 
600,000

 

Payments on unsecured debt
(685,022
)
 
(222,846
)
 
(334,432
)
Proceeds from secured debt financings
1,933

 
13,336

 

Payments on secured indebtedness including principal amortization
(169,188
)
 
(117,287
)
 
(29,025
)
Borrowings (payments) on lines of credit, net
(197,000
)
 
264,707

 
(172,753
)
Distributions to common shareholders
(220,297
)
 
(181,892
)
 
(171,814
)
Distributions to preferred shareholders
(31,616
)
 
(46,438
)
 
(60,353
)
Contributions from (distributions to) noncontrolling interests, net
(8,944
)
 
2,179

 
(5,292
)
Buyout of noncontrolling interests

 
(6,208
)
 

Change in book overdrafts
(32,823
)
 
45,272

 

Deferred financing costs
(9,686
)
 
(9,307
)
 
(8,652
)
Net cash provided by (used for) financing activities
(130,908
)
 
488,539

 
(893,047
)
Net increase (decrease) in cash and cash equivalents
(14,614
)
 
(179,920
)
 
195,425

Cash and cash equivalents at beginning of year
33,889

 
213,809

 
18,384

Cash and cash equivalents at end of year
$
19,275

 
$
33,889

 
$
213,809

Non-cash investing and financing activities:
 
 
 
 
 
Assumption of indebtedness and other liabilities in real estate acquisitions
$
107,992

 
$
112,754

 
$
177,082

Carrying amount of pre-existing ownership interest in acquired property
$
3,968

 
$

 
$
5,987

Contribution of properties to, net of debt assumed by, unconsolidated companies
$
2,426

 
$

 
$
53,293

Assumption of indebtedness by buyer in real estate dispositions
$

 
$

 
$
24,914

Conversion of Limited Partner Units to common shares
$
331

 
$
29,213

 
$
3,130

Issuance of Limited Partner Units for acquisition
$

 
$

 
$
28,357

See accompanying Notes to Consolidated Financial Statements.

-64-


DUKE REALTY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
(in thousands, except per share data)
 
 
Common Shareholders
 
 
 
 
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Distributions
in Excess of
Net Income
 
Non-
Controlling
Interests
 
Total
Balance at December 31, 2010
$
904,540

 
$
2,522

 
$
3,573,720

 
$
(1,432
)
 
$
(1,533,740
)
 
$
44,293

 
$
2,989,903

Net income

 

 

 

 
95,565

 
744

 
96,309

Other comprehensive income

 

 

 
2,419

 

 

 
2,419

Issuance of Limited Partner Units for acquisition

 

 

 

 

 
28,357

 
28,357

Stock-based compensation plan activity

 
4

 
14,041

 

 
(3,190
)
 

 
10,855

Conversion of Limited Partner Units

 
3

 
3,127

 

 

 
(3,130
)
 

Distributions to preferred shareholders

 

 

 

 
(60,353
)
 

 
(60,353
)
Redemption/repurchase of preferred shares
(110,630
)
 

 
3,700

 

 
(3,796
)
 

 
(110,726
)
Distributions to common shareholders ($0.68 per share)

 

 

 

 
(171,814
)
 

 
(171,814
)
Distributions to noncontrolling interests

 

 

 

 

 
(5,292
)
 
(5,292
)
Balance at December 31, 2011
$
793,910

 
$
2,529

 
$
3,594,588

 
$
987

 
$
(1,677,328
)
 
$
64,972

 
$
2,779,658

Net loss

 

 

 

 
(73,977
)
 
(1,891
)
 
(75,868
)
Other comprehensive income

 

 

 
1,704

 

 

 
1,704

Issuance of common shares

 
227

 
314,596

 

 

 

 
314,823

Stock-based compensation plan activity

 
13

 
9,395

 

 
(2,976
)
 

 
6,432

Conversion of Limited Partner Units

 
25

 
29,188

 

 

 
(29,213
)
 

Distributions to preferred shareholders

 

 

 

 
(46,438
)
 

 
(46,438
)
Redemption of preferred shares
(168,272
)
 

 
5,730

 

 
(5,730
)
 

 
(168,272
)
Distributions to common shareholders ($0.68 per share)

 

 

 

 
(181,892
)
 

 
(181,892
)
Contributions from noncontrolling interests, net

 

 

 

 

 
2,179

 
2,179

Buyout of noncontrolling interests

 

 

 

 
(4,865
)
 
(1,343
)
 
(6,208
)
Balance at December 31, 2012
$
625,638

 
$
2,794

 
$
3,953,497

 
$
2,691

 
$
(1,993,206
)
 
$
34,704

 
$
2,626,118

Net income

 

 

 

 
190,592

 
5,957

 
196,549

Other comprehensive income

 

 

 
1,428

 

 

 
1,428

Issuance of common shares

 
462

 
649,228

 

 

 

 
649,690

Stock-based compensation plan activity

 
8

 
11,976

 

 
(2,328
)
 

 
9,656

Conversion of Limited Partner Units

 

 
331

 

 

 
(331
)
 

Distributions to preferred shareholders

 

 

 

 
(31,616
)
 

 
(31,616
)
Redemption of preferred shares
(177,955
)
 

 
5,932

 

 
(5,932
)
 

 
(177,955
)
Distributions to common shareholders ($0.68 per share)

 

 

 

 
(220,297
)
 

 
(220,297
)
Distributions to noncontrolling interests, net

 

 

 

 

 
(8,944
)
 
(8,944
)
Balance at December 31, 2013
$
447,683

 
$
3,264

 
$
4,620,964

 
$
4,119

 
$
(2,062,787
)
 
$
31,386

 
$
3,044,629

See accompanying Notes to Consolidated Financial Statements.

-65-


DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Balance Sheets
As of December 31,
(in thousands)
 
 
2013
 
2012
ASSETS
 
 
 
Real estate investments:
 
 
 
Land and improvements
$
1,438,007

 
$
1,284,081

Buildings and tenant improvements
5,531,726

 
5,398,886

Construction in progress
256,895

 
234,918

Investments in and advances to unconsolidated companies
342,947

 
372,256

Undeveloped land
590,052

 
614,208

 
8,159,627

 
7,904,349

Accumulated depreciation
(1,368,406
)
 
(1,296,396
)
Net real estate investments
6,791,221

 
6,607,953

 
 
 
 
Real estate investments and other assets held-for-sale
57,466

 
30,937

 
 
 
 
Cash and cash equivalents
19,275

 
33,889

Accounts receivable, net of allowance of $1,576 and $3,374
26,173

 
22,283

Straight-line rent receivable, net of allowance of $9,350 and $6,091
118,251

 
120,303

Receivables on construction contracts, including retentions
19,209

 
39,754

Deferred financing costs, net of accumulated amortization of $37,016 and $48,218
36,250

 
40,083

Deferred leasing and other costs, net of accumulated amortization of $394,049 and $372,047
466,979

 
497,827

Escrow deposits and other assets
217,790

 
167,072

 
$
7,752,614

 
$
7,560,101

LIABILITIES AND EQUITY
 
 
 
Indebtedness:
 
 
 
Secured debt
$
1,100,124

 
$
1,167,953

Unsecured debt
3,066,252

 
2,993,217

Unsecured line of credit
88,000

 
285,000

 
4,254,376

 
4,446,170

 
 
 
 
Liabilities related to real estate investments held-for-sale
2,075

 
807

 
 
 
 
Construction payables and amounts due subcontractors, including retentions
69,380

 
84,679

Accrued real estate taxes
74,696

 
74,565

Accrued interest
52,824

 
59,215

Other accrued expenses
67,739

 
104,886

Other liabilities
142,589

 
121,097

Tenant security deposits and prepaid rents
44,550

 
42,731

Total liabilities
4,708,229

 
4,934,150

Partners’ equity:
 
 
 
       General Partner:
 
 
 
     Common equity (326,399 and 279,423 General Partner Units issued and outstanding)
2,565,370

 
1,967,091

     Preferred equity (1,791 and 2,503 Preferred Units issued and outstanding)
447,683

 
625,638

 
3,013,053

 
2,592,729

    Limited Partners' common equity (4,387 and 4,419 Limited Partner Units issued and outstanding)
20,158

 
21,383

     Accumulated other comprehensive income
4,119

 
2,691

     Total partners' equity
3,037,330

 
2,616,803

Noncontrolling interests
7,055

 
9,148

     Total equity
3,044,385

 
2,625,951

 
$
7,752,614

 
$
7,560,101


See accompanying Notes to Consolidated Financial Statements.


-66-


DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income
For the Years Ended December 31,
(in thousands, except per unit amounts)
 
2013
 
2012
 
2011
Revenues:
 
 
 
 
 
Rental and related revenue
$
875,194

 
$
771,625

 
$
686,242

General contractor and service fee revenue
206,596

 
275,071

 
521,796

 
1,081,790

 
1,046,696

 
1,208,038

Expenses:
 
 
 
 
 
Rental expenses
159,008

 
137,797

 
129,717

Real estate taxes
117,747

 
106,128

 
95,666

General contractor and other services expenses
183,833

 
254,870

 
480,480

Depreciation and amortization
393,450

 
349,015

 
305,070

 
854,038

 
847,810

 
1,010,933

Other operating activities:
 
 
 
 
 
Equity in earnings of unconsolidated companies
54,116

 
4,674

 
4,565

Gain on sale of properties
59,179

 
344

 
68,549

Gain on land sales
9,547

 

 

Undeveloped land carrying costs
(8,614
)
 
(8,829
)
 
(8,934
)
Impairment charges
(3,777
)
 

 
(12,931
)
Other operating income (expenses)
470

 
(633
)
 
(1,237
)
General and administrative expenses
(42,673
)
 
(46,424
)
 
(43,107
)
 
68,248

 
(50,868
)
 
6,905

Operating income
296,000

 
148,018

 
204,010

Other income (expenses):
 
 
 
 
 
Interest and other income, net
1,887

 
514

 
658

Interest expense
(228,895
)
 
(229,992
)
 
(206,770
)
Loss on debt extinguishment
(9,433
)
 

 

Acquisition-related activity
(3,093
)
 
(4,192
)
 
(1,188
)
Income (loss) from continuing operations before income taxes
56,466

 
(85,652
)
 
(3,290
)
Income tax benefit
5,080

 
103

 
194

Income (loss) from continuing operations
61,546

 
(85,549
)
 
(3,096
)
Discontinued operations:
 
 
 
 
 
Income (loss) before gain on sales
1,761

 
(3,786
)
 
(1,477
)
Gain on sale of depreciable properties
133,242

 
13,467

 
100,882

Income from discontinued operations
135,003

 
9,681

 
99,405

Net income (loss)
196,549

 
(75,868
)
 
96,309

Distributions on Preferred Units
(31,616
)
 
(46,438
)
 
(60,353
)
Adjustments for redemption/repurchase of Preferred Units
(5,932
)
 
(5,730
)
 
(3,796
)
Net (income) loss attributable to noncontrolling interests
(3,863
)
 
(382
)
 
115

Net income (loss) attributable to common unitholders
$
155,138

 
$
(128,418
)
 
$
32,275

Basic net income (loss) per Common Unit:
 
 
 
 
 
Continuing operations attributable to common unitholders
$
0.06

 
$
(0.52
)
 
$
(0.27
)
Discontinued operations attributable to common unitholders
0.41

 
0.04

 
0.38

Total
$
0.47

 
$
(0.48
)
 
$
0.11

Diluted net income (loss) per Common Unit:
 
 
 
 
 
Continuing operations attributable to common unitholders
$
0.06

 
$
(0.52
)
 
$
(0.27
)
Discontinued operations attributable to common unitholders
0.41

 
0.04

 
0.38

Total
$
0.47

 
$
(0.48
)
 
$
0.11

Weighted average number of Common Units outstanding
326,525

 
272,729

 
259,598

Weighted average number of Common Units and potential dilutive securities
326,712

 
272,729

 
259,598

Comprehensive income (loss):
 
 
 
 
 
Net income (loss)
$
196,549

 
$
(75,868
)
 
$
96,309

Other comprehensive income (loss):
 
 
 
 
 
Amortization of interest contracts
451

 
1,829

 
1,829

Other
977

 
(125
)
 
590

Total other comprehensive income

1,428

 
1,704

 
2,419

Comprehensive income (loss)
$
197,977

 
$
(74,164
)
 
$
98,728

See accompanying Notes to Consolidated Financial Statements.

-67-


DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Years Ended December 31,
(in thousands)
 
 
2013
 
2012
 
2011
Cash flows from operating activities:
 
 
 
 
 
Net income (loss)
$
196,549

 
$
(75,868
)
 
$
96,309

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

Depreciation of buildings and tenant improvements
288,583

 
262,825

 
267,222

Amortization of deferred leasing and other costs
120,467

 
116,594

 
118,457

Amortization of deferred financing costs
12,968

 
13,321

 
14,530

Straight-line rent adjustment
(14,633
)
 
(19,546
)
 
(23,877
)
Impairment charges
3,777

 

 
12,931

Loss on debt extinguishment
9,433

 

 

Gain on acquisitions
(962
)
 

 
(1,057
)
Gains on land and depreciated property sales
(201,968
)
 
(13,811
)
 
(169,431
)
Third-party construction contracts, net
31,920

 
(10,837
)
 
(17,352
)
Other accrued revenues and expenses, net
21,783

 
13,399

 
24,036

Operating distributions received in excess of (less than) equity in earnings from unconsolidated companies
(32,164
)
 
13,179

 
15,804

Net cash provided by operating activities
435,753

 
299,256

 
337,572

Cash flows from investing activities:
 
 
 
 
 
Development of real estate investments
(427,355
)
 
(264,755
)
 
(162,070
)
Acquisition of real estate investments and related intangible assets
(445,514
)
 
(665,527
)
 
(544,816
)
Acquisition of undeveloped land
(76,655
)
 
(64,944
)
 
(14,090
)
Second generation tenant improvements, leasing costs and building improvements
(91,798
)
 
(63,884
)
 
(99,264
)
Other deferred leasing costs
(35,376
)
 
(27,772
)
 
(26,311
)
Other assets
(30,161
)
 
4,504

 
747

Proceeds from land and depreciated property sales, net
740,039

 
138,118

 
1,572,093

Capital distributions from unconsolidated companies
109,158

 
5,157

 
59,252

Capital contributions and advances to unconsolidated companies
(61,720
)
 
(28,513
)
 
(34,606
)
Net cash provided by (used for) investing activities
(319,382
)
 
(967,616
)
 
750,935

Cash flows from financing activities:
 
 
 
 
 
Contributions from the General Partner
649,690

 
315,295

 

Payments for redemption/repurchase of Preferred Units
(177,955
)
 
(168,272
)
 
(110,726
)
Proceeds from unsecured debt
750,000

 
600,000

 

Payments on unsecured debt
(685,022
)
 
(222,846
)
 
(334,432
)
Proceeds from secured debt financings
1,933

 
13,336

 

Payments on secured indebtedness including principal amortization
(169,188
)
 
(117,287
)
 
(29,025
)
Borrowings (payments) on lines of credit, net
(197,000
)
 
264,707

 
(172,753
)
Distributions to common unitholders
(223,362
)
 
(185,299
)
 
(176,593
)
Distributions to preferred unitholders
(31,616
)
 
(46,438
)
 
(60,353
)
Contributions from (distributions to) noncontrolling interests, net
(5,956
)
 
5,470

 
(566
)
Buyout of noncontrolling interests

 
(6,208
)
 

Change in book overdrafts
(32,823
)
 
45,272

 

Deferred financing costs
(9,686
)
 
(9,307
)
 
(8,652
)
Net cash provided by (used for) financing activities
(130,985
)
 
488,423

 
(893,100
)
Net increase (decrease) in cash and cash equivalents
(14,614
)
 
(179,937
)
 
195,407

Cash and cash equivalents at beginning of year
33,889

 
213,826

 
18,419

Cash and cash equivalents at end of year
$
19,275

 
$
33,889

 
$
213,826

Non-cash investing and financing activities:
 
 
 
 
 
Assumption of indebtedness and other liabilities for real estate acquisitions
$
107,992

 
$
112,754

 
$
177,082

Carrying amount of pre-existing ownership interest in acquired properties
$
3,968

 

 
$
5,987

Contribution of properties to, net of debt assumed by, unconsolidated companies
$
2,426

 
$

 
$
53,293

Assumption of indebtedness by buyer in real estate dispositions
$

 
$

 
$
24,914

Conversion of Limited Partner Units to common shares of the General Partner
$
331

 
$
29,213

 
$
3,130

Issuance of Limited Partner Units for acquisition
$

 
$

 
$
28,357

See accompanying Notes to Consolidated Financial Statements.


-68-


DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
(in thousands, except per unit data) 
 
Common Unitholders
 
 
 
 
 
 
 
Limited
 
Accumulated
 
 
 
 
 
 
 
General Partner
 
Partners'
 
Other
 
Total
 
 
 
 
 
Common
 
Preferred
 
Common
 
Comprehensive
 
  Partners'
 
Noncontrolling
 
Total
 
Equity
 
Equity
 
Equity
 
Income (Loss)
 
Equity
 
Interests
 
Equity
Balance at December 31, 2010
$
2,046,617

 
$
904,540

 
$
34,894

 
$
(1,432
)
 
$
2,984,619

 
$
5,226

 
$
2,989,845

Net income (loss)
35,212

 
60,353

 
859

 

 
96,424

 
(115
)
 
96,309

Other comprehensive income

 

 

 
2,419

 
2,419

 

 
2,419

Issuance of Limited Partner Units for acquisition

 

 
28,357

 

 
28,357

 

 
28,357

Stock-based compensation plan activity
10,890

 

 

 

 
10,890

 

 
10,890

Conversion of Limited Partner Units to common shares of the General Partner
3,130

 

 
(3,130
)
 

 

 

 

Distributions to Preferred Unitholders

 
(60,353
)
 

 

 
(60,353
)
 

 
(60,353
)
Redemption/repurchase of Preferred Units
(96
)
 
(110,630
)
 

 

 
(110,726
)
 

 
(110,726
)
Distributions to Partners ($0.68 per Common Unit)
(171,867
)
 

 
(4,726
)
 

 
(176,593
)
 

 
(176,593
)
Distributions to noncontrolling interests

 

 

 

 

 
(566
)
 
(566
)
Balance at December 31, 2011
$
1,923,886

 
$
793,910

 
$
56,254

 
$
987

 
$
2,775,037

 
$
4,545

 
$
2,779,582

Net loss
(120,415
)
 
46,438

 
(2,273
)
 

 
(76,250
)
 
382

 
(75,868
)
Other comprehensive income

 

 

 
1,704

 
1,704

 

 
1,704

Capital Contribution from the General Partner
314,823

 

 

 

 
314,823

 

 
314,823

Stock-based compensation plan activity
6,457

 

 

 

 
6,457

 

 
6,457

Conversion of Limited Partner Units to common shares of the General Partner
29,213

 

 
(29,213
)
 

 

 

 

Distributions to Preferred Unitholders

 
(46,438
)
 

 

 
(46,438
)
 

 
(46,438
)
Redemption of Preferred Units

 
(168,272
)
 

 

 
(168,272
)
 

 
(168,272
)
Distributions to Partners ($0.68 per Common Unit)
(182,008
)
 

 
(3,291
)
 

 
(185,299
)
 

 
(185,299
)
Contributions from noncontrolling interests, net

 

 

 

 

 
5,470

 
5,470

Buyout of noncontrolling interests
(4,865
)
 

 
(94
)
 

 
(4,959
)
 
(1,249
)
 
(6,208
)
Balance at December 31, 2012
$
1,967,091

 
$
625,638

 
$
21,383

 
$
2,691

 
$
2,616,803

 
$
9,148

 
$
2,625,951

Net income
158,976

 
31,616

 
2,094

 

 
192,686

 
3,863

 
196,549

Other comprehensive income

 

 

 
1,428

 
1,428

 

 
1,428

Capital Contribution from the General Partner
649,690

 

 

 

 
649,690

 

 
649,690

Stock-based compensation plan activity
9,656

 

 

 

 
9,656

 

 
9,656

Conversion of Limited Partner Units to common shares of the General Partner
331

 

 
(331
)
 

 

 

 

Distributions to Preferred Unitholders

 
(31,616
)
 

 

 
(31,616
)
 

 
(31,616
)
Redemption of Preferred Units

 
(177,955
)
 

 

 
(177,955
)
 

 
(177,955
)
Distributions to Partners ($0.68 per Common Unit)
(220,374
)
 

 
(2,988
)
 

 
(223,362
)
 

 
(223,362
)
Distributions to noncontrolling interests, net

 

 

 

 

 
(5,956
)
 
(5,956
)
Balance at December 31, 2013
$
2,565,370

 
$
447,683

 
$
20,158

 
$
4,119

 
$
3,037,330

 
$
7,055

 
$
3,044,385

See accompanying Notes to Consolidated Financial Statements.









-69-

DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 
(1)
The Company
Duke Realty Corporation (the "General Partner") was formed in 1985, and we believe that it qualifies as a real estate investment trust ("REIT") under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"). Duke Realty Limited Partnership (the "Partnership") was formed on October 4, 1993, when the General Partner contributed all of its properties and related assets and liabilities, together with the net proceeds from an offering of additional shares of its common stock, to the Partnership. Unless otherwise indicated, the notes to the consolidated financial statements apply to both the General Partner and the Partnership. The terms "Company," "we," "us" and "our" refer to the General Partner and the Partnership, collectively, and those entities owned or controlled by the General Partner and/or the Partnership.
The General Partner is the sole general partner of the Partnership, owning approximately 98.7% of the common partnership interests of the Partnership ("General Partner Units") at December 31, 2013. The remaining 1.3% of the common partnership interests ("Limited Partner Units" and, together with the General Partner Units, the "Common Units") are owned by limited partners. As the sole general partner of the Partnership, the General Partner has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Partnership. The General Partner and the Partnership are operated as one enterprise. The management of the General Partner consists of the same members as the management of the Partnership. As the sole general partner with control of the Partnership, the General Partner consolidates the Partnership for financial reporting purposes, and the General Partner does not have any significant assets other than its investment in the Partnership. Therefore, the assets and liabilities of the General Partner and the Partnership are substantially the same.
Limited Partners have the right to redeem their Limited Partner Units, subject to certain restrictions. Pursuant to the Fourth Amended and Restated Agreement of Limited Partnership, as amended (the "Partnership Agreement"), the General Partner is obligated to redeem the Limited Partner Units in shares of its common stock, unless it determines in its reasonable discretion that the issuance of shares of its common stock could cause it to fail to qualify as a REIT. Each Limited Partner Unit shall be redeemed for one share of the General Partner's common stock, or, in the event that the issuance of shares could cause the General Partner to fail to qualify as a REIT, cash equal to the fair market value of one share of the General Partner's common stock at the time of redemption, in each case, subject to certain adjustments described in the Partnership Agreement. The Limited Partner Units are not required, per the terms of the Partnership Agreement, to be redeemed in registered shares of the General Partner. The General Partner also owns preferred partnership interests in the Partnership ("Preferred Units").
We own and operate a portfolio primarily consisting of industrial and office properties and provide real estate services to third-party owners. Substantially all of our Rental Operations (see Note 8) are conducted through the Partnership. We conduct our Service Operations (see Note 8) through Duke Realty Services, LLC, Duke Realty Services Limited Partnership and Duke Construction Limited Partnership ("DCLP"), which are consolidated entities that are 100% owned by a combination of the General Partner and the Partnership. DCLP is owned through a taxable REIT subsidiary.
(2)
Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include our accounts and the accounts of our majority-owned or controlled subsidiaries. The equity interests in these controlled subsidiaries not owned by us are reflected as noncontrolling interests in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Investments in entities that we do not control, and variable interest entities ("VIEs") in which we are not the primary beneficiary, are not consolidated and are reflected as investments in unconsolidated companies under the equity method of reporting.
Reclassifications
Certain amounts in the accompanying consolidated financial statements for 2012 and 2011 have been reclassified to conform to the 2013 consolidated financial statement presentation.

