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): July 22, 2009

DUKE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Indiana	1-9044	35-1740409
(State of Incorporation)	(Commission File Number)	(IRS Employer 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:

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

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

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

¨ Pre-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

Duke Realty Corporation (the “Company”) expects to file a shelf registration statement on Form S-3 to register securities during July 2009. In connection with the expected filing, the Company has adjusted its consolidated financial statements and notes that were previously filed in its 2008 Annual Report on Form 10-K in order to reclassify the operations of certain properties sold subsequent to December 31, 2008 into discontinued operations as well as to retroactively apply certain new accounting standards that were adopted on January 1, 2009.

Statement of Financial Accounting Standard (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”) requires the Company to report in discontinued operations the results of operations of a property that has either been disposed of or is classified as held for sale, unless certain conditions are met. SFAS 144 further requires the Company to reclassify results of operations from a property disposed or designated as 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 financial statements of the Company for the years ended December 31, 2008, 2007 and 2006, including revised notes thereto, which reflect the impact of reclassifying results of operations from properties identified as held for sale subsequent to December 31, 2008 in accordance with SFAS 144.

During the three-month period ended March 31, 2009, the Company sold two properties it owned that were not classified as assets held for sale as of December 31, 2008. The results of operations from such properties have been reclassified as discontinued operations for the years ended December 31, 2008, 2007 and 2006 in the accompanying consolidated financial statements and notes to consolidated financial statements. There is no effect on the previously reported net income attributable to common shareholders for this reclassification.

On January 1, 2009, the Company adopted FSP APB 14-1, Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”). FSP APB 14-1 requires separate accounting for the debt and equity components of certain convertible instruments. The Duke Realty Limited Partnership 3.75% Exchangeable Senior Notes (“Exchangeable Notes”), issued in November 2006, are subject to the accounting changes required by FSP APB 14-1. The new accounting treatment has been retroactively applied to prior periods as required by FSP APB 14-1, resulting in changes to the previously reported balances in unsecured notes, additional paid-in capital, distributions in excess of net income, and noncontrolling interest on the December 31, 2008 and December 31, 2007 consolidated balance sheets and to the previously reported interest expense and net (income) loss attributed to noncontrolling interests on the consolidated statements of operations for the years ended December 31, 2008, 2007 and 2006.

On January 1, 2009, the Company adopted SFAS No. 160, Noncontrolling Interests in the Consolidated Financial Statements – an amendment to ARB No. 51 (“SFAS 160”). SFAS 160 requires noncontrolling interests (previously referred to as minority interests) to be reported as a component of total equity, which changes the presentation of the noncontrolling interest in the December 31, 2008 and December 31, 2007 consolidated balance sheets and statements of operations, for the years ended December 31, 2008, 2007 and 2006, from what was previously reported.

During the first quarter of 2009, the Company adopted FSP Emerging Issues Task Force (“EITF”) 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”), which has been applied retrospectively to calculations of basic and diluted earnings per common share for the years ended December 31, 2008, 2007 and 2006. Pursuant to FSP EITF 03-6-1, certain of the Company’s share-based awards are considered participating securities because they earn dividend equivalents that are not forfeited even if the underlying award does not vest.

Management does not believe that the reclassifications in accordance with SFAS 144 and SFAS 160 or the revisions in accordance with FSP APB 14-1 and FSP EITF 03-6-1 have a material effect on the Company’s selected consolidated financial data or management’s discussion and analysis of financial condition and results of operations for the years ended December 31, 2008, 2007 and 2006 as previously reported in our 2008 Annual Report on Form 10-K. The Company is not revising Management’s Discussion and Analysis included in its 2008 Annual Report on Form 10-K given the insignificance of the reclassified and revised amounts.

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 Independent Registered Public Accounting Firm
99.1	Report of Independent Registered Public Accounting Firm
99.2	Consolidated Financial Statements and Notes to Consolidated Financial Statements, Years Ended December 31, 2008, 2007 and 2006
99.3	Schedule III – Duke Realty Corporation Combined Real Estate and Accumulated Depreciation – December 31, 2008

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/ Dennis D. Oklak
	Dennis D. Oklak
	Chairman and Chief Executive Officer

Dated: July 22, 2009

EX-12

Exhibit 12

Statement re: Calculation of Ratios of Earnings to

Combined Fixed Charges and Preferred Stock Dividends

(Dollars in thousands)

