8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 12, 2004

DUKE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	1-9044	35-1740409
(State of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

600 East 96th Street

Suite 100

Indianapolis, IN 46240

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (317) 808-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 — Other Events

Item 8.01.              Other Events

                As previously reported, in October 2001, FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which became effective on January 1, 2002.  SFAS No. 144 requires us to report in discontinued operations the results of operations of a property that has either been disposed of for is classified as held for sale, unless certain conditions are met.  SFAS No. 144 further requires us to reclassify results of operations from a property disposed or held for sale as income from discontinued operations during all reported periods. The purpose of this Current Report on Form 8-K is to set forth audited consolidated statements of operations of Duke Realty Corporation for the years ended December 31, 2003, 2002, and 2001, including a revised note thereto, which reflect the impact of reclassifying results of operations from properties identified as held for sale subsequent to December 31, 2003 in accordance with SFAS No. 144.

                During the nine-month period ended September 30, 2004, we sold or held for sale thirty-six properties owned by us and not classified as assets held for sale as of December 31, 2003.  The results of operations from such properties have been reclassified as income from discontinued operations for the years ended December 31, 2003, 2002, and 2001 in the accompanying consolidated statements of operations.  There is no effect on the previously reported net income available for common shareholders.

                Management does not believe that this reclassification in accordance with SFAS No. 144 has a material effect on our selected consolidated financial data or management’s discussion and analysis of financial condition and results of operations for the years ended December 31, 2003, 2002, and 2001 as previously reported in our 2003 Annual Report on Form 10-K.

Section 9 — Financial Statements and Exhibits

Item 9.01.              Financial Statements and Exhibits

                (c)           Exhibits

Exhibit
Number	Description
12	Statement re: Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends
23	Consent of KPMG LLP
99.1	Report of Independent Registered Public Accounting Firm
99.2	Consolidated Statements of Operations, Years Ended December 31, 2003, 2002, and 2001

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 hereunto duly authorized.

DUKE REALTY CORPORATION

By:	/s/ Matthew A. Cohoat
	Matthew A. Cohoat
	Executive Vice President and Chief Financial
	Officer

Dated:  November 12, 2004

EX-12

Exhibit 12

Statement re: Calculation of Ratios of Earnings to

Combined Fixed Charges and Preferred Stock Dividends

(Dollars in thousands)

	NineMonths
	Ended				Year Ended			Year Ended			Year Ended					Year Ended					Year Ended
	September				December			December			December					December					December
	30, 2004				31, 2003			31, 2002			31, 2001					31, 2000					31, 1999
Net income from continuing operations less preferred dividends	$	94,411			$	144,455		$	156,582		$		218,320			$		206,475			$		139,636
Preferred dividends	24,321				37,321			45,053			52,442					48,981					42,604
Earnings from land and depreciated property dispositions	(8,940			)	(15,752		)	(7,292		)	(45,708				)	(60,692				)	(10,012				)
Operating Partnership minority interest	9,970				15,656			17,088			30,460					31,096					19,811
Interest expense	99,755				126,039			111,730			106,575					124,154					86,757
Earnings before fixed charges	$		219,517		$	307,719		$	323,161		$		362,089			$		350,014			$		278,796
Interest expense	$		99,755		$	126,039		$	111,730		$		106,575			$		124,154			$		86,757
Interest costs capitalized	4,381				6,734			13,529			25,859					32,980					26,017
Total fixed charges	$		104,136		$	132,773		$	125,259		$			132,434		$		157,134			$		112,774
Preferred dividends	$		24,321		$	37,321		$	45,053		$	52,442				$		48,981			$		42,604
Total fixed charges and preferred Dividends	$		128,457		$	170,094		$	170,312		$	184,876					$		206,115			$		155,378
Ratio of Earnings to Fixed Charges	2.11				2.32			2.58			2.73					2.23					2.47
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends	1.71				1.81			1.90			1.96					1.70					1.79

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Duke Realty Corporation:

We consent to incorporation by reference in the registration statements No. 333-62381, No. 33-64659, No. 333-24289, No. 333-66919, No. 333-50081, No. 333-26833, No. 333-82063, No. 333-85009, No. 333-35008, No. 333-39498, No. 333-44858, No. 333-51344, No. 333-59138, No. 333-108556, No. 333-108557, No. 333-70678 on Form S-3, No. 333-77645 on Form S-4 and No. 33-55727, No. 333-39965, No. 333-82061, No. 333-35162, No. 333-59508, No. 333-42513 and No. 333-113907 on Form S-8 of Duke Realty Corporation of our report dated January 28, 2004, except as to note 15, which is as of November 12, 2004, relating to the consolidated balance sheets of Duke Realty Corporation and Subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2003, and the related financial statement schedule III.