-70-

DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Real Estate Investments
Rental real property, including land, land improvements, buildings and tenant improvements, are included in real estate investments and are generally stated at cost. Construction in process and undeveloped land are included in real estate investments and are stated at cost. Real estate investments also include our equity interests in unconsolidated joint ventures that own and operate rental properties and hold land for development.
Depreciation
Buildings and land improvements are depreciated on the straight-line method over their estimated lives not to exceed 40 and 15 years, respectively, for properties that we develop, and not to exceed 30 and 10 years, respectively, for acquired properties. Tenant improvement costs are depreciated using the straight-line method over the shorter of the useful life of the asset or term of the related lease.
Cost Capitalization
Direct and certain indirect costs clearly associated with the development, construction, leasing or expansion of real estate investments are capitalized as a cost of the property. In addition, all leasing commissions paid to third parties for new leases or lease renewals are capitalized. We capitalize a portion of our indirect costs associated with our construction, development and leasing efforts. In assessing the amount of direct and indirect costs to be capitalized, allocations are made based on estimates of the actual amount of time spent in each activity. We do not capitalize any costs attributable to downtime or to unsuccessful projects.
We capitalize direct and indirect project costs associated with the initial construction of a property up to the time the property is substantially complete and ready for its intended use. In addition, we capitalize costs, including real estate taxes, insurance, and utilities, that have been allocated to vacant space based on the square footage of the portion of the building not held available for immediate occupancy during the extended lease-up periods after construction of the building shell has been completed if costs are being incurred to ready the vacant space for its intended use. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized.
We cease capitalization of all project costs on extended lease-up periods when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the property attains 90% occupancy.
Impairment
We evaluate our real estate assets, with the exception of those that are classified as held-for-sale, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If such an evaluation is considered necessary, we compare the carrying amount of that real estate asset, or asset group, with the expected undiscounted cash flows that are directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of that asset, or asset group. Our estimate of the expected future cash flows used in testing for impairment is based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period and the length of our anticipated holding period and is, therefore, subjective by nature. These assumptions could differ materially from actual results. If our strategy changes or if market conditions otherwise dictate a reduction in the holding period and an earlier sale date, an impairment loss could be recognized and such loss could be material. To the extent the carrying amount of a real estate asset, or asset group, exceeds the associated estimate of undiscounted cash flows, an impairment loss is recorded to reduce the carrying value of the asset to its fair value.
The determination of the fair value of real estate assets is also highly subjective, especially in markets where there is a lack of recent comparable transactions. We primarily utilize the income approach to estimate the fair value of our income producing real estate assets. We utilize marketplace participant assumptions to estimate the fair value of a real estate asset when an impairment charge is required to be measured. The estimation of future cash flows, as

-71-

DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


well as the selection of the discount rate and exit capitalization rate used in applying the income approach, are highly subjective measures in estimating fair value.
Real estate assets classified as held-for-sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell. Once a property is designated as held-for-sale, no further depreciation expense is recorded.
Purchase Accounting
We expense acquisition related costs immediately as period costs. We record assets acquired in step acquisitions at their full fair value and record a gain or loss, within acquisition-related activity in our consolidated Statements of Operations, for the difference between the fair value and the carrying value of our existing equity interest. Additionally, contingencies arising from a business combination are recorded at fair value if the acquisition date fair value can be determined during the measurement period.
We allocate the purchase price of acquired properties to tangible and identified intangible assets based on their respective fair values, using all pertinent information available at the date of acquisition. The allocation to tangible assets (buildings, tenant improvements and land) is based upon management's determination of the value of the property as if it were vacant. This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon internally determined assumptions that we believe are consistent with current market conditions for similar properties. The most important assumptions in determining the allocation of the purchase price to tangible assets are the exit capitalization rate, discount rate, estimated market rents, and hypothetical expected lease-up periods. The purchase price of real estate assets is also allocated to intangible assets consisting of the above or below market component of in-place leases, the value of in-place leases as well as, to the extent applicable, acquired in-place leases that may have a customer relationship intangible value. There have been no customer relationship intangible assets related to any of our acquisitions to date.
The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) management's estimate of the amounts that would be received using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in deferred leasing and other costs in the balance sheet and below market leases are included in other liabilities in the balance sheet; both are amortized to rental income over the remaining terms of the respective leases.
Factors considered in determining the value allocable to in-place leases include estimates, during hypothetical expected lease-up periods, of space that is actually leased at the time of acquisition, of lost rent at market rates, fixed operating costs that will be recovered from tenants, and theoretical leasing commissions required to execute similar leases. These intangible assets are included in deferred leasing and other costs in the balance sheet and are depreciated over the remaining term of the existing lease.
 Joint Ventures
We have equity interests in unconsolidated joint ventures that primarily own and operate rental properties or hold land for development. We consolidate those joint ventures that are considered to be VIEs where we are the primary beneficiary. We analyze our investments in joint ventures to determine if the joint venture is considered a VIE and would require consolidation. We (i) evaluate the sufficiency of the total equity investment at risk, (ii) review the voting rights and decision-making authority of the equity investment holders as a group and whether there are any guaranteed returns, protection against losses, or capping of residual returns within the group and (iii) establish whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination.
To the extent that we (i) are the sole entity that has the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary of the VIE and would consolidate it. At each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary.

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


At December 31, 2012, we had three unconsolidated joint ventures that met the criteria to be considered VIEs. In December 2013, one of those joint ventures sold assets and repaid all of its third-party debt, thus removing the subordinated financial support in the form of the guarantee of the joint venture's debt, which we had previously provided. As the result of these events, we re-evaluated the sufficiency of the joint venture's equity at risk and determined that it no longer met the criteria to be considered a VIE. As such, we evaluated the joint venture for consolidation under the voting interest model and determined that the equity method of accounting was still appropriate due to the fact that both we and our partner had substantive participating rights over the joint venture's operations.
After the aforementioned reconsideration event, there were two unconsolidated joint ventures at December 31, 2013 that met the criteria to be considered VIEs. These two unconsolidated joint ventures were formed with the sole purpose of developing, constructing, leasing, marketing and selling or operating properties. The business activities of these unconsolidated joint ventures have been financed through a combination of equity contributions, partner/member loans, and third-party debt that is guaranteed by a combination of us and the other partner/member of each entity. All significant decisions for these unconsolidated joint ventures, including those decisions that most significantly impact each venture's economic performance, require unanimous approval of each joint venture's partners or members. In certain cases, these decisions also require lender approval. Unanimous approval requirements for these unconsolidated joint ventures include entering into new leases, setting annual operating budgets, selling underlying properties, and incurring additional indebtedness. Because no single entity exercises control over the decisions that most significantly affect each joint venture's economic performance, we determined there to be no individual primary beneficiary and that the equity method of accounting is appropriate.
The following table provides a summary of the carrying value in our consolidated balance sheet, as well as our maximum loss exposure under guarantees for the unconsolidated subsidiaries that we have determined to be VIEs at December 31, 2013 and 2012, respectively (in millions):
 
Carrying Value
Maximum Loss
Exposure
 
December 31, 2013

December 31, 2012

December 31, 2013

December 31, 2012

Investment in unconsolidated companies
$
7.5

$
54.7

$
7.5

$
54.7

Guarantee obligations (1)
$
(18.4
)
$
(23.3
)
$
(112.8
)
$
(144.8
)
 
(1)
We are party to guarantees of the third-party debt of these joint ventures, and our maximum loss exposure is equal to the maximum monetary obligation pursuant to the guarantee agreements. We have also recorded a liability for our probable future obligation under a guarantee to the lender of one of these ventures, which is included within the carrying value of our guarantee obligations. Pursuant to an agreement with the lender, we may make member loans to this joint venture that will reduce our maximum guarantee obligation, which is $13.4 million at December 31, 2013, on a dollar-for-dollar basis. The carrying value of our recorded guarantee obligations is included in other liabilities in our Consolidated Balance Sheets.
To the extent that our joint ventures do not qualify as VIEs, they are consolidated if we control them through majority ownership interests or if we are the managing entity (general partner or managing member) and our partner does not have substantive participating rights. Control is further demonstrated by our ability to unilaterally make significant operating decisions, refinance debt and sell the assets of the joint venture without the consent of the non-managing entity and the inability of the non-managing entity to remove us from our role as the managing entity. Consolidated joint ventures that are not VIEs are not significant in any period presented in these consolidated financial statements.
We use the equity method of accounting for those joint ventures where we exercise significant influence but do not have control. Under the equity method of accounting, our investment in each joint venture is included on our balance sheet; however, the assets and liabilities of the joint ventures for which we use the equity method are not included on our balance sheet.
To the extent that we contribute assets to a joint venture, our investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. To the extent that our cost basis is different than the basis reflected at the joint venture level, the basis difference is amortized over the life of the related asset and included in our share of equity in net income of the joint venture. We recognize gains on the contribution or sale of

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


real estate to joint ventures, relating solely to the outside partner's interest, to the extent the economic substance of the transaction is a sale.
When circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss in value is other than temporary. If we conclude it is other than temporary we recognize an impairment charge to reflect the equity investment at fair value.
Cash Equivalents
Investments with an original maturity of three months or less are classified as cash equivalents.
Valuation of Receivables
We reserve the entire receivable balance, including straight-line rent, of any tenant with an amount outstanding over 90 days. Additional reserves are recorded for more current amounts, as applicable, where we have determined collectability to be doubtful. Straight-line rent receivables for any tenant with long-term risk, regardless of the status of current rent receivables, are reviewed and reserved as necessary.
Deferred Costs
Costs incurred in connection with obtaining financing are deferred and are amortized to interest expense over the term of the related loan. All direct and indirect costs, including estimated internal costs, associated with the leasing of real estate investments owned by us are capitalized and amortized over the term of the related lease. We include lease incentive costs, which are payments made on behalf of a tenant to sign a lease, in deferred leasing costs and amortize them on a straight-line basis over the respective lease terms as a reduction of rental revenues. We include as lease incentives amounts funded to construct tenant improvements owned by the tenant. Unamortized costs are charged to expense upon the early termination of the lease or upon early payment of the financing.
Deferred leasing and other costs at December 31, 2013 and 2012, excluding such costs for properties classified as held-for-sale, were as follows (in thousands):
 
2013
 
2012
Deferred leasing costs
$
477,374

 
$
466,856

Acquired lease-related intangible assets
383,654

 
403,018

 
$
861,028

 
$
869,874

 
 
 
 
Accumulated amortization - deferred leasing costs
$
(247,081
)
 
$
(236,335
)
Accumulated amortization - acquired lease-related intangible assets
(146,968
)
 
(135,712
)
Total
$
466,979

 
$
497,827

The expected future amortization, or charge to rental income, of acquired lease-related intangible assets is summarized in the table below (in thousands):
Year
Amortization Expense
 
Charge to Rental Income
2014
$
54,623

 
$
2,265

2015
41,420

 
1,741

2016
32,610

 
1,419

2017
26,159

 
1,176

2018
19,557

 
1,007

Thereafter
51,893

 
2,816

 
$
226,262

 
$
10,424

Convertible Debt Accounting
Our 3.75% Exchangeable Senior Notes ("Exchangeable Notes") were issued in November 2006 and had an exchange rate of 20.47 common shares per $1,000 principal amount of the notes, representing an exchange price of $48.85 per common share. We repaid the Exchangeable Notes at the first contractual redemption date in December

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2011. We accounted for the debt and equity components of our Exchangeable Notes separately, with the value assigned to the debt component equal to the estimated fair value of debt with similar contractual cash flows, but without the conversion feature, resulting in the debt being recorded at a discount. The resulting debt discount was amortized over the period from its issuance through the date of repayment as additional non-cash interest expense.
Interest expense was recognized on the Exchangeable Notes at an effective rate of 5.62%. The increase to interest expense (in thousands) on the Exchangeable Notes, which led to a corresponding decrease to net income, for the year ended December 31, 2011 is summarized as follows: 
 
2011
Interest expense on Exchangeable Notes, excluding effect of accounting for convertible debt
$
5,769

Effect of accounting for convertible debt
2,090

Total interest expense on Exchangeable Notes
$
7,859

Noncontrolling Interests
Noncontrolling interests relate to the minority ownership interests in the Partnership and interests in consolidated property partnerships that are not wholly-owned by the General Partner or the Partnership. Noncontrolling interests are subsequently adjusted for additional contributions, distributions to noncontrolling holders and the noncontrolling holders' proportionate share of the net earnings or losses of each respective entity. We report noncontrolling interests as a component of total equity.
When a Unit is redeemed (Note 1), the change in ownership is treated as an equity transaction by the General Partner and there is no effect on its earnings or net assets.
Revenue Recognition
Rental and Related Revenue
The timing of revenue recognition under an operating lease is determined based upon ownership of the tenant improvements. If we are the owner of the tenant improvements, revenue recognition commences after the improvements are completed and the tenant takes possession or control of the space. If we determine that the tenant allowances or improvements we are funding are lease incentives, then we commence revenue recognition when possession or control of the space is turned over to the tenant. Rental income from leases is recognized on a straight-line basis.
We record lease termination fees when a tenant has executed a definitive termination agreement with us and the payment of the termination fee is not subject to any material conditions that must be met or waived before the fee is due to us.
General Contractor and Service Fee Revenue
Management fees are based on a percentage of rental receipts of properties managed and are recognized as the rental receipts are collected. Maintenance fees are based upon established hourly rates and are recognized as the services are performed. Construction management and development fees represent fee-based third-party contracts and are recognized as earned based on the percentage of completion method.
We recognize income on construction contracts where we serve as a general contractor on the percentage of completion method. Using this method, profits are recorded based on our estimates of the percentage of completion of individual contracts, commencing when the work performed under the contracts reaches a point where the final costs can be estimated with reasonable accuracy. The percentage of completion estimates are based on a comparison of the contract expenditures incurred to the estimated final costs. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined. To the extent that a fixed-price contract is estimated to result in a loss, the loss is recorded immediately.

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Unbilled and overbilled receivables on construction contracts totaled $9.9 million and $7.8 million, respectively, at December 31, 2013 and $18.4 million and $2.4 million, respectively, at December 31, 2012. Overbilled receivables are included in other liabilities in the Consolidated Balance Sheets.
Property Sales
Gains on sales of all properties are recognized in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-20. The specific timing of the sale of a building is measured against various criteria in FASB ASC 360-20 related to the terms of the transactions and any continuing involvement in the form of management or financial assistance from the seller associated with the properties. We make judgments based on the specific terms of each transaction as to the amount of the total profit from the transaction that we recognize considering factors such as continuing ownership interest we may have with the buyer ("partial sales") and our level of future involvement with the property or the buyer that acquires the assets. If the full accrual sales criteria are not met, we defer gain recognition and account for the continued operations of the property by applying the finance, installment or cost recovery methods, as appropriate, until the full accrual sales criteria are met. Estimated future costs to be incurred after completion of each sale are included in the determination of the gain on sales.
To the extent that a property has had operations prior to sale, and that we do not have continuing involvement with the property, gains from sales of depreciated property are included in discontinued operations and the proceeds from the sale of these held-for-rental properties are classified in the investing activities section of the Consolidated Statements of Cash Flows.
Rental properties that do not meet the criteria for presentation as discontinued operations are classified as gain on sale of properties in the Consolidated Statements of Operations and Comprehensive Income.
Net Income (Loss) Per Common Share or Common Unit
Basic net income (loss) per common share or Common Unit is computed by dividing net income (loss) attributable to common shareholders or common unitholders, less dividends or distributions on share-based awards expected to vest (referred to as "participating securities" and primarily composed of unvested restricted stock units), by the weighted average number of common shares or Common Units outstanding for the period.

Diluted net income (loss) per common share is computed by dividing the sum of basic net income (loss) attributable to common shareholders and the noncontrolling interest in earnings allocable to Limited Partner Units (to the extent the Limited Partner Units are dilutive) by the sum of the weighted average number of common shares outstanding and, to the extent they are dilutive, Units outstanding and any potential dilutive securities for the period. Diluted net income (loss) per Common Unit is computed by dividing the basic net income (loss) attributable to common unitholders by the sum of the weighted average number of Common Units outstanding and any potential dilutive securities for the period.

The following table reconciles the components of basic and diluted net income (loss) per common share or Common Unit (in thousands): 


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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 
2013
 
2012
 
2011
General Partner
 
 
 
 
 
Net income (loss) attributable to common shareholders
$
153,044

 
$
(126,145
)
 
$
31,416

Less: Dividends on participating securities
(2,678
)
 
(3,075
)
 
(3,243
)
Basic net income (loss) attributable to common shareholders
150,366

 
(129,220
)
 
28,173

Noncontrolling interest in earnings of common unitholders
2,094

 

 
859

Diluted net income (loss) attributable to common shareholders
$
152,460

 
$
(129,220
)
 
$
29,032

Weighted average number of common shares outstanding
322,133

 
267,900

 
252,694

Weighted average Limited Partner Units outstanding
4,392

 

 
6,904

Other potential dilutive shares
187

 

 

Weighted average number of common shares and potential dilutive securities
326,712

 
267,900

 
259,598

 
 
 
 
 
 
Partnership
 
 
 
 
 
Net income (loss) attributable to common unitholders
$
155,138

 
$
(128,418
)
 
$
32,275

Less: Distributions on participating securities
(2,678
)
 
(3,075
)
 
(3,243
)
Basic and diluted net loss attributable to common unitholders
$
152,460

 
$
(131,493
)
 
$
29,032

Weighted average number of Common Units outstanding
326,525

 
272,729

 
259,598

Other potential dilutive units
187

 

 

Weighted average number of Common Units and potential dilutive securities
326,712

 
272,729

 
259,598

The Limited Partner Units are anti-dilutive to the General Partner for the year ended December 31, 2012, as a result of the net loss for this period. In addition, substantially all potential shares related to our stock-based compensation plans are anti-dilutive for all years presented and potential shares related to our Exchangeable Notes, which were repaid in December 2011, were anti-dilutive for the year ended December 31, 2011. The following table summarizes the data that is excluded from the computation of net income (loss) per common share or Common Unit as a result of being anti-dilutive (in thousands): 
 
2013
 
2012
 
2011
General Partner
 
 
 
 
 
Noncontrolling interest in loss of common unitholders
$

 
$
(2,273
)
 
$

Weighted average Limited Partner Units outstanding

 
4,829

 

General Partner and Partnership
 
 
 
 
 
Other potential dilutive shares or units:
 
 
 
 
 
Anti-dilutive outstanding potential shares or units under fixed stock option and other stock-based compensation plans
1,373

 
1,859

 
1,677

Anti-dilutive potential shares under the Exchangeable Notes

 

 
3,140

Outstanding participating securities
3,871

 
4,099

 
4,780

Other Comprehensive Income
In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, Other Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"), which was effective for us beginning with the three months ended March 31, 2013. ASU 2013-02 requires presentation of significant amounts reclassified out of accumulated other comprehensive income. Activity within other comprehensive income or loss includes the amortization to interest expense, over the lives of previously hedged loans, of the values of interest rate swaps that have been settled, as well as changes in the fair values of currently outstanding interest rate swaps that we have designated as cash flow hedges. Activity within other comprehensive income is not material for any individual type of activity, as well as for all activities in the aggregate, for all periods presented in this Report.
Federal Income Taxes
General Partner
The General Partner has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended. To qualify as a REIT, the General Partner must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of its REIT taxable income to its shareholders. Management intends to continue to adhere to these requirements and to maintain the General Partner's REIT status. As a REIT,

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


the General Partner is entitled to a tax deduction for the dividends it pays to shareholders. Accordingly, the General Partner generally will not be subject to federal income taxes as long as it currently distributes to shareholders an amount equal to or in excess of its taxable income. The General Partner is also generally subject to federal income taxes on any taxable income that is not currently distributed to its shareholders. If the General Partner fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes and may not be able to qualify as a REIT for four subsequent taxable years.
REIT qualification reduces, but does not eliminate, the amount of state and local taxes we pay. In addition, our financial statements include the operations of taxable corporate subsidiaries that are not entitled to a dividends paid deduction and are subject to federal, state and local income taxes. As a REIT, the General Partner may also be subject to certain federal excise taxes if it engages in certain types of transactions.
The following table reconciles the General Partner's net income (loss) to taxable income (loss) before the dividends paid deduction, and subject to the 90% distribution requirement, for the years ended December 31, 2013, 2012 and 2011 (in thousands): 
 
2013
 
2012
 
2011
Net income (loss)
$
196,549

 
$
(75,868
)
 
$
96,309

Book/tax differences
49,383

 
148,462

 
(12,885
)
Taxable income before the dividends paid deduction
245,932

 
72,594

 
83,424

Less: capital gains
(108,938
)
 

 

Adjusted taxable income subject to the 90% distribution requirement
$
136,994

 
$
72,594

 
$
83,424

The General Partner's dividends paid deduction is summarized below (in thousands): 
 
2013
 
2012
 
2011
Total Cash dividends paid
$
251,914

 
$
228,330

 
$
232,203

Less: Return of capital
(2,507
)
 
(152,670
)
 
(144,208
)
Dividends paid deduction
249,407

 
75,660

 
87,995

Less: Capital gain distributions
(108,938
)
 

 

Dividends paid deduction attributable to adjusted taxable income subject to the 90% distribution requirement
$
140,469

 
$
75,660

 
$
87,995

A summary of the tax characterization of the dividends paid by the General Partner for the years ended December 31, 2013, 2012 and 2011 follows:
 
2013
 
2012
 
2011
Common Shares
 
 
 
 
 
Ordinary income
52.6
%
 
14.1
%
 
3.3
%
Return of capital
4.4
%
 
85.9
%
 
96.7
%
Capital gains
43.0
%
 
%
 
%
 
100.0
%
 
100.0
%
 
100.0
%
Preferred Shares
 
 
 
 
 
Ordinary income
55.0
%
 
100.0
%
 
100.0
%
Capital gains
45.0
%
 
%
 
%
 
100.0
%
 
100.0
%
 
100.0
%
Partnership
For the Partnership, the allocated share of income and loss other than the operations of its taxable REIT subsidiary is included in the income tax returns of its partners; accordingly the only federal income taxes included in the accompanying consolidated financial statements of the Partnership are in connection with its taxable REIT subsidiary.



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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Deferred Tax Assets
A full valuation allowance for the deferred tax assets of the taxable REIT subsidiary was maintained for 2013, 2012 and 2011.  Based on the level of historical taxable income and projections of taxable income under our current operating strategy, management believes that it is more likely than not that the taxable REIT subsidiary will not generate sufficient taxable income to realize any of its deferred tax assets.  Income taxes are not material to our operating results or financial position. Our taxable REIT subsidiary has no significant net deferred income tax positions or unrecognized tax benefit items.
Cash Paid for Income Taxes
We paid state and local income taxes of $830,000, $580,000 and $340,000 in 2013, 2012 and 2011, respectively.
Fair Value Measurements
We follow the framework established under accounting standard FASB ASC 820 for measuring fair value of non-financial assets and liabilities that are not required or permitted to be measured at fair value on a recurring basis but only in certain circumstances, such as a business combination.
Assets and liabilities recorded at fair value on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities to which we have access.
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as there is little, if any, related market activity.
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Use of Estimates
The preparation of the financial statements requires management to make a number of estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The most significant estimates, as discussed within our Summary of Significant Accounting Policies, pertain to the critical assumptions utilized in testing real estate assets for impairment, estimating the fair value of real estate assets when an impairment event has taken place and allocating the purchase price of acquired properties to tangible and intangible assets based on their respective fair values. Actual results could differ from those estimates.
(3)
Significant Acquisitions and Dispositions
Acquisitions and dispositions for the periods presented were completed in accordance with our strategy to reposition our investment concentration among product types and further diversify our geographic presence. With the exception of certain properties that have been sold or classified as held for sale, the results of operations for all acquired properties have been included in continuing operations within our consolidated financial statements since their respective dates of acquisition.


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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2013 Acquisitions
We acquired 17 operating properties during the year ended December 31, 2013. These acquisitions consisted of one industrial property in South Florida, one industrial property in Chicago, Illinois, three industrial properties in Central and Southern New Jersey, three industrial properties in Southern California, two industrial properties in Central California, one industrial property in Houston, Texas, one industrial property near Kansas City, Missouri, one industrial property near St. Louis, Missouri, two industrial properties in Northeast and Central Pennsylvania, one industrial property near Indianapolis, Indiana and one medical office property in Central Florida. The following table summarizes the fair value of amounts recognized for each major class of asset and liability (in thousands) for these acquisitions:
Real estate assets
$
488,294

Lease-related intangible assets
67,167

Total acquired assets
555,461

Secured debt
103,638

Below market lease liability
2,153

Other liabilities
2,201

Total assumed liabilities
107,992

Fair value of acquired net assets
$
447,469


The leases in the acquired properties had a weighted average remaining life at acquisition of approximately 7.9 years.
We have included $24.7 million in rental revenues, $1.4 million in rental expenses and $3.6 million in real estate taxes in continuing operations during 2013 for these properties since their respective dates of acquisition.

