DUKE REALTY CORP (Form: 10-Q, Received: 04/28/2017 09:12:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017



o	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)		(I.R.S. Employer Identification Number)
600 East 96 ^th Street, Suite 100 Indianapolis, Indiana		46240
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: (317) 808-6000

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Duke Realty Corporation:



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Duke Realty Limited Partnership:



Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o	Emerging growth 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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:



Class		Outstanding Common Shares of Duke Realty Corporation at April 26, 2017
Common Stock, $.01 par value per share		355,593,199

EXPLANATORY NOTE

This report (the "Report") combines the quarterly reports on Form 10-Q for the period ended March 31, 2017 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 99.1% of the common partnership interests of the Partnership ("General Partner Units") as of March 31, 2017 . The remaining 0.9% 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.

We believe combining the quarterly reports on Form 10-Q 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 some of 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.

DUKE REALTY CORPORATION/DUKE REALTY LIMITED PARTNERSHIP

INDEX




			Page
Part I - Financial Information

Item 1.		Financial Statements

	Duke Realty Corporation:
		Consolidated Balance Sheets - March 31, 2017 (Unaudited) and December 31, 201 6	3
		Consolidated Statements of Operations and Comprehensive Income (Unaudited) - Three Months Ended March 31, 2017 and 201 6	4
		Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2017 and 201 6	5
		Consolidated Statement of Changes in Equity (Unaudited) - Three Months Ended March 31, 201 7	6

	Duke Realty Limited Partnership:
		Consolidated Balance Sheets - March 31, 2017 (Unaudited) and December 31, 2016	7
		Consolidated Statements of Operations and Comprehensive Income (Unaudited) - Three Months Ended March 31, 2017 and 2016	8
		Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2017 and 2016	9
		Consolidated Statement of Changes in Equity (Unaudited) - Three Months Ended March 31, 2017	10

	Duke Realty Corporation and Duke Realty Limited Partnership:
		Notes to Consolidated Financial Statements (Unaudited)	11

Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.		Controls and Procedures	41

Part II - Other Information

Item 1.		Legal Proceedings	43
Item 1A.		Risk Factors	43
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.		Defaults Upon Senior Securities	43
Item 4.		Mine Safety Disclosures	43
Item 5.		Other Information	43
Item 6.		Exhibits	44

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share amounts)



	March 31, 2017			December 31, 2016
	(Unaudited)
ASSETS
Real estate investments:
Real estate assets	$	6,592,579		$	6,482,155
Construction in progress	441,058			347,193
Investments in and advances to unconsolidated companies	192,709			197,807
Undeveloped land	217,017			237,436
	7,443,363			7,264,591
Accumulated depreciation	(1,325,431		)	(1,283,629		)
Net real estate investments	6,117,932			5,980,962

Real estate investments and other assets held-for-sale	81,563			51,627

Cash and cash equivalents	13,389			12,639
Accounts receivable, net of allowance of $2,148 and $1,972	19,089			20,373
Straight-line rent receivable, net of allowance of $5,506 and $5,337	116,083			115,922
Receivables on construction contracts, including retentions	5,001			10,441
Deferred leasing and other costs, net of accumulated amortization of $258,388 and $250,249	338,733			342,263
Escrow deposits and other assets	266,720			237,775
	$	6,958,510		$	6,772,002
LIABILITIES AND EQUITY
Indebtedness:
Secured debt, net of deferred financing costs of $869 and $969	$	366,238		$	383,725
Unsecured debt, net of deferred financing costs of $21,195 and $22,083	2,477,024			2,476,752
Unsecured line of credit	237,000			48,000
	3,080,262			2,908,477

Liabilities related to real estate investments held-for-sale	2,708			1,661

Construction payables and amounts due subcontractors, including retentions	67,004			53,742
Accrued real estate taxes	69,823			73,190
Accrued interest	28,865			23,633
Other liabilities	168,583			178,186
Tenant security deposits and prepaid rents	43,385			39,820
Total liabilities	3,460,630			3,278,709
Shareholders' equity:
Common shares ($0.01 par value); 600,000 shares authorized; 355,587 and 354,756 shares issued and outstanding, respectively	3,556			3,548
Additional paid-in capital	5,191,389			5,192,011
Accumulated other comprehensive income	426			682
Distributions in excess of net income	(1,728,170		)	(1,730,423		)
Total shareholders' equity	3,467,201			3,465,818
Noncontrolling interests	30,679			27,475
Total equity	3,497,880			3,493,293
	$	6,958,510		$	6,772,002

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income

For the three months ended March 31,

(in thousands, except per share amounts)

(Unaudited)



	2017			2016
Revenues:
Rental and related revenue	$	217,915		$	201,803
General contractor and service fee revenue	9,399			23,151
	227,314			224,954
Expenses:
Rental expenses	25,271			29,278
Real estate taxes	32,473			29,627
General contractor and other services expenses	7,624			20,920
Depreciation and amortization	81,557			77,798
	146,925			157,623
Other operating activities:
Equity in earnings of unconsolidated companies	4,749			21,860
Gain on sale of properties	37,046			15,577
Gain on land sales	1,505			130
Other operating expenses	(738		)	(1,237		)
Impairment charges	(859		)	(6,405		)
General and administrative expenses	(19,232		)	(18,098		)
	22,471			11,827
Operating income	102,860			79,158
Other income (expenses):
Interest and other income, net	533			2,523
Interest expense	(30,505		)	(37,730		)
Gain on debt extinguishment	25			—
Acquisition-related activity	—			(3		)
Income from continuing operations before income taxes	72,913			43,948
Income tax expense	(2,132		)	(343		)
Income from continuing operations	70,781			43,605
Discontinued operations:
Income before gain on sales	—			237
Gain on sale of depreciable properties, net of tax	—			(86		)
Income from discontinued operations	—			151
Net income	70,781			43,756
Net income attributable to noncontrolling interests	(581		)	(449		)
Net income attributable to common shareholders	$	70,200		$	43,307
Basic net income per common share:
Continuing operations attributable to common shareholders	$	0.20		$	0.12
Diluted net income per common share:
Continuing operations attributable to common shareholders	$	0.20		$	0.12
Weighted average number of common shares outstanding	355,282			345,665
Weighted average number of common shares and potential dilutive securities	360,700			349,674

Comprehensive income:
Net income	$	70,781		$	43,756
Other comprehensive loss:
Amortization of interest contracts	(256		)	(295		)
Comprehensive income	$	70,525		$	43,461

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the three months ended March 31,

(in thousands)

(Unaudited)



	2017			2016
Cash flows from operating activities:
Net income	$	70,781		$	43,756
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	66,172			62,120
Amortization of deferred leasing and other costs	15,385			15,678
Amortization of deferred financing costs	1,316			1,318
Straight-line rental income and expense, net	(2,928		)	(2,928		)
Impairment charges	859			6,405
Gain on debt extinguishment	(25		)	—
Gains on land and depreciated property sales	(38,551		)	(15,621		)
Third-party construction contracts, net	714			1,764
Other accrued revenues and expenses, net	(3,498		)	(23,146		)
Operating distributions received less than equity in earnings from unconsolidated companies	(282		)	(16,475		)
Net cash provided by operating activities	109,943			72,871
Cash flows from investing activities:
Development of real estate investments	(112,727		)	(108,179		)
Acquisition of real estate investments and related intangible assets	(114,369		)	—
Acquisition of undeveloped land	(50,436		)	(27,243		)
Second generation tenant improvements, leasing costs and building improvements	(10,431		)	(14,401		)
Other deferred leasing costs	(4,398		)	(8,359		)
Other assets	(26,210		)	31,948
Proceeds from land and depreciated property sales, net	103,120			57,410
Capital distributions from unconsolidated companies	4,858			29,452
Capital contributions and advances to unconsolidated companies	(297		)	(23,237		)
Net cash used for investing activities	(210,890		)	(62,609		)
Cash flows from financing activities:
Proceeds from issuance of common shares, net	786			548
Payments on unsecured debt	(616		)	(579		)
Payments on secured indebtedness including principal amortization	(17,539		)	(16,377		)
Borrowings on line of credit, net	189,000			77,000
Distributions to common shareholders	(67,554		)	(62,262		)
Distributions to noncontrolling interests	(640		)	(630		)
Tax payments on stock-based compensation awards	(8,848		)	(6,162		)
Change in book overdrafts	7,115			(8,693		)
Deferred financing costs	(7		)	—
Net cash provided by (used for) financing activities	101,697			(17,155		)
Net increase (decrease) in cash and cash equivalents	750			(6,893		)
Cash and cash equivalents at beginning of period	12,639			22,533
Cash and cash equivalents at end of period	$	13,389		$	15,640

Non-cash investing and financing activities:
Mortgage notes receivable from buyers in property sales	$	—		$	1,685
Conversion of Limited Partner Units to common shares	$	1,685		$	150

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the three months ended March 31, 2017

(in thousands, except per share data)

(Unaudited)



	Common Shareholders
		Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income			Distributions in Excess of Net Income			Noncontrolling Interests			Total
Balance at December 31, 2016		$	3,548	$	5,192,011		$	682		$	(1,730,423	)	$	27,475		$	3,493,293
Net income		—		—			—			70,200			581			70,781
Other comprehensive loss		—		—			(256		)	—			—			(256		)
Issuance of common shares		—		786			—			—			—			786
Stock-based compensation plan activity		7		(3,092		)	—			(393		)	4,948			1,470
Conversion of Limited Partner Units		1		1,684			—			—			(1,685		)	—
Distributions to common shareholders ($0.19 per share)		—		—			—			(67,554		)	—			(67,554		)
Distributions to noncontrolling interests		—		—			—			—			(640		)	(640		)
Balance at March 31, 2017		$	3,556	$	5,191,389		$	426		$	(1,728,170	)	$	30,679		$	3,497,880

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)



	March 31, 2017			December 31, 2016
	(Unaudited)
ASSETS
Real estate investments:
Real estate assets	$	6,592,579		$	6,482,155
Construction in progress	441,058			347,193
Investments in and advances to unconsolidated companies	192,709			197,807
Undeveloped land	217,017			237,436
	7,443,363			7,264,591
Accumulated depreciation	(1,325,431		)	(1,283,629		)
Net real estate investments	6,117,932			5,980,962

Real estate investments and other assets held-for-sale	81,563			51,627

Cash and cash equivalents	13,389			12,639
Accounts receivable, net of allowance of $2,148 and $1,972	19,089			20,373
Straight-line rent receivable, net of allowance of $5,506 and $5,337	116,083			115,922
Receivables on construction contracts, including retentions	5,001			10,441
Deferred leasing and other costs, net of accumulated amortization of $258,388 and $250,249	338,733			342,263
Escrow deposits and other assets	266,720			237,775
	$	6,958,510		$	6,772,002
LIABILITIES AND EQUITY
Indebtedness:
Secured debt, net of deferred financing costs of $869 and $969	$	366,238		$	383,725
Unsecured debt, net of deferred financing costs of $21,195 and $22,083	2,477,024			2,476,752
Unsecured line of credit	237,000			48,000
	3,080,262			2,908,477

Liabilities related to real estate investments held-for-sale	2,708			1,661

Construction payables and amounts due subcontractors, including retentions	67,004			53,742
Accrued real estate taxes	69,823			73,190
Accrued interest	28,865			23,633
Other liabilities	168,583			178,186
Tenant security deposits and prepaid rents	43,385			39,820
Total liabilities	3,460,630			3,278,709
Partners' equity:
Common equity (355,587 and 354,756 General Partner Units issued and outstanding, respectively)	3,466,775			3,465,136
	3,466,775			3,465,136
Limited Partners' common equity (3,308 and 3,408 Limited Partner Units issued and outstanding, respectively)	27,976			24,691
Accumulated other comprehensive income	426			682
Total partners' equity	3,495,177			3,490,509
Noncontrolling interests	2,703			2,784
Total equity	3,497,880			3,493,293
	$	6,958,510		$	6,772,002

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Operations and Comprehensive Income

For the three months ended March 31,

(in thousands, except per unit amounts)

(Unaudited)



	2017			2016
Revenues:
Rental and related revenue	$	217,915		$	201,803
General contractor and service fee revenue	9,399			23,151
	227,314			224,954
Expenses:
Rental expenses	25,271			29,278
Real estate taxes	32,473			29,627
General contractor and other services expenses	7,624			20,920
Depreciation and amortization	81,557			77,798
	146,925			157,623
Other operating activities:
Equity in earnings of unconsolidated companies	4,749			21,860
Gain on sale of properties	37,046			15,577
Gain on land sales	1,505			130
Other operating expenses	(738		)	(1,237		)
Impairment charges	(859		)	(6,405		)
General and administrative expenses	(19,232		)	(18,098		)
	22,471			11,827
Operating income	102,860			79,158
Other income (expenses):
Interest and other income, net	533			2,523
Interest expense	(30,505		)	(37,730		)
Gain on debt extinguishment	25			—
Acquisition-related activity	—			(3		)
Income from continuing operations before income taxes	72,913			43,948
Income tax expense	(2,132		)	(343		)
Income from continuing operations	70,781			43,605
Discontinued operations:
Income before gain on sales	—			237
Gain on sale of depreciable properties, net of tax	—			(86		)
Income from discontinued operations	—			151
Net income	70,781			43,756
Net loss (income) attributable to noncontrolling interests	71			(11		)
Net income attributable to common unitholders	$	70,852		$	43,745
Basic net income per Common Unit:
Continuing operations attributable to common unitholders	$	0.20		$	0.12
Diluted net income per Common Unit:
Continuing operations attributable to common unitholders	$	0.20		$	0.12
Weighted average number of Common Units outstanding	358,598			349,163
Weighted average number of Common Units and potential dilutive securities	360,700			349,674

Comprehensive income:
Net income	$	70,781		$	43,756
Other comprehensive loss:
Amortization of interest contracts	(256		)	(295		)
Comprehensive income	$	70,525		$	43,461

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the three months ended March 31,

(in thousands)

(Unaudited)



	2017			2016
Cash flows from operating activities:
Net income	$	70,781		$	43,756
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	66,172			62,120
Amortization of deferred leasing and other costs	15,385			15,678
Amortization of deferred financing costs	1,316			1,318
Straight-line rental income and expense, net	(2,928		)	(2,928		)
Impairment charges	859			6,405
Gain on debt extinguishment	(25		)	—
Gains on land and depreciated property sales	(38,551		)	(15,621		)
Third-party construction contracts, net	714			1,764
Other accrued revenues and expenses, net	(3,498		)	(23,146		)
Operating distributions received less than equity in earnings from unconsolidated companies	(282		)	(16,475		)
Net cash provided by operating activities	109,943			72,871
Cash flows from investing activities:
Development of real estate investments	(112,727		)	(108,179		)
Acquisition of real estate investments and related intangible assets	(114,369		)	—
Acquisition of undeveloped land	(50,436		)	(27,243		)
Second generation tenant improvements, leasing costs and building improvements	(10,431		)	(14,401		)
Other deferred leasing costs	(4,398		)	(8,359		)
Other assets	(26,210		)	31,948
Proceeds from land and depreciated property sales, net	103,120			57,410
Capital distributions from unconsolidated companies	4,858			29,452
Capital contributions and advances to unconsolidated companies	(297		)	(23,237		)
Net cash used for investing activities	(210,890		)	(62,609		)
Cash flows from financing activities:
Contributions from the General Partner	786			548
Payments on unsecured debt	(616		)	(579		)
Payments on secured indebtedness including principal amortization	(17,539		)	(16,377		)
Borrowings on line of credit, net	189,000			77,000
Distributions to common unitholders	(68,184		)	(62,889		)
Distributions to noncontrolling interests	(10		)	(3		)
Tax payments on stock-based compensation awards	(8,848		)	(6,162		)
Change in book overdrafts	7,115			(8,693		)
Deferred financing costs	(7		)	—
Net cash provided by (used for) financing activities	101,697			(17,155		)
Net increase (decrease) in cash and cash equivalents	750			(6,893		)
Cash and cash equivalents at beginning of period	12,639			22,533
Cash and cash equivalents at end of period	$	13,389		$	15,640