	Three Months Ended March 31, 2009		Year Ended December 31, 2008		Year Ended December 31, 2007		Year Ended December 31, 2006		Year Ended December 31, 2005		Year Ended December 31, 2004
Income from continuing operations less preferred dividends	$	18,892	$	18,756	$	106,322	$	103,061	$	96,694	$	106,589
Preferred dividends		18,363		71,426		58,292		56,419		46,479		33,777
Interest expense		52,068		199,241		175,429		170,766		106,203		98,086
Earnings before fixed charges	$	89,323	$	289,423	$	340,043	$	330,246	$	249,376	$	238,452
Interest expense	$	52,068	$	199,241	$	175,429	$	170,766	$	106,203	$	98,086
Interest costs capitalized		7,499		53,456		59,167		36,260		9,510		5,961
Total fixed charges	$	59,567	$	252,697	$	234,596	$	207,026	$	115,713	$	104,047
Preferred dividends	$	18,363	$	71,426	$	58,292	$	56,419	$	46,479	$	33,777
Total fixed charges and preferred dividends	$	77,930	$	324,123	$	292,888	$	263,445	$	162,192	$	137,824
Ratio of Earnings to Fixed Charges		1.50		1.15		1.45		1.60		2.16		2.29
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends		1.15		N/A		1.16		1.25		1.54		1.73

N/A—the ratio is less than 1.0; deficit of $34.7 million exists for the year ended December 31, 2008. The calculation of earnings includes $308.8 million of non-cash depreciation expense.

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. 333-136173, No. 333-140796, No. 333-128132, No. 333-62381, No. 333-66919, No. 333-26833, No. 333-82063, No. 333-44858, No. 333-51344, No. 333-108556, No. 333-120492, No. 333-155780, No. 333-155972 and No. 333-70678 on Form S-3, No. 333-77645 on Form S-4 and No. 333-124364, No. 333-82061, No. 333-59508, No. 333-35162, No. 333-42513, No. 333-113907 and No. 333-128133 on Form S-8 of Duke Realty Corporation of our report dated February 25, 2009, except as to notes 1, 2, 3, 7, 8 and 9, which are as of July 22, 2009, with respect to the consolidated balance sheets of Duke Realty Corporation and Subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2008, the related financial statement schedule III and the effectiveness of internal control over financial reporting as of December 31, 2008, which report appears in the current report on Form 8-K of Duke Realty Corporation dated July 22, 2009.

Our report refers to the retrospective application of Financial Accounting Standards Board (FASB) Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), FASB No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51, and FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities, which all became effective on January 1, 2009.

/s/ KPMG LLP

Indianapolis, Indiana

July 22, 2009

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 accompanying consolidated balance sheets of Duke Realty Corporation and Subsidiaries (the “Company”) as of December 31, 2008 and 2007 and the related consolidated statements of operations, cash flows and changes in equity for each of the years in the three-year period ended December 31, 2008. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III. We also have audited the Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements and the financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control. Our responsibility is to express an opinion on these consolidated financial statements and the financial statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Duke Realty Corporation and Subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, Duke Realty Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 2 to the consolidated financial statements, the consolidated financial statements have been adjusted for the retrospective application of Financial Accounting Standards Board (FASB) Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), FASB No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51, and FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities, which all became effective on January 1, 2009.

/s/ KPMG LLP

Indianapolis, Indiana

February 25, 2009, except as to notes 1, 2, 3, 7, 8 and 9, which are as of July 22, 2009

EX-99.2

Exhibit 99.2

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31,

(in thousands, except per share amounts)

