DUKE REALTY CORP (Form: 10-Q, Received: 05/01/2020 10:34:58)

Title of Class

Trading Symbols

Name of Exchange on Which Registered

Duke Realty Corporation

Common Stock, $0.01 par value

New York Stock Exchange

falsefalse--12-31--12-31Q1Q1202020202020-03-3110-Q00007832800001003410YesfalsefalseLarge Accelerated FilerNon-accelerated Filerfalsefalse2038570002038570002095950002095950000.2150.2350.010.01600000000600000000367950000368380000367950000368380000164000192580001640001925800037800029700000378000297000000.2150.2353679500003683800003679500003683800003029000333300030290003333000 0000783280 2020-01-01 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember 2020-01-01 2020-03-31 0000783280 2020-04-29 0000783280 2020-03-31 0000783280 2019-12-31 0000783280 us-gaap:SecuredDebtMember 2020-03-31 0000783280 us-gaap:SecuredDebtMember 2019-12-31 0000783280 us-gaap:UnsecuredDebtMember 2019-12-31 0000783280 us-gaap:UnsecuredDebtMember 2020-03-31 0000783280 2019-01-01 2019-03-31 0000783280 2019-03-31 0000783280 2018-12-31 0000783280 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000783280 us-gaap:CommonStockMember 2019-01-01 2019-03-31 0000783280 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2019-01-01 2019-03-31 0000783280 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2018-12-31 0000783280 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-03-31 0000783280 us-gaap:NoncontrollingInterestMember 2018-12-31 0000783280 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0000783280 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0000783280 us-gaap:NoncontrollingInterestMember 2019-01-01 2019-03-31 0000783280 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0000783280 us-gaap:CommonStockMember 2018-12-31 0000783280 us-gaap:CommonStockMember 2019-03-31 0000783280 us-gaap:NoncontrollingInterestMember 2019-03-31 0000783280 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2019-03-31 0000783280 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-03-31 0000783280 us-gaap:NoncontrollingInterestMember 2020-01-01 2020-03-31 0000783280 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2019-12-31 0000783280 us-gaap:CommonStockMember 2020-01-01 2020-03-31 0000783280 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2020-03-31 0000783280 us-gaap:CommonStockMember 2020-03-31 0000783280 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-03-31 0000783280 us-gaap:NoncontrollingInterestMember 2019-12-31 0000783280 us-gaap:AccumulatedDistributionsInExcessOfNetIncomeMember 2020-01-01 2020-03-31 0000783280 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000783280 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0000783280 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-03-31 0000783280 us-gaap:CommonStockMember 2019-12-31 0000783280 us-gaap:AdditionalPaidInCapitalMember 2020-03-31 0000783280 us-gaap:NoncontrollingInterestMember 2020-03-31 0000783280 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember 2019-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:UnsecuredDebtMember 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:SecuredDebtMember 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:SecuredDebtMember 2019-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:UnsecuredDebtMember 2019-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember 2019-01-01 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember 2018-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:NoncontrollingInterestMember 2019-01-01 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:CommonStockMember 2019-01-01 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:PartnersEquityTotalMember 2019-01-01 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:CommonStockMember 2018-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:LimitedPartnersCommonEquityMember 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:NoncontrollingInterestMember 2018-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:CommonStockMember 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:NoncontrollingInterestMember 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:LimitedPartnersCommonEquityMember 2019-01-01 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:LimitedPartnersCommonEquityMember 2018-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:PartnersEquityTotalMember 2019-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:PartnersEquityTotalMember 2018-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:CommonStockMember 2020-01-01 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:LimitedPartnersCommonEquityMember 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:NoncontrollingInterestMember 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:NoncontrollingInterestMember 2020-01-01 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:PartnersEquityTotalMember 2020-01-01 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:LimitedPartnersCommonEquityMember 2019-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:NoncontrollingInterestMember 2019-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:LimitedPartnersCommonEquityMember 2020-01-01 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:CommonStockMember 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:PartnersEquityTotalMember 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:CommonStockMember 2019-12-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0000783280 dre:DukeRealtyLimitedPartnershipMember dre:PartnersEquityTotalMember 2019-12-31 0000783280 dre:DukeRealtyCorporationMember 2020-01-01 2020-03-31 0000783280 dre:NonDukeUnitholdersMember 2020-01-01 2020-03-31 0000783280 dre:UnsecuredLineOfCreditDrlpMember 2020-01-01 2020-03-31 0000783280 dre:UnsecuredLineOfCreditDrlpMember 2020-03-31 0000783280 us-gaap:UnsecuredDebtMember 2020-01-01 2020-03-31 0000783280 2020-02-28 0000783280 us-gaap:UnsecuredDebtMember 2020-02-01 2020-02-29 0000783280 us-gaap:UnsecuredDebtMember 2020-02-28 0000783280 us-gaap:SecuredDebtMember 2020-02-28 0000783280 dre:UnsecuredLineOfCreditDrlpMember us-gaap:LondonInterbankOfferedRateLIBORMember 2020-01-01 2020-03-31 0000783280 srt:MinimumMember dre:FixedRateSecuredDebtMember 2020-03-31 0000783280 us-gaap:LondonInterbankOfferedRateLIBORMember 2020-01-01 2020-03-31 0000783280 dre:UnsecuredLineOfCreditDrlpMember us-gaap:LondonInterbankOfferedRateLIBORMember 2020-03-31 0000783280 srt:MaximumMember dre:FixedRateSecuredDebtMember 2020-03-31 0000783280 us-gaap:UnsecuredDebtMember 2020-01-01 2020-03-31 0000783280 dre:FixedRateSecuredDebtMember 2020-03-31 0000783280 us-gaap:UnsecuredDebtMember 2019-12-31 0000783280 dre:FixedRateSecuredDebtMember 2019-12-31 0000783280 dre:VariableRateSecuredDebtMember 2020-03-31 0000783280 dre:UnsecuredLineOfCreditDrlpMember 2019-12-31 0000783280 dre:FixedRateSecuredDebtMember 2020-01-01 2020-03-31 0000783280 dre:VariableRateSecuredDebtMember 2020-01-01 2020-03-31 0000783280 dre:UnsecuredLineOfCreditDrlpMember 2020-01-01 2020-03-31 0000783280 us-gaap:UnsecuredDebtMember 2020-03-31 0000783280 dre:VariableRateSecuredDebtMember 2019-12-31 0000783280 dre:UnsecuredLineOfCreditDrlpMember 2020-03-31 0000783280 dre:LeasingFeesMember 2020-01-01 2020-03-31 0000783280 dre:ManagementFeesMember 2020-01-01 2020-03-31 0000783280 dre:ConstructionAndDevelopmentFeesMember 2020-01-01 2020-03-31 0000783280 dre:ConstructionAndDevelopmentFeesMember 2019-01-01 2019-03-31 0000783280 dre:LeasingFeesMember 2019-01-01 2019-03-31 0000783280 dre:ManagementFeesMember 2019-01-01 2019-03-31 0000783280 us-gaap:StockOptionMember 2020-01-01 2020-03-31 0000783280 dre:ParticipatingSecuritiesMember 2020-01-01 2020-03-31 0000783280 us-gaap:StockOptionMember 2019-01-01 2019-03-31 0000783280 dre:ParticipatingSecuritiesMember 2019-01-01 2019-03-31 0000783280 us-gaap:OperatingSegmentsMember srt:WarehouseMember 2020-01-01 2020-03-31 0000783280 us-gaap:OperatingSegmentsMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-03-31 0000783280 us-gaap:CorporateNonSegmentMember 2019-01-01 2019-03-31 0000783280 us-gaap:OperatingSegmentsMember srt:WarehouseMember 2019-01-01 2019-03-31 0000783280 us-gaap:OperatingSegmentsMember 2020-01-01 2020-03-31 0000783280 us-gaap:OperatingSegmentsMember 2019-01-01 2019-03-31 0000783280 us-gaap:OperatingSegmentsMember dre:ServiceOperationsMember 2020-01-01 2020-03-31 0000783280 us-gaap:CorporateNonSegmentMember 2020-01-01 2020-03-31 0000783280 us-gaap:OperatingSegmentsMember us-gaap:AllOtherSegmentsMember 2020-01-01 2020-03-31 0000783280 us-gaap:OperatingSegmentsMember dre:ServiceOperationsMember 2019-01-01 2019-03-31 0000783280 us-gaap:MaterialReconcilingItemsMember 2019-01-01 2019-03-31 0000783280 us-gaap:MaterialReconcilingItemsMember 2020-01-01 2020-03-31 0000783280 us-gaap:SegmentContinuingOperationsMember 2020-03-31 0000783280 us-gaap:SegmentContinuingOperationsMember 2019-12-31 0000783280 us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2020-04-01 2020-06-30 0000783280 us-gaap:SubsequentEventMember 2020-04-30 iso4217:USD xbrli:pure xbrli:shares iso4217:USD xbrli:shares dre:buildings

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended March 31, 2020



☐	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)
8711 River Crossing Boulevard
Indianapolis,		Indiana	46240
(Address of Principal Executive Offices)			(Zip Code)

Registrant's Telephone Number, Including Area Code:



(317)	808-6000

Securities registered pursuant to Section 12(b) of the Act:

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	☒	No ☐	Duke Realty Limited Partnership	Yes ☒	No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).



Duke Realty Corporation	Yes	☒	No ☐	Duke Realty Limited Partnership	Yes ☒	No ☐

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	☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐

Duke Realty Limited Partnership:



Large accelerated filer	☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☐	Emerging growth company ☐

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. ☐

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	☐	No ☒	Duke Realty Limited Partnership	Yes ☐	No ☒

The number of shares of Duke Realty Corporation's common stock outstanding at April 29, 2020 was 368,382,161.

EXPLANATORY NOTE

This report (the "Report") combines the quarterly reports on Form 10-Q for the period ended March 31, 2020 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 approximately 99.1% of the common partnership interests of the Partnership ("General Partner Units") as of March 31, 2020. 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, 2020 (Unaudited) and December 31, 2019	3
		Consolidated Statements of Operations and Comprehensive Income (Unaudited) - Three Months Ended March 31, 2020 and 2019	4
		Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2020 and 2019	5
		Consolidated Statements of Changes in Equity (Unaudited) - Three Months Ended March 31, 2020 and 2019	6


	Duke Realty Limited Partnership:
		Consolidated Balance Sheets - March 31, 2020 (Unaudited) and December 31, 2019	7
		Consolidated Statements of Operations and Comprehensive Income (Unaudited) - Three Months Ended March 31, 2020 and 2019	8
		Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2020 and 2019	9
		Consolidated Statements of Changes in Equity (Unaudited) - Three Months Ended March 31, 2020 and 2019	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	22
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.		Controls and Procedures	42

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	44
Item 3.		Defaults Upon Senior Securities	44
Item 4.		Mine Safety Disclosures	44
Item 5.		Other Information	45
Item 6.		Exhibits	45

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share amounts)



	March 31, 2020			December 31, 2019
	(Unaudited)
ASSETS
Real estate investments:
Real estate assets	$	8,100,945		$	7,993,377
Construction in progress	655,856			550,926
Investments in and advances to unconsolidated joint ventures	132,567			133,074
Undeveloped land	311,294			254,537
	9,200,662			8,931,914
Accumulated depreciation	(1,538,679		)	(1,480,461		)
Net real estate investments	7,661,983			7,451,453

Real estate investments and other assets held-for-sale	—			18,463

Cash and cash equivalents	187,563			110,891
Accounts receivable	18,058			20,349
Straight-line rent receivable	131,276			129,344
Receivables on construction contracts, including retentions	30,626			25,607
Deferred leasing and other costs, net of accumulated amortization of $209,595 and $203,857	315,871			320,444
Restricted cash held in escrow for like-kind exchange	—			1,673
Notes receivable from property sales	—			110,000
Other escrow deposits and other assets	228,907			232,338
	$	8,574,284		$	8,420,562
LIABILITIES AND EQUITY
Indebtedness:
Secured debt, net of deferred financing costs of $378 and $164	$	51,311		$	34,023
Unsecured debt, net of deferred financing costs of $29,700 and $19,258	2,895,300			2,880,742
Unsecured line of credit	200,000			—
	3,146,611			2,914,765

Liabilities related to real estate investments held-for-sale	—			887

Construction payables and amounts due subcontractors, including retentions	89,635			68,840
Accrued real estate taxes	67,421			69,042
Accrued interest	29,123			14,181
Other liabilities	171,358			223,680
Tenant security deposits and prepaid rents	43,074			48,907
Total liabilities	3,547,222			3,340,302
Shareholders' equity:
Common shares ($0.01 par value); 600,000 shares authorized; 368,380 and 367,950 shares issued and outstanding, respectively	3,684			3,680
Additional paid-in capital	5,533,806			5,525,463
Accumulated other comprehensive loss	(34,235		)	(35,036		)
Distributions in excess of net income	(543,412		)	(475,992		)
Total shareholders' equity	4,959,843			5,018,115
Noncontrolling interests	67,219			62,145
Total equity	5,027,062			5,080,260
	$	8,574,284		$	8,420,562

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)