Non-cash investing and financing activities:
Mortgage notes receivable from buyers in property sales	$	—		$	1,685
Conversion of Limited Partner Units to common shares of the General Partner	$	1,685		$	150

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the three months ended March 31, 2017

(in thousands, except per unit data)

(Unaudited)



	Common Unitholders
	General			Limited			Accumulated
	Partner's			Partners'			Other			Total
	Common Equity			Common Equity			Comprehensive Income			Partners' Equity			Noncontrolling Interests			Total Equity
Balance at December 31, 2016	$	3,465,136		$	24,691		$	682		$	3,490,509		$	2,784		$	3,493,293
Net income	70,200			652			—			70,852			(71		)	70,781
Other comprehensive loss	—			—			(256		)	(256		)	—			(256		)
Capital contribution from the General Partner	786			—			—			786			—			786
Stock-based compensation plan activity	(3,478		)	4,948			—			1,470			—			1,470
Conversion of Limited Partner Units to common shares of the General Partner	1,685			(1,685		)	—			—			—			—
Distributions to Partners ($0.19 per Common Unit)	(67,554		)	(630		)	—			(68,184		)	—			(68,184		)
Distributions to noncontrolling interests	—			—			—			—			(10		)	(10		)
Balance at March 31, 2017	$	3,466,775		$	27,976		$	426		$	3,495,177		$	2,703		$	3,497,880

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND DUKE REALTY LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General Basis of Presentation

The interim consolidated financial statements included herein have been prepared by the General Partner and the Partnership. The 2016 year-end consolidated balance sheet data included in this Report was derived from the audited financial statements in the combined Annual Report on Form 10-K of the General Partner and the Partnership for the year ended December 31, 2016 (the " 2016 Annual Report"), but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). The financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenue and expenses during the reporting period. Our actual results could differ from those estimates and assumptions. These financial statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations included herein and the consolidated financial statements and notes thereto included in the 2016 Annual Report.

The General Partner was formed in 1985, and we believe that it qualifies as a REIT under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"). 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. 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 approximately 99.1% of the Common Units at March 31, 2017 . The remaining 0.9% of 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 Fifth 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.

As of March 31, 2017 , we owned and operated a portfolio primarily consisting of industrial and medical office properties and provided real estate services to third-party owners. Substantially all of our Rental Operations (see Note 9) are conducted through the Partnership. We conduct our Service Operations (see Note 9) 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. The consolidated financial statements include our accounts and the accounts of our majority-owned or controlled subsidiaries.

2. New Accounting Pronouncements

Business Combinations

In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 provides revised guidance to determine when an acquisition meets the definition of a business or should be accounted for as an asset acquisition, likely resulting in more acquisitions being accounted for as asset acquisitions as opposed to business combinations. Transaction costs are capitalized for asset acquisitions while they are expensed as incurred for business combinations. ASU 2017-01 requires that when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets it does not meet the definition of a business. ASU 2017-01 also revises the definition of a business to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output. ASU 2017-01 will be effective, on a prospective basis, for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted. We adopted ASU 2017-01 prospectively as of January 1, 2017 as permitted under the standard, which has not had a material impact to the consolidated financial statements.

Restricted Cash

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash ("ASU 2016-18"). ASU 2016-18 requires entities to show the changes in the total of cash and restricted cash in the statement of cash flows. As a result, entities will no longer present transfers between cash and restricted cash in the statement of cash flows. ASU 2016-18 will be effective for us retrospectively for annual and interim reporting periods beginning after December 15, 2017 with early adoption permitted. We do not believe ASU 2016-18 will have a material impact on our consolidated financial statements.

Statement of Cash Flows

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flow s ("ASU 2016-15"). ASU 2016-15 clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows and how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU 2016-15 will be effective for us retrospectively for annual and interim reporting periods beginning after December 15, 2017 with early adoption permitted. We do not believe ASU 2016-15 will have a material impact on our consolidated financial statements.

Stock Compensation

In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-Based Payment Accounting ( "ASU 2016-09" ), which simplifies certain aspects of accounting for share-based payment transactions, including income tax consequences, forfeitures and the classification of amounts paid to taxing authorities when shares are withheld to cover employee tax withholdings for certain stock based compensation plans in the statements of cash flows. ASU 2016-09 was effective for us as of January 1, 2017 and has not had a material impact on our consolidated financial statements.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e. lessees and lessors). ASU 2016-02 supersedes existing leasing standards.

ASU 2016-02 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 also requires that lessors expense certain initial direct costs, which are capitalizable under existing leasing standards, as incurred.

ASU 2016-02 also specifies that payments for certain lease-related services, which are often included in lease agreements, represent "non-lease" components that will become subject to the guidance in ASU 2014-09, Revenue

from Contracts with Customers when ASU 2016-02 becomes effective. We are currently evaluating the materiality, and presentation and disclosure impacts, of this accounting change.

ASU 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. ASU 2016-02 will impact the accounting and disclosure requirements for the ground leases, and other operating leases, where we are the lessee.

ASU 2016-02 will be effective for us under a modified retrospective approach for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. A set of practical expedients for implementation, which must be elected as a package and for all leases, may also be elected. These practical expedients include relief from re-assessing lease classification at the adoption date for expired or existing leases, although a right-of-use asset and lease liability would still be recorded for such leases. We are currently assessing the method of adoption and the impact that ASU 2016-02 will have on our consolidated financial statements but have tentatively concluded that we will apply the practical expedients.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing GAAP revenue recognition guidance as well as impact the existing GAAP guidance governing the sale of non-financial assets. The standard’s core principle is that a company will recognize revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the company expects to be entitled in exchange for fulfilling those performance obligations. In doing so, companies will need to exercise more judgment and make more estimates than under existing GAAP guidance.

ASU 2014-09 also created guidance governing the sale of non-financial assets with customers and non-customers with the only difference in the treatment of these transactions being presentation in the statement of operations (revenue and expense is reported when the sale is to a customer and net gain or loss is reported when the sale is to a non-customer). Based on the nature of our business, we believe that our property sales represent transactions with non-customers.

In February 2017, the FASB issued ASU 2017-05, Other Income: Gains and Losses from the Derecognition of Nonfinancial Assets (“ASU 2017-05”). ASU 2017-05 provides guidance on how entities recognize sales, including partial sales, of nonfinancial assets (and in-substance nonfinancial assets) to noncustomers. ASU 2017-05 requires the seller to recognize a full gain or loss in a partial sale of nonfinancial assets, to the extent control is not retained. Any noncontrolling interest retained by the seller would, accordingly, be measured at fair value.

Both ASU 2014-09 and ASU 2017-05 will be effective for public entities for annual and interim reporting periods beginning after December 15, 2017 and early adoption is permitted in periods ending after December 15, 2016. ASU 2014-09 and ASU 2017-05 allow for either full or modified retrospective ("cumulative effect") adoption. Both standards must be adopted concurrently. We have tentatively concluded that we will adopt both ASU 2014-09 and ASU 2017-05 using the cumulative effect method.

We have evaluated each of our revenue streams under ASU 2014-09 and determined that our revenues that will be impacted by this standard primarily include construction and development fees charged to third parties, fees for services performed for unconsolidated joint ventures and sales of real estate. We expect that the amount and timing of revenue recognition from these revenue streams referenced above will be generally consistent with our current measurement and pattern of recognition. In addition, sales of real estate and the pattern of recognition is not expected to change significantly. We have primarily disposed of property and land in all cash transactions with no

contingencies and no future involvement in the operations, and therefore, do not expect ASU 2017-05 to significantly impact the recognition of property and land sales.

3. Reclassifications

Certain amounts in the accompanying consolidated financial statements for 2016 , including the change in presentation of tax payments on stock-based compensation awards pursuant to ASU 2016-09, have been reclassified to conform to the 2017 consolidated financial statement presentation.

4. Variable Interest Entities

Partnership

Due to the fact that the Limited Partners do not have kick out rights, or substantive participating rights, the Partnership is a variable interest entity ("VIE"). Because the General Partner holds majority ownership and exercises control over every aspect of the Partnership's operations, the General Partner has been determined as the primary beneficiary and, therefore, consolidates the Partnership.

The assets and liabilities of the General Partner and the Partnership are substantially the same, as the General Partner does not have any significant assets other than its investment in the Partnership. All of the Company's debt is also an obligation of the Partnership.

Unconsolidated 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 limited partners (or similar owning entities) that lack substantive participating or kick out rights and (iii) establish whether or not 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 own interests in a VIE and 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 and would consolidate the VIE. To the extent we own interests in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary. Consolidated joint ventures that are VIEs are not significant in any period presented in these consolidated financial statements.

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.

There were no unconsolidated joint ventures, in which we have any recognized assets or liabilities or have retained any economic exposure to loss at March 31, 2017 that met the criteria to be considered VIEs. Our maximum loss exposure for guarantees of unconsolidated joint venture indebtedness, none of which relate to VIEs, totaled $63.1 million at March 31, 2017 .

5. Acquisitions and Dispositions

Acquisitions and dispositions for the periods presented were completed in accordance with our strategy to reposition our investment concentration among the product types and markets in which we operate and to increase our overall investments in quality industrial projects. 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. Transaction costs related to asset acquisitions are capitalized and transaction costs related to business combinations and dispositions are expensed.

Acquisitions

We acquired six properties during the three months ended March 31, 2017 . We determined that the six properties acquired during the three months ended March 31, 2017 did not meet the revised definition of a business as the result of early-adopting ASU 2017-01 and, accordingly, we treated them as asset acquisitions as opposed to business combinations.

The following table summarizes amounts recognized for each major class of assets (in thousands) for these acquisitions during the three months ended March 31, 2017 :



Real estate assets	$	108,924
Lease related intangible assets	6,497
Fair value of acquired net assets	$	115,421

The leases in the acquired properties had a weighted average remaining life at acquisition of approximately 5.2 years.

Fair Value Measurements

We determine the fair value of the individual components of real estate asset acquisitions primarily through calculating the "as-if vacant" value of a building, using an income approach, which relies significantly upon internally determined assumptions. We have determined that these estimates primarily rely upon level 3 inputs, which are unobservable inputs based on our own assumptions. The most significant assumptions used in calculating the "as-if vacant" value for acquisition activity during the three months ended March 31, 2017 are as follows:



	Low	High
Discount rate	5.81%	6.82%
Exit capitalization rate	4.31%	5.32%
Lease-up period (months)	9	12
Net rental rate per square foot - Industrial	$3.50	$5.70

Capitalized acquisition costs were insignificant and the fair value of the six properties acquired during the three months ended March 31, 2017 was substantially the same as the cost of acquisition.

Dispositions

Dispositions of buildings (see Note 10 for the number of buildings sold as well as for their classification between continuing and discontinued operations) and undeveloped land generated net cash proceeds of $103.1 million and $57.4 million during the three months ended March 31, 2017 and 2016 , respectively.

6. Indebtedness

All debt is held directly or indirectly by the Partnership. The General Partner does not have any indebtedness, but does guarantee some of the unsecured debt of the Partnership. The following table summarizes the book value and changes in the fair value of our debt (in thousands):



	Book Value at 12/31/2016		Book Value at 3/31/2017		Fair Value at 12/31/2016		Issuances and Assumptions		Payments/Payoffs			Adjustments to Fair Value			Fair Value at 3/31/2017
Fixed rate secured debt	$	381,894	$	364,306	$	415,231	$	—	$	(17,539	)	$	(4,807	)	$	392,885
Variable rate secured debt	2,800		2,800		2,800		—		—			—			2,800
Unsecured debt	2,498,835		2,498,220		2,568,034		—		(616		)	(790		)	2,566,628
Unsecured line of credit	48,000		237,000		48,000		189,000		—			—			237,000
Total	$	2,931,529	$	3,102,326	$	3,034,065	$	189,000	$	(18,155	)	$	(5,597	)	$	3,199,313
Less: Deferred financing costs	23,052		22,064
Total indebtedness as reported on the consolidated balance sheets	$	2,908,477	$	3,080,262

Secured Debt

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 discounted cash flow calculation, is intended to replicate debt of similar maturity and loan-to-value relationship. The estimated rates ranged from 3.00% to 3.90% , 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.

During the three months ended March 31, 2017 , we repaid two loans, totaling $15.9 million , which had a weighted average stated interest rate of 5.72% .

Unsecured Debt

At March 31, 2017 , 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. The estimated trading values of our fixed rate unsecured debt, depending on the maturity and coupon rates, ranged from 96.00% to 127.00% of face value.

The indentures (and related supplemental indentures) governing our outstanding series of unsecured notes also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such financial covenants at March 31, 2017 .

We utilize a discounted cash flow methodology in order to estimate the fair value of our $250.0 million variable rate term loan. Our estimate of the current market rate for our variable rate term loan was 1.99% and was based primarily upon level 3 inputs. To the extent that credit spreads have changed since the origination of this 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 would represent the difference between the book value and the fair value. Our estimate of a current market rate is based upon the rate, considering current market conditions and our specific credit profile, at which we estimate we could obtain similar borrowings. As our credit spreads have not changed appreciably, we believe that the contractual interest rate and the current market rate on the term loan are the same.

Unsecured Line of Credit

Our unsecured line of credit at March 31, 2017 is described as follows (in thousands):



Description	Borrowing Capacity		Maturity Date	Outstanding Balance at March 31, 2017
Unsecured Line of Credit - Partnership	$	1,200,000	January 2019	$	237,000

The Partnership's unsecured line of credit has an interest rate on borrowings of LIBOR plus 0.93% (equal to 1.85% for outstanding borrowings at March 31, 2017 ) and a maturity date of January 2019 , which may be extended by a year at our option. 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 $1.60 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 March 31, 2017 , we were in compliance with all financial 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. To the extent that credit spreads have changed since the origination of the 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 would represent the difference between the book value and the fair value. Our estimate of a current market rate is based upon the rate, considering current market conditions and our specific credit profile, at which we estimate we could obtain similar borrowings. As our credit spreads have not changed appreciably, we believe that the contractual interest rate and the current market rate on the line of credit are the same. To the extent there are outstanding borrowings, this current market rate is internally estimated and therefore would be primarily based upon a level 3 input.