	2008			2007
ASSETS
Real estate investments:
Land and improvements	$	1,074,751		$	872,372
Buildings and tenant improvements		5,206,359			4,600,408
Construction in progress		159,330			412,729
Investments in and advances to unconsolidated companies		693,503			601,801
Undeveloped land		806,379			912,448
		7,940,322			7,399,758
Accumulated depreciation		(1,167,113	)		(951,375	)
Net real estate investments		6,773,209			6,448,383
Real estate investments and other assets held-for-sale		18,131			273,591
Cash and cash equivalents		22,532			48,012
Accounts receivable, net of allowance of $1,777 and $1,359		27,966			29,009
Straight-line rent receivable, net of allowance of $4,086 and $2,886		123,217			110,737
Receivables on construction contracts, including retentions		75,100			66,925
Deferred financing costs, net of accumulated amortization of $38,046 and $29,170		47,907			55,987
Deferred leasing and other costs, net of accumulated amortization of $195,034 and $150,702		368,626			374,635
Escrow deposits and other assets		234,195			254,702
	$	7,690,883		$	7,661,981
LIABILITIES AND EQUITY
Indebtedness:
Secured debt	$	507,351		$	524,393
Unsecured notes		3,285,980			3,217,976
Unsecured lines of credit		483,659			546,067
		4,276,990			4,288,436
Liabilities of properties held-for-sale		379			8,954
Construction payables and amounts due subcontractors, including retentions		105,227			142,655
Accrued real estate taxes		78,113			63,796
Accrued interest		56,376			54,631
Other accrued expenses		45,050			59,221
Other liabilities		187,425			148,013
Tenant security deposits and prepaid rents		41,348			34,535
Total liabilities		4,790,908			4,800,241
Shareholders’ equity:
Preferred shares ($.01 par value); 5,000 shares authorized; 4,067 and 2,976 shares issued and outstanding		1,016,625			744,000
Common shares ($.01 par value); 250,000 shares authorized; 148,420 and 146,175 shares issued and outstanding		1,484			1,462
Additional paid-in capital		2,702,513			2,667,286
Accumulated other comprehensive income (loss)		(8,652	)		(1,279	)
Distributions in excess of net income		(867,951	)		(632,967	)
Total shareholders’ equity		2,844,019			2,778,502
Noncontrolling interests		55,956			83,238
Total equity		2,899,975			2,861,740
	$	7,690,883		$	7,661,981

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

For the Years Ended December 31,

(in thousands, except per share amounts)

	2008			2007			2006
Revenues:
Rental and related revenue	$	860,037		$	812,869		$	757,751
General contractor revenue		405,131			280,537			308,562
Service fee revenue		29,493			31,011			21,633
		1,294,661			1,124,417			1,087,946
Expenses:
Rental expenses		192,036			176,858			169,424
Real estate taxes		104,110			93,892			79,520
General contractor costs		371,783			246,872			284,633
Service Operations expenses		33,939			38,503			25,184
Depreciation and amortization		308,842			270,373			234,456
		1,010,710			826,498			793,217
Other operating activities:
Equity in earnings of unconsolidated companies		23,817			29,381			38,004
Gain on disposition of Build-for-Sale properties, net of tax		33,041			25,861			32,818
Earnings from sales of land, net		12,651			33,998			8,192
Undeveloped land carrying costs		(8,204	)		(6,502	)		(5,892	)
Impairment charges		(19,729	)		(5,658	)		(2,284	)
General and administrative expense		(39,508	)		(37,727	)		(35,916	)
		2,068			39,353			34,922
Operating income		286,019			337,272			329,651
Other income (expense):
Interest and other income, net		3,404			2,771			595
Interest expense		(199,241	)		(175,429	)		(170,766	)
Income from continuing operations		90,182			164,614			159,480
Discontinued operations:
Income from discontinued operations before gain on sales		3,265			5,374			12,870
Gain on sale of depreciable properties		16,961			121,071			46,254
Income from discontinued operations		20,226			126,445			59,124
Net income		110,408			291,059			218,604
Dividends on preferred shares		(71,426	)		(58,292	)		(56,419	)
Gain on repurchase or adjustment for redemption of preferred shares, net		14,046			(3,483	)		(2,633	)
Net income attributable to noncontrolling interests		(2,620	)		(17,342	)		(14,909	)
Net income attributable to common shareholders	$	50,408		$	211,942		$	144,643
Basic net income per common share:
Continuing operations attributable to common shareholders	$	.19		$	.61		$	.63
Discontinued operations attributable to common shareholders		.14			.90			.44
Total	$	.33		$	1.51		$	1.07
Diluted net income per common share:
Continuing operations attributable to common shareholders	$	.19		$	.61		$	.63
Discontinued operations attributable to common shareholders		.14			.90			.43
Total	$	.33		$	1.51		$	1.06
Weighted average number of common shares outstanding		146,915			139,255			134,883
Weighted average number of common shares and potential dilutive securities		154,553			149,250			149,156

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31,

(in thousands)