2012 Acquisitions

We acquired 37 operating properties during the year ended December 31, 2012. These acquisitions consisted of three industrial properties near Chicago, Illinois, two industrial properties in Columbus, Ohio, one industrial property in Southern California, two industrial properties in Northern California, one industrial property in Atlanta, Georgia, one industrial property in Houston, Texas and 27 medical office properties in various markets. The following table summarizes our allocation of the fair value of amounts recognized for each major class of asset and liability (in thousands) for these acquisitions:
Real estate assets
$
668,149

Lease-related intangible assets
111,509

Other assets
5,714

Total acquired assets
785,372

Secured debt
100,826

Other liabilities
11,928

Total assumed liabilities
112,754

Fair value of acquired net assets
$
672,618

The leases in the acquired properties had a weighted average remaining life at acquisition of approximately 8.8 years.

We have included $28.5 million in rental revenues, $3.6 million in rental expenses and $3.8 million in real estate taxes in continuing operations during 2012 for these properties since their respective dates of acquisition.




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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Fair Value Measurements
The fair value estimates used in allocating the aggregate purchase price of each acquisition among the individual components of real estate assets and liabilities were determined primarily through calculating the "as-if vacant" value of each building, using the income approach, and relied significantly upon internally determined assumptions. We have determined these estimates to have been primarily based upon Level 3 inputs, which are unobservable inputs based on our own assumptions. The range of most significant assumptions utilized in making the lease-up and future disposition estimates used in calculating the "as-if vacant" value of each building acquired during 2013 and 2012 are as follows: 
 
2013
 
2012
 
Low
High
 
Low
High
Discount rate
6.49%
9.67%
 
7.13%
10.78%
Exit capitalization rate
5.09%
7.67%
 
5.75%
8.88%
Lease-up period (months)
12
24
 
6
36
Net rental rate per square foot - Industrial
$2.90
$8.28
 
$2.75
$7.62
Net rental rate per square foot - Medical Office
$18.00
$18.00
 
$13.20
$26.14
Acquisition-Related Activity
The acquisition-related activity in our consolidated Statements of Operations and Comprehensive Income consisted of transaction costs for completed acquisitions, which are expensed as incurred, as well as gains or losses related to acquisitions where we had a pre-existing non-controlling ownership interest. Acquisition-related activity for the years ended December 31, 2013, 2012 and 2011 includes transaction costs of $4.1 million, $4.2 million and $2.3 million, respectively. In 2013 and 2011, we recognized gains of $962,000 and $1.1 million, respectively, related to acquisitions of properties from unconsolidated joint ventures.
Dispositions
We disposed of income-producing real estate assets and undeveloped land and received net cash proceeds of $740.0 million, $138.1 million and $1.57 billion in 2013, 2012 and 2011, respectively.
Included in the building dispositions in 2013 is the sale of 18 medical office properties in various markets, which totaled 1.1 million square feet and were sold for $285.9 million. The properties sold were in markets, or were associated with health systems, where we did not believe there to be significant future growth potential.
During the year ended December 31, 2013, 19 office properties and one industrial property were sold from certain of our unconsolidated joint ventures for which our capital distributions totaled $92.3 million. Our share of gains from joint venture property sales, which are included in equity in earnings, related almost entirely to these sales and totaled $51.2 million.
Included in the building dispositions in 2011 is the sale of substantially all of our wholly-owned suburban office real estate properties in Atlanta, Chicago, Columbus, Dallas, Minneapolis, Orlando and Tampa, consisting of 79 buildings that had an aggregate of 9.8 million square feet, to affiliates of Blackstone Real Estate Partners. The sales price was approximately $1.06 billion which, after settlement of certain working capital items and the payment of applicable transaction costs, was received in a combination of approximately $1.02 billion in cash and the assumption by the buyer of mortgage debt with a face value of approximately $24.9 million.
Also included in the building dispositions in 2011 is the sale of 13 suburban office buildings, totaling over 2.0 million square feet, to an existing 20%-owned unconsolidated joint venture. These buildings were sold to the unconsolidated joint venture for an agreed value of $342.8 million, of which our 80% share of proceeds totaled $273.7 million.
All other dispositions were not individually material.


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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(4)
Related Party Transactions
We provide property management, asset management, leasing, construction and other tenant-related services to unconsolidated companies in which we have equity interests. We recorded the corresponding fees based on contractual terms that approximate market rates for these types of services and have eliminated our ownership percentage of these fees in the consolidated financial statements. The following table summarizes the fees earned from these companies, prior to elimination, for the years ended December 31, 2013, 2012 and 2011, respectively (in thousands): 
 
2013
 
2012
 
2011
Management fees
$
9,010

 
$
11,018

 
$
10,090

Leasing fees
2,260

 
3,411

 
4,417

Construction and development fees
5,138

 
4,739

 
6,711

(5)
Investments in Unconsolidated Companies
As of December 31, 2013, we had equity interests in 19 unconsolidated joint ventures that primarily own and operate rental properties and hold land for development.
Combined summarized financial information for the unconsolidated companies at December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012 and 2011, are as follows (in thousands):
 
 
2013
 
2012
 
2011
Rental revenue
$
240,064

 
$
291,534

 
$
272,937

Gain on sale of properties
$
121,404

 
$
6,792

 
$
2,304

Net income
$
116,832

 
$
3,125

 
$
10,709

 
 
 
 
 
 
Equity in earnings of unconsolidated companies
$
54,116

 
$
4,674

 
$
4,565

 
 
 
 
 
 
Land, buildings and tenant improvements, net
$
1,656,231

 
$
1,991,823

 
 
Construction in progress
12,338

 
61,663

 
 
Undeveloped land
126,556

 
175,143

 
 
Other assets
206,414

 
289,173

 
 
 
$
2,001,539

 
$
2,517,802

 
 
 
 
 
 
 
 
Indebtedness
$
890,513

 
$
1,314,502

 
 
Other liabilities
93,291

 
70,519

 
 
 
983,804

 
1,385,021

 
 
Owners' equity
1,017,735

 
1,132,781

 
 
 
$
2,001,539

 
$
2,517,802

 
 
 
 
 
 
 
 
Investments in and advances to unconsolidated companies (1)
$
342,947

 
$
372,256

 
 
(1) Differences between the net investment in our unconsolidated joint ventures and our underlying equity in the net assets of the ventures are primarily a result of previous impairments related to our investment in the unconsolidated joint ventures, basis differences associated with the sales of properties to joint ventures in which we retained an ownership interest and loans we have made to the joint ventures. These adjustments have resulted in an aggregate difference reducing our investments in unconsolidated joint ventures by $4.2 million and $15.2 million as of December 31, 2013 and 2012, respectively. Differences between historical cost basis and the basis reflected at the joint venture level (other than loans and impairments) are typically depreciated over the life of the related asset.




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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The scheduled principal payments of long term debt for the unconsolidated joint ventures for each of the next five years and thereafter as of December 31, 2013 are as follows (in thousands):
Year
Future Repayments
2014
$
178,112

2015
133,749

2016
116,492

2017
338,054

2018
3,769

Thereafter
119,112

 
$
889,288

(6)
Discontinued Operations and Assets Held for Sale

The following table illustrates the number of sold or held-for-sale properties included in, or excluded from, discontinued operations:
 
Held For Sale at December 31, 2013
 
Sold in 2013
 
Sold in 2012
 
Sold in 2011
 
Total
Office
0
 
12
 
10
 
93
 
115
Industrial
9
 
6
 
17
 
7
 
39
Medical Office
2
 
6
 
0
 
0
 
8
Retail
0
 
1
 
1
 
1
 
3
  Total properties included in discontinued operations
11
 
25
 
28
 
101
 
165
Properties excluded from discontinued operations
1
 
13
 
0
 
18
 
32
    Total properties sold or classified as held-for-sale
12
 
38
 
28
 
119
 
197
We allocate interest expense to discontinued operations and have included such interest expense in computing income from discontinued operations. Interest expense allocable to discontinued operations includes interest on any secured debt for properties included in discontinued operations and an allocable share of our consolidated unsecured interest expense for unencumbered properties. The allocation of unsecured interest expense to discontinued operations was based upon the gross book value of the unencumbered real estate assets included in discontinued operations as it related to the total gross book value of our unencumbered real estate assets.
The following table illustrates the operations of the buildings reflected in discontinued operations for the years ended December 31, 2013, 2012 and 2011, respectively (in thousands):
 
 
2013
 
2012
 
2011
Revenues
$
46,066

 
$
71,028

 
$
250,807

Operating expenses
(17,777
)
 
(26,139
)
 
(110,634
)
Depreciation and amortization
(15,600
)
 
(30,404
)
 
(80,609
)
Operating income
12,689

 
14,485

 
59,564

Interest expense
(10,928
)
 
(18,271
)
 
(61,041
)
Income (loss) before gain on sales
1,761

 
(3,786
)
 
(1,477
)
Gain on sale of depreciable properties
133,242

 
13,467

 
100,882

Income from discontinued operations
$
135,003

 
$
9,681

 
$
99,405

Dividends or distributions on preferred shares or Preferred Units and adjustments for the redemption or repurchase of preferred shares or Preferred Units are allocated entirely to continuing operations for both the General Partner and the Partnership.
Allocation of Noncontrolling Interests - General Partner
The following table illustrates the General Partner's share of the income (loss) attributable to common shareholders from continuing operations and discontinued operations, reduced by the allocation of income or loss between

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


continuing and discontinued operations to noncontrolling interests, for the years ended December 31, 2013, 2012 and 2011, respectively (in thousands):
 
2013
 
2012
 
2011
Income (loss) from continuing operations attributable to common shareholders
$
23,126

 
$
(135,655
)
 
$
(65,345
)
Income from discontinued operations attributable to common shareholders
129,918

 
9,510

 
96,761

Net income (loss) attributable to common shareholders
$
153,044

 
$
(126,145
)
 
$
31,416


Allocation of Noncontrolling Interests - Partnership
Substantially all of the income from discontinued operations for all periods presented in the Partnership's Consolidated Statements of Operations and Comprehensive Income is attributable to the common unitholders, with the exception of the 2013 sale of a property from a consolidated real estate joint venture.
Properties Held for Sale
At December 31, 2013, we classified eleven in-service properties as held-for-sale, which were included in discontinued operations. Additionally, we have classified one in-service property as held-for-sale, but have included the results of operations of this property in continuing operations because of continuing involvement through a management agreement. At December 31, 2012, we classified two in-service properties as held-for-sale. The following table illustrates aggregate balance sheet information of these held-for-sale properties (in thousands):

 
December 31, 2013
 
December 31, 2012
Real estate investment, net
$
47,592

 
$
24,994

Other assets
9,874

 
5,943

Total assets held-for-sale
$
57,466

 
$
30,937

 
 
 
 
Accrued expenses
$
1,481

 
$
94

Other liabilities
594

 
713

Total liabilities held-for-sale
$
2,075

 
$
807


(7)
Indebtedness
All debt is held directly or indirectly by the Partnership. The General Partner itself does not have any indebtedness, but does guarantee the unsecured debt of the Partnership.
Indebtedness at December 31, 2013 and 2012 consists of the following (in thousands):
 
 
Maturity Date
 
Weighted Average Interest Rate
 
Weighted Average Interest Rate
 
 
 
 
 
 
2013
 
2012
 
2013
 
2012
Fixed rate secured debt
2014 to 2027
 
6.23
%
 
6.19
%
 
$
1,081,035

 
$
1,149,541

Variable rate secured debt
2014 to 2025
 
2.11
%
 
2.01
%
 
19,089

 
18,412

Unsecured debt
2015 to 2028
 
5.36
%
 
6.17
%
 
3,066,252

 
2,993,217

Unsecured line of credit
2015
 
1.42
%
 
1.47
%
 
88,000

 
285,000

 
 
 
 
 
 
 
$
4,254,376

 
$
4,446,170

Secured Debt
At December 31, 2013, our secured debt was collateralized by rental properties with a carrying value of $1.9 billion and by letters of credit in the amount of $4.4 million.
The fair value of our fixed rate secured debt at December 31, 2013 was $1.1 billion. Because our fixed rate secured debt is not actively traded in any marketplace, we utilized a discounted cash flow methodology to determine its fair value. Accordingly, we calculated fair value by applying an estimate of the current market rate to discount the debt's remaining contractual cash flows. Our estimate of a current market rate, which is the most significant input in the

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. The estimated rates ranged from 3.90% to 5.30%, depending on the attributes of the specific loans. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value for our fixed rate secured debt was primarily based upon Level 3 inputs.
We assumed three secured loans in conjunction with our acquisition activity in 2013. These assumed loans had a total face value of $99.3 million and a fair value of $103.6 million. These assumed loans had a weighted average remaining term at acquisition of 1.8 years and carry a weighted average stated interest rate of 5.59%. We used an estimated market interest rate of 3.00% in determining the fair value of these loans. Between the date of acquisition and the end of the most recent reporting period, interest rates increased, resulting in our estimated market interest rate for these loans increasing to 3.90%.
We assumed nine secured loans in conjunction with our acquisition activity in 2012. These assumed loans had a total face value of $96.1 million and fair value of $100.8 million. These assumed loans carry a weighted average stated interest rate of 5.56% and had a weighted average remaining term at acquisition of 2.4 years. We used an estimated market rate of 3.50% in determining the fair value of these loans.
In 2012, a newly formed subsidiary, consolidated by both the General Partner and the Partnership, borrowed $13.3 million on a secured note bearing interest at a variable rate of LIBOR plus 2.50% (equal to 2.67% for outstanding borrowings as of December 31, 2013) and maturing June 29, 2017.
During the year ended December 31, 2013, we repaid twelve secured loans, at their maturity dates, totaling $153.8 million. These loans had a weighted average stated interest rate of 5.52%.
During the year ended December 31, 2012, we repaid five secured loans at their maturity dates totaling $102.1 million. These loans had a weighted average stated interest rate of 6.08%.
Unsecured Debt
At December 31, 2013, with the exception of the $250.0 million variable rate term note described below, all of our unsecured debt bore interest at fixed rates and primarily consisted of unsecured notes that are publicly traded. We utilized broker estimates in estimating the fair value of our fixed rate unsecured debt. Our unsecured notes are thinly traded and, in certain cases, the broker estimates were not based upon comparable transactions. The broker estimates took into account any recent trades within the same series of our fixed rate unsecured debt, comparisons to recent trades of other series of our fixed rate unsecured debt, trades of fixed rate unsecured debt from companies with profiles similar to ours, as well as overall economic conditions. We reviewed these broker estimates for reasonableness and accuracy, considering whether the estimates were based upon market participant assumptions within the principal and most advantageous market and whether any other observable inputs would be more accurate indicators of fair value than the broker estimates. We concluded that the broker estimates were representative of fair value. We have determined that our estimation of the fair value of our fixed rate unsecured debt was primarily based upon Level 3 inputs, as defined. The estimated trading values of our fixed rate unsecured debt, depending on the maturity and coupon rates, ranged from 92.00% to 124.00% of face value.
We utilize a discounted cash flow methodology in order to estimate the fair value of our variable rate term loan. The net present value of the difference between future contractual interest payments and future interest payments based on our estimate of a current market rate represents the difference between the book value and the fair value. Our estimate of a current market rate was based on estimated market spreads and the quoted yields on federal government treasury securities with similar maturity dates.
We took the following actions during 2013 and 2012 as it pertains to our unsecured indebtedness:
In December 2013, we issued $250.0 million of unsecured notes that bear interest at 3.875%, have an effective rate of 3.91%, and mature on February 15, 2021.
During the year ended December 31, 2013, we repaid three unsecured notes totaling $675.0 million. These notes had a weighted average effective rate of 6.37% and a weighted average stated rate of 5.57%. An unsecured note was repaid prior to its maturity date, and we incurred a loss on extinguishment of $9.4

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


million, which related to a make-whole payment to the bondholders as well as the write-off of unamortized deferred financing costs.
In May 2013, we issued and fully drew down on a term loan with an aggregate commitment of $250.0 million that bears interest at a variable rate of LIBOR plus 1.35% (equal to 1.52% for outstanding borrowings at December 31, 2013) and matures May 14, 2018.
In March 2013, we issued $250.0 million of unsecured notes that bear interest at 3.625%, have an effective rate of 3.72%, and mature on April 15, 2023.
In October 2012, we repaid $50.0 million of medium term notes, which had an effective interest rate of 5.45%, at their scheduled maturity date.
In September 2012, we issued $300.0 million of unsecured notes that bear interest at 3.875%, have an effective rate of 3.925%, and mature on October 15, 2022.
In August 2012, we repaid $150.0 million of senior unsecured notes, which had an effective interest rate of 6.01%, at their scheduled maturity date.
In July 2012, one of our consolidated subsidiaries repaid $21.0 million of variable rate unsecured debt, which bore interest at a rate of LIBOR plus 0.85%, at its scheduled maturity date.
In June 2012, we issued $300.0 million of senior unsecured notes that bear interest at 4.375%, have an effective rate of 4.466% and mature on June 15, 2022.
The indentures (and related supplemental indentures) governing our outstanding series of notes also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants at December 31, 2013.
Unsecured Line of Credit
Our unsecured line of credit at December 31, 2013 is described as follows (in thousands):
 
 
 
 
 
 
Outstanding Balance at 
Description
Borrowing Capacity
 
Maturity Date
 
December 31, 2013
Unsecured Line of Credit – Partnership
$
850,000

 
December 2015
 
$
88,000

The Partnership's unsecured line of credit has an interest rate on borrowings of LIBOR plus 1.25% (equal to 1.42% for borrowings at December 31, 2013) and a maturity date of December 2015. Subject to certain conditions, the terms also include an option to increase the facility by up to an additional $400.0 million, for a total of up to $1.25 billion.
This line of credit provides us with an option to obtain borrowings from financial institutions that participate in the line at rates that may be lower than the stated interest rate, subject to certain restrictions.
This line of credit contains financial covenants that require us to meet certain financial ratios and defined levels of performance, including those related to total fixed charge coverage, unsecured interest expense coverage and debt-to-asset value (with asset value being defined in the Partnership's unsecured line of credit agreement). At December 31, 2013, we were in compliance with all covenants under this line of credit.
To the extent that there are outstanding borrowings, we utilize a discounted cash flow methodology in order to estimate the fair value of our unsecured line of credit. The net present value of the difference between future contractual interest payments and future interest payments based on our estimate of a current market rate represents the difference between the book value and the fair value. Our estimate of a current market rate was based on estimated market spreads and the quoted yields on federal government treasury securities with similar maturity dates. The current market rate of 1.47% that we utilized was internally estimated; therefore, we have concluded that our determination of fair value for our unsecured line of credit was primarily based upon Level 3 inputs.
Through July 2012, a consolidated subsidiary had an unsecured line of credit that allowed for borrowings up to $30.0 million and bore interest at a rate of LIBOR plus 0.85%. This unsecured line of credit was used to fund development activities within the consolidated subsidiary and the outstanding balance of $20.3 million was repaid at its maturity in July 2012.

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Changes in Fair Value
As all of our fair value debt disclosures relied primarily on Level 3 inputs, the following table summarizes the book value and changes in the fair value of our debt for the year ended December 31, 2013 (in thousands): 
 
Book Value at
 
Book Value at
 
Fair Value at
 
Issuances
 
 
 
Adjustments
 
Fair Value at
 
December 31, 2012
 
December 31, 2013
 
December 31, 2012
 
and
Assumptions
 
Payoffs
 
to Fair
Value
 
December 31, 2013
Fixed rate secured debt
$
1,149,541

 
$
1,081,035

 
$
1,251,477

 
$
103,638

 
$
(167,932
)
 
$
(41,466
)
 
$
1,145,717

Variable rate secured debt
18,412

 
19,089

 
18,386

 
1,933

 
(1,256
)
 
26

 
19,089

Unsecured debt
2,993,217

 
3,066,252

 
3,336,386

 
750,000

 
(676,965
)
 
(158,903
)
 
3,250,518

Unsecured line of credit
285,000

 
88,000

 
285,632

 

 
(197,000
)
 
(249
)
 
88,383

Total
$
4,446,170

 
$
4,254,376

 
$
4,891,881

 
$
855,571

 
$
(1,043,153
)
 
$
(200,592
)
 
$
4,503,707

 
Scheduled Maturities and Interest Paid
At December 31, 2013, the scheduled amortization and maturities of all indebtedness, excluding fair value and other accounting adjustments, for the next five years and thereafter were as follows (in thousands):
 
Year
Amount
2014
$
84,060

2015
546,004

2016
530,439

2017
568,268

2018
557,937

Thereafter
1,961,007

 
$
4,247,715

The amount of interest paid in 2013, 2012 and 2011 was $254.2 million, $246.1 million and $261.2 million, respectively. The amount of interest capitalized in 2013, 2012 and 2011 was $16.8 million, $9.4 million and $4.3 million, respectively.
(8)
Segment Reporting
We have four reportable operating segments at December 31, 2013, the first three of which consist of the ownership and rental of (i) industrial, (ii) office and (iii) medical office real estate investments. The operations of our industrial, office and medical office properties, along with our retail properties, are collectively referred to as "Rental Operations." Our retail properties, as well as any other properties not included in our reportable segments, do not by themselves meet the quantitative thresholds for separate presentation as a reportable segment. The fourth reportable segment consists of various real estate services such as property management, asset management, maintenance, leasing, development, general contracting and construction management to third-party property owners and joint ventures, and is collectively referred to as "Service Operations." Our reportable segments offer different products or services and are managed separately because each segment requires different operating strategies and management expertise.
We assess and measure the overall operating results of the General Partner and the Partnership based upon Funds From Operations ("FFO"), as defined by the National Association of Real Estate Investment Trusts ("NAREIT"). FFO is an industry performance measure that management believes is a useful indicator of consolidated operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. NAREIT created FFO as a non-GAAP supplemental measure of REIT operating performance. FFO, as defined by NAREIT, represents GAAP net income (loss), excluding extraordinary items as defined under GAAP, gains or losses from sales of previously depreciated real estate assets, impairment charges related to depreciable real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures. The most comparable GAAP measure is net income (loss) attributable to common shareholders or common unitholders. FFO attributable to common shareholders or common unitholders should not be considered as a substitute for net income (loss) attributable to common

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


shareholders or common unitholders or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies.
Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Management believes that the use of FFO attributable to common shareholders or common unitholders, combined with net income (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that the use of FFO as a performance measure enables investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT's activity and assist them in comparing these operating results between periods or between different companies.
Other revenue consists of other operating revenues not identified with one of our operating segments. We do not allocate interest expense and certain other non-property specific revenues and expenses ("Non-Segment Items," as shown in the table below) to our individual operating segments in determining our performance measure. Thus, the operational performance measure presented here on a segment-level basis represents net earnings, excluding depreciation expense and the Non-Segment Items not allocated, and is not meant to present FFO as defined by NAREIT.
The following table shows (i) the revenues for each of the reportable segments and (ii) a reconciliation of FFO attributable to common shareholders or common unitholders to net income (loss) attributable to common shareholders or common unitholders for the years ended December 31, 2013, 2012 and 2011 (in thousands):

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DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 
2013
 
2012
 
2011
Revenues
 
 
 
 
 
Rental Operations:
 
 
 
 
 
Industrial
$
483,679

 
$
431,277

 
$
367,992

Office
251,270

 
242,719

 
251,766

Medical Office
127,475

 
82,962

 
47,309

Non-reportable Rental Operations
7,206

 
7,246

 
7,631

Service Operations
206,596

 
275,071

 
521,796

Total segment revenues
1,076,226

 
1,039,275

 
1,196,494

Other revenue
5,564

 
7,421

 
11,544

Consolidated revenue from continuing operations
1,081,790

 
1,046,696

 
1,208,038

Discontinued operations
46,066

 
71,028

 
250,807

Consolidated revenue
$
1,127,856

 
$
1,117,724

 
$
1,458,845

Reconciliation of Funds From Operations
 
 
 
 
 
Net earnings excluding depreciation and Non-Segment Items:
 
 
 
 
 