	Three Months Ended
	2020			2019
Revenues:
Rental and related revenue	$	218,755		$	209,965
General contractor and service fee revenue	7,614			54,964
	226,369			264,929
Expenses:
Rental expenses	18,843			20,668
Real estate taxes	36,727			32,442
General contractor and other services expenses	6,568			52,586
Depreciation and amortization	85,359			75,992
	147,497			181,688
Other operating activities:
Equity in earnings of unconsolidated joint ventures	2,539			4,715
Gain on sale of properties	8,937			(163		)
Gain on land sales	135			750
Other operating expenses	(1,112		)	(2,123		)
Impairment charges	(5,626		)	—
Non-incremental costs related to successful leases	(2,525		)	(2,156		)
General and administrative expenses	(21,763		)	(21,983		)
	(19,415		)	(20,960		)
Operating income	59,457			62,281
Other income (expenses):
Interest and other income, net	1,395			2,758
Interest expense	(23,494		)	(22,132		)
Loss on debt extinguishment	(17,806		)	(13		)
Gain on involuntary conversion	—			2,259
Income from continuing operations before income taxes	19,552			45,153
Income tax benefit (expense)	60			(385		)
Income from continuing operations	19,612			44,768
Discontinued operations:
Gain on sale of properties	48			155
Income from discontinued operations	48			155
Net income	19,660			44,923
Net income attributable to noncontrolling interests	(204		)	(372		)
Net income attributable to common shareholders	$	19,456		$	44,551
Basic net income per common share:
Continuing operations attributable to common shareholders	$	0.05		$	0.12
Diluted net income per common share:
Continuing operations attributable to common shareholders	$	0.05		$	0.12
Weighted average number of common shares outstanding	368,190			359,139
Weighted average number of common shares and potential dilutive securities	371,870			362,362

Comprehensive income:
Net income	$	19,660		$	44,923
Other comprehensive income (loss):
Unrealized losses on interest rate swap contracts	—			(9,342		)
Amortization of interest rate swap contracts	801			—
Comprehensive income	$	20,461		$	35,581

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)



	Three Months Ended
	2020			2019
Cash flows from operating activities:
Net income	$	19,660		$	44,923
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	71,582			62,423
Amortization of deferred leasing and other costs	13,777			13,569
Amortization of deferred financing costs	2,219			1,562
Straight-line rental income and expense, net	(1,703		)	(5,704		)
Impairment charges	5,626			—
Loss on debt extinguishment	17,806			13
Gain on involuntary conversion	—			(2,259		)
Gains on land and property sales	(9,120		)	(742		)
Third-party construction contracts, net	(780		)	11,700
Other accrued revenues and expenses, net	(6,738		)	(10,893		)
Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures	2,221			(33		)
Net cash provided by operating activities	114,550			114,559
Cash flows from investing activities:
Development of real estate investments	(170,900		)	(85,772		)
Acquisition of buildings and related intangible assets	—			(76,081		)
Acquisition of land and other real estate assets	(87,023		)	(53,551		)
Second generation tenant improvements, leasing costs and building improvements	(8,105		)	(10,245		)
Other deferred leasing costs	(12,341		)	(1,712		)
Other assets	(15,040		)	(9,381		)
Proceeds from the repayments of notes receivable from property sales	110,000			35,000
Proceeds from land and property sales, net	27,081			1,910
Capital contributions and advances to unconsolidated joint ventures	(2,353		)	(6,474		)
Net cash used for investing activities	(158,681		)	(206,306		)
Cash flows from financing activities:
Proceeds from issuance of common shares, net	5,465			4,492
Proceeds from unsecured debt	316,371			—
Payments on unsecured debt	(316,655		)	—
Proceeds from secured debt financings	18,400			—
Payments on secured indebtedness including principal amortization	(876		)	(42,665		)
Borrowings on line of credit, net	200,000			210,000
Distributions to common shareholders	(86,562		)	(77,237		)
Distributions to noncontrolling interests, net	(783		)	(505		)
Tax payments on stock-based compensation awards	(4,051		)	(5,467		)
Change in book cash overdrafts	(14,444		)	9,700
Other financing activities	289			(9,920		)
Deferred financing costs	(3,971		)	—
Net cash provided by financing activities	113,183			88,398
Net increase (decrease) in cash, cash equivalents and restricted cash	69,052			(3,349		)
Cash, cash equivalents and restricted cash at beginning of period	121,431			25,517
Cash, cash equivalents and restricted cash at end of period	$	190,483		$	22,168

Non-cash activities:
Liabilities and right-of-use assets - operating leases	$	1,132		$	38,792

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the three months ended March 31, 2020 and 2019

(in thousands, except per share data)

(Unaudited)



	Common Shareholders
	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Distributions in Excess of Net Income			Noncontrolling Interests			Total
Balance at December 31, 2019	$	3,680	$	5,525,463	$	(35,036	)	$	(475,992	)	$	62,145		$	5,080,260
Net income	—		—		—			19,456			204			19,660
Other comprehensive income	—		—		801			—			—			801
Issuance of common shares	1		5,464		—			—			—			5,465
Stock-based compensation plan activity	3		2,879		—			(314		)	5,653			8,221
Distributions to common shareholders ($0.235 per share)	—		—		—			(86,562		)	—			(86,562		)
Distributions to noncontrolling interests	—		—		—			—			(783		)	(783		)
Balance at March 31, 2020	$	3,684	$	5,533,806	$	(34,235	)	$	(543,412	)	$	67,219		$	5,027,062



	Common Shareholders
	Common Stock		Additional Paid-in Capital		Accumulated Other Comprehensive Loss			Distributions in Excess of Net Income			Noncontrolling Interests			Total
Balance at December 31, 2018	$	3,589	$	5,244,375	$	(4,676	)	$	(585,087	)	$	55,042		$	4,713,243
Net income	—		—		—			44,551			372			44,923
Other comprehensive loss	—		—		(9,342		)	—			—			(9,342		)
Issuance of common shares	1		4,491		—			—			—			4,492
Stock-based compensation plan activity	4		1,291		—			(350		)	4,652			5,597
Contributions from noncontrolling interests	—		—		—			—			312			312
Distributions to common shareholders ($0.215 per share)	—		—		—			(77,237		)	—			(77,237		)
Distributions to noncontrolling interests	—		—		—			—			(817		)	(817		)
Balance at March 31, 2019	$	3,594	$	5,250,157	$	(14,018	)	$	(618,123	)	$	59,561		$	4,681,171

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)



	March 31, 2020			December 31, 2019
	(Unaudited)
ASSETS
Real estate investments:
Real estate assets	$	8,100,945		$	7,993,377
Construction in progress	655,856			550,926
Investments in and advances to unconsolidated joint ventures	132,567			133,074
Undeveloped land	311,294			254,537
	9,200,662			8,931,914
Accumulated depreciation	(1,538,679		)	(1,480,461		)
Net real estate investments	7,661,983			7,451,453

Real estate investments and other assets held-for-sale	—			18,463

Cash and cash equivalents	187,563			110,891
Accounts receivable	18,058			20,349
Straight-line rent receivable	131,276			129,344
Receivables on construction contracts, including retentions	30,626			25,607
Deferred leasing and other costs, net of accumulated amortization of $209,595 and $203,857	315,871			320,444
Restricted cash held in escrow for like-kind exchange	—			1,673
Notes receivable from property sales	—			110,000
Other escrow deposits and other assets	228,907			232,338
	$	8,574,284		$	8,420,562
LIABILITIES AND EQUITY
Indebtedness:
Secured debt, net of deferred financing costs of $378 and $164	$	51,311		$	34,023
Unsecured debt, net of deferred financing costs of $29,700 and $19,258	2,895,300			2,880,742
Unsecured line of credit	200,000			—
	3,146,611			2,914,765

Liabilities related to real estate investments held-for-sale	—			887

Construction payables and amounts due subcontractors, including retentions	89,635			68,840
Accrued real estate taxes	67,421			69,042
Accrued interest	29,123			14,181
Other liabilities	171,358			223,680
Tenant security deposits and prepaid rents	43,074			48,907
Total liabilities	3,547,222			3,340,302
Partners' equity:
Common equity (368,380 and 367,950 General Partner Units issued and outstanding, respectively)	4,994,078			5,053,151
Limited Partners' common equity (3,333 and 3,029 Limited Partner Units issued and outstanding, respectively)	62,615			57,575
Accumulated other comprehensive loss	(34,235		)	(35,036		)
Total partners' equity	5,022,458			5,075,690
Noncontrolling interests	4,604			4,570
Total equity	5,027,062			5,080,260
	$	8,574,284		$	8,420,562

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)



	Three Months Ended
	2020			2019
Revenues:
Rental and related revenue	$	218,755		$	209,965
General contractor and service fee revenue	7,614			54,964
	226,369			264,929
Expenses:
Rental expenses	18,843			20,668
Real estate taxes	36,727			32,442
General contractor and other services expenses	6,568			52,586
Depreciation and amortization	85,359			75,992
	147,497			181,688
Other operating activities:
Equity in earnings of unconsolidated joint ventures	2,539			4,715
Gain on sale of properties	8,937			(163		)
Gain on land sales	135			750
Other operating expenses	(1,112		)	(2,123		)
Impairment charges	(5,626		)	—
Non-incremental costs related to successful leases	(2,525		)	(2,156		)
General and administrative expenses	(21,763		)	(21,983		)
	(19,415		)	(20,960		)
Operating income	59,457			62,281
Other income (expenses):
Interest and other income, net	1,395			2,758
Interest expense	(23,494		)	(22,132		)
Loss on debt extinguishment	(17,806		)	(13		)
Gain on involuntary conversion	—			2,259
Income from continuing operations before income taxes	19,552			45,153
Income tax benefit (expense)	60			(385		)
Income from continuing operations	19,612			44,768
Discontinued operations:
Gain on sale of properties	48			155
Income from discontinued operations	48			155
Net income	19,660			44,923
Net (income) loss attributable to noncontrolling interests	(34		)	10
Net income attributable to common unitholders	$	19,626		$	44,933
Basic net income per Common Unit:
Continuing operations attributable to common unitholders	$	0.05		$	0.12
Diluted net income per Common Unit:
Continuing operations attributable to common unitholders	$	0.05		$	0.12
Weighted average number of Common Units outstanding	371,414			362,204
Weighted average number of Common Units and potential dilutive securities	371,870			362,362
Comprehensive income:
Net income	$	19,660		$	44,923
Other comprehensive income (loss):
Unrealized losses on interest rate swap contracts	—			(9,342		)
Amortization of interest rate swap contracts	801			—
Comprehensive income	$	20,461		$	35,581

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)



	Three Months Ended
	2020			2019
Cash flows from operating activities:
Net income	$	19,660		$	44,923
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements	71,582			62,423
Amortization of deferred leasing and other costs	13,777			13,569
Amortization of deferred financing costs	2,219			1,562
Straight-line rental income and expense, net	(1,703		)	(5,704		)
Impairment charges	5,626			—
Loss on debt extinguishment	17,806			13
Gain on involuntary conversion	—			(2,259		)
Gains on land and property sales	(9,120		)	(742		)
Third-party construction contracts, net	(780		)	11,700
Other accrued revenues and expenses, net	(6,738		)	(10,893		)
Operating distributions received in excess of (less than) equity in earnings from unconsolidated joint ventures	2,221			(33		)
Net cash provided by operating activities	114,550			114,559
Cash flows from investing activities:
Development of real estate investments	(170,900		)	(85,772		)
Acquisition of buildings and related intangible assets	—			(76,081		)
Acquisition of land and other real estate assets	(87,023		)	(53,551		)
Second generation tenant improvements, leasing costs and building improvements	(8,105		)	(10,245		)
Other deferred leasing costs	(12,341		)	(1,712		)
Other assets	(15,040		)	(9,381		)
Proceeds from the repayments of notes receivable from property sales	110,000			35,000
Proceeds from land and property sales, net	27,081			1,910
Capital contributions and advances to unconsolidated joint ventures	(2,353		)	(6,474		)
Net cash used for investing activities	(158,681		)	(206,306		)
Cash flows from financing activities:
Proceeds from the General Partner	5,465			4,492
Proceeds from unsecured debt	316,371			—
Payments on unsecured debt	(316,655		)	—
Proceeds from secured debt financings	18,400			—
Payments on secured indebtedness including principal amortization	(876		)	(42,665		)
Borrowings on line of credit, net	200,000			210,000
Distributions to common unitholders	(87,345		)	(77,915		)
Contributions from noncontrolling interests, net	—			173
Tax payments on stock-based compensation awards	(4,051		)	(5,467		)
Change in book cash overdrafts	(14,444		)	9,700
Other financing activities	289			(9,920		)
Deferred financing costs	(3,971		)	—
Net cash provided by financing activities	113,183			88,398
Net increase (decrease) in cash, cash equivalents and restricted cash	69,052			(3,349		)
Cash, cash equivalents and restricted cash at beginning of period	121,431			25,517
Cash, cash equivalents and restricted cash at end of period	$	190,483		$	22,168

Non-cash activities:
Liabilities and right-of-use assets - operating leases	$	1,132		$	38,792

See accompanying Notes to Consolidated Financial Statements

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the three months ended March 31, 2020 and 2019

(in thousands, except per unit data)

(Unaudited)