	2008			2007			2006
Cash flows from operating activities:
Net income	$	110,408		$	291,059		$	218,604
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of buildings and tenant improvements		246,441			214,477			206,999
Amortization of deferred leasing and other costs		68,511			63,214			47,269
Amortization of deferred financing costs		13,640			11,212			8,617
Straight-line rent adjustment		(15,118	)		(16,843	)		(20,795	)
Impairment charges and other expenses		19,695			—			—
Earnings from land and depreciated property sales		(29,612	)		(154,493	)		(49,614	)
Build-for-Sale operations, net		80,751			(84,547	)		(148,849	)
Construction contracts, net		125,855			(25,818	)		1,749
Other accrued revenues and expenses, net		16,658			30,301			27,248
Operating distributions received in excess of (less than) equity in earnings from unconsolidated companies		5,618			(4,631	)		(18,339	)
Net cash provided by operating activities		642,847			323,931			272,889
Cash flows from investing activities:
Development of real estate investments		(436,256	)		(451,162	)		(385,516	)
Acquisition of real estate investments and related intangible assets		(20,123	)		(116,021	)		(735,294	)
Acquisition of undeveloped land		(40,893	)		(317,324	)		(435,917	)
Recurring tenant improvements, leasing costs and building improvements		(74,814	)		(85,936	)		(83,000	)
Other deferred leasing costs		(22,201	)		(39,387	)		(22,429	)
Other deferred costs and other assets		(8,016	)		644			880
Proceeds from land and depreciated property sales, net		116,563			480,943			180,825
Capital distributions from unconsolidated companies		95,392			235,754			296,573
Capital contributions and advances to unconsolidated companies, net		(132,244	)		(142,330	)		(50,182	)
Net cash used for investing activities		(522,592	)		(434,819	)		(1,234,060	)
Cash flows from financing activities:
Proceeds from issuance of common shares		17,100			240,802			6,672
Payments for repurchases of common shares		—			—			(101,282	)
Proceeds from issuance of preferred shares, net		290,014			—			283,994
Payments for redemption/repurchases of preferred shares		(12,405	)		(132,272	)		(75,010	)
Proceeds from unsecured debt issuance		325,000			340,160			1,429,497
Payments on unsecured debt		(261,479	)		(223,657	)		(350,000	)
Proceeds from issuance of secured debt		—			—			1,029,426
Payments on secured indebtedness including principal amortization		(55,600	)		(24,780	)		(750,354	)
Borrowings (payments) on lines of credit, net		(62,408	)		229,067			(66,000	)
Distributions to common shareholders		(283,375	)		(265,698	)		(255,502	)
Distributions to preferred shareholders		(71,439	)		(58,292	)		(56,419	)
Distributions to noncontrolling interests, net		(12,837	)		(19,576	)		(24,207	)
Payment for capped call option		—			—			(26,967	)
Cash settlement of interest rate swaps		(14,625	)		10,747			733
Deferred financing costs		(3,681	)		(6,084	)		(41,659	)
Net cash provided by (used for) financing activities		(145,735	)		90,417			1,002,922
Net increase (decrease) in cash and cash equivalents		(25,480	)		(20,471	)		41,751
Cash and cash equivalents at beginning of year		48,012			68,483			26,732
Cash and cash equivalents at end of year	$	22,532		$	48,012		$	68,483
Non-cash investing and financing activities:
Assumption of secured debt for real estate acquisitions	$	39,480		$	34,259		$	217,520
Contribution of property to, net of debt assumed by, unconsolidated companies	$	133,312		$	146,593		$	505,440
Distribution of property from unconsolidated company	$	76,449		$	—		$	—
Conversion of Limited Partner Units to common shares	$	13,149		$	179,092		$	39,918
Issuance of Limited Partner Units for acquisition	$	—		$	11,020		$	—

DUKE REALTY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

(in thousands, except per share data)