Industrial
$
360,769

 
$
322,373

 
$
271,493

Office
146,712

 
141,116

 
148,736

Medical Office
85,295

 
55,410

 
29,024

Non-reportable Rental Operations
4,634

 
5,073

 
5,475

Service Operations
22,763

 
20,201

 
41,316

 
620,173

 
544,173

 
496,044

Non-Segment Items:
 
 
 
 
 
Interest expense
(228,895
)
 
(229,992
)
 
(206,770
)
Impairment charges on non-depreciable properties
(3,777
)
 

 
(12,931
)
Interest and other income, net
1,887

 
514

 
658

Other operating income (expenses)
470

 
(633
)
 
(1,237
)
General and administrative expenses
(42,673
)
 
(46,424
)
 
(43,107
)
Gain on land sales
9,547

 

 

Undeveloped land carrying costs
(8,614
)
 
(8,829
)
 
(8,934
)
Loss on debt extinguishment
(9,433
)
 

 

Acquisition-related activity
(3,093
)
 
(4,192
)
 
(1,188
)
Income tax benefit
5,080

 
103

 
194

Other non-segment income
1,029

 
3,728

 
6,131

Net (income) loss attributable to noncontrolling interests - consolidated entities not wholly owned by the Partnership
(3,863
)
 
(382
)
 
115

Joint venture items
34,129

 
37,469

 
38,161

Dividends on preferred shares/Preferred Units
(31,616
)
 
(46,438
)
 
(60,353
)
Adjustments for redemption/repurchase of preferred shares/Preferred Units
(5,932
)
 
(5,730
)
 
(3,796
)
Discontinued operations
17,361

 
26,618

 
79,132

FFO attributable to common unitholders of the Partnership
351,780

 
269,985

 
282,119

Net (income) loss attributable to noncontrolling interests - common limited partnership interests in the Partnership
(2,094
)
 
2,273

 
(859
)
Noncontrolling interest share of FFO adjustments
(2,645
)
 
(7,054
)
 
(6,644
)
FFO attributable to common shareholders of the General Partner
347,041

 
265,204

 
274,616

Depreciation and amortization on continuing operations
(393,450
)
 
(349,015
)
 
(305,070
)
Depreciation and amortization on discontinued operations
(15,600
)
 
(30,404
)
 
(80,609
)
Company's share of joint venture adjustments
(31,220
)
 
(34,702
)
 
(33,687
)
Earnings from depreciated property sales on continuing operations
59,179

 
344

 
68,549

Earnings from depreciated property sales on discontinued operations
133,242

 
13,467

 
100,882

Earnings from depreciated property sales - share of joint venture
51,207

 
1,907

 
91

Noncontrolling interest share of FFO adjustments
2,645

 
7,054

 
6,644

Net income (loss) attributable to common shareholders of the General Partner
$
153,044

 
$
(126,145
)
 
$
31,416

Add back: Net income (loss) attributable to noncontrolling interests - common limited partnership interests in the Partnership
2,094

 
(2,273
)
 
859

Net income (loss) attributable to common unitholders of the Partnership
$
155,138

 
$
(128,418
)
 
$
32,275






-89-

DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 The assets for each of the reportable segments at December 31, 2013 and 2012 were as follows (in thousands):
 
December 31, 2013
 
December 31, 2012
Assets
 
 
 
Rental Operations:
 
 
 
Industrial
$
4,414,740

 
$
3,836,721

Office
1,524,501

 
1,683,314

Medical Office
1,170,420

 
1,202,929

Non-reportable Rental Operations
81,056

 
175,197

Service Operations
145,222

 
162,219

Total segment assets
7,335,939

 
7,060,380

Non-segment assets
416,675

 
499,721

Consolidated assets
$
7,752,614

 
$
7,560,101

Tenant improvements and leasing costs to re-let rental space that we previously leased to tenants are referred to as second generation expenditures. Building improvements that are not specific to any tenant but serve to improve integral components of our real estate properties are also second generation expenditures. In addition to revenues and FFO, we also review our second generation capital expenditures in measuring the performance of our individual Rental Operations segments. We review these expenditures to determine the costs associated with re-leasing vacant space and maintaining the condition of our properties. Our second generation capital expenditures by segment are summarized as follows for the years ended December 31, 2013, 2012 and 2011 (in thousands):
 
2013
 
2012
 
2011
Second Generation Capital Expenditures
 
 
 
 
 
Industrial
$
41,971

 
$
33,095

 
$
34,872

Office
46,600

 
30,092

 
63,933

Medical Office
3,106

 
641

 
410

Non-reportable Rental Operations segments
121

 
56

 
49

Total
$
91,798

 
$
63,884

 
$
99,264

 
(9)
Leasing Activity
Future minimum rents due to us under non-cancelable operating leases at December 31, 2013 are as follows (in thousands):
Year
Amount
2014
$
703,876

2015
689,296

2016
621,198

2017
545,905

2018
462,986

Thereafter
1,885,474

 
$
4,908,735

In addition to minimum rents, certain leases require reimbursements of specified operating expenses that amounted to $196.3 million, $174.2 million and $190.8 million for the years ended December 31, 2013, 2012 and 2011, respectively.

(10)
Employee Benefit Plans
We maintain a 401(k) plan for our eligible employees. We make matching contributions up to an amount equal to three percent of the employee's salary and may also make annual discretionary contributions. In February 2013, we revised the Company's matching program, changing the matching contributions from 100% of the employee salary deferral contributions up to two percent of eligible compensation to 50% of the employee salary deferral contributions up to six percent of eligible compensation. Also, a discretionary contribution was declared at the end of 2013, 2012 and 2011. The total expense recognized for this plan was $2.9 million, $2.2 million and $2.5 million for the years ended December 31, 2013, 2012 and 2011, respectively.

-90-

DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 
We make contributions to a contributory health and welfare plan as necessary to fund claims not covered by employee contributions. The total expense we recognized related to this plan was $7.9 million, $7.5 million and $9.5 million for 2013, 2012 and 2011, respectively. These expense amounts include estimates based upon the historical experience of claims incurred but not reported as of year-end.
(11)
Shareholders' Equity of the General Partner and Partners' Capital of the Partnership
General Partner
The General Partner periodically uses the public equity markets to fund the development and acquisition of additional rental properties or to pay down debt. The proceeds of these offerings are contributed to the Partnership in exchange for an additional interest in the Partnership.
In January 2013, the General Partner completed a public offering of 41.4 million common shares at an issue price of $14.25 per share, resulting in gross proceeds of $590.0 million and, after deducting underwriting fees and estimated offering costs, net proceeds of approximately $571.9 million. A portion of the net proceeds from this offering were used to repay all of the outstanding borrowings under the Partnership's existing revolving credit facility, which had an outstanding balance of $285.0 million at December 31, 2012, and the remaining proceeds were used to redeem all of the General Partner's outstanding 8.375% Series O Cumulative Redeemable Preferred Shares ("Series O Shares") and for general corporate purposes.
Throughout 2013, the General Partner issued 4.8 million shares of common stock pursuant to its at the market equity program, generating gross proceeds of approximately $79.3 million and, after deducting commissions and other costs, net proceeds of approximately $77.8 million. The proceeds from these offerings were used for general corporate purposes, which include the funding of development costs.
In February 2013, the General Partner redeemed all of the outstanding shares of its Series O Shares at their liquidation amount of $178.0 million. Original offering costs of $5.9 million were included as a reduction to net income attributable to common shareholders in conjunction with the redemption of these shares.
Throughout 2012, the General Partner issued 22.7 million shares of common stock pursuant to its at the market equity program, generating gross proceeds of approximately $322.2 million and, after considering commissions and other costs, net proceeds of approximately $315.3 million. The proceeds from these offerings were used for acquisitions, general corporate purposes and redemption of preferred shares and fixed rate secured debt
In March 2012, the General Partner redeemed all of the outstanding shares of its 6.950% Series M Cumulative Redeemable Preferred Shares at a liquidation amount of $168.3 million. Offering costs of $5.7 million were included as an increase to net loss attributable to common shareholders in conjunction with the redemption of these shares.
In July 2011, the General Partner redeemed all of the outstanding shares of its 7.250% Series N Cumulative Redeemable Preferred Shares at a liquidation amount of $108.6 million. Offering costs of $3.6 million were included as a reduction to net income attributable to common shareholders in conjunction with the redemption of these shares.
In February 2011, the General Partner repurchased 80,000 shares of its Series O Shares. The Series O Shares that were repurchased had a total redemption value of $2.0 million and were repurchased for $2.1 million. An adjustment of approximately $163,000, which included a ratable portion of original issuance costs, was included as a reduction to net income attributable to common shareholders.
The following series of preferred shares were outstanding as of December 31, 2013 (in thousands, except percentage data):
 

-91-

DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Description
Shares
Outstanding
 
Dividend
Rate
 
Optional
Redemption
Date
 
Liquidation
Preference
Series J Preferred
396
 
6.625
%
 
August 29, 2008
 
$99,058
Series K Preferred
598
 
6.500
%
 
February 13, 2009
 
$149,550
Series L Preferred
796
 
6.600
%
 
November 30, 2009
 
$199,075
All series of preferred shares require cumulative distributions and have no stated maturity date (although the General Partner may redeem all such preferred shares on or following their optional redemption dates at its option, in whole or in part).
 
Partnership
For each common share or preferred share that the General Partner issues, the Partnership issues a corresponding General Partner Unit or Preferred Unit, as applicable, to the General Partner in exchange for the contribution of the proceeds from the stock issuance. Similarly, when the General Partner redeems or repurchases common shares or preferred shares, the Partnership redeems the corresponding Common Units or Preferred Units held by the General Partner at the same price.
(12)
Stock Based Compensation
We are authorized to issue up to 9.7 million shares of the General Partner's common stock under our stock-based employee and non-employee compensation plans.
Restricted Stock Units
Under our 2005 Long-Term Incentive Plan and our 2005 Non-Employee Directors Compensation Plan (collectively, the "Compensation Plans") approved by the General Partner's shareholders in April 2005, RSUs may be granted to non-employee directors, executive officers and selected management employees. A RSU is economically equivalent to a share of the General Partner's common stock.
RSUs granted to employees generally vest 20% per year over five years, have contractual lives of five years and are payable in shares of our common stock with a new share of such common stock issued upon each RSU's vesting. RSUs granted to existing non-employee directors vest 100% over one year, and have contractual lives of one year.
To the extent that a recipient of a RSU grant is not determined to be retirement eligible, as defined by the Compensation Plans, we recognize expense on a straight-line basis over the vesting period. Expense is recognized immediately at the date of grant to the extent a recipient is retirement eligible and expense is accelerated to the extent that a participant will become retirement eligible prior to the end of the contractual life of granted RSUs.
The following table summarizes transactions for our RSUs, excluding dividend equivalents, for 2013
Restricted Stock Units
Number of
RSUs
 
Weighted
Average
Grant Date
Fair Value
RSUs at December 31, 2012
2,680,765

 
$12.26
Granted
834,435

 
$16.32
Vested
(974,476
)
 
$12.00
Forfeited
(196,043
)
 
$13.47
RSUs at December 31, 2013
2,344,681

 
$13.71
Compensation cost recognized for RSUs totaled $13.3 million, $11.5 million and $11.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.
As of December 31, 2013, there was $12.7 million of total unrecognized compensation expense related to nonvested RSUs granted under the Plan, which is expected to be recognized over a weighted average period of 2.9 years.

-92-


(13)
Financial Instruments
We are exposed to capital market risk, such as changes in interest rates. In an effort to manage interest rate risk, we may enter into interest rate hedging arrangements from time to time. We do not utilize derivative financial instruments for trading or speculative purposes.
The effectiveness of our hedges is evaluated throughout their lives using the hypothetical derivative method under which the change in fair value of the actual swap designated as the hedging instrument is compared to the change in fair value of a hypothetical swap. We had no material interest rate derivatives, when considering the fair value of the hedging instruments, in any period presented.
(14)
Commitments and Contingencies
We have guaranteed the repayment of $76.2 million of economic development bonds issued by various municipalities in connection with certain commercial developments. We will be required to make payments under our guarantees to the extent that incremental taxes from specified developments are not sufficient to pay the bond debt service. Management does not believe that it is probable that we will be required to make any significant payments in satisfaction of these guarantees.
We also have guaranteed the repayment of secured and unsecured loans of four of our unconsolidated subsidiaries. At December 31, 2013, the maximum guarantee exposure for these loans was approximately $188.4 million.
We lease certain land positions with terms extending to October 2105, with a total future payment obligation of $215.4 million. No payments on these ground leases, which are classified as operating leases, are material in any individual year.
We are subject to various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the amount of any ultimate liability with respect to these actions will not materially affect our consolidated financial statements or results of operations. 
We own certain parcels of land that are subject to special property tax assessments levied by quasi municipal entities. To the extent that such special assessments are fixed and determinable, the discounted value of the full assessment is recorded as a liability. We have $12.4 million of such special assessment liabilities, which are included within other liabilities on our consolidated balance sheet as of December 31, 2013.
(15)
Subsequent Events
Declaration of Dividends/Distributions
The General Partner's board of directors declared the following dividends/distributions at its regularly scheduled board meeting held on January 29, 2014:
Class of stock/units
Quarterly
Amount per Share or Unit
 
Record Date
 
Payment Date
Common
$
0.170000

 
February 14, 2014
 
February 28, 2014
Preferred (per depositary share):
 
 
 
 
 
      Series J
$
0.414063

 
February 14, 2014
 
February 28, 2014
      Series K
$
0.406250

 
February 14, 2014
 
February 28, 2014
      Series L
$
0.412500

 
February 14, 2014
 
February 28, 2014

-93-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
Anaheim, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kraemer Bldg 1
 
Industrial

 
6,648

 
7,008

 
86

 
6,648

 
7,094

 
13,742

 
216

1999
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aurora, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
525 North Enterprise Street
 
Industrial

 
342

 
1,678

 
110

 
342

 
1,788

 
2,130

 
837

1984
1999
 
615 North Enterprise Street
 
Industrial

 
468

 
2,408

 
741

 
468

 
3,149

 
3,617

 
1,441

1984
1999
 
3737 East Exchange
 
Industrial

 
598

 
2,543

 
523

 
598

 
3,066

 
3,664

 
1,399

1985
1999
 
880 North Enterprise Street
 
Industrial
3,543

 
1,150

 
5,066

 
969

 
1,150

 
6,035

 
7,185

 
2,400

2000
2000
 
Meridian Office Service Center
 
Industrial

 
567

 
1,083

 
1,688

 
567

 
2,771

 
3,338

 
1,453

2001
2001
 
Genera Corporation
 
Industrial
3,161

 
1,957

 
3,827

 
25

 
1,957

 
3,852

 
5,809

 
1,692

2004
2004
 
Butterfield 550
 
Industrial
13,328

 
9,185

 
10,795

 
6,042

 
9,188

 
16,834

 
26,022

 
3,940

2008
2008
 
940 N. Enterprise
 
Industrial

 
2,674

 
6,962

 
1,180

 
2,674

 
8,142

 
10,816

 
444

1998
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Austell, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hartman Business Center V
 
Industrial

 
2,640

 
21,471

 

 
2,640

 
21,471

 
24,111

 
1,440

2008
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Avon, Indiana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AllPoints Midwest Bldg 4
 
Industrial

 
4,111

 
9,943

 

 
4,111

 
9,943

 
14,054

 
644

2012
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Baltimore, Maryland
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5901 Holabird Ave
 
Industrial

 
3,345

 
4,220

 
3,349

 
3,345

 
7,569

 
10,914

 
3,135

2008
2008
 
5003 Holabird Ave
 
Industrial

 
6,488

 
9,162

 
1,885

 
6,488

 
11,047

 
17,535

 
3,096

2008
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Baytown, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cedar Crossing
 
Industrial
10,015

 
9,323

 
5,934

 

 
9,323

 
5,934

 
15,257

 
2,469

2005
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bloomington, Minnesota
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hampshire Dist Center North
 
Industrial

 
779

 
4,474

 
1,320

 
779

 
5,794

 
6,573

 
2,412

1979
1997
 
Hampshire Dist Center South
 
Industrial

 
901

 
5,010

 
516

 
900

 
5,527

 
6,427

 
2,356

1979
1997
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Blue Ash, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lake Forest Place
 
Office

 
1,953

 
18,315

 
7,587

 
1,953

 
25,902

 
27,855

 
12,019

1985
1996
 
Northmark Bldg 1
 
Office

 
1,452

 
2,456

 
1,347

 
1,452

 
3,803

 
5,255

 
1,526

1987
2004
 
Westlake Center
 
Office

 
2,459

 
13,848

 
5,615

 
2,459

 
19,463

 
21,922

 
9,169

1981
1996
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bolingbrook, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
555 St. James Gate
 
Industrial
5,760

 
2,184

 
9,263

 
859

 
2,332

 
9,974

 
12,306

 
3,429

2002
2002
 
Dawes Transportation
 
Industrial

 
3,050

 
4,453

 
142

 
3,050

 
4,595

 
7,645

 
2,175

2005
2005
 
515 Crossroads Parkway
 
Industrial
2,692

 
917

 
4,237

 
568

 
917

 
4,805

 
5,722

 
1,423

1999
2002
 
Crossroads 1
 
Industrial
3,743

 
1,418

 
5,794

 
675

 
1,418

 
6,469

 
7,887

 
901

1998
2010

-94-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
Crossroads 3
 
Industrial
2,693

 
1,330

 
4,450

 
61

 
1,330

 
4,511

 
5,841

 
654

2000
2010
 
370 Crossroads Parkway
 
Industrial

 
2,409

 
5,324

 
348

 
2,409

 
5,672

 
8,081

 
827

1989
2011
 
605 Crossroads Parkway
 
Industrial

 
3,656

 
7,832

 
201

 
3,656

 
8,033

 
11,689

 
752

1998
2011
 
335 Crossroads Parkway
 
Industrial

 
2,574

 
8,384

 
395

 
2,574

 
8,779

 
11,353

 
404

1997
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Boynton Beach, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gateway Center 1
 
Industrial

 
4,271

 
6,119

 
291

 
4,271

 
6,410

 
10,681

 
994

2002
2010
 
Gateway Center 2
 
Industrial

 
2,006

 
5,030

 
127

 
2,006

 
5,157

 
7,163

 
778

2002
2010
 
Gateway Center 3
 
Industrial

 
2,381

 
3,251

 
46

 
2,381

 
3,297

 
5,678

 
426

2002
2010
 
Gateway Center 4
 
Industrial

 
1,800

 
2,675

 
86

 
1,800

 
2,761

 
4,561

 
351

2000
2010
 
Gateway Center 5
 
Industrial

 
1,238

 
2,027

 
1,032

 
1,238

 
3,059

 
4,297

 
435

2000
2010
 
Gateway Center 6
 
Industrial

 
1,238

 
1,940

 
601

 
1,238

 
2,541

 
3,779

 
389

2000
2010
 
Gateway Center 7
 
Industrial

 
1,800

 
2,925

 
41

 
1,800

 
2,966

 
4,766

 
521

2000
2010
 
Gateway Center 8
 
Industrial
9,559

 
4,781

 
10,352

 
593

 
4,781

 
10,945

 
15,726

 
1,313

2004
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Braselton, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Braselton II
 
Industrial

 
1,365

 
8,692

 
2,296

 
1,884

 
10,469

 
12,353

 
4,013

2001
2001
 
625 Braselton Pkwy
 
Industrial
19,045

 
9,855

 
21,458

 
5,302

 
11,062

 
25,553

 
36,615

 
7,838

2006
2005
 
1350 Braselton Parkway
 
Industrial

 
8,227

 
8,874

 
5,193

 
8,227

 
14,067

 
22,294

 
4,716

2008
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brentwood, Tennessee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brentwood South Bus Ctr I
 
Industrial

 
1,065

 
4,949

 
1,501

 
1,065

 
6,450

 
7,515

 
2,404

1987
1999
 
Brentwood South Bus Ctr II
 
Industrial

 
1,065

 
2,410

 
1,539

 
1,065

 
3,949

 
5,014

 
1,493

1987
1999
 
Brentwood South Bus Ctr III
 
Industrial

 
848

 
3,493

 
1,157

 
848

 
4,650

 
5,498

 
1,681

1989
1999
 
Creekside Crossing I
 
Office

 
1,566

 
6,950

 
1,949

 
1,566

 
8,899

 
10,465

 
3,939

1998
1998
 
Creekside Crossing II
 
Office

 
2,087

 
6,457

 
2,431

 
2,087

 
8,888

 
10,975

 
3,592

2000
2000
 
Creekside Crossing III
 
Office

 
2,969

 
6,874

 
2,947

 
2,969

 
9,821

 
12,790

 
2,599

2006
2006
 
Creekside Crossing IV
 
Office

 
2,966

 
5,832

 
6,051

 
2,877

 
11,972

 
14,849

 
3,043

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bridgeton, Missouri
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DukePort I
 
Industrial

 
2,124

 
5,357

 
345

 
2,124

 
5,702

 
7,826

 
932

1996
2010
 
DukePort II
 
Industrial

 
1,470

 
2,869

 
32

 
1,470

 
2,901

 
4,371

 
535

1997
2010
 
DukePort V
 
Industrial

 
600

 
2,918

 
145

 
600

 
3,063

 
3,663

 
400

1998
2010
 
DukePort VI
 
Industrial

 
1,664

 
6,146

 
117

 
1,664

 
6,263

 
7,927

 
1,045

1999
2010
 
DukePort VII
 
Industrial

 
834

 
4,102

 
57

 
834

 
4,159

 
4,993

 
681

1999
2010
 
DukePort IX
 
Industrial

 
2,475

 
5,740

 
1,667

 
2,475

 
7,407

 
9,882

 
982

2001
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Brooklyn Park, Minnesota
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7300 Northland Drive
 
Industrial

 
700

 
5,655

 
366

 
703

 
6,018

 
6,721

 
2,427

1999
1998
 
Crosstown North Bus. Ctr. 1
 
Industrial
3,445

 
835

 
4,852

 
1,392

 
1,286

 
5,793

 
7,079

 
2,483

1998
1999

-95-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
Crosstown North Bus. Ctr. 2
 
Industrial

 
449

 
2,455

 
835

 
599

 
3,140

 
3,739

 
1,266

1998
1999
 
Crosstown North Bus. Ctr. 4
 
Industrial
4,887

 
2,079

 
5,830

 
1,759

 
2,397

 
7,271

 
9,668

 
2,922

1999
1999
 
Crosstown North Bus. Ctr. 5
 
Industrial
2,857

 
1,079

 
3,983

 
849

 
1,354

 
4,557

 
5,911

 
1,776

2000
2000
 
Crosstown North Bus. Ctr. 6
 
Industrial

 
788

 
1,127

 
2,413

 
1,031

 
3,297

 
4,328

 
1,192

2000
2000
 
Crosstown North Bus. Ctr. 10
 
Industrial
3,910

 
2,757

 
3,949

 
1,219

 
2,723

 
5,202

 
7,925

 
2,579

2005
2005
 
Crosstown North Bus. Ctr. 12
 
Industrial
6,783

 
4,564

 
7,852

 
1,079

 
4,564

 
8,931

 
13,495

 
2,743

2005
2005
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Burr Ridge, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Burr Ridge Medical Center
 
Medical Office

 
5,392

 
31,506

 
777

 
5,392

 
32,283

 
37,675

 
2,542

2010
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carmel, Indiana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hamilton Crossing I
 
Office

 
833

 
2,682

 
3,176

 
845

 
5,846

 
6,691

 
3,079

2000
1993
 
Hamilton Crossing II
 
Office

 
313

 
491

 
1,719

 
313

 
2,210

 
2,523

 
1,018

1997
1997
 
Hamilton Crossing III
 
Office

 
890

 
7,014

 
3,073

 
890

 
10,087

 
10,977

 
3,943

2000
2000
 
Hamilton Crossing IV
 
Office

 
515

 
4,773

 
854

 
598

 
5,544

 
6,142

 
2,306

1999
1999
 
Hamilton Crossing VI
 
Office

 
1,044

 
12,783

 
1,363

 
1,068

 
14,122

 
15,190

 
4,968

2004
2004
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carol Stream, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carol Stream IV
 
Industrial
8,479

 
3,204

 
12,499

 
1,308

 
3,204

 
13,807

 
17,011

 
4,009

2004
2003
 
Carol Stream I
 
Industrial

 
1,095

 
3,438

 

 
1,095

 
3,438

 
4,533

 
620

1998
2010
 
Carol Stream III
 
Industrial

 
1,556

 
6,331

 
32

 
1,556

 
6,363

 
7,919

 
874

2002
2010
 
250 Kehoe Blvd, Carol Stream
 
Industrial

 
1,715

 
7,560

 
21

 
1,715

 
7,581

 
9,296

 
630

2008
2011
 
720 Center Avenue
 
Industrial

 
4,031

 
20,735

 
1,025

 
4,756

 
21,035

 
25,791

 
2,522

1999
2011
 
189-199 Easy Street
 
Industrial

 
1,075

 
3,739

 
11

 
1,075

 
3,750

 
4,825

 
308

1995
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cary, North Carolina
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
200 Regency Forest Drive
 
Office

 
1,230

 
11,922

 
3,409

 
1,461

 
15,100

 
16,561

 
5,582

1999
1999
 
100 Regency Forest Drive
 
Office

 
1,538

 
9,327

 
3,068

 
1,644

 
12,289

 
13,933

 
4,649

1997
1999
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cedar Park, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cedar Park MOB I
 
Medical Office

 
576

 
15,666

 
812

 
576

 
16,478

 
17,054

 
2,021

2007
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cedartown, Georgia
 
 
 
 
 
 
 
 
 
 
 
Harbin Clinic Cedartown MOB
 
Medical Office

 
755

 
3,121

 

 
755

 
3,121

 
3,876

 
195

2007
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Celebration, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Celebration Medical Plaza
 
Medical Office
12,810

 
558

 
17,335

 
354

 
558

 
17,689

 
18,247

 
1,392

2006
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chantilly, Virginia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15002 Northridge Dr.
 