KPMG LLP

Indianapolis, Indiana

November 12, 2004

EX-99.1

Exhibit 99.1

Report of Independent Registered Public Accounting Firm

The Shareholders and Directors of
Duke Realty Corporation:

We have audited the consolidated balance sheets of Duke Realty Corporation and Subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, cash flows and shareholders’ equity for each of the years in the three-year period ended December 31, 2003. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III. These consolidated financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Duke Realty Corporation and Subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2003, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

KPMG LLP

Indianapolis, Indiana

January 28, 2004, except as to note 15, which is as of November 12, 2004

EX-99.2

Exhibit 99.2

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended December 31,

(in thousands, except per share amounts)

	2003			2002			2001
RENTAL OPERATIONS:
Revenues:
Rental income from continuing operations	$	691,971		$	655,366		$	653,213
Equity in earnings of unconsolidated companies	23,688			27,180			31,391
	715,659			682,546			684,604
Operating Expenses:
Rental expenses	141,848			122,934			116,860
Real estate taxes	77,548			70,146			66,980
Interest expense	126,039			111,730			106,575
Depreciation and amortization	188,624			166,670			149,972
	534,059			471,480			440,387
Earnings from continuing rental operations	181,600			211,066			244,217
SERVICE OPERATIONS:
Revenues:
General contractor gross revenue	286,689			194,439			264,455
General contractor costs	(259,930		)	(172,559		)	(229,845		)
Net general contractor revenue	26,759			21,880			34,610
Property management, maintenance and leasing fees	14,731			14,301			22,824
Construction management and development activity income	15,486			29,428			19,142
Other income	2,480			2,971			3,883
Total revenue	59,456			68,580			80,459
Operating expenses	37,635			38,310			45,344
Earnings from service operations	21,821			30,270			35,115
General and administrative expense	(22,130		)	(25,294		)	(15,509		)
Operating income	181,291			216,042			263,823

OTHER INCOME (EXPENSE):
Interest income	3,613				3,860			5,092
Earnings from sale of land and depreciable property dispositions, net of impairment adjustment	15,752				7,292			45,708
Other revenue (expense)	(734			)	182			(2,582		)
Other minority interest in earnings of subsidiaries	(586			)	(1,093		)	(2,411		)
Minority interest in earnings of common unitholders	(15,656			)	(17,088		)	(30,460		)
Minority interest in earnings of preferred unitholders	(1,904			)	(7,560		)	(8,408		)
Income from continuing operations	181,776				201,635			270,762
Discontinued operations:
Net income from discontinued operations, net of minority interest	5,704				9,988			11,961
Gain (loss) on sale of discontinued operations, net of impairment adjustment and minority interest	11,752				(4,456		)	—
Income from discontinued operations	17,456				5,532			11,961
Net income	199,232				207,167			282,723
Dividends on preferred shares	(37,321			)	(45,053		)	(52,442		)
Adjustment for redemption of preferred stock	—				(8,145		)	(2,538		)
Net income available for common shareholders	$	161,911			$	153,969		$	227,743
Basic net income per common share:
Continuing operations	$		1.06		$	1.11		$	1.67
Discontinued operations	$		0.13		$	0.04		$	0.09
Total	$		1.19		$	1.15		$	1.76
Diluted net income per common share:
Continuing operations	$		1.06		$	1.10		$	1.65
Discontinued operations	$		0.13		0.04			$	0.09
Total	$		1.19		$	1.14		$	1.74
Weighted average number of common shares outstanding	135,595				133,981			129,660
Weighted average number of common and dilutive potential common shares	151,141				150,839			151,710

See accompanying Notes to Consolidated Financial Statements.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

(15)  Discontinued Operations

During the period January 1, 2004 through September 30, 2004 we sold or held for sale thirty-six properties owned by us and not classified as assets held for sale as of December 31, 2003.  The results of operations from such properties have been reclassified as income from discontinued operations for the years ended December 31, 2003, 2002, and 2001 in the consolidated statements of operations.  The effect of these reclassifications resulted in an increase to income from discontinued operations for the year ended December 31, 2003 of $3.1 million.  For the year ended December 31, 2002, these reclassifications resulted in an increase of $436,000, which included a $4.4 million reclass of an impairment charge, net of minority interest. For 2001, these reclassifications resulted in an increase of $5.8 million.