7. 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 the elimination of our ownership percentage (in thousands):



	Three Months Ended
	March 31,
	2017		2016
Management fees	$	811	$	1,260
Leasing fees	434		378
Construction and development fees	624		3,120

8. Net Income Per Common Share or Common Unit

Basic net income per common share or Common Unit is computed by dividing net income 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 per common share is computed by dividing the sum of net income attributable to common shareholders and the noncontrolling interest in earnings allocable to Limited Partner Units (to the extent the Limited Partner Units are dilutive), less dividends or distributions on participating securities that are anti-dilutive, by the sum of the weighted average number of common shares outstanding and, to the extent they are dilutive, weighted average number of Limited Partner Units outstanding and any potential dilutive securities for the period. Diluted net income per Common Unit is computed by dividing the net income attributable to common unitholders, less dividends or distributions on participating securities that are anti-dilutive, 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 per common share or Common Unit (in thousands):



	Three Months Ended March 31,
	2017			2016
General Partner
Net income attributable to common shareholders	$	70,200		$	43,307
Less: Dividends on participating securities	(542		)	(584		)
Basic net income attributable to common shareholders	69,658			42,723
Add back dividends on dilutive participating securities	305			—
Noncontrolling interest in earnings of common unitholders	652			438
Diluted net income attributable to common shareholders	$	70,615		$	43,161
Weighted average number of common shares outstanding	355,282			345,665
Weighted average Limited Partner Units outstanding	3,316			3,498
Other potential dilutive shares	2,102			511
Weighted average number of common shares and potential dilutive securities	360,700			349,674

Partnership
Net income attributable to common unitholders	$	70,852		$	43,745
Less: Distributions on participating securities	(542		)	(584		)
Basic net income attributable to common unitholders	$	70,310		$	43,161
Add back distributions on dilutive participating securities	305			—
Diluted net income attributable to common unitholders	$	70,615		$	43,161
Weighted average number of Common Units outstanding	358,598			349,163
Other potential dilutive units	2,102			511
Weighted average number of Common Units and potential dilutive securities	360,700			349,674

The following table summarizes the data that is excluded from the computation of net income per common share or Common Unit as a result of being anti-dilutive (in thousands):



	Three Months Ended March 31,
	2017	2016
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	—	786
Anti-dilutive outstanding participating securities	1,389	3,410

9. Segment Reporting

Reportable Segments

We had three reportable operating segments at March 31, 2017 , the first two of which consist of the ownership and rental of (i) industrial and (ii) medical office real estate investments. Properties not included in our reportable segments, which do not by themselves meet the quantitative thresholds for separate presentation as a reportable segment, are generally referred to as non-reportable Rental Operations. Our non-reportable Rental Operations primarily include our office properties. The operations of our industrial and medical office properties, as well as our non-reportable Rental Operations, are collectively referred to as "Rental Operations." Our third 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.

Revenues by Reportable Segment

The following table shows the revenues for each of the reportable segments, as well as a reconciliation to consolidated revenues (in thousands):



	Three Months Ended March 31,
	2017		2016
Revenues
Rental Operations:
Industrial	$	156,882	$	142,980
Medical Office	47,522		42,225
Non-reportable Rental Operations	13,133		14,896
Service Operations	9,399		23,151
Total segment revenues	226,936		223,252
Other revenue	378		1,702
Consolidated revenue from continuing operations	227,314		224,954
Discontinued operations	—		229
Consolidated revenue	$	227,314	$	225,183

Supplemental Performance Measure

Property-level net operating income on a cash basis ("PNOI") is the non-GAAP supplemental performance measure that we use to evaluate the performance of, and to allocate resources among, the real estate investments in the reportable and operating segments that comprise our Rental Operations. PNOI for our Rental Operations segments is comprised of rental revenues from continuing operations less rental expenses and real estate taxes from continuing operations, along with certain other adjusting items (collectively referred to as "Rental Operations revenues and expenses excluded from PNOI," as shown in the following table). Additionally, we do not allocate interest expense, depreciation expense and certain other non-property specific revenues and expenses (collectively referred to as "Non-Segment Items," as shown in the following table) to our individual operating segments.

We evaluate the performance of our Service Operations reportable segment using net income or loss, as allocated to that segment ("Earnings from Service Operations").

The following table shows a reconciliation of our segment-level measures of profitability to consolidated income from continuing operations before income taxes (in thousands and excluding discontinued operations):



	Three Months Ended March 31,
	2017			2016
PNOI
Industrial	$	115,572		$	100,983
Medical Office	28,851			25,519
Non-reportable Rental Operations	1,192			1,598
PNOI, excluding all sold/held-for-sale properties	145,615			128,100
PNOI from sold/held-for-sale properties included in continuing operations	2,789			12,738
PNOI, continuing operations	$	148,404		$	140,838

Earnings from Service Operations	1,775			2,231

Rental Operations revenues and expenses excluded from PNOI:
Straight-line rental income and expense, net	2,928			2,923
Revenues related to lease buyouts	9,785			165
Amortization of lease concessions and above and below market rents	(543		)	(633		)
Intercompany rents and other adjusting items	180			7
Non-Segment Items:
Equity in earnings of unconsolidated companies	4,749			21,860
Interest expense	(30,505		)	(37,730		)
Depreciation and amortization expense	(81,557		)	(77,798		)
Gain on sale of properties	37,046			15,577
Impairment charges	(859		)	(6,405		)
Interest and other income, net	533			2,523
General and administrative expenses	(19,232		)	(18,098		)
Gain on land sales	1,505			130
Other operating expenses	(738		)	(1,237		)
Gain on extinguishment of debt	25			—
Acquisition-related activity	—			(3		)
Other non-segment revenues and expenses, net	(583		)	(402		)
Income from continuing operations before income taxes	$	72,913		$	43,948

The most comparable GAAP measure to PNOI is income from continuing operations before income taxes. PNOI excludes expenses that materially impact our overall results of operations and, therefore, should not be considered as a substitute for income from continuing operations before income taxes or any other measures derived in accordance with GAAP. Furthermore, PNOI may not be comparable to other similarly titled measures of other companies.

Assets by Reportable Segment

The assets for each of the reportable segments were as follows (in thousands):



	March 31, 2017		December 31, 2016
Assets
Rental Operations:
Industrial	$	5,042,142	$	4,828,984
Medical Office	1,365,645		1,338,844
Non-reportable Rental Operations	86,522		162,893
Service Operations	125,455		127,154
Total segment assets	6,619,764		6,457,875
Non-segment assets	338,746		314,127
Consolidated assets	$	6,958,510	$	6,772,002

10. Real Estate Assets, Discontinued Operations and Assets Held for Sale

Real Estate Assets

Real estate assets, excluding assets held-for-sale, consisted of the following (in thousands):



	March 31, 2017	December 31, 2016
Buildings and tenant improvements	$5,043,559	$4,970,891
Land and improvements	1,549,020	1,511,264
Real estate assets	$6,592,579	$6,482,155

Discontinued Operations

The following table illustrates the number of sold or held-for-sale properties included in, or excluded from, discontinued operations:



	Held-for-Sale at March 31, 2017	Sold Year-to-Date in 2017	Sold in 2016	Total


Total properties included in discontinued operations	0	0	0	0
Properties excluded from discontinued operations	11	7	32	50
Total properties sold or classified as held-for-sale	11	7	32	50

The following table illustrates the operational results of the buildings reflected in discontinued operations (in thousands):



	Three Months Ended March 31,
	2017		2016
Revenues	$	—	$	229
Operating expenses	—		8
Operating income	—		237
Gain on sale of depreciable properties	—		(86		)
Income from discontinued operations	$	—	$	151

The amounts classified in discontinued operations for the three months ended March 31, 2016 were comprised of true-up activity related to 2015 property sales that were classified as discontinued operations.

Allocation of Noncontrolling Interests - General Partner

The following table illustrates the General Partner's share of the income attributable to common shareholders from continuing operations and discontinued operations, reduced by the allocation of income between continuing and discontinued operations to the noncontrolling interests (in thousands):



	Three Months Ended March 31,
	2017		2016
Income from continuing operations attributable to common shareholders	$	70,200	$	43,157
Income from discontinued operations attributable to common shareholders	—		150
Net income attributable to common shareholders	$	70,200	$	43,307

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.

Properties Held-for-Sale

At March 31, 2017 , eleven in-service properties were classified as held-for-sale but did not meet the criteria to be classified within discontinued operations. The following table illustrates aggregate balance sheet information for all held-for-sale properties (in thousands):



	Held-for-Sale Properties Included in Continuing Operations
	March 31, 2017			December 31, 2016
Land and improvements	$	8,874		$	3,631
Buildings and tenant improvements	76,073			37,495
Undeveloped land	—			22,657
Accumulated depreciation	(13,632		)	(18,581		)
Deferred leasing and other costs, net	7,257			3,091
Other assets	2,991			3,334
Total assets held-for-sale	$	81,563		$	51,627

Accrued expenses	$	1,396		$	1,363
Other liabilities	1,312			298
Total liabilities held-for-sale	$	2,708		$	1,661

11. 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 April 26, 2017 :



Class of stock/units	Quarterly Amount per Share or Unit	Record Date	Payment Date
Common - Quarterly	$0.19	May 16, 2017	May 31, 2017

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand our operations and our present business environment. Management's Discussion and Analysis is provided as a supplement to and should be read in conjunction with our consolidated financial statements and the notes thereto, contained in Part I, Item I of this Report and the consolidated financial statements and notes thereto, contained in Part IV, Item 15 of our 2016 Annual Report.

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," "could" and similar expressions or statements regarding future periods are intended to identify forward-looking statements, although not all forward-looking statements contain such words.

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. 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 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, or at all;


•	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 (the "SEC").

Although we presently believe that the plans, expectations and anticipated results expressed in or suggested by the forward-looking statements contained or incorporated by reference into this Report 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.

The above list of risks and uncertainties 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 in our 2016 Annual Report. The risk factors contained in our Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q and other public filings.

Business Overview

The General Partner and Partnership collectively specialize in the ownership, management and development of industrial and medical office real estate.

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. A more complete description of our business, and of management's philosophy and priorities, is included in our 2016 Annual Report.

At March 31, 2017 , we:

•

Owned or jointly controlled 568 primarily industrial and medical office properties, of which 538 properties with 131.9 million square feet were in service and 30 properties with 11.0 million square feet were under development. The 538 in-service properties were comprised of 496 consolidated properties with 120.7 million square feet and 42 jointly controlled unconsolidated properties with 11.3 million square feet. The 30 properties under development consisted of 27 consolidated properties with 10.2 million square feet and three jointly controlled unconsolidated properties with 727,000 square feet.


•	Owned directly, or through ownership interests in unconsolidated joint ventures (with acreage not adjusted for our percentage ownership interest), approximately 2,150 acres of land and controlled approximately 1,600 acres through purchase options.

Our overall strategy is to continue to increase our investment in quality industrial properties.

The third 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. Our Service Operations segment also includes our taxable REIT subsidiary, a legal entity through which certain of the segment's aforementioned operations are conducted.

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

Our ability to maintain high occupancy rates is a principal driver of maintaining and increasing rental revenue. The following table sets forth percent leased and average net effective rent information regarding our in-service portfolio of rental properties, including properties classified within both continuing and discontinued operations, at March 31, 2017 and 2016 , respectively:



	Total Square Feet (in thousands)		Percent of Total Square Feet				Percent Leased*				Average Annual Net Effective Rent**
Type	2017	2016	2017		2016		2017		2016		2017	2016
Industrial	113,863	107,947	94.4	%	92.6	%	98.5	%	96.5	%	$4.19	$4.08
Medical Office	5,939	5,317	4.9	%	4.6	%	94.3	%	95.4	%	$24.13	$23.55
Non-reportable Rental Operations	857	3,288	0.7	%	2.8	%	72.2	%	84.5	%	$14.96	$13.39
Total Consolidated	120,659	116,552	100.0	%	100.0	%	98.1	%	96.1	%	$5.19	$5.19

Unconsolidated Joint Ventures	11,286	18,894					89.4	%	90.7	%	$5.90	$5.29
Total Including Unconsolidated Joint Ventures	131,945	135,446					97.4	%	95.4	%
* 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.

Vacancy Activity

The following table sets forth vacancy activity, shown in square feet, from our in-service rental properties included within both continuing and discontinued operations, at March 31, 2017 (in thousands):



	Consolidated Properties		Unconsolidated Joint Venture Properties		Total Including Unconsolidated Joint Venture Properties
Vacant square feet at December 31, 2016	3,298		425		3,723
Acquisitions	183		—		183
Vacant space in completed developments	60		708		768
Dispositions	(55	)	—		(55	)
Expirations	929		120		1,049
Early lease terminations	18		—		18
Property structural changes/other	12		—		12
Leasing of previously vacant space	(2,212	)	(54	)	(2,266	)
Vacant square feet at March 31, 2017	2,233		1,199		3,432

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 and unconsolidated rental properties, expressed in square feet of leases signed, is as follows (in thousands):



	Three Months Ended March 31,
	2017	2016
New Leasing Activity - First Generation	2,583	2,754
New Leasing Activity - Second Generation	1,113	1,106
Renewal Leasing Activity	1,267	3,026
Total Consolidated Leasing Activity	4,963	6,886
Unconsolidated Joint Venture Leasing Activity	662	502
Total Including Unconsolidated Joint Venture Leasing Activity	5,625	7,388

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 rental properties during the three months ended March 31, 2017 and 2016 (square feet data in thousands):



	Square Feet of New Second Generation Leases Signed (in thousands)		Average Term in Years		Estimated Tenant Improvement Cost per Square Foot		Leasing Commissions per Square Foot
	2017	2016	2017	2016	2017	2016	2017	2016
Three Months
Industrial	1,096	1,074	5.2	6.8	$1.84	$3.20	$1.33	$1.83
Medical Office	2	6	5.2	7.1	$12.90	$14.08	$14.74	$16.01
Non-reportable Rental Operations	15	26	6.2	8.4	$23.68	$11.81	$6.20	$12.06
Total Consolidated	1,113	1,106	5.2	6.8	$2.15	$3.46	$1.42	$2.15
Unconsolidated Joint Ventures	54	71	14.6	3.1	$1.37	$0.20	$2.62	$1.20
Total Including Unconsolidated Joint Ventures	1,167	1,177	5.6	6.6	$2.12	$3.26	$1.48	$2.09

Lease Renewals

The following table summarizes our lease renewal activity within our rental properties for the three months ended March 31, 2017 and 2016 (square feet data in thousands):



	Square Feet of Leases Renewed (in thousands)		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
	2017	2016	2017		2016		2017	2016	2017		2016		2017	2016	2017	2016
Three Months
Industrial	1,257	2,973	85.6	%	96.3	%	4.7	3.1	19.5	%	13.9	%	$0.71	$0.35	$1.21	$0.61
Medical Office	10	33	56.9	%	82.6	%	7.2	5.1	17.7	%	18.3	%	$6.31	$5.46	$6.02	$3.01
Non-reportable Rental Operations	—	20	—	%	15.3	%	—	7.4	—	%	15.8	%	—	$13.25	—	$8.97
Total Consolidated	1,267	3,026	85.1	%	92.9	%	4.7	3.1	19.4	%	14.2	%	$0.75	$0.49	$1.24	$0.69
Unconsolidated Joint Ventures	165	319	75.1	%	52.8	%	3.7	5.5	28.3	%	25.7	%	$0.20	$1.11	$1.25	$1.55
Total Including Unconsolidated Joint Ventures	1,432	3,345	83.9	%	86.6	%	4.6	3.4	20.3	%	15.4	%	$0.69	$0.55	$1.25	$0.78
* 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.