Office

 
2,082

 
1,663

 
1,831

 
2,082

 
3,494

 
5,576

 
1,504

2007
2007

-96-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
15004 Northridge Dr.
 
Office

 
2,366

 
1,920

 
2,184

 
2,366

 
4,104

 
6,470

 
1,286

2007
2007
 
15006 Northridge Dr.
 
Office

 
2,920

 
1,892

 
2,359

 
2,920

 
4,251

 
7,171

 
1,281

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Charlotte, North Carolina
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Morehead Medical Plaza I
 
Medical Office

 
191

 
39,047

 
73

 
191

 
39,120

 
39,311

 
5,142

2006
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chillicothe, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adena Health Pavilion
 
Medical Office

 

 
14,428

 
238

 

 
14,666

 
14,666

 
5,382

2006
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chino, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Chino I
 
Industrial

 
14,046

 
8,236

 
542

 
14,046

 
8,778

 
22,824

 
589

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cincinnati, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
311 Elm
 
Office

 
339

 
5,163

 
1,469

 

 
6,971

 
6,971

 
5,191

1986
1993
 
Blue Ash Office Center VI
 
Office

 
518

 
2,356

 
765

 
518

 
3,121

 
3,639

 
1,353

1989
1997
 
Towers of Kenwood
 
Office

 
4,891

 
40,430

 
4,063

 
4,891

 
44,493

 
49,384

 
14,929

1989
2003
 
8790 Governor's Hill
 
Office

 
400

 
4,193

 
1,472

 
408

 
5,657

 
6,065

 
3,083

1985
1993
 
8600/8650 Governor's Hill Dr.
 
Office

 
1,220

 
16,457

 
7,451

 
1,245

 
23,883

 
25,128

 
13,551

1986
1993
 
8230 Kenwood Commons
 
Office
2,355

 
638

 
3,863

 
1,325

 
638

 
5,188

 
5,826

 
3,648

1986
1993
 
8280 Kenwood Commons
 
Office
1,345

 
638

 
2,555

 
811

 
638

 
3,366

 
4,004

 
2,153

1986
1993
 
Kenwood Medical Office Bldg.
 
Medical Office

 

 
7,663

 
100

 

 
7,763

 
7,763

 
3,041

1999
1999
 
Pfeiffer Woods
 
Office

 
1,450

 
11,834

 
2,125

 
2,131

 
13,278

 
15,409

 
5,725

1998
1999
 
Remington Park Building A and B
 
Office

 
1,120

 
2,335

 
352

 
1,120

 
2,687

 
3,807

 
1,885

1982
1997
 
Triangle Office Park
 
Office
635

 
1,018

 
9,869

 
2,438

 
1,018

 
12,307

 
13,325

 
8,541

1985
1993
 
World Park Bldg 8
 
Industrial

 
1,095

 
2,640

 
301

 
1,095

 
2,941

 
4,036

 
440

1989
2010
 
World Park Bldg 9
 
Industrial

 
335

 
1,825

 
230

 
335

 
2,055

 
2,390

 
351

1989
2010
 
World Park Bldg 11
 
Industrial

 
674

 
2,032

 
296

 
674

 
2,328

 
3,002

 
363

1989
2010
 
World Park Bldg 14
 
Industrial

 
668

 
3,617

 
157

 
668

 
3,774

 
4,442

 
601

1989
2010
 
World Park Bldg 15
 
Industrial

 
488

 
1,769

 
16

 
488

 
1,785

 
2,273

 
247

1990
2010
 
World Park Bldg 16
 
Industrial

 
525

 
2,086

 
1

 
525

 
2,087

 
2,612

 
319

1989
2010
 
World Park Bldg 17
 
Industrial

 
1,133

 
5,648

 

 
1,133

 
5,648

 
6,781

 
799

1994
2010
 
World Park Bldg 18
 
Industrial

 
1,268

 
5,200

 
96

 
1,268

 
5,296

 
6,564

 
694

1997
2010
 
World Park Bldg 28
 
Industrial

 
870

 
5,293

 
101

 
870

 
5,394

 
6,264

 
684

1998
2010
 
World Park Bldg 29
 
Industrial

 
1,605

 
10,220

 
5

 
1,605

 
10,225

 
11,830

 
1,308

1998
2010
 
World Park Bldg 30
 
Industrial

 
2,492

 
11,964

 
447

 
2,492

 
12,411

 
14,903

 
1,789

1999
2010
 
World Park Bldg 31
 
Industrial

 
533

 
2,531

 
354

 
533

 
2,885

 
3,418

 
399

1998
2010
 
Western Ridge
 
Medical Office

 
1,894

 
8,028

 
764

 
1,915

 
8,771

 
10,686

 
1,305

2010
2010
 
Western Ridge MOB II
 
Medical Office

 
1,020

 
3,544

 
44

 
1,020

 
3,588

 
4,608

 
416

2011
2011
 
Good Samaritan Clifton
 
Medical Office

 
50

 
8,438

 

 
50

 
8,438

 
8,488

 
466

1992
2012
 
TriHealth Cardiology Anderson
 
Medical Office

 
1,095

 
3,852

 
74

 
1,095

 
3,926

 
5,021

 
104

2013
2013

-97-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Clayton, Missouri
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101 South Hanley
 
Office

 
6,150

 
37,865

 
8,873

 
6,150

 
46,738

 
52,888

 
15,320

1986
2002
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
College Station, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
College Station Medical Center
 
Medical Office

 
5,551

 
33,770

 
1,840

 
5,551

 
35,610

 
41,161

 
933

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Columbus, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4343 Easton Commons land lot
 
Grounds

 
796

 

 

 
796

 

 
796

 

n/a
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

-98-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
Coppell, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Freeport X
 
Industrial
15,066

 
8,198

 
16,886

 
3,271

 
8,198

 
20,157

 
28,355

 
10,805

2004
2004
 
Point West VI
 
Industrial
16,844

 
10,181

 
17,905

 
6,719

 
10,181

 
24,624

 
34,805

 
8,068

2008
2008
 
Point West VII
 
Industrial
13,635

 
6,785

 
13,668

 
6,622

 
7,201

 
19,874

 
27,075

 
6,654

2008
2008
 
Samsung Pkg Lot-PWT7
 
Grounds

 
306

 

 
61

 
367

 

 
367

 
202

n/a
2009
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corona, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1283 Sherborn Street
 
Industrial

 
8,677

 
16,778

 
40

 
8,677

 
16,818

 
25,495

 
2,149

2005
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cranbury, New Jersey
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
311 Half Acre Road
 
Industrial

 
6,600

 
14,636

 

 
6,600

 
14,636

 
21,236

 
466

2004
2013
 
315 Half Acre Road
 
Industrial

 
14,100

 
30,084

 

 
14,100

 
30,084

 
44,184

 
947

2004
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dallas, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Baylor Administration Building
 
Medical Office

 
50

 
14,435

 
100

 
150

 
14,435

 
14,585

 
2,351

2009
2009
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Davenport, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Park 27 Distribution Center I
 
Industrial

 
2,449

 
5,224

 
181

 
2,449

 
5,405

 
7,854

 
2,362

2003
2003
 
Park 27 Distribution Center II
 
Industrial

 
4,374

 
8,218

 
4,948

 
4,415

 
13,125

 
17,540

 
4,941

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Davie, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Westport Business Park 1
 
Industrial
2,114

 
1,200

 
1,317

 
59

 
1,200

 
1,376

 
2,576

 
251

1991
2011
 
Westport Business Park 2
 
Industrial
1,805

 
1,088

 
818

 
228

 
1,088

 
1,046

 
2,134

 
178

1991
2011
 
Westport Business Park 3
 
Industrial
5,149

 
2,363

 
6,353

 
495

 
2,363

 
6,848

 
9,211

 
844

1991
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deerfield Township, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deerfield Crossing A
 
Office

 
1,493

 
10,604

 
2,261

 
1,493

 
12,865

 
14,358

 
5,209

1999
1999
 
Deerfield Crossing B
 
Office

 
1,069

 
9,473

 
1,022

 
1,069

 
10,495

 
11,564

 
3,599

2001
2001
 
Governor's Pointe 4770
 
Office

 
586

 
7,339

 
1,249

 
596

 
8,578

 
9,174

 
5,574

1986
1993
 
Governor's Pointe 4705
 
Office

 
719

 
5,642

 
4,123

 
928

 
9,556

 
10,484

 
5,486

1988
1993
 
Governor's Pointe 4605
 
Office

 
578

 
15,757

 
4,881

 
996

 
20,220

 
21,216

 
11,225

1990
1993
 
Governor's Pointe 4660
 
Office

 
385

 
3,805

 
627

 
385

 
4,432

 
4,817

 
1,858

1997
1997
 
Governor's Pointe 4680
 
Office

 
811

 
6,088

 
2,398

 
811

 
8,486

 
9,297

 
3,272

1998
1998
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deer Park, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
801 Seaco Court
 
Industrial

 
2,331

 
5,158

 

 
2,331

 
5,158

 
7,489

 
429

2006
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Duluth, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2775 Premiere Parkway
 
Industrial
6,382

 
560

 
4,421

 
441

 
565

 
4,857

 
5,422

 
1,767

1997
1999
 
3079 Premiere Parkway
 
Industrial
10,038

 
776

 
4,844

 
2,531

 
783

 
7,368

 
8,151

 
2,767

1998
1999

-99-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
2855 Premiere Parkway
 
Industrial
6,180

 
765

 
3,110

 
1,112

 
770

 
4,217

 
4,987

 
1,535

1999
1999
 
6655 Sugarloaf
 
Industrial
13,437

 
1,651

 
6,985

 
1,075

 
1,659

 
8,052

 
9,711

 
2,558

1998
2001
 
6650 Sugarloaf Parkway
 
Office
5,183

 
1,573

 
4,240

 
536

 
1,573

 
4,776

 
6,349

 
744

2004
2011
 
2450 Meadowbrook Parkway
 
Industrial

 
383

 
1,622

 
618

 
383

 
2,240

 
2,623

 
329

1989
2010
 
2625 Pinemeadow Court
 
Industrial

 
861

 
4,025

 
107

 
861

 
4,132

 
4,993

 
1,146

1994
2010
 
2660 Pinemeadow Court
 
Industrial

 
540

 
2,302

 
41

 
540

 
2,343

 
2,883

 
446

1996
2010
 
2450 Satellite Boulevard
 
Industrial

 
556

 
2,484

 
104

 
556

 
2,588

 
3,144

 
585

1994
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DuPont, WA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amazon DuPont
 
Industrial

 
34,634

 
39,342

 
942

 
34,804

 
40,114

 
74,918

 
731

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Durham, North Carolina
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1805 T.W. Alexander Drive
 
Industrial

 
4,110

 
10,497

 
103

 
4,110

 
10,600

 
14,710

 
961

2000
2011
 
1757 T.W. Alexander Drive
 
Industrial
8,850

 
2,998

 
9,095

 

 
2,998

 
9,095

 
12,093

 
888

2007
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eagan, Minnesota
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Apollo Industrial Ctr I
 
Industrial
3,369

 
866

 
4,091

 
1,844

 
880

 
5,921

 
6,801

 
2,673

1997
1997
 
Apollo Industrial Ctr II
 
Industrial
1,563

 
474

 
2,332

 
264

 
474

 
2,596

 
3,070

 
943

2000
2000
 
Apollo Industrial Ctr III
 
Industrial
3,786

 
1,432

 
6,107

 
25

 
1,432

 
6,132

 
7,564

 
2,176

2000
2000
 
Silver Bell Commons
 
Industrial

 
1,807

 
5,527

 
2,429

 
1,941

 
7,822

 
9,763

 
3,465

1999
1999
 
Trapp Road Commerce Center I
 
Industrial
2,275

 
671

 
3,754

 
507

 
691

 
4,241

 
4,932

 
1,759

1996
1998
 
Trapp Road Commerce Center II
 
Industrial
4,008

 
1,250

 
5,917

 
1,426

 
1,250

 
7,343

 
8,593

 
2,888

1998
1998
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earth City, Missouri
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rider Trail
 
Office

 
2,615

 
9,779

 
3,834

 
2,615

 
13,613

 
16,228

 
6,115

1987
1997
 
3300 Pointe 70
 
Office

 
1,186

 
5,995

 
2,933

 
1,186

 
8,928

 
10,114

 
4,251

1989
1997
 
Corporate Center, Earth City
 
Industrial

 
783

 
1,282

 
2,329

 
783

 
3,611

 
4,394

 
1,394

2000
2000
 
Corporate Trail Distribution
 
Industrial

 
2,850

 
6,163

 
2,239

 
2,875

 
8,377

 
11,252

 
3,248

2006
2006
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
East Point, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Camp Creek Bldg 1400
 
Office
5,523

 
561

 
2,419

 
1,593

 
609

 
3,964

 
4,573

 
1,449

1988
2001
 
Camp Creek Bldg 1800
 
Office
4,724

 
462

 
2,440

 
925

 
497

 
3,330

 
3,827

 
1,203

1989
2001
 
Camp Creek Bldg 2000
 
Office
5,071

 
395

 
2,249

 
1,210

 
491

 
3,363

 
3,854

 
1,205

1989
2001
 
Camp Creek Bldg 2400
 
Industrial
3,459

 
296

 
1,369

 
1,056

 
344

 
2,377

 
2,721

 
888

1988
2001
 
Camp Creek Bldg 2600
 
Industrial
5,410

 
364

 
2,014

 
2,065

 
1,664

 
2,779

 
4,443

 
1,354

1990
2001
 
3201 Centre Parkway
 
Industrial
20,975

 
4,406

 
9,506

 
3,567

 
5,304

 
12,175

 
17,479

 
5,027

2004
2004
 
Camp Creek Bldg 1200
 
Office

 
1,334

 
738

 
1,224

 
1,377

 
1,919

 
3,296

 
975

2005
2005
 
3900 North Commerce
 
Industrial
5,200

 
1,059

 
2,966

 
119

 
1,158

 
2,986

 
4,144

 
1,111

2005
2005
 
3909 North Commerce
 
Industrial

 
5,687

 
10,192

 
12,885

 
9,334

 
19,430

 
28,764

 
9,918

2006
2006
 
4200 North Commerce
 
Industrial
10,958

 
2,065

 
7,076

 
347

 
2,294

 
7,194

 
9,488

 
2,074

2006
2006

-100-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
Camp Creek Building 1000
 
Office

 
1,537

 
2,459

 
1,188

 
1,583

 
3,601

 
5,184

 
2,383

2006
2006
 
3000 Centre Parkway
 
Industrial

 
1,163

 
1,072

 
1,220

 
1,224

 
2,231

 
3,455

 
791

2007
2007
 
1500 Centre Parkway
 
Office

 
1,683

 
5,564

 
3,396

 
1,774

 
8,869

 
10,643

 
3,855

2008
2008
 
1100 Centre Parkway
 
Office

 
1,309

 
4,881

 
512

 
1,364

 
5,338

 
6,702

 
1,254

2008
2008
 
4800 N. Commerce Dr. (Site Q)
 
Industrial

 
2,476

 
4,650

 
1,974

 
2,639

 
6,461

 
9,100

 
1,753

2008
2008
 
4100 North Commerce Drive
 
Industrial

 
3,130

 
9,115

 
430

 
3,227

 
9,448

 
12,675

 
284

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Edwardsville, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lakeview Commerce Building I
 
Industrial

 
4,561

 
18,604

 

 
4,561

 
18,604

 
23,165

 
629

2006
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Elk Grove Village, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1717 Busse Road
 
Industrial
13,542

 
3,602

 
19,016

 

 
3,602

 
19,016

 
22,618

 
1,712

2004
2011
 
Yusen BTS
 
Industrial

 
8,152

 
9,948

 
263

 
8,158

 
10,205

 
18,363

 
437

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ellabell, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1086 Orafold Pkwy
 
Industrial
9,328

 
2,042

 
13,104

 
640

 
2,046

 
13,740

 
15,786

 
3,173

2006
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fairfax, Virginia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Oaks MOB
 
Medical Office

 
808

 
28,570

 
207

 
808

 
28,777

 
29,585

 
2,067

2009
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fairfield, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Union Centre Industrial Park 2
 
Industrial

 
5,635

 
8,709

 
2,267

 
5,635

 
10,976

 
16,611

 
3,288

2008
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fishers, Indiana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exit 5 Building 1
 
Industrial

 
822

 
2,612

 
446

 
822

 
3,058

 
3,880

 
1,363

1999
1999
 
Exit 5 Building 2
 
Industrial

 
749

 
3,003

 
1,082

 
749

 
4,085

 
4,834

 
1,771

2000
2000
 
St. Vincent Northeast MOB
 
Medical Office

 

 
23,101

 
4,773

 
4,235

 
23,639

 
27,874

 
8,736

2008
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Flower Mound, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lakeside Ranch Bldg 20
 
Industrial

 
9,861

 
20,994

 
340

 
9,861

 
21,334

 
31,195

 
3,138

2007
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fort Worth, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Riverpark Bldg 700
 
Industrial

 
3,975

 
10,766

 
65

 
3,975

 
10,831

 
14,806

 
1,617

2007
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Franklin, Tennessee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aspen Grove Business Ctr I
 
Industrial

 
936

 
5,855

 
3,671

 
936

 
9,526

 
10,462

 
4,756

1996
1999
 
Aspen Grove Business Ctr II
 
Industrial

 
1,151

 
6,061

 
953

 
1,151

 
7,014

 
8,165

 
2,554

1996
1999
 
Aspen Grove Business Ctr III
 
Industrial

 
970

 
5,321

 
756

 
970

 
6,077

 
7,047

 
2,331

1998
1999
 
Aspen Grove Business Center IV
 
Industrial

 
492

 
2,234

 
597

 
492

 
2,831

 
3,323

 
788

2002
2002
 
Aspen Grove Business Ctr V
 
Industrial

 
943

 
5,024

 
2,594

 
943

 
7,618

 
8,561

 
3,644

1996
1999

-101-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
Aspen Grove Flex Center II
 
Industrial

 
240

 
1,052

 
495

 
240

 
1,547

 
1,787

 
135

1999
1999
 
Aspen Grove Office Center I
 
Office

 
950

 
5,505

 
2,850

 
950

 
8,355

 
9,305

 
3,150

1999
1999
 
Aspen Grove Flex Center I
 
Industrial

 
301

 
1,061

 
914

 
301

 
1,975

 
2,276

 
699

1999
1999
 
Aspen Grove Flex Center III
 
Industrial

 
327

 
855

 
1,099

 
327

 
1,954

 
2,281

 
639

2001
2001
 
Aspen Grove Flex Center IV
 
Industrial

 
205

 
821

 
242

 
205

 
1,063

 
1,268

 
339

2001
2001
 
Aspen Corporate Center 100
 
Office

 
723

 
2,358

 
308

 
723

 
2,666

 
3,389

 
659

2004
2004
 
Aspen Corporate Center 200
 
Office

 
1,306

 
1,290

 
1,655

 
1,306

 
2,945

 
4,251

 
1,480

2006
2006
 
Aspen Corporate Center 300
 
Office

 
1,451

 
2,050

 
1,902

 
1,460

 
3,943

 
5,403

 
1,220

2008
2008
 
Aspen Corporate Center 400
 
Office

 
1,833

 
1,961

 
2,515

 
1,833

 
4,476

 
6,309

 
1,487

2007
2007
 
Aspen Grove Office Center II
 
Office

 
2,320

 
5,218

 
4,066

 
2,320

 
9,284

 
11,604

 
2,180

2007
2007
 
Brentwood South Bus Ctr IV
 
Industrial

 
569

 
2,046

 
1,560

 
705

 
3,470

 
4,175

 
1,634

1990
1999
 
Brentwood South Bus Ctr V
 
Industrial

 
445

 
1,846

 
301

 
445

 
2,147

 
2,592

 
804

1990
1999
 
Brentwood South Bus Ctr VI
 
Industrial
1,251

 
489

 
1,102

 
1,065

 
489

 
2,167

 
2,656

 
726

1990
1999
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Franklin Park, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
O'Hare Distribution Ctr
 
Industrial

 
3,900

 
2,702

 
1,346

 
3,900

 
4,048

 
7,948

 
883

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ft. Wayne, Indiana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Parkview Ambulatory Svcs - MOB
 
Medical Office

 
937

 
10,661

 
4,420

 
937

 
15,081

 
16,018

 
3,534

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Garden City, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aviation Court Land
 
Grounds

 
1,509

 

 

 
1,509

 

 
1,509

 
151

n/a
2006
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Garner, North Carolina
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
600 Greenfield North
 
Industrial

 
597

 
3,049

 
189

 
597

 
3,238

 
3,835

 
487

2006
2011

-102-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
700 Greenfield North
 
Industrial

 
468

 
2,664

 
12

 
468

 
2,676

 
3,144

 
409

2007
2011
 
800 Greenfield North
 
Industrial

 
438

 
5,872

 
92

 
438

 
5,964

 
6,402

 
553

2004
2011
 
900 Greenfield North
 
Industrial

 
422

 
6,532

 
202

 
422

 
6,734

 
7,156

 
737

2007
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Geneva, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1800 Averill Road
 
Industrial

 
3,189

 
11,890

 
7,531

 
4,778

 
17,832

 
22,610

 
1,291

2000
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodyear, Arizona
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Goodyear One
 
Industrial

 
5,142

 
4,661

 
1,874

 
5,142

 
6,535

 
11,677

 
2,368

2008
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gouldsboro, Pennsylvania
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
400 First Avenue
 
Industrial
27,961

 
9,500

 
51,645

 

 
9,500

 
51,645

 
61,145

 
1,114

2007
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grand Prairie, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grand Lakes I
 
Industrial

 
8,106

 
10,632

 
2,527

 
8,040

 
13,225

 
21,265

 
4,674

2006
2006
 
Grand Lakes II
 
Industrial

 
11,853

 
16,714

 
8,392

 
11,853

 
25,106

 
36,959

 
10,091

2008
2008
 
Pioneer 161 Building
 
Industrial

 
7,381

 
17,628

 
13

 
7,381

 
17,641

 
25,022

 
2,555

2008
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grove City, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SouthPointe Building A
 
Industrial

 
844

 
5,606

 
6

 
844

 
5,612

 
6,456

 
961

1995
2010
 
SouthPointe Building B
 
Industrial

 
790

 
5,284

 

 
790

 
5,284

 
6,074

 
891

1996
2010
 
SouthPointe Building C
 
Industrial

 
754

 
6,418

 

 
754

 
6,418

 
7,172

 
851

1996
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Groveport, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6600 Port Road
 