	Common Shareholders
	Preferred Stock			Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Distributions In Excess of Net Income			Non- controlling Interests			Total
Balance at December 31, 2005	$	657,250		$	1,347		$	2,266,204		$	(7,118	)	$	(464,885	)	$	182,566		$	2,635,364
Comprehensive Income:
Net income		—			—			—			—			203,695			14,909			218,604
Derivative instrument activity		—			—			—			12,553			—			—			12,553
Comprehensive income		—			—			—			—			—			—			231,157
Issuance of common shares		—			5			6,181			—			—			—			6,186
Redemption of Preferred Series I shares		(75,000	)		—			(10	)		—			—			—			(75,010	)
Adjustment for carrying value of preferred share redemption		—			—			2,633			—			(2,633	)		—			—
Issuance of Preferred Series M shares		184,000			—			(6,266	)		—			—			—			177,734
Issuance of Preferred Series N shares		110,000			—			(3,740	)		—			—			—			106,260
Conversion of Limited Partner Units		—			10			39,908			—			—			(16,289	)		23,629
Capped call option		—			—			(26,967	)		—			—			—			(26,967	)
Stock based compensation plan activity		—			—			10,347			—			(849	)		—			9,498
Distributions to preferred shareholders		—			—			—			—			(56,419	)		—			(56,419	)
Retirement of common shares		—			(23	)		(91,902	)		—			—			—			(91,925	)
Equity component of Exchangeable Notes		—			—			34,671			—			—			—			34,671
Distributions to common shareholders ($1.89 per share)		—			—			—			—			(255,190	)		—			(255,190	)
Distributions to noncontrolling interests, net		—			—			—			—			—			(24,377	)		(24,377	)
Balance at December 31, 2006	$	876,250		$	1,339		$	2,231,059		$	5,435		$	(576,281	)	$	156,809		$	2,694,611
Effect of implementing new accounting principle		—			—			—			—			(1,717	)		—			(1,717	)
Balance at January 1, 2007	$	876,250		$	1,339		$	2,231,059		$	5,435		$	(577,998	)	$	156,809		$	2,692,894
Comprehensive Income:
Net income		—			—			—			—			273,717			17,342			291,059
Derivative instrument activity		—			—			—			(6,714	)		—			—			(6,714	)
Comprehensive income																	—			284,345
Issuance of common shares		—			73			239,532			—			—			—			239,605
Redemption of Preferred Series B shares		(132,250	)		—			(22	)		—			—			—			(132,272	)
Adjustment for carrying value of preferred share redemption		—			—			3,483			—			(3,483	)		—			—
Stock based compensation plan activity		—			2			14,190			—			(1,213	)		—			12,979
Conversion of Limited Partner Units		—			48			179,044			—			—			(82,367	)		96,725
Distributions to preferred shareholders		—			—			—			—			(58,292	)		—			(58,292	)
Distributions to common shareholders ($1.91 per share)		—			—			—			—			(265,698	)		—			(265,698	)
Issuance of Limited Partner Units for acquisition		—			—			—			—			—			11,020			11,020
Distributions to noncontrolling interests, net		—			—			—			—			—			(19,566	)		(19,566	)
Balance at December 31, 2007	$	744,000		$	1,462		$	2,667,286		$	(1,279	)	$	(632,967	)	$	83,238		$	2,861,740
Comprehensive Income:
Net income		—			—			—			—			107,788			2,620			110,408
Derivative instrument activity		—			—			—			(7,373	)		—			—			(7,373	)
Comprehensive income																	—			103,035
Issuance of preferred shares		300,000			—			(10,000	)		—			—			—			290,000
Issuance of common shares		—			9			15,482			—			—			—			15,491
Stock based compensation plan activity		—			2			15,683			—			(2,017	)		—			13,668
Conversion of Limited Partner Units		—			11			13,138			—			—			(17,065	)		(3,916	)
Distributions to preferred shareholders		—			—			—			—			(71,426	)		—			(71,426	)
Repurchase of preferred shares		(27,375	)		—			924			—			14,046			—			(12,405	)
Distributions to common shareholders ($1.93 per share)		—			—			—			—			(283,375	)		—			(283,375	)
Distributions to noncontrolling interests, net		—			—			—			—			—			(12,837	)		(12,837	)
Balance at December 31, 2008	$	1,016,625		$	1,484		$	2,702,513		$	(8,652	)	$	(867,951	)	$	55,956		$	2,899,975

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1) The Company

Our Rental Operations (see Note 9) are conducted through Duke Realty Limited Partnership (“DRLP”). We owned approximately 95.6% of the common partnership interests of DRLP (“Units”) at December 31, 2008. At the option of the holders, subject to certain restrictions, the remaining Units in DRLP are redeemable for shares of our common stock on a one-to-one basis and earn dividends at the same rate as shares of our common stock. At our sole option, we may elect to purchase the Units for an equivalent amount of cash rather than issuing shares of common stock upon redemption. We conduct our Service Operations (see Note 9) through Duke Realty Services LLC and Duke Realty Services Limited Partnership, of which we are the sole general partner and of which DRLP is the sole limited partner. We also conduct Service Operations through Duke Construction Limited Partnership, which is effectively 100% owned by DRLP. The consolidated financial statements include our accounts and our majority-owned or controlled subsidiaries, and the terms “we”, “us” and “our” refer to Duke Realty Corporation and subsidiaries (the “Company”) and those entities owned or controlled by the Company.