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 table below reflects our consolidated in-service portfolio lease expiration schedule, excluding the leases in properties designated as held-for-sale, at March 31, 2017 (in thousands, except percentage data and number of leases):



	Total Consolidated Portfolio					Industrial				Medical Office				Non-reportable
Year of Expiration	Square Feet		Ann. Rent Revenue*		Number of Leases	Square Feet		Ann. Rent Revenue*		Square Feet		Ann. Rent Revenue*		Square Feet		Ann. Rent Revenue*
Remainder of 2017	5,921		$	24,016	105	5,775		$	21,509	144		$	2,485	2		$	22
2018	13,683		61,054		191	13,249		50,029		427		10,946		7		79
2019	14,077		62,609		213	13,744		54,862		319		7,578		14		169
2020	13,222		66,948		181	12,773		57,941		425		8,789		24		218
2021	13,504		61,634		181	13,215		56,215		230		4,924		59		495
2022	14,596		62,109		127	14,234		54,628		327		6,893		35		588
2023	3,836		25,267		66	3,433		17,916		388		7,192		15		159
2024	9,247		43,350		59	9,082		39,938		153		3,181		12		231
2025	8,025		35,978		40	7,788		31,508		213		3,905		24		565
2026	7,363		37,521		50	7,080		31,484		283		6,037		—		—
2027 and Thereafter	14,501		124,993		88	11,763		53,642		2,310		64,616		428		6,735
Total Leased	117,975		$	605,479	1,301	112,136		$	469,672	5,219		$	126,546	620		$	9,261

Total Portfolio Square Feet	120,209					113,795				5,557				857
Percent Leased	98.1	%				98.5	%			93.9	%			72.2	%
* 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 renewals, as previously defined, is the most objective and meaningful relationship between rents on leases expiring in the near-term and current market rents.

Building Acquisitions

Our decision process in determining whether or not to acquire a target property or portfolio of properties 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 six buildings during the three months ended March 31, 2017 and 17 buildings during the year ended December 31, 2016 . 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):



	Year-to-Date 2017 Acquisitions						Full Year 2016 Acquisitions
Type	Acquisition Price*		In-Place Yield**		Percent Leased at Acquisition Date***		Acquisition Price*		In-Place Yield**		Percent Leased at Acquisition Date***
Industrial	$	104,592	3.5	%	81.3	%	$	167,339	6.7	%	91.3	%
Medical Office	10,829		6.1	%	100.0	%	16,251		7.0	%	100.0	%
Non-reportable Rental Operations	—		—	%	—	%	56,593		7.6	%	93.0	%
Total	$	115,421	3.7	%	82.7	%	$	240,183	6.9	%	91.7	%

* Includes fair value of 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.

Building Dispositions

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 seven wholly owned buildings during the three months ended March 31, 2017 and 32 wholly owned buildings during the year ended December 31, 2016 . The following table summarizes the sales prices, in-place yields and percent leased, by product type, of these buildings (in thousands, except percentage data):



	Year-to-Date 2017 Dispositions						Full Year 2016 Dispositions
Type	Sales Price		In-Place Yield*		Percent Occupied**		Sales Price		In-Place Yield*		Percent Occupied**
Industrial	$	14,400	6.0	%	100.0	%	$	162,831	6.4	%	96.7	%
Non-reportable Rental Operations	70,986		9.6	%	90.6	%	353,734		8.1	%	88.2	%
Total	$	85,386	9.0	%	94.6	%	$	516,565	7.6	%	92.5	%

* In-place yields of completed dispositions are calculated as annualized net operating income from space leased to tenants at the date of sale on a lease-up basis, including full rent from all executed leases, even if currently in a free rent period, divided by the sales price. Annualized net operating income is comprised of base rental payments, excluding reimbursement of 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.

Development

At March 31, 2017 , we had 11.0 million square feet of property under development with total estimated costs upon completion of $894.8 million compared to 8.7 million square feet with total estimated costs upon completion of $754.6 million at March 31, 2016 . The square footage and estimated costs include both consolidated properties and unconsolidated joint venture development activity at 100%.

The following table summarizes our properties under development at March 31, 2017 (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	10,223	71%	$	855,933	$	446,360	$	409,573
Unconsolidated joint venture properties	727	100%	38,872		14,715		24,157
Total	10,950	73%	$	894,805	$	461,075	$	433,730

Results of Operations

A summary of our operating results and property statistics is as follows (in thousands, except number of properties and per share or Common Unit data):



	Three Months Ended March 31,
	2017		2016
Rental and related revenue from continuing operations	$	217,915	$	201,803
General contractor and service fee revenue	9,399		23,151
Operating income	102,860		79,158
General Partner
Net income attributable to common shareholders	$	70,200	$	43,307
Weighted average common shares outstanding	355,282		345,665
Weighted average common shares and potential dilutive securities	360,700		349,674
Partnership
Net income attributable to common unitholders	$	70,852	$	43,745
Weighted average Common Units outstanding	358,598		349,163
Weighted average Common Units and potential dilutive securities	360,700		349,674
General Partner and Partnership
Basic income per common share or Common Unit:
Continuing operations	$	0.20	$	0.12
Diluted income per common share or Common Unit:
Continuing operations	$	0.20	$	0.12
Number of in-service consolidated properties at end of period	496		490
In-service consolidated square footage at end of period	120,659		116,552
Number of in-service joint venture properties at end of period	42		66
In-service joint venture square footage at end of period	11,286		18,894

Supplemental Performance Measures

In addition to net income computed in accordance with GAAP, we assess and measure the overall operating results of the General Partner and the Partnership using certain non-GAAP supplemental performance measures, which include (i) Funds From Operations ("FFO"), (ii) PNOI and (iii) Same-Property Net Operating Income - Cash Basis ("SPNOI").

These non-GAAP metrics are commonly used by industry analysts and investors as supplemental operating performance measures of REITs and are viewed by management to be useful indicators of operating performance. 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, PNOI and SPNOI, 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.

The most comparable GAAP measure to FFO is net income (loss) attributable to common shareholders or common unitholders, while the most comparable GAAP measure to PNOI and SPNOI is income (loss) from continuing operations before income taxes.

FFO, PNOI and SPNOI each exclude expenses that materially impact our overall results of operations and, therefore, should not be considered as a substitute for net income (loss) attributable to common shareholders or

common unitholders, income (loss) from continuing operations before income taxes, or any other measures derived in accordance with GAAP. Furthermore, these metrics may not be comparable to other similarly titled measures of other companies.

Funds From Operations

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 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. We calculate FFO in accordance with the definition that was adopted by the Board of Governors of NAREIT.

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 assists them in comparing these operating results between periods or between different companies that use the NAREIT definition of FFO.

The following table shows a reconciliation of net income attributable to common shareholders or common unitholders to the calculation of FFO attributable to common shareholders or common unitholders (in thousands):



	Three Months Ended March 31,
	2017			2016
Net income attributable to common shareholders of the General Partner	$	70,200		$	43,307
Add back: Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	652			438
Net income attributable to common unitholders of the Partnership	70,852			43,745
Adjustments:
Depreciation and amortization	81,557			77,798
Company share of joint venture depreciation, amortization and other adjustments	2,495			3,639
Impairment charges - depreciable property	859			—
Gains on depreciable property sales - wholly owned	(37,046		)	(15,491		)
Income tax expense triggered by depreciable property sales	—			343
Gains on depreciable property sales - share of joint venture	(1,798		)	(17,942		)
FFO attributable to common unitholders of the Partnership	$	116,919		$	92,092
Additional General Partner Adjustments:
Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	(652		)	(438		)
Noncontrolling interest share of adjustments	(427		)	(484		)
FFO attributable to common shareholders of the General Partner	$	115,840		$	91,170

Property-Level Net Operating Income - Cash Basis

PNOI is comprised of rental revenues from continuing operations less rental expenses and real estate taxes from continuing operations, along with certain other adjusting items. As a performance metric that consists of only the cash-based revenues and expenses directly related to ongoing real estate rental operations, PNOI is narrower in scope than FFO.

PNOI, as we calculate it, may not be directly comparable to similarly titled, but differently calculated, measures for other REITs. We believe that PNOI is another useful supplemental performance measure, as it is an input in many REIT valuation models and it provides a means by which to evaluate the performance of the properties within our Rental Operations segments.

The major factors influencing PNOI are occupancy levels, acquisitions and sales, development properties that achieve stabilized operations, rental rate increases or decreases, and the recoverability of operating expenses.

Note 9 to the consolidated financial statements included in Part I, Item 1 of this Report shows a calculation of our PNOI for the three months ended March 31, 2017 and 2016 and provides a reconciliation of PNOI for our Rental Operations segments to income from continuing operations before income taxes.

Same Property Net Operating Income - Cash Basis

We also evaluate the performance of our properties, including our share of properties we jointly control, on a "same property" basis, using a metric referred to as SPNOI. We view SPNOI as a useful supplemental performance measure because it improves comparability between periods by eliminating the effects of changes in the composition of our portfolio.

On an individual property basis, SPNOI is generally computed in a consistent manner as PNOI.

We have defined our same-property portfolio, for the three months ended March 31, 2017 , as those properties that were owned and in-service as of January 1, 2016 , and held as in-service properties through the end of the reporting periods shown. In addition to excluding properties that were sold or identified as held-for-sale through the end of the reporting periods shown, we also exclude properties where revenues from lease buyouts in excess of $250,000 have been recognized in either the full calendar year 2016 or year-to-date calendar year 2017. A reconciliation of income from continuing operations before income taxes to SPNOI is presented as follows (in thousands):



	Three Months Ended March 31,						Percent
	2017			2016			Change
Income from continuing operations before income taxes	$	72,913		$	43,948
Share of SPNOI from unconsolidated joint ventures	4,913			5,269
PNOI excluded from the same property population	(17,762		)	(7,161		)
Earnings from Service Operations	(1,775		)	(2,231		)
Rental Operations revenues and expenses excluded from PNOI	(15,139		)	(15,200		)
Non-Segment Items	89,616			101,583
SPNOI	$	132,766		$	126,208		5.2	%

The composition of the line items titled "Rental Operations revenues and expenses excluded from PNOI" and "Non-Segment Items" from the table above are shown in greater detail in Note 9 to the consolidated financial statements included in Part I, Item 1 of this Report.

We believe that the factors that impact SPNOI are generally the same as those that impact PNOI. The following table details the number of properties, square feet, average occupancy and cash rental rates for the properties included in SPNOI for the respective periods:



	Three Months Ended March 31,
	2017	2016
Number of properties	471	471
Square feet (in thousands) (1)	113,368	113,368
Average commencement occupancy percentage (2)	97.5%	96.0%
Average rental rate - cash basis (3)	$4.88	$4.81
(1) Includes the total square feet of the consolidated properties that are in the same property population as well as 4.5 million square feet of space for unconsolidated joint ventures, which represents our ratable share of the 9.4 million total square feet of space for buildings owned by unconsolidated joint ventures that are in the same property population.
(2) Commencement occupancy represents the percentage of total square feet where the leases have commenced.
(3) Represents the average annualized contractual rent per square foot for the three months ended March 31, 2017 and 2016 for tenants in occupancy in properties in the same property population. Cash rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period at March 31, 2017 or 2016 its rent would equal zero for purposes of this metric.

Comparison of Three Months Ended March 31, 2017 to Three Months Ended March 31, 2016

Rental and Related Revenue

The following table sets forth rental and related revenue from continuing operations by reportable segment (in thousands):



	Three Months Ended March 31,
	2017		2016
Rental and related revenue:
Industrial	$	156,882	$	142,980
Medical Office	47,522		42,225
Non-reportable Rental Operations and non-segment revenues	13,511		16,598
Total rental and related revenue from continuing operations	$	217,915	$	201,803
Rental and related revenue from discontinued operations	—		229
Total rental and related revenue from continuing and discontinued operations	$	217,915	$	202,032

The following factors contributed to the increase in rental and related revenue from continuing operations:


•	We acquired 23 properties and placed 27 developments in service from January 1, 2016 to March 31, 2017 , which provided incremental revenues of $17.3 million in the first quarter of 2017 , as compared to the same period in 2016 .

•

Rental and related revenue from continuing operations 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. The overall increase in rental and related revenue from continuing operations included an increase of $9.4 million in termination fees compared to the three months ended March 31, 2016 .


•	Increased occupancy and rental rates within our same-property portfolio also contributed to the increase to rental and related revenue from continuing operations. Average commencement occupancy in our same-property portfolio increased by 1.5% from the three months ended March 31, 2016 .


•	The sale of 39 properties since January 1, 2016 , which did not meet the criteria to be classified within discontinued operations, resulted in a decrease of $11.0 million to rental and related revenue from continuing operations in the three months ended March 31, 2017 , as compared to the same period in 2016 , which partially offset the aforementioned increases to rental and related revenues.

Rental Expenses and Real Estate Taxes

The following table sets forth rental expenses and real estate taxes from continuing operations by reportable segment (in thousands):



	Three Months Ended March 31,
	2017		2016
Rental expenses:
Industrial	$	14,805	$	14,362
Medical Office	8,994		8,395
Non-reportable Rental Operations and non-segment expenses	1,472		6,521
Total rental expenses from continuing operations	$	25,271	$	29,278
Rental expenses from discontinued operations	—		(8		)
Total rental expenses from continuing and discontinued operations	$	25,271	$	29,270
Real estate taxes:
Industrial	$	25,388	$	22,708
Medical Office	6,050		4,960
Non-reportable Rental Operations and non-segment expenses	1,035		1,959
Total real estate tax expense from continuing operations	$	32,473	$	29,627

Rental expenses from continuing operations decreased by $4.0 million during the three months ended March 31, 2017 , compared to the same period in 2016 . The decrease to rental expenses was primarily the result of sales of office properties, which have higher utility and other operating costs relative to industrial properties, that did not meet the criteria to be classified within discontinued operations.

Real estate tax expense from continuing operations increased by $2.8 million during the three months ended March 31, 2017 , compared to the same period in 2016 . The increase to real estate tax expense was mainly the result of industrial developments placed in service from January 1, 2016 to March 31, 2017 and increases in real estate taxes on our existing base of properties. These increases to real estate tax expense were partially offset by the impact of property sales that did not meet the criteria to be classified within discontinued operations.

Depreciation and Amortization

Depreciation and amortization expense from continuing operations increased from $77.8 million for the three months ended March 31, 2016 to $81.6 million for the same period in 2017 primarily as the result of the 23 properties acquired and the 27 developments placed in service since January 1, 2016 . The impact of acquired properties and developments placed in service was partially offset by property dispositions that did not meet the criteria to be classified within discontinued operations.