	Common Unitholders
	General			Limited			Accumulated
	Partner's			Partners'			Other			Total
	Common Equity			Common Equity			Comprehensive Loss			Partners' Equity			Noncontrolling Interests		Total Equity
Balance at December 31, 2019	$	5,053,151		$	57,575		$	(35,036	)	$	5,075,690		$	4,570	5,080,260
Net income	19,456			170			—			19,626			34		19,660
Other comprehensive income	—			—			801			801			—		801
Capital contribution from the General Partner	5,465			—			—			5,465			—		5,465
Stock-based compensation plan activity	2,568			5,653			—			8,221			—		8,221
Distributions to common unitholders ($0.235 per Common Unit)	(86,562		)	(783		)	—			(87,345		)	—		(87,345		)
Balance at March 31, 2020	$	4,994,078		$	62,615		$	(34,235	)	$	5,022,458		$	4,604	$	5,027,062



	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, 2018	$	4,662,877		$	50,585		$	(4,676	)	$	4,708,786		$	4,457		$	4,713,243
Net income	44,551			382			—			44,933			(10		)	44,923
Other comprehensive loss	—			—			(9,342		)	(9,342		)	—			(9,342		)
Capital contribution from the General Partner	4,492			—			—			4,492			—			4,492
Stock-based compensation plan activity	945			4,652			—			5,597			—			5,597
Contributions from noncontrolling interests	—			—			—			—			312			312
Distributions to common unitholders ($0.215 per Common Unit)	(77,237		)	(678		)	—			(77,915		)	—			(77,915		)
Distributions to noncontrolling interests	—			—			—			—			(139		)	(139		)
Balance at March 31, 2019	$	4,635,628		$	54,941		$	(14,018	)	$	4,676,551		$	4,620		$	4,681,171

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 2019 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, 2019 (the "2019 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 2019 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, 2020. 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, 2020, we owned and operated a portfolio primarily consisting of industrial properties and provided real estate services to third-party owners. Substantially all of our Rental Operations (see Note 10) are conducted through the Partnership. We conduct our Service Operations (see Note 10) 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. Lease Income

Our leases generally include scheduled rent increases, but do not include variable payments based on indexes. Our rental revenue is primarily based on fixed, non-cancelable leases. Our variable rental revenue primarily consists of amounts recovered from lessees for property tax, insurance and common area maintenance ("CAM").

All revenues related to lease and lease-related services are included in, and comprise substantially all of, the caption "Rental and Related Revenue" on the Consolidated Statements of Operations and Comprehensive Income. The components of Rental and Related Revenue are as follows (in thousands):



	Three Months Ended March 31,
	2020		2019
Rental revenue - fixed payments	$	161,608	$	156,674
Rental revenue - variable payments (1)	57,147		53,291
Rental and related revenue	$	218,755	$	209,965

(1) Primarily includes tenant recoveries for real estate taxes, insurance and CAM.

Accounting for Lease Concessions Granted in Connection with the COVID-19 Outbreak

On April 8, 2020, the Financial Accounting Standard Board ("FASB") held a public meeting and shortly afterwards issued a question-and-answer ("Q&A") document which was intended to provide accounting relief for lease concessions related to the COVID-19 pandemic. The accounting relief permits an entity to choose to forgo the evaluation of the enforceable rights and obligations of a lease contract, which is a requirement of Accounting Standards Codification Topic 842, Leases, as long as the total rent payments after the lease concessions are substantially the same, or less than, the total payments previously required by the lease. An entity may account for COVID-19 related lease concessions either (i) as if they were part of the enforceable rights and obligations of the parties under the existing lease contract; or (ii) as a lease modification. To the extent that a rent concession is granted as a deferral of payments, but the total lease payments are substantially the same, lessors are allowed to account for the concession as if no change had been made to the original lease contract.

Based on the Q&A, an entity is not required to account for all lease concessions related to the effects of the COVID-19 pandemic under one elected option, however, the entity is required to apply the elected option consistently to leases with similar characteristics and in similar circumstances. Since the COVID-19 pandemic did not start to adversely impact the economic conditions in the United States until late March 2020, we did not provide any COVID-19 related lease concessions to our tenants during the three months ended March 31, 2020.

Due to the continuing adverse economic effects caused by the COVID-19 pandemic since March 31, 2020, a substantial number of our tenants have requested rent relief, most often in the form of rent deferral. Not all tenant requests will ultimately result in modification agreements, nor do we intend to forgo our contractual rights under our lease agreements. We are evaluating each tenant's rent relief request on an individual basis, considering a number of factors. Generally, we expect the majority of rent deferral arrangements that we may ultimately grant to result in two to three months of full or partial rent relief to be paid back within a 12-month period. We have tentatively determined that we will apply the accounting relief provided by the FASB only to such short-term rent deferrals, and will account for such deferrals as if no change had been made to the original lease contract.

3. Reclassifications

There have been no amounts in the accompanying consolidated financial statements for 2019 reclassified to conform to the 2020 consolidated financial statement presentation.

4. Restricted Cash

Restricted cash primarily consists of cash proceeds from dispositions but restricted only for qualifying like-kind exchange transactions and cash held in escrow related to acquisition and disposition holdbacks. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows (in thousands):



	March 31, 2020		December 31, 2019
Cash and cash equivalents	$	187,563	$	110,891
Restricted cash held in escrow for like-kind exchange	—		1,673
Restricted cash included in other escrow deposits and other assets	2,920		8,867
Total cash, cash equivalents, and restricted cash shown in the Consolidated Statements of Cash Flows	$	190,483	$	121,431

5. 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 an obligation of the Partnership.

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 the other 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, 2020, 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 $58.1 million at March 31, 2020.

6. Acquisitions and Dispositions

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

Acquisitions

We did not acquire any buildings during the three months ended March 31, 2020. We paid cash of $76.1 million for building acquisitions during the three months ended March 31, 2019.

Dispositions

Dispositions of buildings and undeveloped land generated net cash proceeds of $27.1 million and $1.9 million during the three months ended March 31, 2020 and 2019, respectively.

During the three months ended March 31, 2020, we collected the remaining $110.0 million of principal on our outstanding notes receivable, which was related to the sale of our medical office portfolio during 2017.

7. Indebtedness

All debt is issued 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 12/31/2019		Book Value at 3/31/2020		Fair Value at 12/31/2019		Issuances and Assumptions		Payments/Payoffs			Adjustments to Fair Value			Fair Value at 3/31/2020
Fixed rate secured debt	$	32,287	$	49,789	$	34,547	$	18,400	$	(876	)	$	(10,090	)	$	41,981
Variable rate secured debt	1,900		1,900		1,900		—		—			—			1,900
Unsecured debt	2,900,000		2,925,000		3,045,485		325,000		(300,000		)	(184,670		)	2,885,815
Unsecured line of credit	—		200,000		—		200,000		—			—			200,000
Total	$	2,934,187	$	3,176,689	$	3,081,932	$	543,400	$	(300,876	)	$	(194,760	)	$	3,129,696
Less: Deferred financing costs	19,422		30,078
Total indebtedness as reported on the consolidated balance sheets	$	2,914,765	$	3,146,611

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 market rates for all of our current fixed rate secured debt are between 3.00% and 3.60%, 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.

In February 2020, one consolidated joint venture obtained an $18.4 million secured loan from a third party financial institution, with a fixed annual interest rate of 3.41% and a maturity date of March 1, 2035.

Unsecured Debt

At March 31, 2020, 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 80.00% to 125.00% of face value.

In February 2020, we issued $325.0 million of senior unsecured notes bearing interest at a stated interest rate of 3.05% and maturing on March 1, 2050, at 97.35% of par value, resulting in an effective interest rate of 3.19%. Proceeds from the unsecured notes offering were primarily used to repay the $300.0 million of senior unsecured notes due 2022. In connection with the early redemption of these notes, we recognized a loss of $17.8 million consisting of a repayment premium and write-off of deferred financing costs.

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, 2020.

Unsecured Line of Credit

Our unsecured line of credit at March 31, 2020 is described as follows (in thousands):



Description	Borrowing Capacity		Maturity Date	Outstanding Balance at March 31, 2020
Unsecured Line of Credit - Partnership	$	1,200,000	January 30, 2022	$	200,000

The Partnership's unsecured line of credit has an interest rate on borrowings of LIBOR plus 0.875% (equal to 1.81% for our outstanding borrowings at March 31, 2020) and has a maturity date of January 30, 2022, with options to extend until January 30, 2023. Subject to certain conditions, the terms also include an option to increase the facility by up to an additional $800.0 million, for a total of up to $2.00 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, 2020, we were in compliance with all financial covenants under this line of credit.

We utilize a discounted cash flow methodology in order to estimate the fair value of outstanding borrowings on 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. This 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 any outstanding borrowings on the line of credit are the same. The current market rate is internally estimated and therefore is primarily based upon a level 3 input.

8. Related Party Transactions

We provide property management, asset management, leasing, construction and other tenant-related services to unconsolidated joint ventures 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 joint ventures, prior to the elimination of our ownership percentage (in thousands):



	Three Months Ended March 31,
	2020		2019
Management fees	$	349	$	422
Leasing fees	$	451	$	148
Construction and development fees	$	361	$	2,196

9. 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,
	2020			2019
General Partner
Net income attributable to common shareholders	$	19,456		$	44,551
Less: dividends on participating securities	(356		)	(388		)
Basic net income attributable to common shareholders	$	19,100		$	44,163
Add back dividends on dilutive participating securities	—			—
Noncontrolling interest in earnings of common unitholders	170			382
Diluted net income attributable to common shareholders	$	19,270		$	44,545
Weighted average number of common shares outstanding	368,190			359,139
Weighted average Limited Partner Units outstanding	3,224			3,065
Other potential dilutive shares	456			158
Weighted average number of common shares and potential dilutive securities	371,870			362,362

Partnership
Net income attributable to common unitholders	$	19,626		$	44,933
Less: distributions on participating securities	(356		)	(388		)
Basic net income attributable to common unitholders	$	19,270		$	44,545
Add back distributions on dilutive participating securities	—			—
Diluted net income attributable to common unitholders	$	19,270		$	44,545
Weighted average number of Common Units outstanding	371,414			362,204
Other potential dilutive units	456			158
Weighted average number of Common Units and potential dilutive securities	371,870			362,362

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,
	2020	2019
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	—	—
Anti-dilutive outstanding participating securities	1,647	1,967

10. Segment Reporting

Reportable Segments

As of March 31, 2020, we had two reportable operating segments, the first consisting of the ownership and rental of industrial real estate investments. Our ongoing investments in new real estate investments are determined largely upon anticipated geographic trends in supply and demand for industrial buildings, as well as the real estate needs of our major tenants that operate on a national level. Our strategic initiatives and our allocation of resources have been historically based upon allocation among product types, which was consistent with our designation of reportable segments, and after having sold nearly all of our office and medical office properties we intend to increase our investment in industrial properties and treat them as a single operating and reportable segment. Properties not included in our reportable segments, because they are not industrial properties and 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 remaining office properties and medical office property at March 31, 2020. The operations of our industrial properties, as well as our non-reportable Rental Operations, are collectively referred to as "Rental Operations."

Our second 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." The Service Operations segment is identified as one single operating segment because the lowest level of financial results reviewed by our chief operating decision maker are the results for the Service Operations segment in total. Further, our reportable segments 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,
	2020		2019
Revenues
Rental Operations:
Industrial	$	216,952	$	208,403
Non-reportable Rental Operations	1,528		1,452
Service Operations	7,614		54,964
Total segment revenues	226,094		264,819
Other revenue	275		110
Consolidated revenue	$	226,369	$	264,929

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 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.

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,
	2020			2019
PNOI
Industrial	$	157,061		$	142,494
Non-reportable Rental Operations	1,819			876
PNOI, excluding all sold properties	158,880			143,370
PNOI from sold properties included in continuing operations	114			5,992
PNOI, continuing operations	$	158,994		$	149,362

Earnings from Service Operations	1,046			2,378

Rental Operations revenues and expenses excluded from PNOI:
Straight-line rental income and expense, net	1,703			5,704
Revenues related to lease buyouts	392			19
Amortization of lease concessions and above and below market rents	2,557			1,262
Intercompany rents and other adjusting items	(394		)	433
Non-Segment Items:
Equity in earnings of unconsolidated joint ventures	2,539			4,715
Interest expense	(23,494		)	(22,132		)
Depreciation and amortization expense	(85,359		)	(75,992		)
Gain on sale of properties	8,937			(163		)
Impairment charges	(5,626		)	—
Interest and other income, net	1,395			2,758
General and administrative expenses	(21,763		)	(21,983		)
Gain on land sales	135			750
Other operating expenses	(1,112		)	(2,123		)
Loss on extinguishment of debt	(17,806		)	(13		)
Gain on involuntary conversion	—			2,259
Non-incremental costs related to successful leases	(2,525		)	(2,156		)
Other non-segment revenues and expenses, net	(67		)	75
Income from continuing operations before income taxes	$	19,552		$	45,153

11. 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, 2020		December 31, 2019
Buildings and tenant improvements	$	5,386,928	$	5,295,336
Land and improvements	2,543,415		2,532,541
Other real estate investments (1)	170,602		165,500
Real estate assets	$	8,100,945	$	7,993,377

(1) Consists of underutilized in-fill sites, which may have had buildings/structures on site when we acquired them, that are either (i) under lease to a third party and, after the lease ends, are expected to be redeveloped or will require significant capital expenditures before re-leasing; or (ii) industrial/logistics properties that we intend to re-lease after significant retrofitting and/or environmental remediation is completed.