Industrial

 
2,725

 
21,768

 
2,378

 
3,213

 
23,658

 
26,871

 
10,110

1998
1997
 
Groveport Commerce Center #437
 
Industrial
5,183

 
1,049

 
6,759

 
2,861

 
1,065

 
9,604

 
10,669

 
3,270

1999
1999
 
Groveport Commerce Center #168
 
Industrial
2,330

 
510

 
2,808

 
1,440

 
510

 
4,248

 
4,758

 
1,596

2000
2000
 
Groveport Commerce Center #345
 
Industrial
4,360

 
1,045

 
6,123

 
1,453

 
1,045

 
7,576

 
8,621

 
3,252

2000
2000
 
Groveport Commerce Center #667
 
Industrial
9,763

 
4,420

 
14,172

 
982

 
4,420

 
15,154

 
19,574

 
7,226

2005
2005
 
Rickenbacker 936
 
Industrial

 
5,680

 
23,872

 

 
5,680

 
23,872

 
29,552

 
2,514

2008
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hamilton, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bethesda Specialty Hospital
 
Medical Office
4,144

 
1,499

 
4,990

 
112

 
1,499

 
5,102

 
6,601

 
512

2000
2012
 
Bethesda Imaging/ED
 
Medical Office
4,595

 
751

 
3,316

 
3,918

 
1,239

 
6,746

 
7,985

 
413

2006
2012
 
Bethesda Sleep Center
 
Medical Office
1,821

 
501

 
2,220

 
24

 
501

 
2,244

 
2,745

 
178

2008
2012
 
Bethesda Condo 1
 
Medical Office
478

 

 
664

 

 

 
664

 
664

 
51

2004
2012
 
Bethesda Condo 2
 
Medical Office
2,757

 

 
3,478

 
1,208

 

 
4,686

 
4,686

 
347

2008
2012
 
3090 McBride Road
 
Medical Office
959

 
375

 
1,208

 
53

 
375

 
1,261

 
1,636

 
144

2008
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

-103-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
Hazelwood, Missouri
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lindbergh Distribution Center
 
Industrial

 
8,200

 
9,884

 
3,523

 
8,491

 
13,116

 
21,607

 
3,698

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hebron, Kentucky
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Southpark Building 4
 
Industrial

 
779

 
3,113

 
1,339

 
779

 
4,452

 
5,231

 
2,085

1994
1994
 
CR Services
 
Industrial

 
1,085

 
4,054

 
1,499

 
1,085

 
5,553

 
6,638

 
2,759

1994
1994
 
Hebron Building 1
 
Industrial

 
8,855

 
10,961

 
392

 
8,855

 
11,353

 
20,208

 
4,810

2006
2006
 
Hebron Building 2
 
Industrial

 
6,790

 
9,037

 
3,852

 
6,813

 
12,866

 
19,679

 
4,642

2007
2007
 
Skyport Building 1
 
Industrial

 
1,057

 
5,876

 

 
1,057

 
5,876

 
6,933

 
750

1997
2010
 
Skyport Building 2
 
Industrial

 
1,400

 
9,114

 
181

 
1,400

 
9,295

 
10,695

 
1,263

1998
2010
 
Skyport Building 3
 
Industrial

 
2,016

 
9,114

 
244

 
2,016

 
9,358

 
11,374

 
1,666

2000
2010
 
Skyport Building 5
 
Industrial

 
2,878

 
7,408

 
589

 
2,878

 
7,997

 
10,875

 
2,031

2006
2010
 
Southpark Building 1
 
Industrial

 
553

 
1,706

 
164

 
553

 
1,870

 
2,423

 
330

1990
2010
 
Southpark Building 3
 
Industrial

 
755

 
3,975

 
18

 
755

 
3,993

 
4,748

 
614

1991
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hillsdale, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4160 Madison Street
 
Industrial

 
1,069

 
866

 
55

 
1,069

 
921

 
1,990

 
245

1974
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Holly Springs, North Carolina
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
REX Holly Springs MOB
 
Medical Office

 
11

 
7,724

 
129

 
11

 
7,853

 
7,864

 
671

2011
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hopkins, Minnesota
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cornerstone Business Center
 
Industrial
1,942

 
1,469

 
8,186

 
1,677

 
1,454

 
9,878

 
11,332

 
3,791

1996
1997
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Houston, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Point North One
 
Industrial

 
3,125

 
3,420

 
2,169

 
3,125

 
5,589

 
8,714

 
2,417

2008
2008
 
Point North Two
 
Industrial

 
4,210

 
5,651

 
49

 
4,210

 
5,700

 
9,910

 

2013
2013
 
Sam Houston Crossing Two
 
Office

 
2,088

 
17,392

 
1,615

 
2,088

 
19,007

 
21,095

 
599

2013
2013
 
Westland I
 
Industrial

 
4,183

 
4,837

 
3,317

 
4,233

 
8,104

 
12,337

 
2,995

2008
2008
 
Westland II
 
Industrial

 
3,439

 
8,890

 
501

 
3,246

 
9,584

 
12,830

 
1,403

2011
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hutchins, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Duke Intermodal I
 
Industrial
9,442

 
5,290

 
9,242

 
2,579

 
5,290

 
11,821

 
17,111

 
3,763

2006
2006
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Independence, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Freedom Square I
 
Office

 
595

 
3,454

 
(1,543
)
 
595

 
1,911

 
2,506

 
1,843

1980
1996
 
Freedom Square II
 
Office

 
1,746

 
11,368

 
(1,168
)
 
1,746

 
10,200

 
11,946

 
6,599

1987
1996
 
Freedom Square III
 
Office

 
701

 
5,151

 
(1,083
)
 
701

 
4,068

 
4,769

 
2,306

1997
1997
 
Oak Tree Place
 
Office

 
703

 
4,256

 
1,000

 
703

 
5,256

 
5,959

 
2,382

1995
1997
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

-104-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
Indianapolis, Indiana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6061 Guion Rd
 
Industrial

 
274

 
1,770

 
495

 
274

 
2,265

 
2,539

 
1,111

1974
1995
 
St. Vincent Max Simon MOB
 
Medical Office

 
3,209

 
11,575

 
325

 
3,209

 
11,900

 
15,109

 
1,910

2007
2011
 
Centerre/Community Rehab Hosp
 
Medical Office

 
1,150

 
16,709

 
171

 
1,150

 
16,880

 
18,030

 
508

2013
2013
 
Park 100 Bldg 31
 
Industrial

 
64

 
337

 
223

 
64

 
560

 
624

 
145

1978
2005
 
Park 100 Building 96
 
Industrial
7,808

 
1,171

 
13,804

 
113

 
1,424

 
13,664

 
15,088

 
6,933

1997
1995
 
Park 100 Building 98
 
Industrial

 
273

 
7,482

 
2,828

 
273

 
10,310

 
10,583

 
6,088

1995
1994
 
Park 100 Building 100
 
Industrial

 
103

 
1,889

 
896

 
103

 
2,785

 
2,888

 
1,429

1995
1995
 
Park 100 Building 102
 
Office

 
182

 
1,087

 
432

 
182

 
1,519

 
1,701

 
507

1982
2005
 
Park 100 Building 109
 
Industrial

 
240

 
1,636

 
627

 
246

 
2,257

 
2,503

 
1,570

1985
1986
 
Park 100 Building 116
 
Office

 
341

 
2,817

 
608

 
348

 
3,418

 
3,766

 
2,205

1988
1988
 
Park 100 Building 118
 
Office

 
226

 
1,859

 
1,142

 
230

 
2,997

 
3,227

 
1,682

1988
1993
 
Park 100 Building 122
 
Industrial

 
284

 
3,154

 
1,406

 
290

 
4,554

 
4,844

 
2,449

1990
1993
 
Park 100 Building 124
 
Office

 
227

 
2,143

 
776

 
227

 
2,919

 
3,146

 
919

1992
2002
 
Park 100 Building 127
 
Industrial

 
96

 
1,485

 
672

 
96

 
2,157

 
2,253

 
1,073

1995
1995
 
Park 100 Building 141
 
Industrial
1,982

 
1,120

 
2,562

 
273

 
1,120

 
2,835

 
3,955

 
1,097

2005
2005
 
Hewlett-Packard Land Lease
 
Grounds

 
252

 

 

 
252

 

 
252

 
73

n/a
2003
 
Park 100 Bldg 121 Land Lease
 
Grounds

 
5

 

 

 
5

 

 
5

 
1

n/a
2003
 
Hewlett Packard Land Lse-62
 
Grounds

 
45

 

 

 
45

 

 
45

 
13

n/a
2003
 
West 79th St. Parking Lot LL
 
Grounds

 
350

 

 
699

 
1,049

 

 
1,049

 
390

n/a
2006
 
Park Fletcher Building 33
 
Industrial

 
847

 
5,264

 
593

 
847

 
5,857

 
6,704

 
1,441

1997
2006
 
Park Fletcher Building 34
 
Industrial

 
910

 
5,427

 
667

 
910

 
6,094

 
7,004

 
1,482

1997
2006
 
Park Fletcher Building 35
 
Industrial

 
260

 
1,422

 
134

 
260

 
1,556

 
1,816

 
383

1997
2006
 
Park Fletcher Building 36
 
Industrial

 
326

 
2,326

 
88

 
326

 
2,414

 
2,740

 
573

1997
2006
 
Park Fletcher Building 37
 
Industrial

 
196

 
653

 
9

 
196

 
662

 
858

 
159

1998
2006
 
Park Fletcher Building 38
 
Industrial

 
1,428

 
5,908

 
168

 
1,428

 
6,076

 
7,504

 
1,797

1999
2006
 
Park Fletcher Building 39
 
Industrial

 
570

 
2,054

 
292

 
570

 
2,346

 
2,916

 
767

1999
2006
 
Park Fletcher Building 40
 
Industrial

 
761

 
2,965

 
642

 
761

 
3,607

 
4,368

 
1,021

1999
2006
 
Park Fletcher Building 41
 
Industrial

 
952

 
4,131

 
428

 
952

 
4,559

 
5,511

 
1,172

2001
2006
 
Park Fletcher Building 42
 
Industrial

 
2,095

 
8,273

 
232

 
2,095

 
8,505

 
10,600

 
2,186

2001
2006
 
One Parkwood Crossing
 
Office

 
1,018

 
9,130

 
2,316

 
1,018

 
11,446

 
12,464

 
5,395

1989
1995
 
Three Parkwood Crossing
 
Office

 
1,377

 
7,256

 
2,044

 
1,316

 
9,361

 
10,677

 
4,407

1997
1997
 
Four Parkwood Crossing
 
Office

 
1,383

 
10,586

 
1,866

 
1,431

 
12,404

 
13,835

 
5,306

1998
1998
 
Five Parkwood Crossing
 
Office

 
1,485

 
10,119

 
2,347

 
1,528

 
12,423

 
13,951

 
4,212

1999
1999
 
Six Parkwood Crossing
 
Office

 
1,960

 
12,993

 
2,110

 
1,960

 
15,103

 
17,063

 
5,480

2000
2000
 
Seven Parkwood Crossing
 
Office

 
1,877

 
4,121

 
1,186

 
1,877

 
5,307

 
7,184

 
660

2000
2011
 
Eight Parkwood Crossing
 
Office

 
6,435

 
15,340

 
776

 
6,435

 
16,116

 
22,551

 
7,802

2003
2003
 
Nine Parkwood Crossing
 
Office

 
6,046

 
12,971

 
2,831

 
6,047

 
15,801

 
21,848

 
4,896

2005
2005
 
One West
 
Office
14,322

 
5,361

 
16,182

 
5,003

 
5,361

 
21,185

 
26,546

 
4,768

2007
2007
 
PWW Granite City Lease
 
Grounds

 
1,846

 
856

 
143

 
1,989

 
856

 
2,845

 
477

2008
2009

-105-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
One West Parking Garage
 
Grounds

 

 
1,616

 

 

 
1,616

 
1,616

 
98

2007
2011
 
River Road Building I
 
Office

 
856

 
6,162

 
3,119

 
856

 
9,281

 
10,137

 
4,953

1998
1998
 
River Road Building II
 
Office

 
1,827

 
8,416

 
3,095

 
1,886

 
11,452

 
13,338

 
2,984

2008
2008
 
Woodland Corporate Park I
 
Office

 
290

 
3,399

 
1,474

 
290

 
4,873

 
5,163

 
2,070

1998
1998
 
Woodland Corporate Park II
 
Office

 
271

 
2,914

 
2,056

 
297

 
4,944

 
5,241

 
1,884

1999
1999
 
Woodland Corporate Park III
 
Office

 
1,227

 
3,322

 
706

 
1,227

 
4,028

 
5,255

 
1,340

2000
2000
 
Woodland Corporate Park V
 
Office

 
768

 
9,976

 
94

 
768

 
10,070

 
10,838

 
4,083

2003
2003
 
Woodland Corporate Park VI
 
Office

 
2,145

 
10,163

 
4,299

 
2,145

 
14,462

 
16,607

 
4,293

2008
2008
 
Georgetown Rd. Bldg 1
 
Industrial

 
468

 
2,060

 
219

 
468

 
2,279

 
2,747

 
359

1987
2010
 
Georgetown Rd. Bldg 2
 
Industrial

 
465

 
2,174

 
607

 
465

 
2,781

 
3,246

 
344

1987
2010
 
Georgetown Rd. Bldg 3
 
Industrial

 
408

 
1,036

 
87

 
408

 
1,123

 
1,531

 
176

1987
2010
 
North Airport Park Bldg 2
 
Industrial

 
1,800

 
4,989

 
344

 
1,800

 
5,333

 
7,133

 
896

1997
2010
 
Park 100 Building 39
 
Industrial

 
628

 
2,284

 
36

 
628

 
2,320

 
2,948

 
388

1987
2010
 
Park 100 Building 48
 
Industrial

 
690

 
1,730

 
406

 
690

 
2,136

 
2,826

 
304

1984
2010
 
Park 100 Building 49
 
Industrial

 
364

 
1,687

 
159

 
364

 
1,846

 
2,210

 
284

1982
2010
 
Park 100 Building 50
 
Industrial

 
327

 
786

 
70

 
327

 
856

 
1,183

 
129

1982
2010
 
Park 100 Building 52
 
Industrial

 
216

 
189

 

 
216

 
189

 
405

 
37

1983
2010
 
Park 100 Building 53
 
Industrial

 
338

 
1,513

 
121

 
338

 
1,634

 
1,972

 
260

1984
2010
 
Park 100 Building 54
 
Industrial

 
354

 
1,390

 
233

 
354

 
1,623

 
1,977

 
208

1984
2010
 
Park 100 Building 57
 
Industrial

 
616

 
1,183

 
165

 
616

 
1,348

 
1,964

 
202

1984
2010
 
Park 100 Building 58
 
Industrial

 
642

 
2,222

 
102

 
642

 
2,324

 
2,966

 
389

1984
2010
 
Park 100 Building 59
 
Industrial

 
411

 
1,451

 
165

 
411

 
1,616

 
2,027

 
243

1985
2010
 
Park 100 Building 60
 
Industrial

 
382

 
1,526

 
82

 
382

 
1,608

 
1,990

 
266

1985
2010
 
Park 100 Building 62
 
Industrial

 
616

 
718

 
36

 
616

 
754

 
1,370

 
360

1986
2010
 
Park 100 Building 63
 
Industrial

 
388

 
1,049

 
40

 
388

 
1,089

 
1,477

 
224

1987
2010
 
Park 100 Building 64
 
Industrial

 
389

 
1,071

 
62

 
389

 
1,133

 
1,522

 
182

1987
2010
 
Park 100 Building 66
 
Industrial

 
424

 
1,303

 
13

 
424

 
1,316

 
1,740

 
270

1987
2010
 
Park 100 Building 67
 
Industrial

 
338

 
710

 
169

 
338

 
879

 
1,217

 
147

1987
2010
 
Park 100 Building 68
 
Industrial

 
338

 
1,200

 
67

 
338

 
1,267

 
1,605

 
169

1987
2010

-106-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
Park 100 Building 79
 
Industrial

 
358

 
1,781

 
129

 
358

 
1,910

 
2,268

 
260

1988
2010
 
Park 100 Building 80
 
Industrial

 
358

 
1,811

 
83

 
358

 
1,894

 
2,252

 
244

1988
2010
 
Park 100 Building 83
 
Industrial

 
427

 
1,488

 
118

 
427

 
1,606

 
2,033

 
321

1989
2010
 
Park 100 Building 84
 
Industrial

 
427

 
1,894

 
135

 
427

 
2,029

 
2,456

 
271

1989
2010
 
Park 100 Building 87
 
Industrial

 
1,136

 
7,008

 
382

 
1,136

 
7,390

 
8,526

 
1,398

1989
2010
 
Park 100 Building 97
 
Industrial

 
1,070

 
4,993

 
196

 
1,070

 
5,189

 
6,259

 
696

1994
2010
 
Park 100 Building 110
 
Office

 
376

 
1,706

 
25

 
376

 
1,731

 
2,107

 
246

1987
2010
 
Park 100 Building 111
 
Office

 
633

 
3,128

 
285

 
633

 
3,413

 
4,046

 
715

1987
2010
 
Park 100 Building 112
 
Industrial

 
356

 
836

 
23

 
356

 
859

 
1,215

 
132

1987
2010
 
Park 100 Building 128
 
Industrial
9,946

 
1,152

 
16,581

 
65

 
1,152

 
16,646

 
17,798

 
4,076

1996
2010
 
Park 100 Building 129
 
Industrial
5,335

 
1,280

 
9,062

 
642

 
1,280

 
9,704

 
10,984

 
1,246

2000
2010
 
Park 100 Building 131
 
Industrial
6,057

 
1,680

 
10,834

 
198

 
1,680

 
11,032

 
12,712

 
1,335

1997
2010
 
Park 100 Building 133
 
Industrial

 
104

 
1,157

 

 
104

 
1,157

 
1,261

 
139

1997
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Itasca, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
751 Expressway
 
Industrial

 
1,208

 
2,424

 
(23
)
 
1,208

 
2,401

 
3,609

 
264

1978
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Katy, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christus St. Catherine Plaza 1
 
Medical Office

 
47

 
9,092

 
169

 
47

 
9,261

 
9,308

 
1,043

2001
2011
 
Christus St. Catherine Plaza 2
 
Medical Office

 
122

 
12,009

 
243

 
122

 
12,252

 
12,374

 
1,170

2004
2011
 
Christus St. Catherine Plaza 3
 
Medical Office

 
131

 
9,963

 
55

 
131

 
10,018

 
10,149

 
1,395

2006
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Keller, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Baylor Emergency @ Keller
 
Medical Office

 
2,365

 
10,028

 

 
2,365

 
10,028

 
12,393

 

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kissimmee, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kissimmee Medical Plaza
 
Medical Office
10,712

 
763

 
18,221

 
85

 
763

 
18,306

 
19,069

 
1,096

2009
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kyle, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Seton Hays MOB I
 
Medical Office

 
165

 
11,736

 
3,480

 
165

 
15,216

 
15,381

 
2,035

2009
2009
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
La Miranda, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trojan Way
 
Industrial

 
23,503

 
33,342

 
125

 
23,503

 
33,467

 
56,970

 
2,475

2002
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LaPorte, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bayport Container Lot
 
Grounds

 
3,334

 

 

 
3,334

 

 
3,334

 

n/a
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Las Cruces, New Mexico
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mountain View Medical Plaza
 
Medical Office
12,182

 
430

 
20,298

 
45

 
430

 
20,343

 
20,773

 
1,687

2003
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

-107-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
Lawrenceville, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weyerhaeuser BTS
 
Industrial
9,283

 
3,974

 
3,101

 
22

 
3,982

 
3,115

 
7,097

 
2,326

2004
2004
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lebanon, Indiana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lebanon Building 4
 
Industrial
10,928

 
305

 
8,954

 
113

 
177

 
9,195

 
9,372

 
3,716

2000
1997
 
Lebanon Building 9
 
Industrial
11,007

 
554

 
6,675

 
1,253

 
554

 
7,928

 
8,482

 
3,008

1999
1999
 
Lebanon Building 12
 
Industrial
25,477

 
5,163

 
12,851

 
740

 
5,163

 
13,591

 
18,754

 
6,899

2003
2003
 
Lebanon Building 13
 
Industrial
9,931

 
561

 
6,473

 
396

 
1,901

 
5,529

 
7,430

 
3,181

2003
2003
 
Lebanon Building 14
 
Industrial
19,207

 
2,813

 
11,145

 
1,453

 
2,813

 
12,598

 
15,411

 
4,025

2005
2005
 
Lebanon Building 1(Amer Air)
 
Industrial

 
312

 
3,799

 
36

 
312

 
3,835

 
4,147

 
596

1996
2010
 
Lebanon Building 2
 
Industrial

 
948

 
19,037

 
144

 
948

 
19,181

 
20,129

 
2,417

2007
2010
 
Lebanon Building 6
 
Industrial
10,644

 
699

 
8,250

 

 
699

 
8,250

 
8,949

 
1,287

1998
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lebanon, Tennessee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Park 840 Logistics Cnt. Bldg 653
 
Industrial

 
6,776

 
9,066

 
3,925

 
6,776

 
12,991

 
19,767

 
4,732

2006
2006
 
Park 840 East Log. Ctr Bld 300
 
Industrial

 
7,731

 
14,881

 
527

 
7,731

 
15,408

 
23,139

 
589

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lockbourne, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Creekside XXII
 
Industrial

 
2,868

 
17,032

 
207

 
2,868

 
17,239

 
20,107

 
1,615

2008
2012
 
Creekside XIV
 
Industrial

 
1,947

 
12,630

 
75

 
1,947

 
12,705

 
14,652

 
1,522

2005
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Logan Township, New Jersey
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1130 Commerce Boulevard
 
Industrial
10,740

 
3,770

 
19,338

 

 
3,770

 
19,338

 
23,108

 
446

2002
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long Beach, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3700 Cover Street
 
Industrial

 
7,280

 
6,954

 

 
7,280

 
6,954

 
14,234

 
139

2012
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Longview, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Longview MOB
 
Medical Office
15,051

 
403

 
26,792

 

 
403

 
26,792

 
27,195

 
2,071

2003
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lynwood, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Century Distribution Center
 
Industrial

 
16,847

 
17,881

 
30

 
16,847

 
17,911

 
34,758

 
1,963

2007
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Manteca, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
600 Spreckels Ave
 
Industrial

 
4,851

 
19,703

 
67

 
4,851

 
19,770

 
24,621

 
1,124

1999
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marble Falls, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marble Falls Medical Center
 
Medical Office

 
1,519

 
18,836

 
585

 
1,519

 
19,421

 
20,940

 
631

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

-108-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
Maryland Heights, Missouri
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Riverport Tower
 
Office

 
3,549

 
27,553

 
8,829

 
3,549

 
36,382

 
39,931

 
17,590

1991
1997
 
Riverport Distribution
 
Industrial

 
242

 
2,217

 
1,402

 
242

 
3,619

 
3,861

 
1,734

1990
1997
 
14000 Riverport Dr
 
Industrial

 
1,197

 
8,590

 
427

 
1,197

 
9,017

 
10,214

 
4,109

1992
1997
 
13900 Riverport Dr
 
Office

 
2,285

 
9,473

 
891

 
2,285

 
10,364

 
12,649

 
4,534

1999
1999
 
Riverport I
 
Industrial

 
900

 
2,568

 
637

 
900

 
3,205

 
4,105

 
1,571

1999
1999
 
Riverport II
 
Industrial

 
1,238

 
4,128

 
1,581

 
1,238

 
5,709

 
6,947

 
2,108

2000
2000
 
Riverport III
 
Industrial

 
1,269

 
1,904

 
2,375

 
1,269

 
4,279

 
5,548

 
1,837

2001
2001
 
Riverport IV
 
Industrial

 
1,864

 
3,362

 
1,736

 
1,864

 
5,098

 
6,962

 
1,711

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
McDonough, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
120 Declaration Dr
 
Industrial

 
615

 
8,377

 
1,126

 
615

 
9,503

 
10,118

 
3,280

1997
1999
 
250 Declaration Dr
 
Industrial
19,539

 
2,273

 
11,552

 
2,860

 
2,312

 
14,373

 
16,685

 
4,609

2001
2001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
McKinney, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Baylor McKinney MOB I
 
Medical Office

 
313

 
18,762

 
6,255

 
313

 
25,017

 
25,330

 
1,465

2012
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mechanicsburg, Pennsylvania
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
500 Independence Avenue
 
Industrial

 
4,494

 
15,711

 

 
4,494

 
15,711

 
20,205

 
289

2008
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Melrose Park, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Melrose Business Center
 
Industrial

 
5,907

 
17,578

 
(18
)
 
5,907

 
17,560

 
23,467

 
2,183

2000
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mendota Heights, Minnesota
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enterprise Industrial Center
 
Industrial

 
864

 
4,888

 
730

 
864

 
5,618

 
6,482

 
2,468

1979
1997
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mequon, Wisconsin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Seton Professional Building
 
Medical Office

 
560

 
13,281

 
93

 
560

 
13,374

 
13,934

 
929

1994
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Miami, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9601 NW 112 Ave - Dade Paper
 
Industrial

 
11,626

 
14,651

 

 
11,626

 
14,651

 
26,277

 
132

2003
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Middletown, Delaware
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
560 Merrimac Ave.
 