Equity in Earnings

Equity in earnings represents our ownership share of net income from investments in unconsolidated companies that generally own and operate rental properties. Equity in earnings decreased from $21.9 million for the three months ended March 31, 2016 to $4.7 million for the same period in 2017 . During the three months ended March 31, 2017 , we recorded $1.8 million to equity in earnings related to our share of the gain on sale of one joint venture building. During the three months ended March 31, 2016, we recorded $14.0 million to equity in earnings for our share of the net gains from the sale of four office properties in one of our joint ventures.

Gain on Sale of Properties - Continuing Operations

The $37.0 million recognized as gain on sale of properties in continuing operations for the three months ended March 31, 2017 is the result of the sale of seven properties. These properties did not meet the criteria for inclusion in discontinued operations.

The $15.6 million recognized as gain on sale of properties in continuing operations for the three months ended March 31, 2016 was the result of the gain from the sale of three properties. These properties did not meet the criteria for inclusion in discontinued operations.

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 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 operation 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 increased from $18.1 million for the three months ended March 31, 2016 to $19.2 million for the same period in 2017 . The following table sets forth the factors that led to the increase in general and administrative expenses (in millions):



General and administrative expenses - three-month period ended March 31, 2016	$	18.1
Decrease to overall pool of overhead costs	(1.1		)
Increased absorption of costs by wholly owned leasing and development activities (1)	(0.5		)
Decreased allocation of costs to Service Operations and Rental Operations (2)	2.7
General and administrative expenses - three-month period ended March 31, 2017	$	19.2

(1) We capitalized $5.3 million and $8.3 million of our total overhead costs to leasing and development, respectively, for consolidated properties during the three months ended March 31, 2017 , compared to capitalizing $6.8 million and $6.3 million of such costs, respectively, for the three months ended March 31, 2016 . Combined overhead costs capitalized to leasing and development totaled 33.3% and 31.4% of our overall pool of overhead costs for the three months ended March 31, 2017 and 2016 , respectively.

(2) The decrease in allocation of costs to Service Operations and Rental Operations resulted from a lower volume of third-party construction projects during the three months ended March 31, 2017 as well as a lower allocation of property management and maintenance expenses to Rental Operations due to significantly decreasing our investment in office properties through 2016 disposition activities.

Interest Expense

Interest expense allocable to continuing operations decreased from $37.7 million for the three months ended March 31, 2016 to $30.5 million for the three months ended March 31, 2017 . The decrease to interest expense from continuing operations was primarily due to interest savings from reducing leverage and refinancing higher rate indebtedness during 2016.

We capitalized $4.2 million and $5.7 million of interest costs for the three months ended March 31, 2017 and 2016 , respectively.

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.

We had no buildings classified as discontinued operations for both the three months ended March 31, 2017 and March 31, 2016 . The amounts classified in discontinued operations for the three months ended March 31, 2016 were comprised of true-up activity related to 2015 property sales that were classified as discontinued operations. There was no true-up activity for the three months ended March 31, 2017 .

Liquidity and Capital Resources

Sources of Liquidity

We expect to meet our short-term liquidity requirements over the next 12 months, including maturities of indebtedness, payments of dividends and distributions and 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. We had a $237.0 million balance outstanding on the Partnership's $1.20 billion unsecured line of credit at March 31, 2017 .

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 other capital improvements, through multiple sources of capital including operating cash flow, proceeds from property dispositions 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 items such as 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

We use the Partnership's unsecured line of credit (which is guaranteed by the General Partner) as a temporary source of capital to fund development activities, acquire additional rental properties and provide working capital.

At March 31, 2017 , 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 has an ATM equity program that allows it to issue new common shares from time to time, with an aggregate offering price of up to $200.0 million. During the three months ended March 31, 2017, the General Partner did not issue any common shares pursuant to its ATM equity program. As of March 31, 2017 , the ATM equity program still had $108.1 million worth of new common shares available to issue.

The Partnership has issued debt securities pursuant to certain indentures and related supplemental indentures, which also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants, as well as applicable covenants under our unsecured line of credit, at March 31, 2017 .

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 depreciable property provided $103.1 million in net proceeds during the three months ended March 31, 2017 .

Transactions with Unconsolidated Joint Ventures

Transactions with unconsolidated joint ventures also provide a source of liquidity. From time to time we will sell properties to unconsolidated joint ventures, while retaining a continuing interest in that entity, and receive proceeds commensurate to those interests that we do not own. Additionally, unconsolidated joint ventures 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 the three months ended March 31, 2017 , our share of sale distributions from unconsolidated joint ventures totaled $4.9 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


•	other contractual obligations.

Property Investment

Our overall strategy is to continue to increase our investment in quality industrial properties. 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 is dependent upon identifying suitable acquisition and development opportunities, and 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.

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 the 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, as well as capital expenditures for the development of real estate investments and for other deferred leasing costs (in thousands):



	Three Months Ended March 31,
	2017		2016
Second generation tenant improvements	$	3,694	$	7,763
Second generation leasing costs	5,650		6,235
Building improvements	1,087		403
Total second generation capital expenditures	$	10,431	$	14,401
Development of real estate investments	$	112,727	$	108,179
Other deferred leasing costs	$	4,398	$	8,359

The capital expenditures in the table above include the capitalization of internal overhead costs. We capitalized $5.3 million and $6.8 million of overhead costs related to leasing activities, including both first and second generation leases, during the three months ended March 31, 2017 and 2016 , respectively. We capitalized $8.3 million and $6.3 million of overhead costs related to development activities, including both development and tenant improvement projects on first and second generation space, during the three months ended March 31, 2017 and 2016 , respectively. Combined overhead costs capitalized to leasing and development totaled 33.3% and 31.4% of our overall pool of overhead costs for the three months ended March 31, 2017 and 2016 , respectively. Further discussion of the capitalization of overhead costs can be found herein, in the quarter-to-quarter comparison of general and administrative expenses of this Item 2 as well as in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2016 Annual Report.

In addition to the capitalization of overhead costs, the totals for development of real estate assets in the table above include the capitalization of $4.2 million and $5.7 million of interest costs in the three months ended March 31, 2017 and 2016 , respectively.

The following table summarizes our second generation capital expenditures by reportable operating segment (in thousands):



	Three Months Ended March 31,
	2017		2016
Industrial	$	9,401	$	12,193
Medical Office	717		534
Non-reportable Rental Operations	313		1,674
Total	$	10,431	$	14,401

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 characteristics of each individual property and the market in which the property is located.

Dividend and Distribution Requirements

The General Partner is required to meet the distribution requirements of the Code, in order to maintain its REIT status. We paid regular dividends or distributions of $0.19 per common share or Common Unit in the first quarter of 2017 , and the General Partner's board of directors declared dividends or distributions of $0.19 per common share or Common Unit for the second quarter of 2017 .

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.

Debt Maturities

Debt outstanding at March 31, 2017 had a face value totaling $3.10 billion with a weighted average interest rate of 4.33% and maturities at various dates through 2028. Of this total amount, we had $2.50 billion of unsecured debt, $366.8 million of secured debt and $237.0 million outstanding on our unsecured line of credit at March 31, 2017 . Scheduled principal amortization, maturities and early repayments of such debt totaled $18.2 million for the three months ended March 31, 2017 .

The following table is a summary of the scheduled future amortization and maturities of our indebtedness at March 31, 2017 (in thousands, except percentage data):



	Future Repayments
Year	Scheduled Amortization		Maturities		Total		Weighted Average Interest Rate of Future Repayments
Remainder of 2017	$	6,754	$	50,262	$	57,016	5.91	%
2018	7,768		285,611		293,379		6.08	%
2019	6,936		268,438		275,374		7.60	%
2020	5,381		615,660		621,041		2.96	%
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		300,000		304,036		3.92	%
2025	3,938		—		3,938		5.53	%
2026	2,029		375,000		377,029		3.37	%
2027	358		—		358		6.42	%
Thereafter	—		50,000		50,000		7.29	%
	$	48,044	$	3,054,018	$	3,102,062	4.33	%

The Partnership's variable rate unsecured notes and unsecured line of credit are both reflected in the table above as maturing in January 2020, based on the ability to exercise a one-year extension option from their stated maturity dates of January 2019. 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.

Repurchases of Outstanding Debt

To the extent that it supports our overall capital strategy, we may purchase some of our outstanding unsecured notes prior to their stated maturities.

Contractual Obligations

Aside from repayments of long-term debt, there have not been material changes in our outstanding commitments since December 31, 2016 , as previously discussed in our 2016 Annual Report.

Historical Cash Flows

Cash and cash equivalents were $13.4 million and $15.6 million at March 31, 2017 and 2016 , respectively. The following table highlights significant changes in net cash associated with our operating, investing and financing activities (in millions):



	Three Months Ended March 31,
	2017			2016
General Partner
Net Cash Provided by Operating Activities	$	109.9		$	72.9
Net Cash Used for Investing Activities	$	(210.9	)	$	(62.6	)
Net Cash Provided by (Used for) Financing Activities	$	101.7		$	(17.2	)

Partnership
Net Cash Provided by Operating Activities	$	109.9		$	72.9
Net Cash Used for Investing Activities	$	(210.9	)	$	(62.6	)
Net Cash Provided by (Used for) Financing Activities	$	101.7		$	(17.2	)

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 be our primary source of operating cash flows. The increase to cash flow provided by operating activities, compared to the three months ended March 31, 2016 , was due to improved operational performance, carrying a larger overall portfolio of real estate assets and lower cash paid for interest, as the result of the significant debt repayments or refinancings that took place throughout 2016.

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 are as follows:


•	During the three months ended March 31, 2017 , we paid cash of approximately $114.4 million and $50.4 million , respectively, for real estate and undeveloped land acquisitions, compared to $27.2 million of undeveloped land acquisitions and no real estate acquisitions in the same period in 2016 .


•	Real estate development costs were $112.7 million during the three months ended March 31, 2017 , compared to $108.2 million for the same period in 2016 . During the three months ended March 31, 2017, we placed five newly completed wholly owned development projects in service and expect to continue with a robust level of new development.


•	Sales of land and depreciated properties provided $103.1 million in net proceeds for the three months ended March 31, 2017 , compared to $57.4 million for the same period in 2016 .


•	Second generation tenant improvements, leasing costs and building improvements totaled $10.4 million for the three months ended March 31, 2017 compared to $14.4 million for the same period in 2016 .


•	For the three months ended March 31, 2017 , we received $4.9 million in capital distributions from unconsolidated joint ventures, compared to $29.5 million during the same period in 2016 .


•	For the three months ended March 31, 2017 , we made capital contributions of $297,000 to unconsolidated joint ventures, compared to $23.2 million during the same period in 2016 .

Financing Activities

The following items highlight significant capital transactions:


•	For the three months ended March 31, 2017 , we increased net borrowings on the Partnership's unsecured line of credit by $189.0 million , compared to an increase of $77.0 million of net borrowings for the same period in 2016 .


•	During the three months ended March 31, 2017 , we repaid two secured loans for $15.9 million . We repaid one secured loan for $14.4 million during the same period in 2016.


•	Changes in book overdrafts are classified as financing activities within our consolidated Statements of Cash Flows. Book overdrafts were $20.6 million and $2.5 million for the three months ended March 31, 2017 and 2016 , respectively.


•	We paid regular cash dividends or distributions totaling $67.6 million and $62.3 million for the three months ended March 31, 2017 and 2016 , respectively.

Off Balance Sheet Arrangements - Investments in Unconsolidated Companies

We analyze our investments in unconsolidated joint ventures to determine if they meet the criteria for classification as a VIE and would require consolidation. We (i) evaluate the sufficiency of 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 limited partners (or similar owning entities) that lack substantive participating or kick out rights and (iii) establish whether or not 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 the end of 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 joint venture partner's substantive participating rights to determine if the venture should be consolidated. There were no unconsolidated joint ventures that met the criteria to be a VIE at March 31, 2017 .

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 and medical office real estate properties. These investments provide us with increased market share and tenant and property diversification. The equity method of accounting 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 joint ventures represented approximately 3% of our total assets at both March 31, 2017 and December 31, 2016 . Total assets of our unconsolidated joint ventures were $734.1 million and $743.4 million at March 31, 2017 and December 31, 2016 , respectively. The combined revenues of our unconsolidated joint ventures totaled $21.5 million and $36.0 million for the three months ended March 31, 2017 and 2016 , respectively.

We have guaranteed the repayment of certain secured and unsecured loans of our unconsolidated joint ventures. The outstanding balances on the guaranteed portion of these loans totaled $63.1 million at March 31, 2017 .

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to interest rate changes primarily as a result of our line of credit and our 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 one outstanding swap, which fixes the rate on one of our variable rate loans and is not significant to our financial statements at March 31, 2017 .

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.



	Remainder of 2017			2018			2019			2020			2021			Thereafter			Face Value			Fair Value
Fixed rate secured debt	$	54,809		$	4,783		$	272,215		$	3,583		$	12,163		$	16,489		$	364,042		$	392,885
Weighted average interest rate	5.92		%	6.46		%	7.63		%	5.98		%	5.73		%	6.07		%	7.20		%
Variable rate secured debt	$	300		$	300		$	300		$	300		$	300		$	1,300		$	2,800		$	2,800
Weighted average interest rate	0.94		%	0.94		%	0.94		%	0.94		%	0.94		%	0.94		%	0.94		%
Fixed rate unsecured debt	$	1,907		$	288,296		$	2,859		$	130,158		$	250,000		$	1,575,000		$	2,248,220		$	2,316,628
Weighted average interest rate	6.26		%	6.08		%	6.26		%	6.74		%	3.91		%	3.96		%	4.39		%
Variable rate unsecured notes	$	—		$	—		$	—		$	250,000		$	—		$	—		$	250,000		$	250,000
Rate at March 31, 2017	N/A			N/A			N/A			1.99%			N/A			N/A			1.99		%
Variable rate unsecured line of credit	$	—		$	—		$	—		$	237,000		$	—		$	—		$	237,000		$	237,000
Rate at March 31, 2017	N/A			N/A			N/A			1.85%			N/A			N/A			1.85		%

As the above table incorporates only those exposures that existed at March 31, 2017 , 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 rate derivatives, and interest rates. Interest expense on our unsecured line of credit, to the extent we have outstanding borrowings, and our variable rate unsecured notes will be affected by fluctuations in the 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.

Item 4. Controls and Procedures

Controls and Procedures (General Partner)

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures are further designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon the foregoing, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Controls and Procedures (Partnership)

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. These disclosure controls and procedures are further designed to ensure that such information is accumulated and communicated to management, including the General Partner's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of management, including the General Partner's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon the foregoing, the General Partner's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

Part II - Other Information

Item 1. Legal Proceedings

From time to time, we are parties to a variety of legal proceedings and claims arising in the ordinary course of our businesses. While these matters generally are covered by insurance, there is no assurance that our insurance will cover any particular proceeding or claim. We are not subject to any material pending legal proceedings other than routine litigation arising in the ordinary course of business. We presently believe that all of the proceedings to which we were subject as of March 31, 2017 , taken as a whole, will not have a material adverse effect on our liquidity, business, financial condition or results of operations.