Discontinued Operations

The following table illustrates the number of sold or held-for-sale properties in this report, all of which were excluded from discontinued operations:



	Held-for-Sale at March 31, 2020	Sold Year-to-Date in 2020	Sold in 2019	Total


Properties sold or classified as held-for-sale	—	1	28	29

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,
	2020		2019
Income from continuing operations attributable to common shareholders	$	19,408	$	44,397
Income from discontinued operations attributable to common shareholders	48		154
Net income attributable to common shareholders	$	19,456	$	44,551

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.

Assets Held-for-Sale

The following table illustrates aggregate balance sheet information for assets held-for-sale (in thousands):



	Held-for-Sale Properties Included in Continuing Operations
	March 31, 2020		December 31, 2019
Land and improvements	$	—	$	4,561
Buildings and tenant improvements	—		18,840
Undeveloped land	—		—
Accumulated depreciation	—		(7,132		)
Deferred leasing and other costs, net	—		2,100
Other assets	—		94
Total assets held-for-sale	$	—	$	18,463

Total liabilities related to assets held-for-sale	$	—	$	887

12. 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 29, 2020:



Class of stock/units	Quarterly Amount per Share or Unit	Record Date	Payment Date
Common - Quarterly	$0.235	May 14, 2020	May 29, 2020

COVID-19 Pandemic

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our tenants and business partners. Through April 30, 2020, we have collected over 96% of April rents.

While the COVID-19 outbreak did not have a material impact on our financial statements during the three months ended March 31, 2020, we are unable to predict the impact that it will have on our financial condition, results of operations and cash flows in future periods due to numerous uncertainties.

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 1 of this Report, and the consolidated financial statements and notes thereto contained in Part IV, Item 15 of our 2019 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 and those related to our expectations concerning the effects of the COVID-19 pandemic on our future operations and balance sheet, 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," "strategy," "continue," "seek," "may," "could" and similar expressions or statements regarding future periods are intended to identify forward-looking statements, although not all forward-looking statements may 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 or in the information incorporated by reference into this Report. Some of the risks, uncertainties and other important factors that may affect future results include, among others:


•	The impact of the COVID-19 pandemic on our business, our tenants and the economy in general, including the measures taken by governmental authorities to address it;


•	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 including construction cost increases as the result of trade disputes and tariffs on goods imported in the United States;


•	Our real estate asset concentration in the industrial sector and potential volatility in this sector;


•	Our ability to successfully dispose of properties on terms that are favorable to us;


•	Our ability to successfully integrate our acquired properties;


•	Our ability to retain our current credit ratings;


•	Inherent risks related to disruption of information technology networks and related systems and cyber security attacks;


•	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 in 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 2019 Annual Report and in Part II, Item 1A, "Risk Factors" in this Report. The risk factors contained in our 2019 Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that we make with the SEC.

Business Overview

The General Partner and Partnership collectively specialize in the ownership, management and development of industrial 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 2019 Annual Report.

At March 31, 2020, we:

•

Owned or jointly controlled 521 primarily industrial properties, of which 500 properties with 146.4 million square feet were in service and 21 properties with 9.7 million square feet were under development. The 500 in-service properties were comprised of 461 consolidated properties with 135.3 million square feet and 39 unconsolidated joint venture properties with 11.1 million square feet. The 21 properties under development consisted of 20 consolidated properties with 9.3 million square feet and one unconsolidated joint venture property with 358,000 square feet.


•	Owned directly, or through ownership interests in unconsolidated joint ventures (with acreage not adjusted for our percentage ownership interest), approximately 1,400 acres of land and controlled approximately 900 acres through purchase options.

Our overall strategy is to continue to increase our investment in quality industrial properties primarily through development, on both a speculative and build-to-suit basis, supplemented with acquisitions in higher barrier markets with the highest growth potential.

COVID-19

The recent COVID-19 pandemic has had a far-reaching impact on the global economy, which has impacted and will continue to impact our business and operations. We have made various changes to our operations in order to support the health of our associates, shareholders and communities in which we operate.

Through April 30, 2020, we have collected over 96% of April rents. Additionally, as discussed below, we have been approached by certain of our tenants who are experiencing financial difficulties for deferrals of rent payments as a result of the pandemic. These deferral requests included some high credit quality tenants that were merely inquiring, and we expect the number of deferrals granted to be much lower than the number of requests.

We are also taking proactive measures to limit our expenditures during this time of uncertainty, and have elected to temporarily suspend starting new speculative development projects. At this time, it is uncertain when or if we will again pursue new speculative projects. The pandemic's impact on the overall global economy is continuing and the ultimate impact is unknown at this time, but it could impact our ability to secure future financing at attractive rates, or at all, and our ability to make opportunistic dispositions of properties. Please see Part II, Item 1A, "Risk Factors" below for additional information about the potential impacts the pandemic may have on our business and results of operations.

Key Performance Indicators

Our operating results depend primarily upon rental income from our Rental Operations. The following discussion highlights the metrics that drive the performance of our Rental Operations, which management uses to operate the business, and that we consider to be critical drivers of future revenues.

Occupancy Analysis

Occupancy is an important metric for management and our investors for understanding our financial performance. Our ability to maintain high occupancy rates is among the principal drivers 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 at March 31, 2020 and 2019, respectively:



	Total Square Feet (in thousands)		Percent of Total Square Feet				Percent Leased*				Average Annual Net Effective Rent**
Type	2020	2019	2020		2019		2020		2019		2020	2019
Industrial	135,114	135,473	99.8	%	99.8	%	96.6	%	95.5	%	$5.04	$4.75
Non-reportable Rental Operations	211	211	0.2	%	0.2	%	80.0	%	77.3	%	$24.36	$24.75
Total Consolidated	135,325	135,684	100.0	%	100.0	%	96.6	%	95.5	%	$5.06	$4.78
Unconsolidated Joint Ventures	11,109	11,250					95.7	%	95.1	%	$4.24	$4.09
Total Including Unconsolidated Joint Ventures	146,434	146,934					96.5	%	95.5	%
* Represents the percentage of total square feet leased based on executed leases and without regard to whether the leases have commenced.
**Average annual net effective rent represents average annual base rental payments per leased square foot, on a straight-line basis for the term of each lease, from space leased to tenants at the end of the most recent reporting period. This amount excludes additional amounts paid by tenants as reimbursement for operating expenses.

The higher leased percentage in our industrial portfolio at March 31, 2020, compared to March 31, 2019, resulted from net absorption of previously vacant space, partially offset by new speculative developments being placed in service.

Vacancy Activity

The following table sets forth vacancy activity, shown in square feet, from our in-service rental properties for the three months ended March 31, 2020 (in thousands):



	Consolidated Properties		Unconsolidated Joint Venture Properties	Total Including Unconsolidated Joint Venture Properties
Vacant square feet at December 31, 2019	4,540		406	4,946
Vacant space in completed developments	154		—	154
Expirations	777		69	846
Early lease terminations	358		—	358
Leasing of previously vacant space	(1,204	)	—	(1,204	)
Vacant square feet at March 31, 2020	4,625		475	5,100

Total Leasing Activity

Our ability to maintain and improve occupancy and net effective rents primarily depends upon our continuing ability to lease vacant space. The volume and quality of our leasing activity is closely scrutinized by management in operation of the business and provides useful information regarding future performance. 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 to a tenant is referred to as second generation lease activity. Second generation lease activity may be in the form of renewals of existing leases or new second generation leases of previously leased space. The total leasing activity for our consolidated and unconsolidated industrial rental properties, expressed in square feet of leases signed, is as follows (in thousands):



	Three Months Ended March 31,
	2020	2019
New Leasing Activity - First Generation	1,333	957
New Leasing Activity - Second Generation	259	303
Renewal Leasing Activity	656	1,503
Short-Term New Leasing Activity	655	372
Short-Term Renewal Leasing Activity	78	582
Non-Reportable Rental Operations Leasing Activity	—	1
Total Consolidated Leasing Activity	2,981	3,718
Unconsolidated Joint Venture Leasing Activity	975	73
Total Including Unconsolidated Joint Venture Leasing Activity	3,956	3,791

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 second generation industrial leases signed for our rental properties during the three months ended March 31, 2020 and 2019:



	Square Feet of Leases (in thousands)		Percent of Expiring Leases Renewed				Average Term in Years		Estimated Tenant Improvement Cost per Square Foot				Leasing Costs per Square Foot
	2020	2019	2020		2019		2020	2019	2020		2019		2020		2019
Three Months
Consolidated - New Second Generation	259	303					4.1	7.3	$3.87		$6.90		$1.95		$4.25
Unconsolidated Joint Ventures - New Second Generation	—	46					—	5.2	$	—	$	—	$	—	$1.34
Total - New Second Generation	259	349					4.1	7.0	$3.87		$6.00		$1.95		$3.87

Consolidated - Renewal	656	1,503	58.4	%	82.2	%	4.6	3.8	$1.29		$0.97		$1.16		$1.09
Unconsolidated Joint Ventures - Renewal	497	28	87.9	%	100.0	%	4.4	5.2	$0.48		$1.50		$1.72		$1.88
Total - Renewal	1,153	1,531	68.3	%	82.5	%	4.5	3.8	$0.94		$0.98		$1.40		$1.10

Growth in average annual net effective rents for new second generation and renewal leases, on a combined basis, for our consolidated and unconsolidated industrial rental properties, is as follows:



	Three Months Ended March 31,
Ownership Type	2020		2019
Consolidated properties	27.8	%	23.6	%
Unconsolidated joint venture properties	44.1	%	12.2	%

Lease Expirations

The table below reflects our consolidated in-service portfolio lease expiration schedule at March 31, 2020 (in thousands, except percentage data and number of leases):



	Total Consolidated Portfolio					Industrial				Non-Reportable
Year of Expiration	Square Feet		Annual Rental Revenue*		Number of Leases	Square Feet		Annual Rental Revenue*		Square Feet		Annual Rental Revenue*
Remainder of 2020	6,480		$	30,464	78	6,479		$	30,458	1		$	6
2021	12,415		58,065		138	12,415		58,065		—		—
2022	19,063		81,329		151	19,046		81,137		17		192
2023	13,040		66,128		143	13,020		65,851		20		277
2024	15,021		75,935		139	15,016		75,873		5		62
2025	12,993		67,034		111	12,991		67,009		2		25
2026	9,619		44,611		49	9,619		44,611		—		—
2027	7,546		34,915		30	7,541		34,858		5		57
2028	8,009		52,602		30	7,890		49,115		119		3,487
2029	8,428		45,391		26	8,428		45,391		—		—
2030 and Thereafter	18,086		105,210		53	18,086		105,210		—		—
Total Leased	130,700		$	661,684	948	130,531		$	657,578	169		$	4,106

Total Portfolio Square Feet	135,325					135,114				211
Percent Leased	96.6	%				96.6	%			80.0	%
* 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.

Building Acquisitions

Our decision process in determining whether or not to acquire a 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 properties, tenant profile and remaining terms of the in-place leases in the properties. We pursue both brokered and non-brokered acquisitions, and it is difficult to predict which markets 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.

No buildings were acquired during the three months ended March 31, 2020, and six buildings were acquired during the year ended December 31, 2019. The following table summarizes the acquisition price, percent leased at time of acquisition and in-place yields of industrial building acquisitions (in thousands, except percentage data):



	Year-to-Date 2020 Acquisitions						Full Year 2019 Acquisitions
Type	Acquisition Price*		In-Place Yield**		Percent Leased at Acquisition Date***		Acquisition Price*		In-Place Yield**		Percent Leased at Acquisition Date***
Industrial	$	—	—	%	—	%	$	217,106	4.1	%	88.4	%

* 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. Our ability to dispose of properties, from time to time, on favorable terms is a key performance indicator from the perspective of management, as a source of capital to fund future investment, and we believe that evaluating our disposition activity is also useful to investors.