(2) Adoption of New Accounting Pronouncements

Statement of Financial Accounting Standard No. 157 and related literature

Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”) was effective for us on January 1, 2008. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. Based on the guidance provided by Financial Accounting Standards Board (“FASB”) Staff Position No. 157-2, Effective Date of FASB Statement No. 157 (“FSP 157-2”), we have only partially implemented the guidance promulgated under SFAS 157 as of January 1, 2008, which in our circumstances only affects financial instruments. SFAS 157 was not applied during 2008 to nonfinancial long-lived asset groups measured for an impairment assessment, reporting units measured at fair value in the first step of the goodwill impairment test, and nonfinancial assets and nonfinancial liabilities initially measured at fair value in a business combination. We will fully apply the provisions of SFAS 157 beginning January 1, 2009 and do not expect there to be a material impact to the financial statements.

SFAS 157 emphasized that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, SFAS 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities to which we have access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

FASB Staff Position No. 14-1

On January 1, 2009 we adopted FSP APB No. 14-1, Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”). FSP APB 14-1 requires separate accounting for the debt and equity components of certain convertible instruments. The consolidated financial statements and footnotes, as of December 31, 2008 and 2007 and for all periods presented, have been revised to reflect the adoption of FSP APB 14-1. At December 31, 2008, our 3.75% Exchangeable Senior Notes (“Exchangeable Notes”), issued in November 2006, had an exchange rate of 20.47 common shares per $1,000 principal amount of the notes, representing an exchange price of $48.85 per share of our common stock. The Exchangeable Notes are subject to the accounting changes required by FSP APB 14-1. FSP APB 14-1 requires that the value assigned to the debt component equal the estimated fair value of debt with similar contractual cash flows, but without the conversion feature, which results in the debt being recorded at a discount. Our estimate of the amount attributable to the debt component of the Exchangeable Notes was based primarily upon Level 2 inputs, as defined by SFAS 157. The resulting debt discount will be amortized over the period from its issuance through November 2011, the first optional redemption date, as additional non-cash interest expense. FSP APB 14-1 requires the new accounting treatment to be retroactively applied to prior periods. The implementation of FSP APB 14-1 had the following effect on the Consolidated Balance Sheets as of December 31, 2008 and 2007 (in thousands):

December 31, 2008	Previously Reported			Revised			Change
Unsecured notes	$	3,307,468		$	3,285,980		$	(21,488	)
Additional paid-in capital	$	2,667,842		$	2,702,513		$	34,671
Distributions in excess of net income	$	(855,541	)	$	(867,951	)	$	(12,410	)
Noncontrolling interest	$	56,729		$	55,956		$	(773	)

December 31, 2007	Previously Reported			Revised			Change
Unsecured notes	$	3,246,000		$	3,217,976		$	(28,024	)
Additional paid-in capital	$	2,632,615		$	2,667,286		$	34,671
Distributions in excess of net income	$	(626,765	)	$	(632,967	)	$	(6,202	)
Noncontrolling interest	$	83,683		$	83,238		$	(445	)

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

At December 31, 2008, the Exchangeable Notes had $575.0 million of principal outstanding, an unamortized discount of $28.5 million and a net carrying amount of $546.3 million. The carrying amount of the equity component was $34.7 million at December 31, 2008. Subsequent to the implementation of FSP APB 14-1, interest expense is recognized on the Exchangeable Notes at an effective rate of 5.6%. Interest expense on the Exchangeable Notes for the years ended December 31, 2008, 2007 and 2006 is summarized as follows (in thousands):

	2008		2007		2006
Interest expense on Exchangeable Notes, excluding effect of FSP APB 14-1	$	21,574	$	21,594	$	2,336
Effect of FSP ABP 14-1		6,536		6,151		496
Total interest expense on Exchangeable Notes	$	28,110	$	27,745	$	2,832

SFAS No. 141 (R)

SFAS No. 141R, Business Combinations (“SFAS 141R”) requires acquisition related costs to be immediately expensed as period costs. SFAS 141R also requires that 100% of the assets and liabilities of an acquired entity, as opposed to the amount proportional to the portion acquired, must be recorded at fair value upon an acquisition and that a gain or loss must be recognized for the difference between the fair value and the carrying value of any existing ownership interests in acquired entities. Finally, SFAS 141R, as interpreted by FSP FAS 141R-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, requires that contingencies arising from a business combination be recorded at fair value if the acquisition date fair value can be determined during the measurement period. SFAS 141R is effective January 1, 2009.