Item 1A. Risk Factors

In addition to the information set forth in this Report, you also should carefully review and consider the information contained in our other reports and periodic filings that we make with the SEC, including, without limitation the information contained under the caption "Item 1A. Risk Factors" in our 2016 Annual Report. The risks and uncertainties described in our 2016 Annual Report are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we presently deem to be immaterial, also may materially adversely affect our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Equity Securities

None

(b) Use of Proceeds

None

From time to time, we repurchase our securities under a repurchase program that initially was approved by the General Partner's board of directors and publicly announced in October 2001 (the "Repurchase Program").

On January 25, 2017, the General Partner's board of directors adopted a resolution that amended and restated the Repurchase Program and delegated authority to management to repurchase a maximum of $100.0 million of the General Partner's common shares, $500.0 million of the Partnership's debt securities and $500.0 million of the General Partner's preferred shares, subject to the prior notification of the Chairman of the Finance Committee of the board of directors of planned repurchases within these limits. We did not repurchase any equity securities through the Repurchase Program during the three months ended March 31, 2017 .

Item 3. Defaults upon Senior Securities

During the period covered by this Report, we did not default under the terms of any of our material indebtedness.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the period covered by this Report, there was no information required to be disclosed by us in a Current Report on Form 8-K that was not so reported, nor were there any material changes to the procedures by which our security holders may recommend nominees to the General Partner's board of directors.

Item 6. Exhibits

(a) Exhibits




3.1			Sixth 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 January 5, 2015, 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)			Fifth 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 May 5, 2014, and incorporated herein by this reference).

3.4 (ii)			First Amendment to Fifth 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 August 6, 2014, and incorporated herein by this reference).

3.4 (iii)			Second Amendment to Fifth 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 December 16, 2014, and incorporated herein by this reference).

3.4 (iv)			Third Amendment to Fifth 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 January 5, 2015, and incorporated herein by this reference).

3.4 (v)			Fourth Amendment to Fifth Amended and Restated Agreement of Limited Partnership of the Partnership (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 January 29, 2015, and incorporated herein by this reference).

10.1			Form of Award Certificate under the General Partner's 2010 Performance Share Plan, a sub-plan of the 2015 Long-Term Incentive Plan. #*

10.2			Form of 2010 Performance Share Plan LTIP Unit Award Agreement. #*

11.1			Statement Regarding Computation of Earnings.***

12.1			Statement of Calculation 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 Calculation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Distributions of the Partnership.*

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.**

101			The following materials from the General Partner's and the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 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 Quarterly Report on Form 10-Q 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.



***	Data required by Financial Accounting Standards Board Auditing Standards Codification No. 260 is provided in Note 8 to the Consolidated Financial Statements included in this Report.

SIGNATURES

Pursuant to the requirements 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/ James B. Connor
		James B. Connor
		President, Chief Executive Officer and Director

		/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/ James B. Connor
		James B. Connor
		President, Chief Executive Officer and Director of the General Partner

		/s/ Mark A. Denien
		Mark A. Denien
		Executive Vice President and Chief Financial Officer of the General Partner


Date:	April 28, 2017

EXHIBIT 10.1

FORM OF

AWARD CERTIFICATE

Duke Realty Corporation 2010 Performance Share Plan

Participant Name: «Name_by_First»

Award Date: February 10, 2017

You have been awarded the following grant of Performance Shares under the Duke Realty Corporation 2010 Performance Share Plan. Capitalized terms not otherwise defined in this Award Certificate are as defined in the 2010 Performance Share Plan.



Performance Period
Target Value of Award on Award Date:
Fair Market Value of a Share on February 10, 2017:
Target Number of Performance Shares:

The number of Shares actually issued upon settlement of this award will equal the sum of (a) the target number of Performance Shares times the Combined Payout Percentage (“Earned Performance Shares”), plus (b) the number of additional Shares that would have been accumulated if the Earned Performance Shares had been issued by the Company on the first day of the Performance Period and all dividends paid by the Company with respect to such Shares had been reinvested in Company Shares at a price equal to the Fair Market Value of one Share on the ex-dividend date. In no event will dividend equivalent shares be issued with respect to Performance Shares that are not earned. The Combined Payout Percentage shall equal the simple average of the AFFO Payout Percentage and the Total Shareholder Return (“TSR”) Payout Percentage as determined under the following tables.



Performance Level	Average Annual Growth in AFFO per Share for the Performance Period	AFFO Payout Percentage
Superior
Target
Threshold



Performance Level	Annualized TSR Percentile Rank for the Performance Period	TSR Payout Percentage
Outperformance
Superior
Target
Threshold

The AFFO Payout Percentage shall be interpolated between the Threshold and Target performance levels and between the Target and Superior performance levels, with the maximum Payout Percentage equal to 200%. The TSR Payout Percentage shall be interpolated between the Threshold and Target performance levels and the Target and Superior performance levels. For example, if the Average Annual Growth in AFFO per Share for the Performance Period was 1.5% and the Annualized TSR for the Performance Period was in the 70 ^th Percentile, then the Combined Payout Percentage would equal 127.5%: the sum of [(a) 75% (AFFO Payout Percentage) and, (b) 180% (TSR Payout Percentage),] divided by 2. A payout percentage shall be zero percent if the threshold performance level is not attained.

Average Annual Growth in AFFO Per Share Computation

Except as provided below in the case of a Change in Control, Average Annual Growth in AFFO per Share shall mean the simple average of the Annual Growth in AFFO per Share for the three calendar years of the Performance Period. Annual Growth in AFFO per Share for a calendar year shall mean the percentage by which AFFO per Share for the applicable calendar year exceeds AFFO per Share for the prior calendar year. Growth in AFFO per Share may be a negative percentage. AFFO per Share shall be computed in a consistent manner from year to year and in accordance with disclosures made by the Company in its SEC filings or applicable supplemental data filed on the Company’s website. In general, AFFO means core Funds from Operations less recurring building improvements and total second generation capital expenditures (the leasing of vacant space that had previously been under lease by the company is referred to as second generation lease activity) related to leases commencing during the reporting period and adjusted for certain non-cash items including straight line rental income and expenses, non-cash components of interest expense and stock compensation expense, and after similar adjustments for unconsolidated partnerships and joint ventures.

Annualized TSR Computation

Except as provided below in the case of a Change in Control, Annualized TSR for the Performance Period shall mean the annualized return, assuming annual compounding, that would cause (a) the Fair Market Value of one share of Stock on the date immediately preceding the beginning of the Performance Period, to equal (b) the sum of (i) the Fair Market Value of one share of Stock at the end of the Performance Period and (ii) the cumulative value of the Company’s dividends paid over the Performance Period, assuming the reinvestment of such dividends into Stock on the ex-dividend date.

The Company’s Annualized TSR for the Performance Period shall be compared to the Annualized TSR for the Performance Period computed in a consistent manner for the following companies (“Peer Group”):

Peer #1

Peer #2

Peer #3

Peer #4

Peer #5

Peer #6

Peer #7

Peer #8

Peer #9

Peer #10

Percentile Rank shall mean the percentage that is (a) the number of Peer Group companies with an Annualized TSR that is less than the Company’s Annualized TSR, divided by (b) the total number of companies in the Peer Group. For example, if 4 of the Peer Group companies had an Annualized TSR over the Performance Period that was less than the Company’s Annualized TSR, the Annualized TSR for the Performance Period would be in the 40 ^th percentile [4/10].

insolvency or, at the discretion of the Committee, the acquisition of the company as the result of financial distress, the Annualized TSR performance of such company will be treated as underperforming the Company’s Annualized TSR.

With regard to the Outperformance payout level under the TSR metric, Absolute TSR shall mean the Company’s annualized TSR for the Performance Period, computed as described above.

Retirement Provisions

“Retirement” means Participant’s termination of employment with the Company or an Affiliate, other than a Termination for Cause, on or after Participant attains the age of 55 years provided that, as of the date of termination, the sum of the number of whole years of Participant’s employment with the Company or an Affiliate plus Participant’s age totals at least 65 years.

Compensation Recoupment Policy

This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to Participant and to Awards of this type.

Change in Control Provisions

For purposes of Section 5.8 of the Performance Share Plan:

•

If a Change in Control occurs prior to the second anniversary of the beginning of the Performance Period, the AFFO per Share performance level shall be deemed to be at target and, therefore, the AFFO Payout Percentage shall be 100%. If a Change in Control occurs on or after the second anniversary of the beginning of the Performance Period and prior to the end of the Performance Period, the Average Annual Growth in AFFO per Share shall equal the simple average of the Annual Growth in AFFO per Share for the first two calendar years of the Performance Period, and the AFFO Payout Percentage shall be determined accordingly.


•	If a Change in Control occurs prior to the second anniversary of the beginning of the Performance Period, the Annualized TSR and Absolute TSR performance levels shall be deemed to be at target and, therefore, the TSR Payout Percentage shall be 100%. If a Change in Control occurs on or after

the second anniversary of the beginning of the Performance Period and prior to the end of the Performance Period, the Annualized TSR shall be determined based on the number of full and partial years from the beginning of the Performance Period to the date of the Change in Control. The Absolute TSR, if applicable, shall be determined based on the number of full and partial years from the beginning of the Performance Period to the date of the Change in Control.

Additional Rights with Respect to Performance Shares

•

Without duplication with the provisions of Article 15 of the Equity Incentive Plan, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or capital stock of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, spin‑off, or other similar change in the capital structure of the Company, or any distribution to holders of Common Stock other than ordinary cash dividends, shall occur, or (iii) any other event shall occur which, in each case in the judgment of the Committee, necessitates action by way of adjusting the terms of this Award, then and in that event, the Committee shall take such action, if any, as it determines to be reasonably required to maintain the Participant’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement prior to such event, including, but not limited to, substitution of other awards or modification of performance targets and performance periods, under the Equity Incentive Plan.

_________________________________________________________________________

By your signature and the Company’s signature below, you and the Company agree that these grants are awarded under and governed by the terms and conditions of the Duke Realty Corporation 2010 Performance Share Plan and this Award Certificate.

PARTICIPANT

_______________________________________ __________________

Date

COMPANY

Duke Realty Corporation

/s/ Tracy D. Swearingen

_______________________ __________________

By: Tracy D. Swearingen Date

Senior Vice President, Taxation

EXHIBIT 10.2

FORM OF

DUKE REALTY CORPORATION
2010 PERFORMANCE SHARE PLAN

LTIP UNIT AWARD AGREEMENT

Name of the Participant:

Performance Period: January 1, 2017 to December 31, 2019

Target Value of Award on Grant Date: $XXX,XXX

Fair Market Value of a Share on Grant Date: $25.26

Target No. of LTIP Units Issued: XX,XXX

Grant Date: February 10, 2017

RECITALS

A. The Participant is an officer of Duke Realty Corporation, an Indiana corporation (the “Company”) and provides services to Duke Realty Limited Partnership, an Indiana limited partnership, through which the Company conducts substantially all of its operations (the “Partnership”).

B. Pursuant to the Company’s 2015 Long-Term Incentive Plan (as amended and supplemented from time to time, the “Plan”), the Company’s 2010 Performance Share Plan (the “Performance Plan”) and the Fifth Amended and Restated Agreement of Limited Partnership (as amended and supplemented from time to time, the “LP Agreement”) of the Partnership, the Company hereby grants the Participant an Other Stock-Based Award pursuant to the Plan (an “Award”) and hereby causes the Partnership to issue to the Participant, the number of LTIP Units (as defined in the LP Agreement) set forth above (the “Award LTIP Units”) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the LP Agreement. Unless otherwise indicated, capitalized terms used herein but not otherwise defined shall have the meanings given to those terms in the Plan.

C. The Compensation Committee (the “Committee”) of the Board of Directors of the Company has determined that the Participant is entitled to receive the Award LTIP Units. After the date hereof, the Committee may determine that the Participant is entitled to additional LTIP Units with respect to the Performance Period set forth above, in which case additional LTIP Units shall be issued pursuant to the terms of this Agreement and shall be subject to the terms of this Agreement. The exact number of LTIP Units earned shall be determined following the conclusion of the Performance Period based on the AFFO Payout Percentage and the Total Shareholder Return Payout Percentage as provided for herein. Any Award LTIP Units not earned upon the end of the Performance Period will be forfeited and any additional LTIP Units owed to the Participant shall be issued as soon as reasonably practical following the end of the Performance Period.

ACTIVE/80635793.5

NOW, THEREFORE, the Company, the Partnership and the Participant agree as follows:

1. Effectiveness of Award . The Participant shall be admitted as a partner of the Partnership with beneficial ownership of the Award LTIP Units as of the Grant Date by (i) signing and delivering to the Partnership a copy of this Agreement and (ii) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the LP Agreement (attached hereto as Exhibit A ). Upon execution of this Agreement by the Participant, the Partnership and the Company, the books and records of the Partnership maintained by the General Partner shall reflect the issuance to the Participant of the Award LTIP Units. Thereupon, the Participant shall have all the rights of a Limited Partner of the Partnership with respect to a number of LTIP Units equal to the Award LTIP Units, subject, however, to the restrictions and conditions specified in Section 2 below and elsewhere herein. The LTIP Units are uncertificated securities of the Partnership and upon the Participant’s request the General Partner shall confirm the number of LTIP Units issued to the Participant.

2. Vesting and Earning of Award LTIP Units .

(a) This Award is subject to performance vesting and a continuous service requirement during the Performance Period. The Award LTIP Units will be subject to forfeiture based on the Company’s performance to the extent provided in this Agreement.

(b) (i) The number of LTIP Units earned upon settlement of this Award will equal the sum of (A) the Award LTIP Units times the Combined Payout Percentage (“LTIP Unit Equivalent”), plus (B) the number of additional LTIP Units that would have been accumulated if the LTIP Units determined pursuant to clause (A) had been issued by the Company on the first day of the Performance Period and all dividends paid by the Company with respect to such LTIP Unit Equivalent (reduced by the distributions actually paid with respect to the Award LTIP Units) had been reinvested in Shares at a price equal to the Fair Market Value of one Share on the ex-dividend date (together, the “Earned LTIP Unit Equivalent”). The Combined Payout Percentage shall equal the simple average of the AFFO Payout Percentage and the Total Shareholder Return (“TSR”) Payout Percentage as determined under the following tables:



Performance Level	Average Annual Growth in AFFO per Share for the Performance Period	AFFO Payout Percentage
Superior
Target
Threshold

ACTIVE/80635793.5



Performance Level	Annualized TSR Percentile Rank for the Performance Period	TSR Payout Percentage
Outperformance
Superior
Target
Threshold

The AFFO Payout Percentage shall be interpolated between the Threshold and Target performance levels and the Target and Superior performance levels, with the maximum Payout Percentage equal to 200%. The TSR Payout Percentage shall be interpolated between the Threshold and Target performance levels and between the Target and Superior performance levels. For example, if the Average Annual Growth in AFFO per Share for the Performance Period was 1.5% and the Annualized TSR for the Performance Period was in the 70 ^th Percentile, then the Combined Payout Percentage would equal 127.5%: the sum of [(a) 75% (AFFO Payout Percentage) and (b)180% (TSR Payout Percentage)] divided by 2. A payout percentage for a particular performance metric shall be zero percent if the threshold performance level of that performance metric is not attained.