We sold one consolidated building during the three months ended March 31, 2020 and 28 consolidated buildings during the year ended December 31, 2019. The following table summarizes the sales prices, in-place yields and percent leased of industrial building dispositions (in thousands, except percentage data):



	Year-to-Date 2020 Dispositions						Full Year 2019 Dispositions
Type	Sales Price		In-Place Yield*		Percent Leased**		Sales Price		In-Place Yield*		Percent Leased**
Industrial	$	27,450	6.4	%	100.0	%	$	425,767	5.6	%	91.4	%

* 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

We expect to generate future earnings from Rental Operations as development properties are placed in service and leased. Development activities, and our ability to lease those developments, are viewed by management as key indicators of future earnings growth and provide useful information to investors for the same reasons. At March 31, 2020, we had 9.7 million square feet of property under development with total estimated costs upon completion of $1.10 billion compared to 9.2 million square feet with total estimated costs upon completion of $819.0 million at March 31, 2019. 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, 2020 (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	9,300	60	%	$	1,082,620	$	639,619	$	443,001
Unconsolidated joint venture properties	358	100	%	21,385		2,351		19,034
Total	9,658	61	%	$	1,104,005	$	641,970	$	462,035

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,
	2020		2019
Rental and related revenue from continuing operations	$	218,755	$	209,965
General contractor and service fee revenue	7,614		54,964
Operating income	59,457		62,281
General Partner
Net income attributable to common shareholders	$	19,456	$	44,551
Weighted average common shares outstanding	368,190		359,139
Weighted average common shares and potential dilutive securities	371,870		362,362
Partnership
Net income attributable to common unitholders	$	19,626	$	44,933
Weighted average Common Units outstanding	371,414		362,204
Weighted average Common Units and potential dilutive securities	371,870		362,362
General Partner and Partnership
Basic income per common share or Common Unit:
Continuing operations	$	0.05	$	0.12
Diluted income per common share or Common Unit:
Continuing operations	$	0.05	$	0.12
Number of in-service consolidated properties at end of period	461		469
In-service consolidated square footage at end of period	135,325		135,684
Number of in-service unconsolidated joint venture properties at end of period	39		40
In-service unconsolidated joint venture square footage at end of period	11,109		11,250

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 real estate assets (including real estate assets incidental to our business) and related taxes, gains and losses from change in control, impairment charges related to real estate assets (including real estate assets incidental to our business) 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,
	2020			2019
Net income attributable to common shareholders of the General Partner	$	19,456		$	44,551
Add back: Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	170			382
Net income attributable to common unitholders of the Partnership	19,626			44,933
Adjustments:
Depreciation and amortization	85,359			75,992
Company share of unconsolidated joint venture depreciation, amortization and other adjustments	2,194			2,353
Gains on sale of properties	(8,985		)	8
Gain on land sales	(135		)	(750		)
Impairment charges	5,626			—
Income tax (benefit) expense triggered by sales of real estate assets	(60		)	385
Gains on sales of real estate assets - share of unconsolidated joint ventures	(26		)	(2,499		)
FFO attributable to common unitholders of the Partnership	$	103,599		$	120,422
Additional General Partner Adjustments:
Net income attributable to noncontrolling interests - common limited partnership interests in the Partnership	(170		)	(382		)
Noncontrolling interest share of adjustments	(729		)	(639		)
FFO attributable to common shareholders of the General Partner	$	102,700		$	119,401

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 NAREIT 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 operations of our industrial properties, as well as our non-reportable Rental Operations (our residual non-industrial properties that have not yet been sold, referred to throughout as "non-reportable"), are collectively referred to as "Rental Operations."

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 10 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, 2020 and 2019 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 define our "same-property" population once a year at the beginning of the current calendar year and include buildings that were stabilized (the term "stabilized" means properties that have reached 90% leased or that have been in-service for at least one year since development completion or acquisition) as of January 1 of the prior calendar year. The "same-property" pool is also adjusted to remove properties that were sold subsequent to the beginning of the current calendar year. As such, the "same-property" population for the period ended March 31, 2020 includes all properties that we owned or jointly controlled at January 1, 2020, which had both been owned or jointly controlled and had reached stabilization by January 1, 2019, and have not been sold.

A reconciliation of income from continuing operations before income taxes to SPNOI is presented as follows (in thousands, except percentage data):



	Three Months Ended March 31,						Percent
	2020			2019			Change
Income from continuing operations before income taxes	$	19,552		$	45,153
Share of SPNOI from unconsolidated joint ventures	4,641			4,444
PNOI excluded from the "same-property" population	(11,151		)	(4,813		)
Earnings from Service Operations	(1,046		)	(2,378		)
Rental Operations revenues and expenses excluded from PNOI	(4,372		)	(13,410		)
Non-Segment Items	144,746			114,005
SPNOI	$	152,370		$	143,001		6.6	%

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 10 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 commencement occupancy and average cash rental rate for the properties included in SPNOI for the respective periods:



	Three Months Ended March 31,
	2020	2019
Number of properties	457	457
Square feet (in thousands) (1)	128,066	128,066
Average commencement occupancy percentage (2)	98.4%	97.6%
Average rental rate - cash basis (3)	$4.76	$4.62
(1) Includes the total square feet of the consolidated properties that are in the "same-property" population as well as 4.9 million square feet of space for unconsolidated joint ventures, which represents our ratable share of the 9.8 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 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, its rent would equal zero for purposes of this metric.

Comparison of Three Months Ended March 31, 2020 to Three Months Ended March 31, 2019

Rental and Related Revenue

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



	Three Months Ended March 31,
	2020		2019
Rental and related revenue:
Industrial	$	216,952	$	208,403
Non-reportable Rental Operations and non-segment revenues	1,803		1,562
Total rental and related revenue from continuing operations	$	218,755	$	209,965

The primary reasons for the increase in rental and related revenue from continuing operations were:


•	We acquired six properties and placed 21 developments in service from January 1, 2019 to March 31, 2020, which provided incremental revenues from continuing operations of $13.4 million during the three months ended March 31, 2020, as compared to the same period in 2019.


•	Increases in rental rates and occupancy within our "same-property" portfolio, as well as the lease up of properties that were placed in service prior to January 1, 2019 but were not in the "same-property" portfolio, also contributed to the increase to rental and related revenue from continuing operations.


•	The increase in rental revenue included $3.3 million of higher recoveries primarily related to increased recoverable real estate taxes compared to the same period in 2019.

•

The sale of 29 in-service properties since January 1, 2019, which did not meet the criteria to be classified within discontinued operations, resulted in a decrease of $8.1 million to rental and related revenue from continuing operations in the three months ended March 31, 2020, as compared to the same period in 2019, which partially offset the aforementioned increases to rental and related revenue from continuing operations.


•	The increase in rental revenue was also partially offset by a $5.4 million increase in collectability reserves, including both contractual and straight-line receivables, primarily as a result of current economic conditions caused by the COVID-19 pandemic during the three months ended March 31, 2020.

Rental Expenses and Real Estate Taxes

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



	Three Months Ended March 31,
	2020		2019
Rental expenses:
Industrial	$	18,521	$	20,221
Non-reportable Rental Operations and non-segment expenses	322		447
Total rental expenses from continuing operations	$	18,843	$	20,668
Real estate taxes:
Industrial	$	36,239	$	32,308
Non-reportable Rental Operations and non-segment expenses	488		134
Total real estate tax expense from continuing operations	$	36,727	$	32,442

Overall, rental expenses from continuing operations decreased by $1.8 million during the three months ended March 31, 2020, compared to the same period in 2019. The decrease to rental expenses was primarily due to lower snow removal costs compared to the same period in 2019.

Overall, real estate tax expense from continuing operations increased by $4.3 million during the three months ended March 31, 2020, compared to the same period in 2019. The increase to real estate tax expense was mainly due to higher real estate tax assessments in our various markets and the result of acquisitions and developments placed in service from January 1, 2019 to March 31, 2020. These increases 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 was $85.4 million and $76.0 million for the three months ended March 31, 2020 and 2019, respectively. The increase in depreciation and amortization expense for the three months ended March 31, 2020 was mainly the result of continued growth in our portfolio through development and acquisition.

Equity in Earnings of Unconsolidated Joint Ventures

Equity in earnings of unconsolidated joint ventures represents our ownership share of net income from investments in unconsolidated joint ventures that generally own and operate rental properties. Equity in earnings from unconsolidated joint ventures was $2.5 million and $4.7 million for the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2019, we recognized $2.5 million of equity in earnings of unconsolidated joint ventures related to our share of the gain on sale of one joint venture building. There were no such sales in the corresponding period in 2020.

Gain on Sale of Properties - Continuing Operations

The $8.9 million recognized as gain on sale of properties in continuing operations for the three months ended March 31, 2020 was primarily the result of the sale of one consolidated property that did not meet the criteria for inclusion in discontinued operations.

There were no sales of consolidated properties during the three months ended March 31, 2019.

Impairment Charges

During the three months ended March 31, 2020, we recognized $5.6 million of impairment charges related to writing off pre-acquisition costs, primarily non-refundable purchase deposits, for certain planned purchases of undeveloped land that we no longer anticipate completing due to the economic impact of the COVID-19 pandemic.

We did not recognize any impairment charges during the three months ended March 31, 2019.

General and Administrative Expenses

General and administrative expenses consist of two components. The first component includes general corporate expenses, and the second component represents the indirect operating costs not allocated to, or absorbed by, either the development, leasing and operation of our consolidated properties or our Service Operations. Such indirect operating costs are primarily comprised of employee compensation, including related costs such as benefits and wage-related taxes, but also include other ancillary costs such as travel and information technology support. Total indirect operating costs, prior to any allocation or absorption, and general corporate expenses are collectively referred to as our overall pool of overhead costs.

Those indirect costs not allocated to or absorbed by these operations are charged to general and administrative expenses. We regularly review our total overhead cost structure relative to our leasing, development and construction volume and adjust the level of total overhead, generally through changes in our level of staffing in various functional departments, as necessary, in order to control overall general and administrative expense.

General and administrative expenses were $21.8 million and $22.0 million for the three months ended March 31, 2020 and 2019, respectively. The following table sets forth the factors that led to the decreased general and administrative expenses (in millions):



General and administrative expenses - three months ended March 31, 2019	$	22.0
Increase to overall pool of overhead costs	1.2
Increased absorption of costs by consolidated leasing and development activities (1)	(4.3		)
Decreased allocation of costs to Service Operations and Rental Operations	2.9
General and administrative expenses - three months ended March 31, 2020	$	21.8

(1) We capitalized $850,000 and $8.7 million of our total overhead costs to leasing and development, respectively, for consolidated properties during the three months ended March 31, 2020, compared to capitalizing $669,000 and $5.0 million of such costs, respectively, for the three months ended March 31, 2019. Combined overhead costs capitalized to leasing and development totaled 23.8% and 14.6% of our overall pool of overhead costs for the three months ended March 31, 2020 and 2019, respectively, with the higher percentage being attributable to increased development volume during the three months ended March 31, 2020.

Interest Expense

Interest expense allocable to continuing operations was $23.5 million and $22.1 million for the three months ended March 31, 2020 and 2019, respectively. The increase in interest expense from continuing operations for the three months ended March 31, 2020 was primarily due to increased overall borrowings, partially offset by lower average interest rates.

We capitalized $6.9 million and $6.7 million of interest costs for the three months ended March 31, 2020 and 2019, respectively.

Debt Extinguishment

During the three months ended March 31, 2020, we redeemed $300.0 million of unsecured notes, which had a stated interest rate of 4.38%. We recognized a loss of $17.8 million in connection with the redemption of these notes including the repayment premium and write-off of the deferred financing costs.

We did not redeem any unsecured notes for the three months ended March 31, 2019.

Liquidity and Capital Resources

Sources of Liquidity

Although the current economic environment may impact our ability to access capital, we expect to meet our short-term liquidity requirements over the next 12 months, which include payments of dividends and distributions, completion of development projects that are currently under construction and capital expenditures needed to maintain our current real estate assets, through working capital, net cash provided by operating activities and short term borrowings on the Partnership's unsecured line of credit. We had $187.6 million of cash on hand and $200.0 million of outstanding borrowings on the Partnership's $1.20 billion unsecured line of credit at March 31, 2020.

In addition to our existing sources of liquidity, we expect to meet long-term liquidity requirements, such as scheduled mortgage and unsecured debt maturities, financing of development activities (and, to a lesser extent, acquisitions) and other capital improvements, through multiple sources of capital including operating cash flow, proceeds from property dispositions and 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, which have intensified as the result of the COVID-19 outbreak, 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.

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.

Also in February 2020, we issued $325.0 million of senior unsecured notes, which bear interest at a stated interest rate of 3.05%, have an effective interest rate of 3.19%, and mature on March 1, 2050, for cash proceeds of $316.4 million.

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, 2020.

The Partnership's unsecured line of credit has an interest rate that is indexed to LIBOR. In 2017, the Alternative Reference Rates Committee ("ARRC") proposed that the Secured Overnight Funding Rate ("SOFR") replace LIBOR. ARRC also proposed that the transition to SOFR from LIBOR take place by the end of 2021. As the Partnership's unsecured line of credit agreement has provisions that allow for automatic transition to a new rate, the Partnership has no other material debt arrangements that are indexed to LIBOR, and has settled all of our outstanding interest rate swaps in November 2019, we believe that the transition will not have a material impact on our consolidated financial statements.

At March 31, 2020, 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 at $0.01 par value per share, from time to time, with an aggregate offering price of up to $400.0 million. During the three months ended March 31, 2020, the General Partner issued 8,700 common shares under its ATM equity program, resulting in net proceeds of $300,000 after paying total compensation of $3,000 to the applicable sales agents. As of March 31, 2020, the ATM equity program still had $190.3 million worth of new common shares available to issue.

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, including the uncertain economic outlook caused by the COVID-19 pandemic, could negatively impact our further ability to dispose of such properties.

Sales of land and depreciable properties provided $27.1 million and $1.9 million in net proceeds during the three months ended March 31, 2020 and 2019, respectively.

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, 2020 and 2019, we had no capital distributions from unconsolidated joint ventures.

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, primarily through development, on both a speculative and build-to-suit basis, supplemented with acquisitions in higher barrier markets with the highest growth potential. 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.

As the result of the COVID-19 pandemic, we have temporarily suspended starting new speculative development projects.

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 capitalizable 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 renew or re-let rental space that we previously leased to tenants for second generation leases 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,
	2020		2019
Second generation tenant improvements	$	5,169	$	4,510
Second generation leasing costs	1,677		5,136
Building improvements	1,259		599
Total second generation capital expenditures	$	8,105	$	10,245
Development of real estate investments	$	170,900	$	85,772
Other deferred leasing costs	$	12,341	$	1,712

The capital expenditures in the table above include the capitalization of internal overhead costs. We capitalized $850,000 and $669,000 of overhead costs related to leasing activities, including both first and second generation leases, during the three months ended March 31, 2020 and 2019, respectively. We capitalized $8.7 million and $5.0 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, 2020 and 2019, respectively. Combined overhead costs capitalized to leasing and development totaled 23.8% and 14.6% of our overall pool of overhead costs for the three months ended March 31, 2020 and 2019, 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 2019 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 $6.9 million and $6.7 million of interest costs during the three months ended March 31, 2020 and 2019, respectively.