SFAS 160

On January 1, 2009, we adopted SFAS No. 160, Noncontrolling Interests in the Consolidated Financial Statements – an amendment to ARB No. 51 (“SFAS 160”). The consolidated financial statements and footnotes have been revised to reflect the adoption of SFAS 160. SFAS 160 requires noncontrolling interests (previously referred to as minority interests) to be reported as a component of total equity, which changes the presentation of the noncontrolling interests in the consolidated balance sheets and statements of operations as well as changing the accounting for changes in the level of ownership in consolidated subsidiaries. The change in the classification of noncontrolling interests on the consolidated statements of operations caused an increase of $2.6 million, $17.3 million and $14.9 million for the years ended December 31, 2008, 2007 and 2006, respectively, to previously reported net income, inclusive of the noncontrolling interest share of the effect of FSP APB 14-1.

FSP on Emerging Issues Task Force issue 03-6-1

During the first quarter of 2009, we adopted FSP Emerging Issues Task Force (“EITF”) 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“FSP EITF 03-6-1”), which we have applied retrospectively to prior period calculations of basic and diluted earnings per common share. The consolidated financial statements and footnotes have been revised to reflect the adoption of FSP EITF 03-6-1. Pursuant to FSP EITF 03-6-1, certain of our share-based awards are considered participating securities because they earn dividend equivalents that are not forfeited even if the underlying award does not vest.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The effect of including the share-based awards as participating securities resulted in a decrease to basic net income attributable to common shareholders (in thousands) of $1,631, $1,149 and $876 in the years ended December 31, 2008, 2007 and 2006, respectively. Because those share-based awards were included as participating securities for computation of basic net income per share, applying the treasury stock method to those share-based awards would have been anti-dilutive for computing diluted earnings per share, thus the implementation of FSP EITF 03-6-1 also resulted in a decrease to diluted net income attributable to common shareholders (in thousands) of $1,631, $1,149 and $876 and a reduction in dilutive potential shares outstanding (in thousands of shares) of 488, 364 and 237 in the years ended December 31, 2008, 2007 and 2006, respectively.

(3) Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include our accounts and our controlled subsidiaries. The equity interests in these controlled subsidiaries not owned by us are reflected as noncontrolling interests in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. Investments in entities that we do not control through majority voting interest or where the other owner has substantial participating rights are not consolidated and are reflected as investments in unconsolidated companies under the equity method of reporting.

Reclassifications

Certain amounts in the accompanying consolidated financial statements for 2007 and 2006 have been reclassified to conform to the 2008 consolidated financial statement presentation.

Real Estate Investments

Rental real property, including land, land improvements, buildings and tenant improvements, are included in real estate investments and are generally stated at cost. Construction in process and undeveloped land are included in real estate investments and are stated at cost. Real estate investments also include our equity interests in unconsolidated joint ventures that own and operate rental properties and hold land for development.

Depreciation

Buildings and land improvements are depreciated on the straight-line method over their estimated life not to exceed 40 and 15 years, respectively, and tenant improvement costs are depreciated using the straight-line method over the term of the related lease.

Cost Capitalization

Direct and certain indirect costs clearly associated with and incremental to the development, construction, leasing or expansion of real estate investments are capitalized as a cost of the property. In addition, all leasing commissions paid to third parties for new leases or lease renewals are capitalized. We capitalize a portion of our indirect costs associated with our construction, development and leasing efforts. In assessing the amount of direct and indirect costs to be capitalized, allocations are made based on estimates of the actual amount of time spent in each activity. We do not capitalize any costs attributable to downtime or to unsuccessful projects.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

We capitalize direct and indirect project costs associated with the initial construction of a property up to the time the property is substantially complete and ready for its intended use. In addition, we capitalize costs, including real estate taxes, insurance, and utilities, that have been allocated to vacant space based on the square footage of the portion of the building not held available for immediate occupancy during the extended lease-up periods after construction of the building shell has been completed if costs are being incurred to ready the vacant space for its intended use. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized.

We cease capitalization of all project costs on extended lease-up periods after the shorter of a one-year period after the completion of the building shell or when the property attains 90% occupancy.

Impairment

We evaluate our real estate assets, with the exception of those that are classified as held-for-sale, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If such an evaluation is considered necessary, we compare the carrying amount of that real estate asset, or asset group, with the expected undiscounted cash flows that are directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of that asset, or asset group. Our estimate of the expected future cash flows used in testing for impairment is based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period and the length of our anticipated holding period and is, therefore, subjective by nature. These assumptions could differ materially from actual results. If our strategy changes or if market conditions otherwise dictate a reduction in the holding period and an earlier sale date, an impairment loss could be recognized and such loss could be material. To the extent the carrying amount of a real estate asset, or asset group, exceeds the associated estimate of undiscounted cash flows, an impairment loss is recorded to reduce the carrying value of the asset to its fair value. The determination of the fair value of real estate assets is also highly subjective, especially in markets where there is a lack of recent comparable transactions.