(i) Average Annual Growth in AFFO Per Share Computation . Except as provided below in the case of a Change in Control, Average Annual Growth in AFFO per Share shall mean the simple average of the Annual Growth in AFFO per Share for the three calendar years of the Performance Period. Annual Growth in AFFO per Share for a calendar year shall mean the percentage by which AFFO per Share for the applicable calendar year exceeds AFFO per Share for the prior calendar year. Growth in AFFO per Share may be a negative percentage. AFFO per Share shall be computed in a consistent manner from year to year and in accordance with disclosures made by the Company in its SEC filings or applicable supplemental data filed on the Company’s website. In general, AFFO means core Funds from Operations less recurring building improvements and total second generation capital expenditures ( the leasing of vacant space that had previously been under lease by the company is referred to as second generation lease activity) related to leases commencing during the reporting period, and adjusted for certain non-cash items including straight line rental income and expenses, non-cash components of interest expense and stock compensation expense, and after similar adjustments for unconsolidated partnerships and joint ventures.

(ii) Annualized TSR Computation . Except as provided below in the case of a Change in Control, Annualized TSR for the Performance Period shall mean the annualized return, assuming annual compounding, that would cause (A) the Fair Market Value of one share of Stock on the date immediately preceding the beginning of the Performance Period, to equal (B) the sum of (x) the Fair Market Value of one share of Stock at the end of the

ACTIVE/80635793.5

Performance Period and (y) the cumulative value of the Company’s dividends paid over the Performance Period, assuming the reinvestment of such dividends into Stock on the ex-dividend date.

Peer #1

Peer #2

Peer #3

Peer #4

Peer #5

Peer #6

Peer #7

Peer #8

Peer #9

Peer #10

Percentile Rank shall mean the percentage that is (a) the number of Peer Group companies with an Annualized TSR that is less than the Company’s Annualized TSR, divided by (b) the total number of companies in the Peer Group. For example, if four of the Peer Group companies had an Annualized TSR over the Performance Period that was less than the Company’s Annualized TSR, the Annualized TSR for the Performance Period would be in the 40th percentile [4/10].

In the event any of the companies in the Peer Group cease to be traded on a nationally recognized stock exchange during the Performance Period, such company shall be removed from the Peer Group and excluded from the percentile computations. However, if the reason for the cessation of trading was due to bankruptcy, insolvency or, at the discretion of the Committee, the acquisition of the company as the result of financial distress, the Annualized TSR performance of such company will be treated as underperforming the Company’s Annualized TSR.

(iii) With regard to the Outperformance payout level under the TSR metric, Absolute TSR shall mean the Company’s annualized TSR for the Performance Period,computed as described above.

(c) Earned LTIP Unit Equivalent Compared to Award LTIP Units . If the Earned LTIP Unit Equivalent is smaller than the aggregate number of Award LTIP Units previously issued to the Participant, then the Participant shall forfeit a number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership; thereafter the term Award LTIP Units will refer only to the Award LTIP Units that were not so forfeited and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives

ACTIVE/80635793.5

will thereafter have any further rights or interests in the LTIP Units that were so forfeited. If the Earned LTIP Unit Equivalent is greater than the aggregate number of Award LTIP Units previously issued to the Participant, then, upon the performance of the calculations set forth in Section 2(b) above: (i) the Company shall cause the Partnership to issue to the Participant a number of additional LTIP Units equal to the difference; (ii) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award (though, for the avoidance of doubt, will have a Grant Date as of the date actually issued and not as of the original Grant Date for purposes of Section 8(b) herein); (iii) the Company and the Partnership shall take such corporate and partnership action as is necessary to accomplish the grant of such additional LTIP Units; and (iv) thereafter the term Award LTIP Units will refer collectively to the Award LTIP Units, if any, issued prior to such additional grant plus such additional LTIP Units; provided that such issuance will be subject to the Participant confirming the truth and accuracy of the representations set forth in Section 13 hereof and executing and delivering such documents, comparable to the documents executed and delivered in connection with this Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the Earned LTIP Unit Equivalent is the same as the number of Award LTIP Units previously issued to the Participant, then there will be no change to the number of Award LTIP Units.

(d) Termination of Employment . The continuous service requirements of Section 2(a) of this Agreement shall be applied to this Award as follows:

(i) In the event of termination of the Participant’s employment (A) by the Participant upon Retirement or (B) by reason of the Participant’s death or Disability (each a “Qualified Termination”) after the Grant Date, but prior to the end of the Performance Period, then, subject to the provisions of Section 2(d)(ii) below, the Participant will retain the number of Award LTIP Units previously granted to him or her with respect to the Performance Period, but all calculations and payments, if any, with respect to this Award shall be made at the same time and on the same conditions set forth in this Section 2 for other Participants.

(ii) As consideration for the continued vesting of the Award LTIP Units as a result of the Participant’s Retirement, and provided that the Participant has not previously entered into a non-competition agreement with the Company, the Participant shall enter into a non-competition agreement with the Company at the time of the Participant’s Retirement if requested by the Committee or the Chief Executive Officer within 60 days following the date of Retirement, in such form as shall be reasonably determined by the Committee. In the event that the Participant refuses to enter into such non-competition agreement, then all of the Award LTIP Units that were not vested as of the date immediately preceding the date of the Participant’s Retirement shall expire on the earlier of (A) the time of such refusal, or (B) 5:00 p.m., Eastern time, on the 60 ^th day following the date of the Participant’s Retirement. In the event that the Participant enters into or has previously entered into a non-competition agreement and breaches such agreement, any outstanding Award LTIP Units and any outstanding Performance Shares granted under the Performance Share Plan that were not vested as of the date immediately preceding the date of Retirement shall expire immediately as of the time of such breach.

ACTIVE/80635793.5

(iii) In the event of a termination of the Participant’s employment for any reason other than a Qualified Termination prior to the end of the Performance Period, this Award shall, without payment of any consideration by the Company, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in this Award, and any related Award LTIP Units.

(e) Change in Control . The Change in Control provisions of Section 5.8 of the Performance Plan shall be applied to this Award as follows:

(i) If a Change in Control occurs prior to the second anniversary of the beginning of the Performance Period, the AFFO per Share performance level shall be deemed to be at target and, therefore, the AFFO Payout Percentage shall be 100 percent. If a Change in Control occurs on or after the second anniversary of the beginning of the Performance Period and prior to the end of the Performance Period, the Average Annual Growth in AFFO per Share shall equal the simple average of the Annual Growth in AFFO per Share for the first two calendar years of the Performance Period, and the AFFO Payout Percentage shall be determined accordingly.

(ii) If a Change in Control occurs prior to the second anniversary of the beginning of the Performance Period, the Annualized TSR and Absolute TSR performance levels shall be deemed to be at target and, therefore, the TSR Payout Percentage shall be 100 percent. If a Change in Control occurs on or after the second anniversary of the beginning of the Performance Period and prior to the end of the Performance Period, the Annualized TSR shall be determined based on the number of full and partial years from the beginning of the Performance Period to the date of the Change in Control. The Absolute TSR, if applicable, shall be determined based on the number of full and partial years from the beginning of the Performance Period to the date of the Change in Control.

(iii) Subject to the provisions of Section 2(e)(iv) below, after the determination of the Earned LTIP Unit Equivalent upon a Change in Control, if the Participant has incurred a Qualified Termination prior to the Change in Control, the Earned LTIP Unit Equivalent shall be determined as soon as reasonably practicable, and such Participant shall receive payment for his Award LTIP Units, including additional LTIP Units required to be issued under Section 2(c), in cash within 30 days of the consummation of the Change in Control. Otherwise, the dollar value of this Award shall be fixed at the dollar amount determined pursuant to Section 2(b) and (c) above based on the Fair Market Value of the Shares as of the date of the Change in Control and be payable in cash, but shall only be paid to the Participant upon the earlier of (A) between January 1 and March 15 of the year following the last day of the Performance Period if the Participant remains employed by the Company (or its successor) until the last day of the Performance Period, or (B) within 30 days of the termination of the Participant’s employment by the Company (or its successor) without Cause or by the Participant’s Resignation for Good Reason prior to the end of the Performance Period if such termination of employment occurs within 12 months following the Change in Control. Notwithstanding the foregoing, if the Company’s successor does not irrevocably and

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unconditionally agree to assume this Award in connection with the Change in Control, the dollar value of this Award shall be fully paid out to the Participant in cash within 30 days of the consummation of the Change in Control.

(iv) If in connection with the Change in Control, holders of Common Units have the opportunity to receive substitute securities upon consummation of the Change in Control, the Partnership shall use commercially reasonable efforts to afford the Participant the right to participate in an exchange of partnership interests with respect to the Earned LTIP Unit Equivalent on terms as comparable as reasonably possible to those for a holder of an equal number of Common Units in connection with such Change in Control, subject to the continuing application of any restrictions then applicable to the LTIP Units included in the Earned LTIP Unit Equivalent under the Partnership Agreement, this Award, the Performance Plan or the Plan. In the absence of such an alternative (including by reason of the Participant’s failure to execute the required documentation, meet eligibility requirements or take required steps to participate in the exchange), the provisions of Section 2(e)(iii) above shall apply automatically without any action being required or permitted by the Participant. For the avoidance of doubt, the foregoing provisions of this Section 2(e)(iv) shall not be deemed to create any duty or obligation for the Partnership or the General Partner to make available to the Participant a structure that preserves for the Participant following the consummation of the Change in Control the amount, type or timing of income, gain or loss expected to be recognized by the Participant for U.S. federal income tax purposes if his or her LTIP Units had been converted into Common Units, or to make available the opportunity to exchange the Earned LTIP Unit Equivalent for substitute securities with terms materially the same, with respect to rights to allocations, distributions, redemption, conversion and voting, as the LTIP Units before such Change in Control.

3. Distributions . The Participant shall be entitled to receive distributions with respect to the Award LTIP Units to the extent provided for in the Partnership Agreement as follows:

(a) The Award LTIP Units are hereby designated as “Special LTIP Units.”

(b) The LTIP Unit Distribution Participation Date with respect to the Award LTIP Units is the Grant Date set forth in this Agreement.

(c) The Special LTIP Unit Full Participation Date with respect to the Award LTIP Units is the date on which the Earned LTIP Unit Equivalent is determined pursuant to the applicable clause of Section 2 hereof.

(d) The Special LTIP Unit Sharing Percentage with respect to the Award LTIP Units is 10 percent.

(e) All distributions paid with respect to the Award LTIP Units shall be fully vested and non-forfeitable when paid, whether or not the Award LTIP Units have been earned based on performance or have become vested based on continued employment as provided in Section 2 hereof.

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4. Rights with Respect to Award LTIP Units . Without duplication with the provisions of Article 15 of the Plan or the Partnership Agreement, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or capital stock of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, spin‑off, or other similar change in the capital structure of the Company, or any distribution to holders of Common Stock other than ordinary cash dividends, shall occur, or (iii) any other event shall occur which, in each case in the judgment of the Committee, necessitates action by way of adjusting the terms of this Award, then and in that event, the Committee shall take such action, if any, as it determines to be reasonably required to maintain the Participant’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement prior to such event, including, but not limited to, substitution of other awards or modification of performance targets and performance periods, under the Plan.

5. Compensation Recoupment Policy . This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to the Participant and to Awards of this type.

6. Incorporation of Performance Plan and the Plan; Interpretation by Committee . This Agreement is subject in all respects to the terms, conditions, limitations and definitions contained in the Performance Plan and the Plan. In the event of any discrepancy or inconsistency between this Agreement, the Performance Plan and the Plan, the terms and conditions of the Performance Plan shall control except that in the case of a Change in Control, the provisions of this Agreement shall control. The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Committee may interpret the Performance Plan, the Plan and this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law. In the event of any dispute or disagreement as to interpretation of the Performance Plan, the Plan or this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Performance Plan, the Plan or this Agreement, the decision of the Committee shall be final and binding upon all persons.

7. Defined Terms . For purposes of this Agreement, the following defined terms shall have the meanings specified herein:

(a) “Employer” means either the Company or any Affiliate that employs the Participant.

(b) “Redemption Right” is defined in Section 7.07(a) of the LP Agreement.

(c) “Resignation for Good Reason” after a Change in Control means, without the Participant’s prior written consent: (i) a forced move to a location more than 60 miles from the Participant’s place of business immediately prior to the Change in Control; or (ii) a material reduction in the Participant’s base salary and/or annual incentive bonus target as compared to

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that in effect immediately prior to the Change in Control. The Participant may not resign for Good Reason without providing the Employer written notice of the grounds that the Participant believes constitute Good Reason and giving the Employer at least 30 days after such notice to cure and remedy the claimed event of Good Reason.

(d) “Retirement” means the Participant’s termination of employment with the Employer, other than a Termination for Cause, on or after the date the Participant attains the age of 55 years provided that, as of the date of termination, the sum of the number of whole years of the Participant’s employment with the Company or an Affiliate plus the Participant’s age totals at least 65 years.

8. Restrictions on Transfer . None of the Award LTIP Units granted hereunder nor any of the common units of the Partnership into which such Award LTIP Units may be converted (the “Award Common Units”) shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, or encumbered, whether voluntarily or by operation of law or by conversion into Common Units (each such action a “Transfer”) until the later of the date that (a) the Award LTIP Units vest and (b) is two (2) years after the applicable Grant Date. From and after such date, any Transfer of Award LTIP Units or Award Common Units shall be in accordance with the provisions of Section 7.02 of the LP Agreement; provided, however, that the minimum unit transfer requirement in Section 7.02(iii) of the LP Agreement shall not apply. Additionally, all Transfers of Award LTIP Units or Award Common Units must be in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended, the “Securities Act”). In connection with any Transfer of Award LTIP Units or Award Common Units, the Partnership may require the Participant to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Any attempted Transfer of Award LTIP Units or Award Common Units not in accordance with the terms and conditions of this Section 7 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units or Award Common Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units or Award Common Units. Except as otherwise provided herein, this Agreement is personal to the Participant, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

9. Legend . The records of the Partnership and any other documentation evidencing the Award LTIP Units shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein, in the Plan and in the LP Agreement.

10. Tax Matters; Section 83(b) Election . The Participant may make an election to include in gross income in the year of transfer the fair market value of the Award LTIP Units hereunder pursuant to Section 83(b) of the Code.

11. Withholding and Taxes . No later than the date as of which an amount first becomes includible in the gross income of the Participant for income tax purposes or subject to

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the Federal Insurance Contributions Act withholding with respect to the Award LTIP Units granted hereunder, the Participant will pay to the Company or, if appropriate, any of its Subsidiaries, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The Company may cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Participant in respect of the Participant’s exercise of the Redemption Right a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due, or (ii) withholding from Award LTIP Units granted to the Participant with an aggregate value that would satisfy the withholding amount due. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant.