Industrial

 
25,138

 
40,561

 
627

 
25,139

 
41,187

 
66,326

 
2,771

2012
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Milwaukee, Wisconsin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Water Tower Medical Commons
 
Medical Office

 
1,024

 
43,728

 
72

 
1,024

 
43,800

 
44,824

 
2,438

2007
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Minooka, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
801 Midpoint Rd
 
Industrial

 
6,282

 
33,196

 

 
6,282

 
33,196

 
39,478

 

2008
2013

-109-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Modesto, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1000 Oates Court
 
Industrial
14,273

 
10,115

 
18,397

 

 
10,115

 
18,397

 
28,512

 
1,251

2002
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Moosic, Pennsylvania
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shoppes at Montage
 
Retail

 
21,347

 
36,367

 
3,134

 
21,347

 
39,501

 
60,848

 
19,063

2007
2009
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Morgans Point, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Barbours Cut I
 
Industrial

 
1,482

 
8,209

 

 
1,482

 
8,209

 
9,691

 
1,226

2004
2010
 
Barbours Cut II
 
Industrial

 
1,447

 
8,471

 

 
1,447

 
8,471

 
9,918

 
1,265

2005
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Morrisville, North Carolina
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
507 Airport Blvd
 
Industrial

 
1,327

 
6,885

 
1,981

 
1,351

 
8,842

 
10,193

 
3,226

1993
1999
 
5151 McCrimmon Pkwy
 
Office

 
1,318

 
6,584

 
3,260

 
1,342

 
9,820

 
11,162

 
3,553

1995
1999
 
2600 Perimeter Park Dr
 
Industrial

 
975

 
4,997

 
1,444

 
991

 
6,425

 
7,416

 
2,612

1997
1999
 
2400 Perimeter Park Drive
 
Office

 
760

 
5,417

 
1,939

 
778

 
7,338

 
8,116

 
2,622

1999
1999
 
3000 Perimeter Park Dr (Met 1)
 
Industrial

 
482

 
2,385

 
1,343

 
491

 
3,719

 
4,210

 
1,491

1989
1999
 
2900 Perimeter Park Dr (Met 2)
 
Industrial

 
235

 
1,587

 
1,371

 
264

 
2,929

 
3,193

 
1,153

1990
1999
 
2800 Perimeter Park Dr (Met 3)
 
Industrial

 
777

 
4,341

 
1,184

 
843

 
5,459

 
6,302

 
2,050

1992
1999
 
1100 Perimeter Park Drive
 
Office

 
777

 
5,447

 
2,645

 
794

 
8,075

 
8,869

 
3,024

1990
1999
 
1500 Perimeter Park Drive
 
Office

 
1,148

 
10,072

 
2,029

 
1,177

 
12,072

 
13,249

 
4,457

1996
1999
 
1600 Perimeter Park Drive
 
Office

 
1,463

 
9,169

 
2,445

 
1,513

 
11,564

 
13,077

 
4,850

1994
1999
 
1800 Perimeter Park Drive
 
Office

 
907

 
4,930

 
2,027

 
993

 
6,871

 
7,864

 
2,639

1994
1999
 
2000 Perimeter Park Drive
 
Office

 
788

 
5,038

 
1,095

 
842

 
6,079

 
6,921

 
2,500

1997
1999
 
1700 Perimeter Park Drive
 
Office

 
1,230

 
8,838

 
4,022

 
1,260

 
12,830

 
14,090

 
4,840

1997
1999
 
5200 East Paramount Parkway
 
Office

 
1,748

 
9,093

 
1,475

 
1,797

 
10,519

 
12,316

 
559

1999
1999
 
2700 Perimeter Park
 
Industrial

 
662

 
1,250

 
1,920

 
662

 
3,170

 
3,832

 
1,063

2001
2001
 
5200 West Paramount
 
Office

 
1,831

 
10,001

 
1,831

 
1,831

 
11,832

 
13,663

 
3,873

2001
2001
 
2450 Perimeter Park Drive
 
Office

 
669

 
2,259

 
178

 
669

 
2,437

 
3,106

 
735

2002
2002
 
3800 Paramount Parkway
 
Office

 
2,657

 
4,399

 
3,666

 
2,657

 
8,065

 
10,722

 
2,256

2006
2006
 
Lenovo BTS I
 
Office

 
1,439

 
16,956

 
1,518

 
1,439

 
18,474

 
19,913

 
6,290

2006
2006
 
Lenovo BTS II
 
Office

 
1,725

 
16,804

 
2,004

 
1,725

 
18,808

 
20,533

 
5,750

2007
2007
 
5221 Paramount Parkway
 
Office

 
1,661

 
13,600

 
3,005

 
1,661

 
16,605

 
18,266

 
4,041

2008
2008
 
2250 Perimeter Park
 
Office

 
2,290

 
6,642

 
2,445

 
2,290

 
9,087

 
11,377

 
3,400

2008
2008
 
Perimeter One
 
Office

 
5,880

 
9,831

 
9,165

 
5,750

 
19,126

 
24,876

 
6,386

2007
2007
 
The Market at Perimeter Park
 
Retail

 
1,149

 
1,688

 
524

 
1,149

 
2,212

 
3,361

 
584

2009
2009
 
100 Innovation
 
Industrial

 
633

 
3,748

 
681

 
633

 
4,429

 
5,062

 
1,794

1994
1999
 
101 Innovation
 
Industrial

 
615

 
3,958

 
190

 
615

 
4,148

 
4,763

 
1,489

1997
1999
 
200 Innovation
 
Industrial

 
357

 
3,949

 
311

 
357

 
4,260

 
4,617

 
1,552

1999
1999
 
501 Innovation
 
Industrial

 
640

 
5,571

 
220

 
640

 
5,791

 
6,431

 
2,085

1999
1999

-110-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
1000 Innovation
 
Industrial

 
514

 
2,926

 
231

 
514

 
3,157

 
3,671

 
969

1996
2002
 
1200 Innovation
 
Industrial

 
740

 
4,416

 
362

 
740

 
4,778

 
5,518

 
1,466

1996
2002
 
400 Innovation
 
Industrial

 
908

 
1,240

 
387

 
908

 
1,627

 
2,535

 
870

2004
2004
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Murfreesboro, Tennessee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Middle Tenn Med Ctr - MOB
 
Medical Office

 

 
20,564

 
5,048

 
7

 
25,605

 
25,612

 
5,705

2008
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Naperville, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1835 Jefferson
 
Industrial

 
3,180

 
7,959

 
5

 
3,184

 
7,960

 
11,144

 
2,629

2005
2003
 
175 Ambassador Dr
 
Industrial

 
4,778

 
11,252

 
11

 
4,778

 
11,263

 
16,041

 
1,936

2006
2010
 
1860 W. Jefferson
 
Industrial
18,223

 
7,016

 
35,581

 
9

 
7,016

 
35,590

 
42,606

 
3,109

2000
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nashville, Tennessee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Airpark East-800 Commerce Dr.
 
Industrial
2,209

 
1,564

 
2,363

 
1,093

 
1,564

 
3,456

 
5,020

 
954

2002
2002
 
Riverview Office Building
 
Office

 
847

 
4,739

 
2,099

 
847

 
6,838

 
7,685

 
2,449

1983
1999
 
Nashville Business Center I
 
Industrial

 
936

 
5,871

 
1,280

 
936

 
7,151

 
8,087

 
2,898

1997
1999
 
Nashville Business Center II
 
Industrial

 
5,659

 
8,804

 
954

 
5,659

 
9,758

 
15,417

 
3,688

2005
2005
 
Four-Forty Business Center I
 
Industrial

 
938

 
6,428

 
125

 
938

 
6,553

 
7,491

 
2,403

1997
1999
 
Four-Forty Business Center III
 
Industrial

 
1,812

 
7,102

 
1,275

 
1,812

 
8,377

 
10,189

 
3,179

1998
1999
 
Four-Forty Business Center IV
 
Industrial

 
1,522

 
5,175

 
1,094

 
1,522

 
6,269

 
7,791

 
2,169

1997
1999
 
Four-Forty Business Center V
 
Industrial

 
471

 
2,236

 
746

 
471

 
2,982

 
3,453

 
1,117

1999
1999
 
Four-Forty Business Center II
 
Industrial
2,451

 
1,108

 
4,829

 
3

 
1,108

 
4,832

 
5,940

 
546

1996
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Century, Kansas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Century Building One
 
Industrial
9,317

 
1,710

 
18,279

 
123

 
1,710

 
18,402

 
20,112

 
567

2007
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Norfolk, Virginia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1400 Sewells Point Rd
 
Industrial
1,584

 
1,463

 
5,723

 
575

 
1,463

 
6,298

 
7,761

 
1,357

1983
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Northlake, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Northlake I
 
Industrial
7,753

 
5,721

 
9,123

 
871

 
5,721

 
9,994

 
15,715

 
2,802

2002
2002
 
Northlake III-Grnd Whse
 
Industrial
5,553

 
5,382

 
5,708

 
253

 
5,382

 
5,961

 
11,343

 
2,295

2006
2006
 
200 Champion Way
 
Industrial

 
3,554

 
12,262

 
22

 
3,554

 
12,284

 
15,838

 
1,178

1997
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Orlando, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Southcenter I-Brede/Allied BTS
 
Industrial

 
3,094

 
3,337

 
121

 
3,094

 
3,458

 
6,552

 
1,485

2003
2003

-111-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
Parksouth Distribution Ctr. B
 
Industrial

 
565

 
4,471

 
550

 
570

 
5,016

 
5,586

 
1,859

1996
1999
 
Parksouth Distribution Ctr. A
 
Industrial

 
493

 
4,331

 
834

 
498

 
5,160

 
5,658

 
1,820

1997
1999
 
Parksouth Distribution Ctr. D
 
Industrial

 
593

 
4,056

 
996

 
597

 
5,048

 
5,645

 
1,835

1998
1999
 
Parksouth Distribution Ctr. E
 
Industrial

 
649

 
4,422

 
1,204

 
677

 
5,598

 
6,275

 
1,970

1997
1999
 
Parksouth Distribution Ctr. F
 
Industrial

 
1,030

 
4,695

 
1,773

 
1,232

 
6,266

 
7,498

 
2,556

1999
1999
 
Parksouth Distribution Ctr. H
 
Industrial

 
725

 
3,017

 
823

 
754

 
3,811

 
4,565

 
1,282

2000
2000
 
Parksouth Distribution Ctr. C
 
Industrial

 
598

 
1,766

 
1,695

 
674

 
3,385

 
4,059

 
1,199

2003
2001
 
Parksouth-Benjamin Moore BTS
 
Industrial

 
708

 
2,067

 
62

 
1,129

 
1,708

 
2,837

 
825

2003
2003
 
Crossroads VII
 
Industrial

 
2,803

 
5,891

 
3,257

 
2,803

 
9,148

 
11,951

 
3,881

2006
2006
 
Crossroads VIII
 
Industrial

 
2,701

 
4,424

 
1,914

 
2,701

 
6,338

 
9,039

 
1,693

2007
2007
 
E Orlando Med Surgery Plaza
 
Medical Office

 
683

 
14,011

 
37

 
683

 
14,048

 
14,731

 
911

2009
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Otsego, Minnesota
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gateway North 1
 
Industrial

 
2,243

 
3,959

 
1,253

 
2,287

 
5,168

 
7,455

 
1,629

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pasadena, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interport Bldg I
 
Industrial

 
5,715

 
32,523

 
35

 
5,715

 
32,558

 
38,273

 
875

2007
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pembroke Pines, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PNC Ground Lease-Nursery Site
 
Grounds

 
1,752

 

 
5

 
1,757

 

 
1,757

 
91

n/a
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Phoenix, Arizona
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Estrella Buckeye
 
Industrial

 
1,796

 
5,889

 
411

 
1,796

 
6,300

 
8,096

 
1,564

1996
2010
 
Riverside Business Center
 
Industrial

 
5,349

 
13,154

 
884

 
5,349

 
14,038

 
19,387

 
3,018

2007
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plainfield, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Edward Plainfield MOB I
 
Medical Office

 

 
8,688

 
1,542

 

 
10,230

 
10,230

 
3,388

2006
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plainfield, Indiana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plainfield Building 1
 
Industrial
15,451

 
1,104

 
11,151

 
455

 
1,104

 
11,606

 
12,710

 
4,430

2000
2000
 
Plainfield Building 2
 
Industrial
15,495

 
1,387

 
7,863

 
3,253

 
2,868

 
9,635

 
12,503

 
4,939

2000
2000
 
Plainfield Building 3
 
Industrial
15,826

 
2,016

 
8,852

 
2,637

 
2,016

 
11,489

 
13,505

 
3,057

2002
2002
 
Plainfield Building 5
 
Industrial
12,095

 
2,726

 
6,488

 
989

 
2,726

 
7,477

 
10,203

 
3,103

2004
2004
 
Plainfield Building 8
 
Industrial
21,170

 
4,527

 
11,088

 
1,105

 
4,527

 
12,193

 
16,720

 
3,582

2006
2006
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

-112-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
Plano, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Baylor Plano MOB
 
Medical Office

 
16

 
28,010

 
4,066

 
49

 
32,043

 
32,092

 
4,083

2009
2009
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plantation, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Royal Palm I
 
Office

 
10,209

 
30,823

 
952

 
10,209

 
31,775

 
41,984

 
8,177

2001
2010
 
Royal Palm II
 
Office

 
8,935

 
29,954

 
2,462

 
8,935

 
32,416

 
41,351

 
6,956

2007
2010
 
Crossroads Business Park 1
 
Office
10,721

 
3,735

 
11,407

 
1,219

 
3,735

 
12,626

 
16,361

 
2,040

1997
2011
 
Crossroads Business Park 2
 
Office
14,505

 
2,610

 
12,018

 
1,180

 
2,610

 
13,198

 
15,808

 
2,301

1998
2011
 
Crossroads Business Park 3
 
Office
16,147

 
3,938

 
13,085

 
3,081

 
3,938

 
16,166

 
20,104

 
1,865

1999
2011
 
Crossroads Business Park 4
 
Office

 
3,037

 
11,462

 
3,787

 
3,037

 
15,249

 
18,286

 
1,498

2001
2011
 
Crossroads Bus. Pk.-So. Trust
 
Grounds

 
864

 

 

 
864

 

 
864

 
10

n/a
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plymouth, Minnesota
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Medicine Lake Indus. Center
 
Industrial

 
1,145

 
5,662

 
1,890

 
1,145

 
7,552

 
8,697

 
3,418

1970
1997
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pompano Beach, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Atlantic Business Center 1
 
Industrial

 
3,165

 
8,949

 
1,185

 
3,165

 
10,134

 
13,299

 
1,129

2000
2010
 
Atlantic Business Center 2
 
Industrial

 
2,663

 
8,751

 
684

 
2,663

 
9,435

 
12,098

 
1,188

2001
2010
 
Atlantic Business Center 3
 
Industrial

 
2,764

 
8,553

 
152

 
2,764

 
8,705

 
11,469

 
1,189

2001
2010
 
Atlantic Business Center 4A
 
Industrial

 
1,804

 
6,156

 
31

 
1,804

 
6,187

 
7,991

 
787

2002
2010
 
Atlantic Business Center 4B
 
Industrial
4,331

 
1,834

 
5,531

 
30

 
1,834

 
5,561

 
7,395

 
739

2002
2010
 
Atlantic Business Center 5A
 
Industrial

 
1,980

 
6,139

 
203

 
1,980

 
6,342

 
8,322

 
834

2002
2010
 
Atlantic Business Center 5B
 
Industrial

 
1,995

 
6,257

 
4

 
1,995

 
6,261

 
8,256

 
708

2004
2010
 
Atlantic Business Center 6A
 
Industrial

 
1,999

 
6,256

 
50

 
1,999

 
6,306

 
8,305

 
839

2004
2010
 
Atlantic Business Center 6B
 
Industrial

 
1,988

 
6,337

 
30

 
1,988

 
6,367

 
8,355

 
846

2002
2010
 
Atlantic Business Center 7A
 
Industrial

 
2,194

 
4,205

 
2

 
2,194

 
4,207

 
6,401

 
523

2005
2010
 
Atlantic Business Center 7B
 
Industrial

 
2,066

 
6,925

 
4

 
2,066

 
6,929

 
8,995

 
868

2004
2010
 
Atlantic Business Center 8
 
Industrial
4,589

 
1,616

 
3,785

 
48

 
1,616

 
3,833

 
5,449

 
560

2005
2010
 
Atlantic Business Center 9
 
Industrial
2,831

 
1,429

 
2,329

 
27

 
1,429

 
2,356

 
3,785

 
307

2006
2010
 
Copans Business Park 3
 
Industrial
4,045

 
1,710

 
3,804

 
86

 
1,710

 
3,890

 
5,600

 
482

1989
2010
 
Copans Business Park 4
 
Industrial
4,159

 
1,781

 
3,435

 
38

 
1,781

 
3,473

 
5,254

 
497

1989
2010
 
Park Central Business Park 1
 
Office
5,657

 
1,613

 
4,569

 
781

 
1,613

 
5,350

 
6,963

 
712

1985
2010
 
Park Central Business Park 2
 
Industrial
1,022

 
634

 
502

 
37

 
634

 
539

 
1,173

 
82

1982
2010
 
Park Central Business Park 3
 
Industrial
1,314

 
638

 
1,007

 
42

 
638

 
1,049

 
1,687

 
129

1982
2010

-113-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
Park Central Business Park 4
 
Industrial
1,858

 
938

 
1,076

 
231

 
938

 
1,307

 
2,245

 
157

1985
2010
 
Park Central Business Park 5
 
Industrial
2,595

 
1,125

 
1,430

 
482

 
1,125

 
1,912

 
3,037

 
230

1986
2010
 
Park Central Business Park 6
 
Industrial
1,757

 
1,088

 
1,002

 
103

 
1,088

 
1,105

 
2,193

 
186

1986
2010
 
Park Central Business Park 7
 
Industrial
2,110

 
979

 
950

 
27

 
979

 
977

 
1,956

 
259

1986
2010
 
Park Central Business Park 10
 
Industrial
3,619

 
1,688

 
2,299

 
(4
)
 
1,688

 
2,295

 
3,983

 
472

1999
2010
 
Park Central Business Park 11
 
Industrial
5,685

 
3,098

 
3,454

 
1,002

 
3,098

 
4,456

 
7,554

 
589

1995
2010
 
Pompano Commerce Ctr I
 
Industrial

 
3,250

 
5,425

 
319

 
3,250

 
5,744

 
8,994

 
1,235

2010
2010
 
Pompano Commerce Ctr III
 
Industrial

 
3,250

 
5,704

 

 
3,250

 
5,704

 
8,954

 
1,268

2010
2010
 
Sample 95 Business Park 1
 
Industrial
6,882

 
3,300

 
6,423

 
43

 
3,300

 
6,466

 
9,766

 
802

1999
2010
 
Sample 95 Business Park 2
 
Industrial
10,202

 
2,963

 
6,367

 
23

 
2,963

 
6,390

 
9,353

 
788

1999
2011
 
Sample 95 Business Park 3
 
Industrial
8,812

 
3,713

 
4,465

 
154

 
3,713

 
4,619

 
8,332

 
665

1999
2011
 
Sample 95 Business Park 4
 
Industrial

 
1,688

 
5,408

 
115

 
1,688

 
5,523

 
7,211

 
833

1999
2010
 
Copans Business Park 1
 
Industrial

 
1,856

 
3,236

 
506

 
1,856

 
3,742

 
5,598

 
504

1989
2011
 
Copans Business Park 2
 
Industrial

 
1,988

 
3,528

 
139

 
1,988

 
3,667

 
5,655

 
456

1989
2011
 
Park Central Business Park 8-9
 
Industrial
6,918

 
4,136

 
6,592

 
439

 
4,136

 
7,031

 
11,167

 
862

1998
2011
 
Park Central Business Park 12
 
Industrial
8,143

 
2,696

 
6,170

 
61

 
2,696

 
6,231

 
8,927

 
728

1998
2011
 
Park Central Business Park 14
 
Industrial
2,786

 
1,635

 
2,910

 
68

 
1,635

 
2,978

 
4,613

 
363

1996
2011
 
Park Central Business Park 15
 
Industrial
2,289

 
1,500

 
2,150

 
223

 
1,500

 
2,373

 
3,873

 
282

1998
2011
 
Park Central Business Park 33
 
Industrial
3,957

 
2,438

 
3,311

 
210

 
2,438

 
3,521

 
5,959

 
545

1997
2011
 
Atlantic Business Ctr. 10-KFC
 
Grounds

 
771

 

 

 
771

 

 
771

 
13

n/a
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Port Wentworth, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
318 Grange Road
 
Industrial
1,148

 
957

 
4,157

 
98

 
957

 
4,255

 
5,212

 
935

2001
2006
 
246 Grange Road
 
Industrial
4,830

 
1,191

 
8,294

 
10

 
1,191

 
8,304

 
9,495

 
2,201

2006
2006
 
100 Ocean Link Way-Godley Rd
 
Industrial
8,741

 
2,306

 
12,075

 
797

 
2,336

 
12,842

 
15,178

 
2,431

2006
2006
 
500 Expansion Blvd
 
Industrial
3,777

 
649

 
6,282

 
130

 
649

 
6,412

 
7,061

 
1,183

2006
2008
 
400 Expansion Blvd
 
Industrial
8,714

 
1,636

 
14,506

 
19

 
1,636

 
14,525

 
16,161

 
2,866

2007
2008
 
605 Expansion Blvd
 
Industrial
5,134

 
1,615

 
7,456

 
25

 
1,615

 
7,481

 
9,096

 
1,533

2007
2008
 
405 Expansion Blvd
 
Industrial
2,016

 
535

 
3,194

 

 
535

 
3,194

 
3,729

 
394

2008
2009
 
600 Expansion Blvd
 
Industrial
5,774

 
1,248

 
9,392

 

 
1,248

 
9,392

 
10,640

 
1,148

2008
2009
 
602 Expansion Blvd
 
Industrial

 
1,840

 
10,981

 
27

 
1,859

 
10,989

 
12,848

 
1,242

2009
2009
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Raleigh, North Carolina
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crabtree Overlook
 
Office

 
2,164

 
14,571

 
1,354

 
2,164

 
15,925

 
18,089

 
5,070

2001
2001

-114-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
WakeMed Brier Creek Healthplex
 
Medical Office

 
10

 
6,653

 
401

 
10

 
7,054

 
7,064

 
465

2011
2011
 
WakeMed Raleigh Medical Park
 
Medical Office

 
15

 
12,078

 
3,294

 
15

 
15,372

 
15,387

 
733

2012
2012
 
Walnut Creek Business Park I
 
Industrial

 
419

 
1,780

 
662

 
442

 
2,419

 
2,861

 
801

2001
2001
 
Walnut Creek Business Park II
 
Industrial

 
456

 
2,276

 
437

 
487

 
2,682

 
3,169

 
891

2001
2001
 
Walnut Creek Business Park III
 
Industrial

 
679

 
2,927

 
1,372

 
719

 
4,259

 
4,978

 
1,256

2001
2001
 
Walnut Creek Business Park IV
 
Industrial

 
2,038

 
1,843

 
1,452

 
2,083

 
3,250

 
5,333

 
1,826

2004
2004
 
Walnut Creek Business Park V
 
Industrial

 
1,718

 
2,976

 
602

 
1,718

 
3,578

 
5,296

 
1,079

2008
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redlands, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Redlands Commerce Center
 
Industrial
17,379

 
20,031

 
18,893

 
29

 
20,031

 
18,922

 
38,953

 
615

2001
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rome, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Harbin Cancer Center
 
Medical Office

 
718

 
14,032

 