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 $0.235 per common share or Common Unit in the first quarter of 2020, and the General Partner's board of directors declared dividends or distributions of $0.235 per common share or Common Unit for the second quarter of 2020.

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, 2020 had a face value totaling $3.18 billion with a weighted average interest rate of 3.49% and maturities at various dates through 2050. Of this total amount, we had $2.93 billion of unsecured debt, $51.7 million of secured debt and $200.0 million of outstanding borrowings on our unsecured line of credit at March 31, 2020. Scheduled principal amortization, maturities and early repayments of such debt totaled $300.9 million for the three months ended March 31, 2020.

The following table is a summary of the scheduled future amortization and maturities of our indebtedness at March 31, 2020 (in thousands, except percentage data):



	Future Repayments
Year	Scheduled Amortization		Maturities		Total		Weighted Average Interest Rate of Future Repayments
Remainder of 2020	$	3,434	$	—	$	3,434	5.42	%
2021	4,003		9,047		13,050		5.56	%
2022	4,217		300,000		304,217		3.95	%
2023	4,444		450,000		454,444		2.90	%
2024	4,685		300,000		304,685		3.92	%
2025	4,610		—		4,610		5.42	%
2026	2,724		375,000		377,724		3.37	%
2027	1,077		475,000		476,077		3.18	%
2028	744		500,000		500,744		4.45	%
2029	770		400,000		400,770		2.88	%
2030	797		—		797		3.41	%
Thereafter	3,705		332,402		336,107		3.20	%
	$	35,210	$	3,141,449	$	3,176,659	3.49	%

The Partnership’s unsecured line of credit is reflected in the table above as maturing in January 2023, based on the ability to exercise the two six-month extension options from its stated maturity date of January 2022 (see Note 7). 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.

Repayments of Outstanding Debt

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

In March 2020, we redeemed $300.0 million of unsecured notes that were scheduled to mature in June 2022.

Contractual Obligations

Aside from repayments of long-term debt and the issuance of the $325.0 million of senior unsecured notes described above, there have been no other material changes in our outstanding commitments since December 31, 2019, as previously discussed in our 2019 Annual Report.

Historical Cash Flows

Cash, cash equivalents and restricted cash were $190.5 million and $22.2 million at March 31, 2020 and 2019, 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,
	2020			2019
General Partner
Net cash provided by operating activities	$	114.6		$	114.6
Net cash used for investing activities	$	(158.7	)	$	(206.3	)
Net cash provided by financing activities	$	113.2		$	88.4

Partnership
Net cash provided by operating activities	$	114.6		$	114.6
Net cash used for investing activities	$	(158.7	)	$	(206.3	)
Net cash provided by financing activities	$	113.2		$	88.4

Operating Activities

Cash flows from operating activities provide the cash necessary to meet our operational requirements and the receipt of rental income from Rental Operations continues to be our primary source of operating cash flows.

Investing Activities

Highlights of significant cash sources and uses are as follows:


•	During the three months ended March 31, 2020, we did not acquire any buildings. We paid cash of $76.1 million for building acquisitions during the three months ended March 31, 2019. We paid cash of $87.0 million for undeveloped land acquisitions during the three months ended March 31, 2020, compared to $53.6 million for land acquisitions during the same period in 2019.


•	Real estate development costs were $170.9 million during the three months ended March 31, 2020, compared to $85.8 million for the same period in 2019.


•	Sales of land and depreciated properties provided $27.1 million in net proceeds for the three months ended March 31, 2020, compared to $1.9 million for the same period in 2019.


•	During the three months ended March 31, 2020, we received repayments of $110.0 million on our notes receivable related to the disposition of our medical office portfolio in 2017, compared to $35.0 million of repayments of notes receivable from property sales for the same period in 2019.


•	Second generation tenant improvements, leasing costs and building improvements totaled $8.1 million for the three months ended March 31, 2020 compared to $10.2 million for the same period in 2019.


•	For the three months ended March 31, 2020, we made capital contributions of $2.4 million to unconsolidated joint ventures, compared to $6.5 million during the same period in 2019.

Financing Activities

The following items highlight significant capital transactions:


•	During the three months ended March 31, 2020, the Partnership issued $325.0 million of senior unsecured notes, which bear interest at a stated interest rate of 3.05%, have an effective interest rate of 3.19% and mature on March 1, 2050, for cash proceeds of $316.4 million. We did not issue any senior unsecured notes during the three months ended March 31, 2019.


•	The Partnership paid cash of $316.7 million for the early redemption of $300.0 million of senior unsecured notes that were scheduled to mature in June 2022 during the three months ended March 31, 2020. We did not make payments on senior unsecured notes for the three months ended March 31, 2019.


•	During the three months ended March 31, 2020, a consolidated joint venture of the Partnership obtained a secured loan from a third party financial institution for gross proceeds of $18.4 million. We did not obtain any secured loans during the three months ended March 31, 2019.


•	For the three months ended March 31, 2020 and 2019, we increased borrowings on the Partnership's unsecured line of credit by $200.0 million and $210.0 million, respectively.


•	We paid regular cash dividends totaling $86.6 million and $77.2 million for the three months ended March 31, 2020 and 2019, respectively.


•	Changes in book cash overdrafts are classified as financing activities within our Consolidated Statements of Cash Flows. Book cash overdrafts were $24.0 million at March 31, 2019. We did not have any book cash overdrafts at March 31, 2020.


•	We paid off a special assessment bond for $9.9 million which was reflected within Other Financing Activities on our Consolidated Statements of Cash Flows during three months ended March 31, 2019. We did not make similar significant repayments during the three months ended March 31, 2020.

Off Balance Sheet Arrangements - Investments in Unconsolidated Joint Ventures

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, 2020.

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 operation and development of industrial 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 2% of our total assets at March 31, 2020 and December 31, 2019. Total assets of our unconsolidated joint ventures were $416.5 million and $419.1 million at March 31, 2020 and December 31, 2019, respectively. The combined revenues of our unconsolidated joint ventures totaled $14.2 million and $15.1 million for the three months ended March 31, 2020 and 2019, 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 $58.1 million and $124.1 million at March 31, 2020 and 2019, respectively.

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 and may enter into derivative financial instruments such as interest rate swaps, from time to time, in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes.

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 and fair values (in thousands).



	Remainder of 2020			2021			2022			2023			2024			Thereafter			Face Value			Fair Value
Long-Term Debt:
Fixed rate secured debt	$	3,134		$	12,750		$	3,917		$	4,144		$	4,385		$	21,429		$	49,759		$	41,981
Weighted average interest rate	5.63		%	5.62		%	5.65		%	5.66		%	5.67		%	4.15		%	5.00		%
Variable rate secured debt	$	300		$	300		$	300		$	300		$	300		$	400		$	1,900		$	1,900
Weighted average interest rate	3.26		%	3.26		%	3.26		%	3.26		%	3.26		%	3.26		%	3.26		%
Fixed rate unsecured debt	$	—		$	—		$	300,000		$	250,000		$	300,000		$	2,075,000		$	2,925,000		$	2,885,815
Weighted average interest rate	N/A			N/A			3.93		%	3.72		%	3.90		%	3.46		%	3.58		%
Variable rate unsecured line of credit	$	—		$	—		$	—		$	200,000		$	—		$	—		$	200,000		$	200,000
Rate at March 31, 2020	N/A			N/A			N/A			1.81		%	N/A			N/A			1.81		%

As the above table incorporates only those exposures that existed at March 31, 2020, 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, will be affected by fluctuations in the LIBOR indices or applicable replacement rates 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, 2020, 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 2019 Annual Report. The risks and uncertainties described in our 2019 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. Significant additional risk factors that we face since our 2019 Annual Report are described below:

The full effects of the COVID-19 pandemic are highly uncertain and cannot be predicted.

An outbreak of COVID-19, a respiratory disease caused by a novel corona virus, has recently started spreading internationally, including in the United States where we operate. In March 2020, the World Health Organization declared the outbreak to be a pandemic, and the President of the United States declared it a national emergency. Globally, population movement and trade have been restricted. Within the United States, various state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. We do not yet know the duration of the pandemic or all of its future effects, but it has already had negative effects on global health and the world economy.

This economic impact has disrupted or affected substantially all of our tenant base in various ways and with varying magnitudes. We have held discussions with some of our tenants who have requested rent relief and they have expressed concern about their uncertain economic condition. We do not yet know the extent to which our tenants will be able to continue making their rent payments and whether our business interruption insurance would cover lost payments.

We also have limited our new development activities to fully leased build-to-suit projects in light of the pandemic, and stay-at-home orders could further restrict our ability to continue new developments. The extent to which these developments and others caused by COVID-19 affect our business will depend on future developments, including the duration and severity of the COVID-19 pandemic, the length of time it takes for normal economic and operating conditions to resume, additional governmental actions that may be taken and/or extensions of time for restrictions that have been imposed to date, and numerous other uncertainties which we cannot predict at this time.

A prolonged COVID-19 outbreak could negatively impact our operations and financial condition.

Should the major public health issues caused by the COVID-19 outbreak persist for an extended period of time, we could be adversely affected by actions limiting trade and population movement, the movement of goods through the supply chain, and other impacts to business and consumer demand that may diminish the demand and rents for our properties. To date, we have received requests for deferrals of rent payments from certain of our tenants who have experienced financial difficulties as a result of the COVID-19 outbreak. In the event of the default or insolvency of a significant number of our tenants, we may experience a substantial loss of rental revenue and/or delays in collecting rent and incur substantial costs in enforcing our rights as landlord. If a tenant files for bankruptcy protection, a court could allow the tenant to reject and terminate its lease with us.

As a result, our financial condition, results of operations and distributable cash flow would be adversely affected if a significant number of our tenants became unable to meet their obligations to us, became insolvent or declared bankruptcy, and if we are unable to promptly renew the leases or relet the space, or if the rental rates upon such renewal or reletting are significantly lower than current rates.

Our stock price could be negatively impacted by COVID-19.

The COVID-19 outbreak has resulted in significant market volatility, including large swings in global stock prices that have adversely affected trade and global and local economies. These conditions may worsen in future periods and negatively impact our share price.

COVID-19 could adversely affect our ability to finance our operations.

The outbreak has also adversely impacted financial institutions which could, in future periods, negatively impact their willingness to extend credit or result in adverse changes to the terms at which credit is extended. These potential risks could negatively impact our future ability to access capital, which would negatively impact our liquidity and our ability to execute our strategic plans.

The ability of our employees to work may be adversely impacted by COVID-19.

Our workforce, including key employees, could be adversely impacted by the outbreak in future periods. Such impacts could, among other things, negatively affect (i) the operation of our properties, (ii) the timeliness of our strategic decision making, (iii) the operation of an effective cyber security function, (iv) the operation of our key information systems, (v) our ability to make timely filings with the SEC and (vi) our ability to maintain an effective control environment.

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 29, 2020, 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 $300.0 million of the General Partner's common shares, $750.0 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, 2020.

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			Fifth Amended and Restated Bylaws of the General Partner (filed as Exhibit 3.1 to the General Partner's Current Report on Form 8-K as filed with the SEC on October 26, 2017, 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).

3.4 (vi)			Fifth 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 October 25, 2018, and incorporated herein by this reference).

4.1			Seventeenth Supplemental Indenture, dated as of February 21, 2020, by and between the Operating Partnership and the Bank of New York Mellon Trust Company, N.A. (as successor to J.P.Morgan Trust Company, National Association), as trustee, including the form of global note evidencing the 3.050% Senior Notes Due 2050 (filed as Exhibit 4.1 to the combined Current Report on Form 8-K of the General Partner and the Partnership as filed with the SEC on February 21, 2020, and incorporated herein by this reference).