12. Amendment; Modification . This Agreement may only be modified or amended in a writing signed by the parties hereto, provided that the Participant acknowledges that the Plan may be amended or modified in accordance with Section 16.1 thereof and that this Agreement may be amended or canceled by the Committee, on behalf of the Company and the Partnership, in each case for the purpose of satisfying changes in law or for any other lawful purpose, so long as no such action shall adversely affect the Participant’s rights under this Agreement without the Participant’s written consent. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by the parties which are not set forth expressly in this Agreement. The failure of the Participant or the Company or the Partnership to insist upon strict compliance with any provision of this Agreement, or to assert any right the Participant or the Company or the Partnership, respectively, may have under this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

13. Complete Agreement . Other than as specifically stated herein or as otherwise set forth in any employment, change in control or other agreement or arrangement to which the Participant is a party which specifically refers to the Award LTIP Units or to the treatment of compensatory equity held by the Participant generally, this Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

14. Investment Representation; Registration . The Participant hereby makes the covenants, representations and warranties set forth on Exhibit B attached hereto as of the Grant Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Participant. The Participant shall promptly notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit B was false when made or have, as a result of changes in circumstances, become false. The

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Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership.

15. No Obligation to Continue Employment . Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Participant in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Participant at any time.

16. No Limit on Other Compensation Arrangements . Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

17. Status of Award LTIP Units under the Plan . The Award LTIP Units are both issued as equity securities of the Partnership and granted as “Other Stock-Based Awards” under the Plan. The Company will have the right at its option, as set forth in the LP Agreement, to issue Shares in exchange for partnership units into which Award LTIP Units may have been converted pursuant to the LP Agreement, subject to certain limitations set forth in the LP Agreement, and such Shares, if issued, will be issued under the Plan. The Participant acknowledges that the Participant will have no right to approve or disapprove such election by the Company.

18. Severability . If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of Award LTIP Units hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

19. Law Governing . This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to any principles of conflicts of law which could cause the application of the laws of any jurisdiction other than the State of Indiana.

20. Headings . Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

21. Notices . Notices hereunder shall be mailed or delivered to the Company addressed to Duke Realty Corporation, 600 East 96 ^th Street, Suite 100, Indianapolis, IN 46240, Attention: General Counsel, and shall be mailed or delivered to the Participant at the address on

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file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

22. Counterparts . This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

23. Successors and Assigns . The rights and obligations created hereunder shall be binding on the Participant and his or her heirs and legal representatives and on the successors and assigns of the Partnership.

24. Data Privacy Consent . In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company and its agents may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Participant (i) authorizes the Company to collect, process, register and transfer to its agents all Relevant Information; and (ii) authorizes the Company and its agents to store and transmit such information in electronic form. The Participant shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law and to the extent necessary to administer the Plan and this Agreement, and the Company and its agents will keep the Relevant Information confidential except as specifically authorized under this paragraph.

25. Electronic Delivery of Documents . By accepting this Agreement, the Participant (i) consents to the electronic delivery of this Agreement, all information with respect to the Plan and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing; (iii) further acknowledges that he or she may revoke his or her consent to electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledges that he or she is not required to consent to electronic delivery of documents.

26. Section 409A .

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Participant’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Participant becomes entitled to under this Agreement on account of the Participant’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Participant’s separation from service, or (B) the Participant’s death.

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(b) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Participant’s termination of employment, then such payments or benefits shall be payable only upon the Participant’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A‑1(h).

DUKE REALTY CORPORATION

By:

Name:
Title:

DUKE REALTY LIMITED PARTNERSHIP


By:	DUKE REALTY CORPORATION, its General Partner

By:

Name:
Title:

PARTICIPANT

Name:

Address:

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EXHIBIT A

FORM OF LIMITED PARTNER SIGNATURE PAGE

The Grantee, desiring to become one of the within named Limited Partners of Duke Realty Limited Partnership, hereby becomes a party to the Fifth Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership, as amended through the date hereof (the “Partnership Agreement”).

The Grantee constitutes and appoints the General Partner and its authorized officers and attorneys-in-fact, and each of those acting singly, in each case with full power of substitution, as the Grantee’s true and lawful agent and attorney-in-fact, with full power and authority in the Grantee’s name, place and stead to carry out all acts described in Section 9.19(a) and (b) of the Partnership Agreement, such power of attorney to be irrevocable and a power coupled with an interest pursuant to Section 9.19 of the Partnership Agreement.

The Grantee agrees that this signature page may be attached to any counterpart of the Partnership Agreement.

Signature Line for Limited Partner:

By:

Name:

Date:

Address of Limited Partner:

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EXHIBIT B

PARTICIPANT’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Participant hereby represents, warrants and covenants as follows:

(a) The Participant has received and had an opportunity to review the following documents (the “Background Documents”):

(i) The latest Annual Report to Stockholders that has been provided to stockholders;

(ii) The Company’s Proxy Statement for its most recent Annual Meeting of Stockholders;

(iii) The Company’s Report on Form 10-K for the fiscal year most recently ended;

(iv) The Company’s Form 10-Q for the most recently ended quarter if one has been filed by the Company with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (iv) above;

(v) Each of the Company’s Current Report(s) on Form 8-K, if any, filed since the later of the end of the fiscal year most recently ended for which a Form 10-K has been filed by the Company;

(vi) The Fifth Amended and Restated Agreement of Limited Partnership of Duke Realty Limited Partnership;

(vii) The Company’s 2015 Long-Term Incentive Plan; and

(viii) The Company’s Articles of Incorporation.

The Participant also acknowledges that any delivery of the Background Documents and other information relating to the Company and the Partnership prior to the determination by the Partnership of the suitability of the Participant as a holder of Award LTIP Units shall not constitute an offer of Award LTIP Units until such determination of suitability shall be made.

(b) The Participant hereby represents and warrants that

(i) The Participant either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act, or (B) by reason of the business and financial experience of the Participant, together with the business and financial experience of those persons, if any, retained by the Participant to represent or advise him or her with respect

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to the grant to him or her of LTIP Units, the potential conversion of LTIP Units into common units of the Partnership (“Common Units”) and the potential redemption of such Common Units for shares of Stock (“Shares”), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Participant (I) is capable of evaluating the merits and risks of an investment in the Partnership and potential investment in the Company and of making an informed investment decision, (II) is capable of protecting his or her own interest or has engaged representatives or advisors to assist him or her in protecting his or her its interests, and (III) is capable of bearing the economic risk of such investment.

(ii) The Participant understands that (A) the Participant is responsible for consulting his or her own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Participant is or by reason of the award of LTIP Units may become subject, to his or her particular situation; (B) the Participant has not received or relied upon business or tax advice from the Company, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Participant provides or will provide services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Participant believes to be necessary and appropriate to make an informed decision to accept this Award of LTIP Units; and (D) an investment in the Partnership and/or the Company involves substantial risks. The Participant has been given the opportunity to make a thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership and the Company and their respective activities (including, but not limited to, the Background Documents). The Participant has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Participant to verify the accuracy of information conveyed to the Participant. The Participant confirms that all documents, records, and books pertaining to his or her receipt of LTIP Units which were requested by the Participant have been made available or delivered to the Participant. The Participant has had an opportunity to ask questions of and receive answers from the Partnership and the Company, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Participant has relied upon, and is making his or her decision solely upon, the Background Documents and other written information provided to the Participant by the Partnership or the Company. The Participant did not receive any tax, legal or financial advice from the Partnership or the Company and, to the extent it deemed necessary, has consulted with his or her own advisors in connection with his or her evaluation of the Background Documents and this Agreement and the Participant’s receipt of LTIP Units.

(iii) The LTIP Units to be issued, the Common Units issuable upon conversion of the LTIP Units and any Shares issued in connection with the redemption of any such Common Units will be acquired for the account of the Participant for investment only and not with a current view to, or with any intention of, a distribution or

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resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Participant’s right (subject to the terms of the LTIP Units, the Plan and this Agreement) at all times to sell or otherwise dispose of all or any part of his or her or her LTIP Units, Common Units or Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his or her assets being at all times within his or her control.

(iv) The Participant acknowledges that (A) neither the LTIP Units to be issued, nor the Common Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and the Company on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Participant contained herein, (C) such LTIP Units, or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and Common Units and (E) neither the Partnership nor the Company has any obligation or intention to register such LTIP Units or the Common Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for Shares, the Company currently intends to issue such Shares under the Plan and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Participant is eligible to receive such Shares under the Plan at the time of such issuance and (II) the Company has filed an effective Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such Shares. The Participant hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units which are set forth in the Partnership Agreement and this Agreement, the Participant may have to bear the economic risk of his or her ownership of the LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units for an indefinite period of time.

(v) The Participant has determined that the LTIP Units are a suitable investment for the Participant.

(vi) No representations or warranties have been made to the Participant by the Partnership or the Company, or any officer, director, shareholder, agent, or affiliate of any of them, and the Participant has received no information relating to an investment in the Partnership or the LTIP Units except the information specified in this Paragraph (b).

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(c) So long as the Participant holds any LTIP Units, the Participant shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Code, applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.

(d) The address set forth on the signature page of this Agreement is the address of the Participant’s principal residence, and the Participant has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such residence is sited.

(e) The representations of the Participant as set forth above are true and complete to the information and belief of the Participant, and the Partnership shall be notified promptly of any changes in the foregoing representations.

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EXHIBIT 12.1

DUKE REALTY CORPORATION

CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO

COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS

(in thousands, except ratios)



	Three Months Ended March 31, 2017		Year Ended December 31, 2016		Year Ended December 31, 2015		Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012
Net income (loss) from continuing operations, less preferred dividends	$	70,781	$	313,271	$	189,205	$	190,647	$	27,886	$	(126,873	)
Preferred dividends	—		—		—		24,943		31,616		46,438
Interest expense	30,505		141,576		173,574		196,186		202,174		202,109
Earnings before fixed charges	$	101,286	$	454,847	$	362,779	$	411,776	$	261,676	$	121,674
Interest expense	$	30,505	$	141,576	$	173,574	$	196,186	$	202,174	$	202,109
Interest costs capitalized	4,177		16,099		16,764		17,620		16,756		9,357
Total fixed charges	34,682		157,675		190,338		213,806		218,930		211,466
Preferred dividends	—		—		—		24,943		31,616		46,438
Total fixed charges and preferred dividends	$	34,682	$	157,675	$	190,338	$	238,749	$	250,546	$	257,904
Ratio of earnings to fixed charges	2.92		2.88		1.91		1.93		1.20		N/A			(1)
Ratio of earnings to fixed charges and preferred dividends	2.92		2.88		1.91		1.72		1.04		N/A			(2)


(1)	N/A - The ratio is less than 1.0; deficit of $89.8 million exists for the year ended December 31, 2012. The calculation of earnings includes $305.6 million of non-cash depreciation and amortization expense.


(2)	N/A - The ratio is less than 1.0; deficit of $136.2 million exists for the year ended December 31, 2012. The calculation of earnings includes $305.6 million of non-cash depreciation and amortization expense.

EXHIBIT 12.2

DUKE REALTY LIMITED PARTNERSHIP

CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO

COMBINED FIXED CHARGES AND PREFERRED DISTRIBUTIONS

(in thousands, except ratios)



	Three Months Ended March 31, 2017		Year Ended December 31, 2016		Year Ended December 31, 2015		Year Ended December 31, 2014		Year Ended December 31, 2013		Year Ended December 31, 2012
Net income (loss) from continuing operations, less preferred distributions	$	70,781	$	313,271	$	189,205	$	190,647	$	27,886	$	(126,873	)
Preferred distributions	—		—		—		24,943		31,616		46,438
Interest expense	30,505		141,576		173,574		196,186		202,174		202,109
Earnings before fixed charges	$	101,286	$	454,847	$	362,779	$	411,776	$	261,676	$	121,674
Interest expense	$	30,505	$	141,576	$	173,574	$	196,186	$	202,174	$	202,109
Interest costs capitalized	4,177		16,099		16,764		17,620		16,756		9,357
Total fixed charges	34,682		157,675		190,338		213,806		218,930		211,466
Preferred distributions	—		—		—		24,943		31,616		46,438
Total fixed charges and preferred distributions	$	34,682	$	157,675	$	190,338	$	238,749	$	250,546	$	257,904
Ratio of earnings to fixed charges	2.92		2.88		1.91		1.93		1.20		N/A			(1)
Ratio of earnings to fixed charges and preferred distributions	2.92		2.88		1.91		1.72		1.04		N/A			(2)


(1)	N/A - The ratio is less than 1.0; deficit of $89.8 million exists for the year ended December 31, 2012. The calculation of earnings includes $305.6 million of non-cash depreciation and amortization expense.


(2)	N/A - The ratio is less than 1.0; deficit of $136.2 million exists for the year ended December 31, 2012. The calculation of earnings includes $305.6 million of non-cash depreciation and amortization expense.

EXHIBIT 31.1

DUKE REALTY CORPORATION

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, James B. Connor, certify that:


1	I have reviewed this Quarterly Report on Form 10-Q of Duke Realty Corporation;


2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2017

/s/ James B. Connor

James B. Connor

President and Chief Executive Officer

EXHIBIT 31.2

DUKE REALTY CORPORATION

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Mark A. Denien, certify that:


1	I have reviewed this Quarterly Report on Form 10-Q of Duke Realty Corporation;


2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2017

/s/ Mark A. Denien

Mark A. Denien

Executive Vice President and Chief Financial Officer

EXHIBIT 31.3

DUKE REALTY LIMITED PARTNERSHIP

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, James B. Connor, certify that:


1	I have reviewed this Quarterly Report on Form 10-Q of Duke Realty Limited Partnership;


2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2017

/s/ James B. Connor

James B. Connor

President and Chief Executive Officer of the General Partner

EXHIBIT 31.4

DUKE REALTY LIMITED PARTNERSHIP

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, Mark A. Denien, certify that:


1	I have reviewed this Quarterly Report on Form 10-Q of Duke Realty Limited Partnership;


2	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2017

/s/ Mark A. Denien

Mark A. Denien

Executive Vice President and Chief Financial Officer of the General Partner

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Realty Corporation (the “General Partner”) on Form 10-Q for the quarter ending March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James B. Connor, Chief Executive Officer of the General Partner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the General Partner.



/s/ James B. Connor
James B. Connor
President and Chief Executive Officer
Date:	April 28, 2017

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Duke Realty Corporation, and will be retained by Duke Realty Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Realty Corporation (the “General Partner”) on Form 10-Q for the quarter ending March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Denien, Executive Vice President and Chief Financial Officer of the General Partner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the General Partner.



/s/ Mark A. Denien
Mark A. Denien
Executive Vice President and Chief Financial Officer
Date:	April 28, 2017

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Realty Limited Partnership (the “Partnership”) on Form 10-Q for the quarter ending March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James B. Connor, Chief Executive Officer of Duke Realty Corporation, the general partner of the Partnership (the “General Partner”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.



/s/ James B. Connor
James B. Connor
President and Chief Executive Officer of the General Partner
Date:	April 28, 2017

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Duke Realty Limited Partnership, and will be retained by Duke Realty Limited Partnership and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.4

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Duke Realty Limited Partnership (the “Partnership”) on Form 10-Q for the quarter ending March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Denien, Executive Vice President and Chief Financial Officer of Duke Realty Corporation, the general partner of the Partnership (the “General Partner”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.



/s/ Mark A. Denien
Mark A. Denien
Executive Vice President and Chief Financial Officer of the General Partner
Date:	April 28, 2017

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Duke Realty Limited Partnership, and will be retained by Duke Realty Limited Partnership and furnished to the Securities and Exchange Commission or its staff upon request.