In addition, the reclassifications of the operations of these additional thirty-six properties to discontinued operations resulted in the following restated Statement of Operations:

	2003				2002				2001
Statement of Operations:
Revenues	$		27,246		$	35,161			$		38,745
Expenses:
Operating	7,811				8,457				8,264
Interest	5,467				6,553				7,255
Depreciation and Amortization	7,610				8,951				9,742
General and Administrative	38				60				50
Operating Income	6,320				11,140				13,434
Other Income	2				(1			)	216
Minority interest expense — operating & other income	(618			)	(1,151			)	(1,689			)
Income from discontinued operations, before gain on sale	5,704				9,988				11,961
Gain (loss) on sale of property, net of impairment adjustment	13,024				(4,969			)	—
Minority interest expense — gain on sales	(1,272			)	513				—
Income from discontinued operations	$	17,456			$		5,532		$	11,961

Further, the reclassifications of the operations of these additional thirty-six properties to discontinued operations resulted in the following restated segment disclosures:

	2003		2002		2001
Revenues
Rental Operations:
Office	$	420,481	$	394,345	$	373,698
Industrial	261,871		252,395		259,628
Retail	5,863		4,733		16,125
Service Operations	59,456		68,580		80,459
Total Segment Revenues	747,671		720,053		729,910
Non-Segment Revenue	27,444		31,073		35,153
Consolidated Revenue from continuing operations	775,115		751,126		765,063
Discontinued Operations	27,246		36,436		38,745
Consolidated Revenue	$	802,361	$	787,562	$	803,808

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements — (Continued)

	2003			2002			2001
Funds From Operations
Rental Operations:
Office	$	273,083		$	263,276		$	252,982
Industrial	196,626			195,432			204,413
Retail	4,929			4,128			13,293
Services Operations	21,821			30,270			35,115
Total Segment FFO	496,459			493,106			505,803
Non-Segment FFO:
Interest expense	(126,039		)	(111,730		)	(106,575		)
Interest income	3,613			3,860			5,092
General and administrative expense	(22,130		)	(25,294		)	(15,509		)
Gain on land sales	7,135			4,478			5,080
Impairment charges on depreciable property	(500		)	(9,379		)	(4,800		)
Other expenses	(2,796		)	(368		)	(3,899		)
Minority interest in earnings of subsidiaries	(586		)	(1,093		)	(2,411		)
Minority interest in earnings of common unitholders	(15,656		)	(17,088		)	(30,460		)
Minority interest in earnings of preferred unitholders	(1,904		)	(7,560		)	(8,408		)
Minority interest share of FFO adjustments	(18,854		)	(19,353		)	(15,891		)
Joint Venture FFO	42,526			44,778			45,570
Dividends on preferred shares	(37,321		)	(45,053		)	(52,442		)
Adjustment for redemption of preferred stock	—			(8,145		)	(2,538		)
Discontinued operations, net of minority interest	12,042			20,727			21,703
Consolidated FFO	335,989			321,886			340,315
Depreciation and amortization on continuing operations	(188,624		)	(166,670		)	(149,972		)
Depreciation and amortization on discontinued operations	(7,610		)	(8,951		)	(9,742		)
Share of joint venture adjustments	(18,839		)	(17,598		)	(14,177		)
Earnings from sale of depreciated property and ownership interests in unconsolidated companies in continuing operations	9,117			12,193			45,428
Earnings (loss) from sale of depreciated property in discontinued operations	13,024			(6,244		)	—
Minority interest share of adjustments	18,854			19,353			15,891
Net income available for common shareholders	$	161,911		$	153,969		$	227,743