10.1			Form of LTIP Unit Award Agreement.#*

10.2			Form of Annual Restricted Stock Unit Award Certificate for directors under the General Partner's 2015 Long-Term Incentive Plan.#*

10.3			Form of Restricted Stock Unit Award under the General Partner's 2015 Long-Term Incentive Plan. #*

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

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

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.Def			Definition Linkbase Document

101.Pre			Presentation Linkbase Document

101.Lab			Labels Linkbase Document

101.Cal			Calculation Linkbase Document

101.Sch			Schema Document

101.Ins			Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

104			Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)



#	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.

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
		Chairman and Chief Executive Officer

		/s/ Mark A. Denien
		Mark A. Denien
		Executive Vice President and Chief Financial Officer




		DUKE REALTY LIMITED PARTNERSHIP
		By: DUKE REALTY CORPORATION, its general partner

		/s/ James B. Connor
		James B. Connor
		Chairman and Chief Executive Officer of the General Partner

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


Date:	May 1, 2020

EXHIBIT 10.1 FORM OF DUKE REALTY CORPORATION LTIP UNIT AWARD AGREEMENT Name of Participant: No. of LTIP Units Awarded: X,XXX Grant Date: 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”) 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 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. Upon the close of business on the Grant Date pursuant to this LTIP Unit Award Agreement (this “Agreement”), the Participant shall receive the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein, in the Plan and in the LP Agreement. Unless otherwise indicated, capitalized terms used herein but not 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. 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 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, as set forth in the LP Agreement, subject, however, to the restrictions and conditions specified in Section 2 below. 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 of Award LTIP Units. Except as otherwise provided in Section 4 below, the Award LTIP Units shall become vested on the Vesting Date or Dates specified in the following schedule so long as the Participant remains an employee of the Employer on such Dates. If a series of Vesting Dates is specified, then the Award LTIP Units shall become vested only with respect to the number of Award LTIP Units specified as vested on each such date. There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods between each Vesting Date. Continuous Status as a Number of Units Cumulative Percent of Participant After Grant Date Vesting Per Year Units Vested Less than 1 Year 0 0% 1 Year X 33 1/3% 2 Years X 66 2/3% 3 Years X 100% Total Vesting X In the event of the occurrence of a Change in Control, all outstanding Award LTIP Units shall become fully vested if the Award LTIP Units are not equitably converted or substituted by the surviving Corporation. 3. Distributions. Distributions on the Award LTIP Units shall be paid to the Participant to the extent provided for in the LP Agreement. 4. Termination of Employment. (a) Death or Disability. If the Participant’s employment with the Employer shall terminate by reason of death or Disability prior to the satisfaction of the vesting conditions set forth in Section 2 above, any Award LTIP Units that have not vested as of such date shall automatically and without notice become fully vested. (b) Termination of Employment by the Employer Without Cause or by the Participant for Good Reason Within One Year Following the Occurrence of a Change in Control. If the Participant’s employment with the Employer shall be terminated by the Employer for any reason other than Cause, or the Participant shall resign his or her employment for Good Reason, in either case within one year following the occurrence of a Change in Control, all the Participant’s unvested Award LTIP Units shall become vested on the date of such termination. 2

(c) Termination of Employment by Reason of Retirement. (i) If the Participant’s employment terminates by reason of Retirement, then, subject to subsection (c)(ii) below, any unvested Award LTIP Units shall continue to vest pursuant to the schedule in Section 2 above. (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 60th 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 with the Company and breaches such agreement, any outstanding Award LTIP Units and restricted stock units awarded under the 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. (d) Other Termination of Employment. If the Participant’s employment with the Employer terminates for any reason other than those described in subsection (a), (b) or (c) above, any Award LTIP Units held by the Participant that have not vested as of such date shall automatically and without notice terminate and be terminated 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 such unvested Award LTIP Units. The Participant shall retain his or her right to any Award LTIP Units that have vested prior to the date of termination of employment. 5. Changes in Capitalization. Without duplication with the provisions of Article 15 of the 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 the judgment of the Committee necessitates action by way of adjusting the terms of this Agreement, then and in that event, the Committee shall take such action as shall be necessary 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, adjustments in the number of Award LTIP Units then subject to this Agreement and substitution of other awards under the Plan or otherwise. 6. Incorporation of Plan; Interpretation by Committee. This Agreement is subject to the terms, conditions, limitations and definitions contained in the Plan, to the extent not inconsistent with the terms of this Agreement. In the event of any discrepancy or inconsistency 3

between this Agreement and the Plan, the terms and conditions of this Agreement shall control. The Committee may make such rules and regulations and establish such procedures for the administration of this Agreement, which are consistent with the terms of this Agreement, as it deems appropriate. 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 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. (e) “Termination for Cause” means the Participant’s termination of employment with the Employer for Cause (as defined in the Plan) or by reason of the Participant’s (i) violation of material Company or Affiliate policies or (ii) breach of non- competition, confidentiality or other restrictive covenants that may apply to the Participant. 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 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 4

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 8 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 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. 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. 13. 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, 5

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. 14. 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. 15. 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 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. 16. 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. 17. 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. 18. 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. 6

19. 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). 20. 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. 21. 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. 22. Notices. Notices hereunder shall be mailed or delivered to the Company addressed to Duke Realty Corporation, 8711 River Crossing Boulevard, Indianapolis, IN 46240, Attention: General Counsel, and shall be mailed or delivered to the Participant at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 23. 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. 24. 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. 25. 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. 26. 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 7

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. 27. 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. (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 PARTICIPANT By: ________________________________ Name: Name: Title: DUKE REALTY LIMITED PARTNERSHIP By: DUKE REALTY CORPORATION, its General Partner By: Name: Title: 8

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: 9

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 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 10

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 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, 11

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). (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. 12

(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. 13

EXHIBIT 10.2 RESTRICTED STOCK UNIT AWARD CERTIFICATE for Non-Employee Directors Non-transferable GRANT TO Name (“Participant”) by Duke Realty Corporation (the “Company”) of X,XXX restricted stock units convertible into shares of its common stock, par value $0.01 (the “Units") pursuant to and subject to the provisions of the Duke Realty Corporation 2015 Non-Employee Directors Compensation Plan, (the “Directors Compensation Plan”), which is operated as a subplan of the Duke Realty Corporation 2015 Long-Term Incentive Plan (the “Incentive Plan” and, together with the Directors Compensation Plan, the “Plans”), and to the terms and conditions set forth on the following page. Unless vesting is accelerated in accordance with the Plans, the Units shall vest (become non-forfeitable) in accordance with the following schedule: Continuous Status as a Number of Participant Units Vesting Percent of Units after Grant Date Per Year Vested Less than 1 Year 0 0% 1 Year X,XXX 100% IN WITNESS WHEREOF, Duke Realty Corporation has caused this Certificate to be executed as of the Grant Date, as indicated below. DUKE REALTY CORPORATION ACCEPTED BY PARTICIPANT: By: __________________________________ [Name] Name [Title] __________________________________ Date Grant Date:

TERMS AND CONDITIONS DEFINITIONS: termination and the Units will be reconveyed to the Company without Capitalized terms used herein and not otherwise defined shall have the further consideration or any act or action by Participant. If Section 409A meanings assigned to such terms in the Incentive Plan. Without limiting the of the Code is determined to apply to this Award, any reference herein to foregoing, the following terms shall have the following meanings for Participant’s termination of service shall be interpreted to mean purposes of this award certificate (“Certificate”): Participant’s “separation from service” as defined in Code section 409A and Treasury regulations and guidance with respect to such law. (a) “Director Retirement” means retirement of the director on or after attaining the age of 55. Notwithstanding the foregoing, 3. Conversion to Stock. Unless the Units are forfeited prior to the RSU retirement of a Non-Employee Director shall not be deemed to have Vesting Date as provided in Paragraph 2, or deferred as provided in occurred unless it constitutes a “separation from service” within the Paragraph 4, the Units will be converted to actual shares of Stock on the meaning of Section 409A of the Code, without giving effect to any later of (i) the RSU Vesting Date, or (ii) if required by Code Section 409A and Treasury regulations and guidance with respect to such law, the six- elective provisions that may be available under such definition. month anniversary of Participant’s separation from service (the “Conversion Date”), and stock certificates evidencing the conversion of Units into shares of Stock will be registered on the books of the Company RESTRICTED STOCK UNITS: in Participant’s name as of the Conversion Date and delivered to Participant as soon as practical thereafter. 1. Grant of Units. The Company hereby grants to Participant, subject to the restrictions and the terms and conditions set forth in the Incentive Plan and 4. Deferral Election. If permitted by the Committee, Participant may elect in this Certificate, the number of restricted stock units indicated on page 1 with respect to any or all of the Units to defer delivery of the shares of Stock hereof (the “Units”) which represent the right to receive an equal number that would otherwise be due on the original Conversion Date until a of Shares of the Company’s Stock on the terms set forth in this Certificate. designated later time. If such deferral election is permitted, the Committee shall, in its sole discretion, establish the rules and procedures for such 2. Vesting of Units. The Units have been credited to a bookkeeping account payment deferrals in compliance with Section 409A of the Code and on behalf of Participant. The Units will vest and become non-forfeitable on Treasury regulations and guidance with respect to such law. the earliest to occur of the following (the “RSU Vesting Date”): 5. Dividend Equivalents. If and when dividends or other distributions are (a) as to the number of the Units specified on page 1 hereof, on the paid with respect to the Stock while the Units are outstanding, the dollar respective anniversaries of the Grant Date specified on page 1 amount or fair market value of such dividends or distributions with respect hereof, or to the number of shares of Stock then underlying the Units shall be (b) the termination of Grantee’s service as a director of the Company converted into additional Units in Participant’s name, based on the Fair due to death, Director Disability, or Director Retirement, or Market Value of the Stock as of the date such dividends or distributions (c) the occurrence of a Change in Control. were payable. Such additional Units acquired upon the reinvestment of dividends or distributions shall be immediately vested when credited to If Participant’s service as a director terminates prior to the Vesting Date for Participant’s account, but will be converted to actual shares of Stock on the any reason other than as described in (b) or (c) above, Participant shall earlier of: (i) the same date as the original Units with respect to which they forfeit all right, title and interest in and to the Units as of the date of such - 2 -

TERMS AND CONDITIONS were credited are converted to Stock, or (ii) if such original Units fail to interfere with or limit in any way the right of the Company or any Affiliate vest and are therefore forfeited, as soon as practical after the date on which to terminate Participant’s service at any time, nor confer upon Participant the original Units were forfeited (or six months after Participant’s any right to continue in the service of the Company or any Affiliate. separation from service if necessary to comply with Section 409A of the Code). Upon conversion of the Units into shares of Stock, Participant will 9. Amendment. The Committee may amend, modify or terminate this obtain full voting and other rights as a stockholder of the Company. Certificate without approval of Participant; provided, however, that such amendment, modification or termination shall not, without Participant’s consent, reduce or diminish the value of this Award. Notwithstanding GENERAL PROVISIONS: anything herein to the contrary, the Committee may, without Participant’s consent, amend or interpret this Certificate to the extent necessary to comply with Section 409A of the Code and Treasury regulations and 6. Changes in Capital Structure. The provisions of Article 15 of the guidance with respect to such law. Incentive Plan shall apply to these Awards and are incorporated herein by reference. Without limiting the foregoing, in the event the Stock shall be 10. Compensation Recoupment Policy. This Award shall be subject to any changed into or exchanged for a different number or class of shares of stock compensation recoupment policy of the Company that is applicable by its or securities of the Company or of another company, whether through terms to Participant and to Awards of this type. reorganization, recapitalization, statutory share exchange, reclassification, stock split-up, combination of shares, merger or consolidation, or 11. Incentive Plan Controls. The terms contained in the Incentive Plan are otherwise, there shall be substituted for each share of Stock then underlying incorporated into and made a part of this Certificate and this Certificate the Awards subject to this certificate the number and class of shares into shall be governed by and construed in accordance with the Incentive Plan. which each outstanding share of Stock shall be so exchanged. In the event of any actual or alleged conflict between the provisions of the Incentive Plan and the provisions of this Certificate, the provisions of the 7. Restrictions on Transfer and Pledge. No right or interest of Participant in Incentive Plan shall be controlling and determinative. these Awards may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to 12. Successors. This Certificate shall be binding upon any successor of the any lien, obligation, or liability of Participant to any other party other than Company, in accordance with the terms of this Certificate and the Incentive the Company or an Affiliate. The Awards are not assignable or transferable Plan. by Participant other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 13. Severability. If any one or more of the provisions contained in this 414(p)(1)(A) of the Code if such Section applied to an Award under the Certificate is invalid, illegal or unenforceable, the other provisions of this Incentive Plan. Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 8. Limitation of Rights. The Awards do not confer to Participant or Participant’s beneficiary any rights of a shareholder of the Company unless 14. Notice. Notices and communications under this Certificate must be in and until Shares are in fact issued to such person in connection with the writing and either personally delivered or sent by registered or certified exercise or conversion of the Awards. Nothing in this Certificate shall United States mail, return receipt requested, postage prepaid. Notices to the - 3 -

TERMS AND CONDITIONS Company must be addressed to Duke Realty Corporation, 8711 River Crossing Boulevard, Indianapolis, IN 46240; Attn: General Counsel, or any other address designated by the Company in a written notice to Participant. Notices to Participant will be directed to the address of Participant then currently on file with the Company, or at any other address given by Participant in a written notice to the Company. - 4 -

EXHIBIT 10.3 AWARD CERTIFICATE NON-TRANSFERABLE GRANT TO Name (“Participant”) of the following award pursuant to and subject to the provisions of the Duke Realty Corporation 2015 Long-Term Incentive Plan (the “Incentive Plan”) and to the terms and conditions set forth herein. RESTRICTED STOCK UNITS X,XXX restricted stock units convertible into shares of common stock, par value $0.01, of the Company (the “Units") pursuant to and subject to the provisions of the Incentive Plan and to the terms and conditions set forth herein. Unless vesting is accelerated in accordance with the Incentive Plan, the Units shall vest (become non-forfeitable) in accordance with the following schedule: Continuous Status as a Number of Participant Units Vesting Percent of after Grant Date Per Year Units Vested Less than 1 Year 0 0% 1 Year X,XXX 33 1/3% 2 Years X,XXX 33 1/3% 3 Years X,XXX 33 1/3% Total Vesting X,XXX IN WITNESS WHEREOF, Duke Realty Corporation has caused this Certificate to be executed as of the Grant Date, as indicated below. DUKE REALTY CORPORATION ACCEPTED BY PARTICIPANT: By: ____________________________ ________________________________ [Name] Name [Title] ________________________________ Date Grant Date:

DEFINITIONS: hereof (the “Units”) which represent the right to receive an equal number Capitalized terms used herein and not otherwise defined shall have the of Shares of the Company’s Stock on the terms set forth in this Certificate. meanings assigned to such terms in the Incentive Plan. Without limiting the foregoing, the following terms shall have the following meanings for 2. Vesting of Units. The Units have been credited to a bookkeeping account purposes of this award certificate (“Certificate”): on behalf of Participant. The Units will vest and become non-forfeitable on the earliest to occur of the following (the “RSU Vesting Date”): (a) “Retirement” means Participant’s termination of employment with the Company or an Affiliate, other than a Termination for Cause, on or after (a) as to the number of the Units specified on page 1 hereof, on the Participant attains the age of 55 years provided that, as of the date of respective anniversaries of the Grant Date specified on page 1 hereof, or termination, the sum of the number of whole years of Participant’s employment with the Company or an Affiliate plus Participant’s age totals (b) the termination of Participant’s employment from the Company or at least 65 years. any Affiliate due to death or Disability, or (b) “Termination for Cause” means Participant’s termination of (c) the termination of Participant’s employment from the Company or employment with the Company or an Affiliate for Cause (as defined in the any Affiliate without Cause (or Participant’s Resignation for Good Reason) Incentive Plan) or by reason of Participant’s (i) violation of material within one year following the occurrence of a Change in Control, or Company or Affiliate policies or (ii) breach of non-competition, confidentiality or other restrictive covenants that may apply to Participant. (d) the occurrence of a Change in Control, if this Award is not equitably converted or substituted by the Surviving Corporation. (c) “Resignation for Good Reason” after a Change in Control means, without Participant’s prior written consent: (i) a forced move to a location If Participant’s employment terminates prior to the RSU Vesting Date for more than 60 miles from Participant’s place of business immediately prior any reason other than Section 2(b), (c) or (d) above or Retirement (or in the to the Change in Control; or (ii) a material reduction in Participant’s base event Participant is given notice of Termination for Cause on or prior to the salary and/or annual incentive bonus target as compared to that in effect RSU Vesting Date), Participant shall forfeit all right, title and interest in immediately prior to the Change in Control. Participant may not resign for and to the Units as of the date of such termination (or as of the date of receipt Good Reason without providing the employer written notice of the grounds of such notice of Termination for Cause, if applicable) and the Units will that Participant believes constitute Good Reason and giving the employer be reconveyed to the Company without further consideration or any act or at least 30 days after such notice to cure and remedy the claimed event of action by Participant. If Participant’s employment terminates by reason of Good Reason. Retirement prior to the RSU Vesting Date, then, subject to Paragraph 7 below, the Units shall continue to vest in accordance with the schedule RESTRICTED STOCK UNITS: shown on page 1 of this Certificate on the same basis as if no termination of service with the Company had occurred. If Section 409A of the Code is 1. Grant of Units. The Company hereby grants to Participant, subject to the determined to apply to this Award, any reference herein to Participant’s restrictions and the terms and conditions set forth in the Incentive Plan and “termination of employment” shall be interpreted to mean Participant’s in this Certificate, the number of restricted stock units indicated on page 1 “separation from service” as defined in Code Section 409A and Treasury regulations and guidance with respect to such law. - 2 -

Participant shall forfeit all right, title and interest in and to such dividend- 3. Conversion to Stock. Unless the Units are forfeited prior to the RSU equivalent Units as of the date of receipt of such notice of Termination for Vesting Date as provided in Paragraph 2, or deferred as provided in Cause, and such Units will be reconveyed to the Company without further Paragraph 4, the Units will be converted to actual shares of Stock on the consideration or any act or action by Participant. Upon conversion of the later of (i) the RSU Vesting Date, or (ii) if required by Code Section 409A Units into shares of Stock, Participant will obtain full voting and other rights and Treasury regulations and guidance with respect to such law, the six- as a stockholder of the Company. month anniversary of Participant’s separation from service (the “Conversion Date”), and stock certificates evidencing the conversion of 6. Payment of Taxes. Participant will, no later than the date as of which Units into shares of Stock will be registered on the books of the Company any amount related to the Units first becomes includable in Participant’s in Participant’s name as of the Conversion Date and delivered to Participant gross income for federal income tax purposes, pay to the Company, or make as soon as practical thereafter. other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind (including Participant’s FICA 4. Deferral Election. If permitted by the Committee, Participant may elect obligation) required by law to be withheld with respect to such amount. with respect to any or all of the Units to defer delivery of the shares of Stock Without limiting the foregoing, the Company may permit or require that that would otherwise be due on the original Conversion Date until a any such withholding requirement be satisfied, in whole or in part, by designated later time. If such deferral election is permitted, the Committee having the Company withhold from the Units upon settlement a number of shall, in its sole discretion, establish the rules and procedures for such shares of Stock having a Fair Market Value on the date of withholding, payment deferrals in compliance with Section 409A of the Code and equal to the minimum amount (and not any greater amount) required to be Treasury regulations and guidance with respect to such law. withheld for tax purposes, all in accordance with such procedures as the Secretary establishes. The obligations of the Company under this 5. Dividend Equivalents. If and when dividends or other distributions are Certificate will be conditional on such payment or arrangements, and the paid with respect to the Stock while the Units are outstanding, the dollar Company and, where applicable, its Affiliates, will, to the extent permitted amount or fair market value of such dividends or distributions with respect by law, have the right to deduct any such taxes from any payment of any to the number of shares of Stock then underlying the Units shall be kind otherwise due to Participant. converted into additional Units in Participant’s name, based on the Fair Market Value of the Stock as of the date such dividends or distributions GENERAL PROVISIONS: were payable. Such additional Units acquired upon the reinvestment of dividends or distributions shall be immediately vested when credited to 7. Special Rules Regarding Retirement. As consideration for the extended Participant’s account, but will be converted to actual shares of Stock on the vesting or exercise period of the Awards as a result of Participant’s earlier of: (i) the same date as the original Units with respect to which they Retirement, and provided that Participant has not previously entered into a were credited are converted to Stock, or (ii) if such original Units fail to non-competition agreement with the Company, Participant shall enter into vest and are therefore forfeited, as soon as practical after the date on which a non-competition agreement with the Company at the time of Participant’s the original Units were forfeited (or six months after Participant’s Retirement if requested by the Committee or the Chief Executive Officer separation from service if necessary to comply with Section 409A of the within 60 days following the date of Retirement, in such form as shall be Code). Notwithstanding the foregoing sentence, in the event Participant is reasonably determined by the Committee. In the event that Participant given notice of Termination for Cause on or prior to the conversion date, refuses to enter into such non-competition agreement, then all of the - 3 -

Awards, that were not vested as of the date immediately preceding the date to terminate Participant’s service at any time, nor confer upon Participant of Participant’s Retirement shall expire on the earlier of (i) the time of such any right to continue in the service of the Company or any Affiliate. refusal, or (ii) 5:00 p.m., Eastern Time, on the 60th day following the date of Participant’s Retirement. In the event that Participant enters into or has 11. Amendment. The Committee may amend, modify or terminate this previously entered into and breaches a non-competition agreement, all of Certificate without approval of Participant; provided, however, that such the outstanding Awards under this award certificate and under any prior amendment, modification or termination shall not, without Participant’s award certificate for Units granted under the Incentive Plan that were not consent, reduce or diminish the value of this Award. Notwithstanding vested as of the date immediately preceding the date of Retirement shall anything herein to the contrary, the Committee may, without Participant’s expire immediately as of the time of such breach. consent, amend or interpret this Certificate to the extent necessary to comply with Section 409A of the Code and Treasury regulations and 8. Changes in Capital Structure. The provisions of Article 15 of the guidance with respect to such law. Incentive Plan shall apply to these Awards and are incorporated herein by reference. Without limiting the foregoing, in the event the Stock shall be 12. Compensation Recoupment Policy. This Award shall be subject to any changed into or exchanged for a different number or class of shares of stock compensation recoupment policy of the Company that is applicable by its or securities of the Company or of another company, whether through terms to Participant and to Awards of this type. reorganization, recapitalization, statutory share exchange, reclassification, stock split-up, combination of shares, merger or consolidation, or 13. Incentive Plan Controls. The terms contained in the Incentive Plan are otherwise, there shall be substituted for each share of Stock then underlying incorporated into and made a part of this Certificate and this Certificate the Awards subject to this certificate the number and class of shares into shall be governed by and construed in accordance with the Incentive Plan. which each outstanding share of Stock shall be so exchanged. In the event of any actual or alleged conflict between the provisions of the Incentive Plan and the provisions of this Certificate, the provisions of the 9. Restrictions on Transfer and Pledge. No right or interest of Participant in Incentive Plan shall be controlling and determinative. these Awards may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to 14. Successors. This Certificate shall be binding upon any successor of the any lien, obligation, or liability of Participant to any other party other than Company, in accordance with the terms of this Certificate and the Incentive the Company or an Affiliate. The Awards are not assignable or transferable Plan. by Participant other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 15. Severability. If any one or more of the provisions contained in this 414(p)(1)(A) of the Code if such Section applied to an Award under the Certificate is invalid, illegal or unenforceable, the other provisions of this Incentive Plan. Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included. 10. Limitation of Rights. The Awards do not confer to Participant or Participant’s beneficiary any rights of a shareholder of the Company unless 16. Notice. Notices and communications under this Certificate must be in and until Shares are in fact issued to such person in connection with the writing and either personally delivered or sent by registered or certified exercise or conversion of the Awards. Nothing in this Certificate shall United States mail, return receipt requested, postage prepaid. Notices to the interfere with or limit in any way the right of the Company or any Affiliate Company must be addressed to Duke Realty Corporation, 8711 River - 4 -

Crossing Blvd, Indianapolis, IN 46240; Attn: General Counsel, or any other address designated by the Company in a written notice to Participant. Notices to Participant will be directed to the address of Participant then currently on file with the Company, or at any other address given by Participant in a written notice to the Company. - 5 -

EXHIBIT 10.4 FORM OF AWARD CERTIFICATE Duke Realty Corporation 2010 Performance Share Plan Participant Name: Name Award Date: 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: $XX,XXX Fair Market Value of a Share on February 10, 2020: $XX.XX Target Number of Performance Shares: X,XXX 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 Average Annual Growth in AFFO per AFFO Payout Level Share for the Performance Period Percentage Superior Target Threshold Performance Annualized TSR Percentile Rank for TSR Payout Level the Performance Period 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 70th 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 each 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 Peer #11 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 five 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 45th percentile [5/11]. 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. Additionally, if, prior to the end of the Performance Period, a public announcement is made that states that any member of the Peer Group will cease to be traded on a nationally recognized stock exchange as a result of a capital transaction that will not close until after the end of the Performance Period, then such Peer shall be removed from the Peer Group and excluded from the percentile computations. 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 _______________________________________ __________________ Name Date COMPANY Duke Realty Corporation _____________________________________ __________________ By: [Name] Date [Title]

EXHIBIT 10.5 FORM OF DUKE REALTY CORPORATION 2010 PERFORMANCE SHARE PLAN LTIP UNIT AWARD AGREEMENT Name of the Participant: Performance Period: Target Value of Award on Grant Date: $XXX,XXX Fair Market Value of a Share on Grant Date: Target No. of LTIP Units Issued: XX,XXX Grant Date: 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.

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

Performance Annualized TSR Percentile Rank for TSR Payout Level the Performance Period 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 70th 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. (ii) 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. 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. (iii) 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 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. 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 or funds (“Peer Group”):

Peer #1 Peer #2 Peer #3 Peer #4 Peer #5 Peer #6 Peer #7 Peer #8 Peer #9 Peer #10 Peer #11 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 five 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 45th percentile [5/11]. In the event any members of the Peer Group cease to be traded on a nationally recognized stock exchange during the Performance Period, such Peer 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 Peer as the result of financial distress, the Annualized TSR performance of such company will be treated as underperforming the Company’s Annualized TSR. Additionally, if, prior to the end of the Performance Period, a public announcement is made that states that any member of the Peer Group will cease to be traded on a nationally recognized stock exchange as a result of a capital transaction that will not close until after the end of the Performance Period, then such Peer shall be removed from the Peer Group and excluded from the percentile computations. (iv) 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 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 60th 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. (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 Sections 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 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. 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: “Employer” means either the Company or any Affiliate that employs the Participant. “Redemption Right” is defined in Section 7.07(a) of the LP Agreement. “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 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.

“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 8 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 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 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, 8711 River Crossing Boulevard, Indianapolis, IN 46240, Attention: General Counsel, and shall be mailed or delivered to the Participant at the address on 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. (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:

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 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 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). (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.

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: May 1, 2020

/s/ James B. Connor

James B. Connor

Chairman 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: May 1, 2020

/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: May 1, 2020

/s/ James B. Connor

James B. Connor

Chairman 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: May 1, 2020

/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, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James B. Connor, Chairman and 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
Chairman and Chief Executive Officer
Date:	May 1, 2020

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, 2020 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:	May 1, 2020

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, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James B. Connor, Chairman and 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
Chairman and Chief Executive Officer of the General Partner
Date:	May 1, 2020

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, 2020 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:	May 1, 2020

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.