 
718

 
14,032

 
14,750

 
881

2010
2012
 
Harbin Clinic Heart Center
 
Medical Office

 
2,556

 
10,363

 

 
2,556

 
10,363

 
12,919

 
466

1994
2012
 
Harbin Clinic 1825 MarthaBerry
 
Medical Office

 

 
28,714

 
18

 

 
28,732

 
28,732

 
1,124

1960
2012
 
Harbin Clinic Rome Dialysis
 
Medical Office

 
190

 
765

 

 
190

 
765

 
955

 
51

2005
2012
 
Harbin Specialty Center
 
Medical Office

 
2,203

 
14,764

 

 
2,203

 
14,764

 
16,967

 
838

2007
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Romeoville, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Park 55 Bldg. 1
 
Industrial
7,307

 
6,433

 
7,707

 
1,278

 
6,433

 
8,985

 
15,418

 
3,386

2005
2005
 
Crossroads 2
 
Industrial
6,183

 
2,938

 
9,791

 
201

 
2,938

 
9,992

 
12,930

 
1,481

1999
2010
 
Crossroads 5
 
Industrial

 
5,296

 
6,199

 
272

 
5,296

 
6,471

 
11,767

 
2,287

2009
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Roseville, Minnesota
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
I-35 Business Center 1
 
Industrial

 
1,655

 
5,966

 
107

 
1,655

 
6,073

 
7,728

 
557

1998
2011
 
I-35 Business Center 2
 
Industrial

 
1,373

 
4,220

 
31

 
1,373

 
4,251

 
5,624

 
451

2000
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Roswell, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North Fulton Medical Plaza
 
Medical Office

 
291

 
10,908

 
772

 
291

 
11,680

 
11,971

 
720

2012
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
San Antonio, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christus Santa Rosa Hospital
 
Medical Office
9,825

 
5,267

 
10,660

 
197

 
5,267

 
10,857

 
16,124

 
1,481

2005
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sandy Springs, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Center Pointe I & II
 
Medical Office

 
13,552

 
18,788

 
22,953

 
13,562

 
41,731

 
55,293

 
12,924

2010
2007

-115-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Savannah, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
198 Gulfstream
 
Industrial
5,359

 
549

 
3,805

 
154

 
549

 
3,959

 
4,508

 
885

1997
2006
 
194 Gulfstream
 
Industrial

 
412

 
2,514

 
15

 
412

 
2,529

 
2,941

 
539

1998
2006
 
190 Gulfstream
 
Industrial
391

 
689

 
4,391

 
181

 
689

 
4,572

 
5,261

 
940

1999
2006
 
250 Grange Road
 
Industrial
2,211

 
928

 
8,648

 
7

 
928

 
8,655

 
9,583

 
2,217

2002
2006
 
248 Grange Road
 
Industrial
942

 
664

 
3,496

 
8

 
664

 
3,504

 
4,168

 
904

2002
2006
 
163 Portside Court
 
Industrial
20,205

 
8,433

 
8,366

 
35

 
8,433

 
8,401

 
16,834

 
3,824

2004
2006
 
151 Portside Court
 
Industrial
1,896

 
966

 
7,140

 
137

 
966

 
7,277

 
8,243

 
1,489

2003
2006
 
175 Portside Court
 
Industrial
10,708

 
4,300

 
15,696

 
679

 
4,791

 
15,884

 
20,675

 
4,659

2005
2006
 
150 Portside Court
 
Industrial

 
3,071

 
22,520

 
1,367

 
3,071

 
23,887

 
26,958

 
6,443

2001
2006


-116-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
235 Jimmy Deloach Parkway
 
Industrial

 
1,074

 
8,442

 
44

 
1,074

 
8,486

 
9,560

 
2,208

2001
2006
 
239 Jimmy Deloach Parkway
 
Industrial

 
1,074

 
7,141

 
37

 
1,074

 
7,178

 
8,252

 
1,889

2001
2006
 
246 Jimmy Deloach Parkway
 
Industrial
2,935

 
992

 
5,383

 
81

 
992

 
5,464

 
6,456

 
1,450

2006
2006
 
200 Ocean Link Way
 
Industrial
5,750

 
878

 
10,021

 
90

 
883

 
10,106

 
10,989

 
2,089

2006
2008
 
2509 Dean Forest Rd - Westport
 
Industrial

 
2,392

 
8,303

 
641

 
2,959

 
8,377

 
11,336

 
1,271

2008
2011
 
276 Jimmy Deloach Land
 
Grounds

 
2,267

 

 
3

 
2,270

 

 
2,270

 
358

n/a
2006
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sea Brook, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bayport Logistics Center
 
Industrial

 
2,629

 
13,284

 

 
2,629

 
13,284

 
15,913

 
2,048

2009
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sebring, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sebring Medical Pavilion
 
Medical Office

 
393

 
6,870

 
35

 
393

 
6,905

 
7,298

 
409

2008
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Seven Hills, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rock Run North
 
Office

 
837

 
5,239

 
(299
)
 
837

 
4,940

 
5,777

 
2,530

1984
1996
 
Rock Run Center
 
Office

 
1,046

 
6,251

 
(2,723
)
 
1,046

 
3,528

 
4,574

 
2,937

1985
1996
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shakopee, Minnesota
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MN Valley West
 
Industrial

 
1,496

 
6,309

 

 
1,496

 
6,309

 
7,805

 
680

2000
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sharonville, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mosteller Distribution Ctr. II
 
Industrial

 
828

 
3,199

 
1,479

 
408

 
5,098

 
5,506

 
2,202

1997
1997
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Snellville, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New Hampton Place
 
Medical Office

 
27

 
6,076

 
531

 
27

 
6,607

 
6,634

 
817

2011
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
St. Louis, Missouri
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Lakeside Crossing Building One
 
Industrial

 
547

 
812

 
728

 
431

 
1,656

 
2,087

 
436

2002
2002
 
Lakeside Crossing Building II
 
Industrial

 
732

 
1,105

 
57

 
731

 
1,163

 
1,894

 
527

2003
2003
 
Lakeside Crossing Building III
 
Industrial

 
1,784

 
3,453

 
543

 
1,502

 
4,278

 
5,780

 
1,362

2002
2002
 
530 Maryville Centre
 
Office

 
2,219

 
13,972

 
3,652

 
2,219

 
17,624

 
19,843

 
7,695

1990
1997
 
550 Maryville Centre
 
Office

 
1,996

 
10,323

 
2,825

 
1,996

 
13,148

 
15,144

 
5,429

1988
1997
 
635-645 Maryville Centre
 
Office

 
3,048

 
16,794

 
4,521

 
3,048

 
21,315

 
24,363

 
9,143

1987
1997
 
655 Maryville Centre
 
Office

 
1,860

 
13,067

 
2,489

 
1,860

 
15,556

 
17,416

 
6,818

1994
1997
 
540 Maryville Centre
 
Office

 
2,219

 
13,313

 
2,997

 
2,219

 
16,310

 
18,529

 
7,462

1990
1997
 
520 Maryville Centre
 
Office

 
2,404

 
13,843

 
2,618

 
2,404

 
16,461

 
18,865

 
6,225

1999
1999
 
625 Maryville Centre
 
Office

 
2,509

 
10,694

 
2,265

 
2,509

 
12,959

 
15,468

 
4,557

1996
2002
 
Westport Center I
 
Industrial

 
1,315

 
4,420

 
1,348

 
1,315

 
5,768

 
7,083

 
2,363

1998
1998
 
Westport Center II
 
Industrial

 
707

 
1,763

 
609

 
707

 
2,372

 
3,079

 
976

1998
1998
 
Westport Center III
 
Industrial

 
1,206

 
2,623

 
953

 
1,206

 
3,576

 
4,782

 
1,681

1999
1999

-117-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
Westport Center V
 
Industrial

 
493

 
1,274

 
429

 
493

 
1,703

 
2,196

 
619

2000
2000
 
Westmark
 
Office

 
1,491

 
9,064

 
2,870

 
1,336

 
12,089

 
13,425

 
6,133

1987
1995
 
Westview Place
 
Office

 
669

 
6,320

 
4,671

 
669

 
10,991

 
11,660

 
5,715

1988
1995
 
Woodsmill Commons II (400)
 
Office

 
1,718

 
6,776

 
1,256

 
1,718

 
8,032

 
9,750

 
2,716

1985
2003
 
Woodsmill Commons I (424)
 
Office

 
1,836

 
6,614

 
1,452

 
1,836

 
8,066

 
9,902

 
2,770

1985
2003
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stafford, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stafford Distribution Center
 
Industrial

 
3,502

 
4,232

 
3,321

 
3,502

 
7,553

 
11,055

 
2,598

2008
2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sterling, Virginia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22800 Davis Drive
 
Office

 
2,550

 
11,250

 
31

 
2,550

 
11,281

 
13,831

 
2,518

1989
2006
 
22714 Glenn Drive
 
Industrial

 
3,973

 
3,617

 
1,047

 
3,973

 
4,664

 
8,637

 
1,329

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suffolk, Virginia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
101 Industrial Dr, Bldg. A
 
Industrial

 
1,558

 
8,080

 
24

 
1,558

 
8,104

 
9,662

 
1,230

2007
2007
 
103 Industrial Dr
 
Industrial

 
1,558

 
8,080

 
60

 
1,558

 
8,140

 
9,698

 
1,229

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Summerville, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Harbin Clinic Summerville Dial
 
Medical Office

 
195

 
1,182

 

 
195

 
1,182

 
1,377

 
126

2007
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sumner, Washington
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sumner Transit
 
Industrial
14,829

 
16,032

 
5,935

 
278

 
16,032

 
6,213

 
22,245

 
2,716

2005
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sunrise, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Sawgrass - Building B
 
Office

 
1,211

 
4,263

 
2,785

 
1,211

 
7,048

 
8,259

 
2,436

1999
2001
 
Sawgrass - Building A
 
Office

 
1,147

 
3,849

 
722

 
1,147

 
4,571

 
5,718

 
1,609

2000
2001
 
Sawgrass Pointe I
 
Office

 
3,484

 
18,313

 
9,796

 
3,484

 
28,109

 
31,593

 
11,377

2002
2002
 
Sawgrass Pointe II
 
Office

 
3,481

 
11,973

 
(11
)
 
3,481

 
11,962

 
15,443

 
4,676

2009
2009
 
VA Outpatient
 
Medical Office

 
5,132

 
20,887

 
218

 
5,132

 
21,105

 
26,237

 
1,240

2008
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Suwanee, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
90 Horizon Drive
 
Industrial

 
180

 
1,274

 
107

 
180

 
1,381

 
1,561

 
192

2001
2010
 
225 Horizon Drive
 
Industrial

 
457

 
2,089

 
134

 
457

 
2,223

 
2,680

 
286

1990
2010
 
250 Horizon Drive
 
Industrial

 
1,625

 
6,470

 
130

 
1,625

 
6,600

 
8,225

 
982

1997
2010
 
70 Crestridge Drive
 
Industrial

 
956

 
3,537

 
134

 
956

 
3,671

 
4,627

 
522

1998
2010
 
2780 Horizon Ridge
 
Industrial

 
1,143

 
5,834

 
126

 
1,143

 
5,960

 
7,103

 
870

1997
2010
 
2800 Vista Ridge Drive
 
Industrial

 
1,557

 
2,354

 
433

 
1,557

 
2,787

 
4,344

 
395

1995
2010
 
25 Crestridge Drive
 
Industrial

 
723

 
2,564

 
1,043

 
723

 
3,607

 
4,330

 
368

1999
2010
 
Genera Corp. BTS
 
Industrial

 
1,505

 
4,958

 

 
1,505

 
4,958

 
6,463

 
834

2006
2010
 
1000 Northbrook Parkway
 
Industrial

 
756

 
3,970

 
346

 
756

 
4,316

 
5,072

 
702

1986
2010

-118-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tampa, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fairfield Distribution Ctr I
 
Industrial
1,630

 
483

 
2,539

 
315

 
487

 
2,850

 
3,337

 
993

1998
1999
 
Fairfield Distribution Ctr II
 
Industrial
2,782

 
530

 
4,794

 
271

 
534

 
5,061

 
5,595

 
1,830

1998
1999
 
Fairfield Distribution Ctr III
 
Industrial
1,626

 
334

 
2,745

 
134

 
338

 
2,875

 
3,213

 
1,068

1999
1999
 
Fairfield Distribution Ctr IV
 
Industrial
1,660

 
600

 
1,516

 
1,318

 
604

 
2,830

 
3,434

 
1,103

1999
1999
 
Fairfield Distribution Ctr V
 
Industrial
1,742

 
488

 
2,620

 
263

 
488

 
2,883

 
3,371

 
1,046

2000
2000
 
Fairfield Distribution Ctr VI
 
Industrial
2,577

 
555

 
3,575

 
872

 
555

 
4,447

 
5,002

 
1,425

2001
2001
 
Fairfield Distribution Ctr VII
 
Industrial
1,472

 
394

 
1,853

 
814

 
394

 
2,667

 
3,061

 
852

2001
2001
 
Fairfield Distribution Ctr VIII
 
Industrial
1,798

 
1,082

 
2,071

 
420

 
1,082

 
2,491

 
3,573

 
1,117

2004
2004
 
Eagle Creek Business Ctr. I
 
Industrial

 
3,705

 
2,355

 
1,052

 
3,705

 
3,407

 
7,112

 
1,787

2006
2006
 
Eagle Creek Business Ctr. II
 
Industrial

 
2,354

 
1,669

 
977

 
2,354

 
2,646

 
5,000

 
1,153

2007
2007
 
Eagle Creek Business Ctr. III
 
Industrial

 
2,332

 
2,237

 
1,739

 
2,332

 
3,976

 
6,308

 
1,616

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Temple, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bone & Joint Institute
 
Medical Office

 
1,534

 
17,382

 
641

 
1,613

 
17,944

 
19,557

 
247

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tracy, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1400 Pescadero Ave
 
Industrial
22,958

 
9,633

 
39,644

 

 
9,633

 
39,644

 
49,277

 
1,029

2008
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Visalia, California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2500 North Plaza Dr
 
Industrial
13,669

 
2,746

 
22,503

 

 
2,746

 
22,503

 
25,249

 
563

2001
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Waco, Texas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hillcrest MOB 1
 
Medical Office

 
812

 
25,050

 
1,760

 
812

 
26,810

 
27,622

 
1,931

2009
2012
 
Hillcrest MOB 2
 
Medical Office

 
502

 
12,243

 

 
502

 
12,243

 
12,745

 
827

2009
2012
 
Hillcrest Cancer Center @ Waco
 
Medical Office

 
1,844

 
11,006

 
388

 
1,926

 
11,312

 
13,238

 
112

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
West Chester, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Centre Pointe I
 
Office

 
2,501

 
7,441

 
899

 
2,501

 
8,340

 
10,841

 
2,655

2000
2004
 
Centre Pointe II
 
Office

 
2,056

 
8,103

 
1,005

 
2,056

 
9,108

 
11,164

 
2,753

2001
2004
 
Centre Pointe III
 
Office

 
2,048

 
7,013

 
2,050

 
2,048

 
9,063

 
11,111

 
2,821

2002
2004
 
Centre Pointe IV
 
Office

 
2,013

 
8,715

 
1,540

 
2,932

 
9,336

 
12,268

 
3,938

2005
2005
 
Centre Pointe VI
 
Office

 
2,759

 
7,955

 
3,987

 
2,759

 
11,942

 
14,701

 
3,713

2008
2008
 
World Park at Union Centre 10
 
Industrial

 
2,150

 
5,503

 
7,408

 
2,151

 
12,910

 
15,061

 
6,154

2006
2006
 
World Park at Union Centre 11
 
Industrial

 
2,592

 
6,923

 
47

 
2,592

 
6,970

 
9,562

 
3,502

2004
2004
 
World Park at Union Centre 2
 
Industrial

 
287

 
2,338

 
205

 
287

 
2,543

 
2,830

 
333

1999
2010
 
World Park at Union Centre 3
 
Industrial

 
1,125

 
6,042

 

 
1,125

 
6,042

 
7,167

 
789

1998
2010
 
World Park at Union Centre 5
 
Industrial

 
482

 
2,528

 
15

 
482

 
2,543

 
3,025

 
408

1999
2010
 
World Park at Union Centre 6
 
Industrial

 
1,219

 
6,415

 
214

 
1,219

 
6,629

 
7,848

 
896

1999
2010

-119-


Duke Realty Corporation and Duke Realty Limited Partnership
Real Estate and Accumulated Depreciation
December 31, 2013
(in thousands)
 
Schedule III
 
 
 
 
 
 
Initial Cost
 
Cost Capitalized
Subsequent to
Development or Acquisition
 
Gross Book Value 12/31/13
 
 
 
 
 
Name
 
Building Type
Encumbrances
 
Land
 
Buildings
 
 
Land/Land Imp
 
Bldgs/TI
 
Total (1)
 
Accum. Depr. (2)
Year Constructed/Renovated
Year Acquired
 
World Park at Union Centre 7
 
Industrial

 
1,918

 
5,230

 
299

 
1,918

 
5,529

 
7,447

 
1,094

2005
2010
 
World Park at Union Centre 8
 
Industrial

 
1,160

 
6,028

 

 
1,160

 
6,028

 
7,188

 
796

1999
2010
 
World Park at Union Centre 9
 
Industrial

 
1,189

 
6,165

 
125

 
1,189

 
6,290

 
7,479

 
1,014

2001
2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wesley Chapel, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wesley Chapel Wellness MOB
 
Medical Office

 

 
15,699

 
911

 

 
16,610

 
16,610

 
752

2012
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
West Chicago, Illinois
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1250 Carolina Drive
 
Industrial

 
1,246

 
4,073

 
124

 
1,246

 
4,197

 
5,443

 
386

1990
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
West Jefferson, Ohio
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restoration Hardware BTS
 
Industrial

 
6,454

 
24,812

 
16,006

 
9,989

 
37,283

 
47,272

 
6,782

2008
2008
 
15 Commerce Parkway
 
Industrial

 
10,439

 
27,143

 
63

 
10,439

 
27,206

 
37,645

 
3,978

2011
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
West Palm Beach, Florida
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Park of Commerce 1
 
Industrial

 
1,635

 
2,486

 
148

 
1,635

 
2,634

 
4,269

 
485

2010
2010
 
Park of Commerce 3
 
Industrial

 
2,160

 
4,340

 
506

 
2,320

 
4,686

 
7,006

 
712

2010
2010
 
Airport Center 1
 
Industrial

 
2,437

 
6,212

 
16

 
2,437

 
6,228

 
8,665

 
916

2002
2010
 
Airport Center 2
 
Industrial

 
1,706

 
4,495

 
11

 
1,706

 
4,506

 
6,212

 
533

2002
2010
 
Airport Center 3
 
Industrial

 
1,500

 
4,750

 
335

 
1,500

 
5,085

 
6,585

 
693

2002
2010
 
Park of Commerce 4
 
Grounds
5,732

 
5,934

 

 

 
5,934

 

 
5,934

 
14

n/a
2011
 
Park of Commerce 5
 
Grounds
6,034

 
6,308

 

 

 
6,308

 

 
6,308

 
13

n/a
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Whitestown, Indiana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AllPoints Anson Bldg 14
 
Industrial

 
2,127

 
8,155

 

 
2,127

 
8,155

 
10,282

 
1,106

2007
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Woodstock, Georgia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NSH Cherokee Towne Lake MOB
 
Medical Office

 
21

 
16,026

 
1,279

 
21

 
17,305

 
17,326

 
327

2013
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Zionsville, Indiana
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Marketplace at Anson
 
Retail

 
2,147

 
2,478

 
2,378

 
2,147

 
4,856

 
7,003

 
1,420

2007
2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accum. Depr. on Improvements of Undeveloped Land
 
 

 

 

 

 

 

 

 
26,979

 
 
 
Eliminations
 
 

 

 

 
(1,895
)
 
(21
)
 
(1,874
)
 
(1,895
)
 
(2,514
)
 
 
 
 
 
 
1,100,124

 
1,415,910

 
4,900,073

 
715,677

 
1,446,610

 
5,585,050

 
7,031,660

 
1,382,757

 
 
(1)
The tax basis (in thousands) of our real estate assets at December 31, 2013 was approximately $7,447,684 for federal income tax purposes.
(2)
Depreciation of real estate is computed using the straight-line method over 40 years for buildings and 15 years for land improvements for properties that we develop, 30 years for buildings and 10 years for land improvements for properties that we acquire, and shorter periods based on lease terms (generally 3 to 10 years) for tenant improvements.


-120-



 
 
Real Estate Assets
 
Accumulated Depreciation
 
 
2013
 
2012
 
2011
 
2013
 
2012
 
2011
Balance at beginning of year
 
$
6,708,250

 
$
6,038,107

 
$
7,032,889

 
$
1,296,685

 
$
1,127,595

 
$
1,406,437

Acquisitions
 
474,213

 
658,917

 
669,631

 
 
 
 
 
 
Construction costs and tenant improvements
 
498,097

 
211,460

 
184,533

 
 
 
 
 
 
Depreciation expense
 
 
 
 
 
 
 
288,583

 
262,825

 
267,222

Consolidation of previously unconsolidated properties
 
14,081

 

 
5,988

 
 
 
 
 
 
Cost of real estate sold or contributed
 
(591,966
)
 
(157,630
)
 
(1,774,576
)
 
(131,496
)
 
(51,131
)
 
(465,353
)
Write-off of fully amortized assets
 
(71,015
)
 
(42,604
)
 
(80,358
)
 
(71,015
)
 
(42,604
)
 
(80,711
)
Balance at end of year
 
$
7,031,660

 
$
6,708,250

 
$
6,038,107

 
$
1,382,757

 
$
1,296,685

 
$
1,127,595





See Accompanying Notes to Independent Auditors' Report

-121-


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.
 
 
 
 
 
 
DUKE REALTY CORPORATION
 
 
 
 
/s/ Dennis D. Oklak
 
 
Dennis D. Oklak
 
 
Chairman and Chief Executive Officer
 
 
 
 
/s/ Mark A. Denien
 
 
Mark A. Denien
 
 
Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
 
DUKE REALTY LIMITED PARTNERSHIP
 
 
By: DUKE REALTY CORPORATION, its general partner
 
 
 
 
/s/ Dennis D. Oklak
 
 
Dennis D. Oklak
 
 
Chairman and Chief Executive Officer of the General Partner
 
 
 
 
/s/ Mark A. Denien
 
 
Mark A. Denien
 
 
Executive Vice President and Chief Financial Officer of the General Partner
 
 
 
 
 
Date:
February 21, 2014
 
 
 
 

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.
 

-122-


 
 
 
 
 
Signature
 
Date
 
Title
 
 
 
 
 
/s/ Thomas J. Baltimore, Jr.*
 
1/29/2014
 
Director
Thomas J. Baltimore, Jr.
 
 
 
 
 
 
 
 
 
/s/ William Cavanaugh III*
 
2/4/2014
 
Director
William Cavanaugh III
 
 
 
 
 
 
 
 
 
/s/ Alan H. Cohen*
 
1/29/2014
 
Director
Alan H. Cohen
 
 
 
 
 
 
 
 
 
/s/ Ngaire E. Cuneo*
 
1/29/2014
 
Director
Ngaire E. Cuneo
 
 
 
 
 
 
 
 
 
/s/ Charles R. Eitel*
 
1/29/2014
 
Director
Charles R. Eitel
 
 
 
 
 
 
 
 
 
/s/ Martin C. Jischke*
 
1/29/2014
 
Director
Martin C. Jischke
 
 
 
 
 
 
 
 
 
/s/ Melanie R. Sabelhaus*
 
1/29/2014
 
Director
Melanie R. Sabelhaus
 
 
 
 
 
 
 
 
 
/s/ Peter M. Scott III*
 
1/29/2014
 
Director
Peter M. Scott III
 
 
 
 
 
 
 
 
 
/s/ Jack R. Shaw*
 
1/29/2014
 
Director
Jack R. Shaw
 
 
 
 
 
 
 
 
 
/s/ Lynn C. Thurber*
 
1/29/2014
 
Director
Lynn C. Thurber
 
 
 
 
 
 
 
 
 
/s/ Robert J. Woodward, Jr.*
 
1/29/2014
 
Director
Robert J. Woodward, Jr.
 
 
 
 

*
 
By Dennis D. Oklak, Attorney-in-Fact
 
/s/ Dennis D. Oklak

-123-