Real estate assets classified as held-for-sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell. Once a property is designated as held-for-sale, no further depreciation expense is recorded.

Purchase Accounting

We allocate the purchase price of acquired properties to net tangible and identified intangible assets based on their respective fair values, based on all pertinent information available and adjusted based on changes in that information in no event to exceed one year from the date of acquisition. The allocation to tangible assets (buildings, tenant improvements and land) is based upon management’s determination of the value of the property as if it were vacant using discounted cash flow models similar to those used by independent appraisers. Factors considered by management include an estimate of carrying costs during the expected lease-up periods considering current market conditions, and costs to execute similar leases. The purchase price of real estate assets is also allocated among three categories of intangible assets consisting of the above or below market component of in-place leases, the value of in-place leases and the value of customer relationships.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term and (ii) management’s estimate of the amounts that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above market leases are included in deferred leasing and other costs in the balance sheet and below market leases are included in other liabilities in the balance sheet; both are amortized to rental income over the remaining terms of the respective leases.

The total amount of intangible assets is further allocated to in-place lease values and to customer relationship values based upon management’s assessment of their respective values. These intangible assets are included in deferred leasing and other costs in the balance sheet and are depreciated over the remaining term of the existing lease, or the anticipated life of the customer relationship, as applicable.

Joint Ventures

We analyze our investments in joint ventures under FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, to determine if the joint venture is considered a variable interest entity and would require consolidation. To the extent that our joint ventures do not qualify as variable interest entities, we further assess under the guidelines of EITF Issue No. 04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights (“EITF 04-5”); Statement of Position 78-9, Accounting for Investments in Real Estate Ventures (“SOP 78-9”); Accounting Research Bulletin No. 51, Consolidated Financial Statements; and SFAS No. 94, Consolidation of All Majority-Owned Subsidiaries, to determine if the venture should be consolidated. We have equity interests generally ranging from 10% to 50% in unconsolidated joint ventures that develop, own and operate rental properties and hold land for development. We consolidate those joint ventures that are considered to be variable interest entities where we are the primary beneficiary. For non-variable interest entities, we consolidate those joint ventures that we control through majority ownership interests or where we are the managing member and our partner does not have substantive participating rights. Control is further demonstrated by the ability of the general partner to manage day-to-day operations, refinance debt and sell the assets of the joint venture without the consent of the limited partner and inability of the limited partner to replace the general partner. We use the equity method of accounting for those joint ventures where we do not have control over operating and financial policies. Under the equity method of accounting, our investment in each joint venture is included on our balance sheet; however, the assets and liabilities of the joint ventures for which we use the equity method are not included on our balance sheet.

To the extent that we contribute assets to a joint venture, our investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. To the extent that our cost basis is different than the basis reflected at the joint venture level, the basis difference is amortized over the life of the related asset and included in our share of equity in net income of the joint venture. In accordance with the provisions of SOP 78-9 and SFAS No. 66, Accounting for Sales of Real Estate (“SFAS 66”), we recognize gains on the contribution or sale of real estate to joint ventures, relating solely to the outside partner’s interest, to the extent the economic substance of the transaction is a sale.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Cash Equivalents

Investments with an original maturity of three months or less are classified as cash equivalents.

Valuation of Receivables

We reserve the entire receivable balance, including straight-line rent, of any tenant with an amount outstanding over 90 days. Additional reserves are recorded for more current amounts, as applicable, where we have determined collectability to be doubtful. Straight-line rent receivables for any tenant with long-term risk, regardless of the status of rent receivables, are reviewed and reserved as necessary.

Deferred Costs

Costs incurred in connection with obtaining financing are amortized to interest expense on the straight-line method, which approximates a constant spread over the term of the related loan. All direct and indirect costs, including estimated internal costs, associated with the leasing of real estate investments owned by us are capitalized and amortized over the term of the related lease. We include lease incentive costs, which are payments made on behalf of a tenant to sign a lease, in deferred leasing costs and amortize them on a straight-line basis over the respective lease terms as a reduction of rental revenues. We include as lease incentives amounts funded to construct tenant improvements owned by the tenant. Unamortized costs are charged to expense upon the early termination of the lease or upon early payment of the financing.

Noncontrolling Interests

Noncontrolling interests relate to the minority ownership interests in DRLP and interests in consolidated property partnerships that are not wholly owned. Noncontrolling interest is subsequently adjusted for additional contributions, distributions to noncontrolling holders and the noncontrolling holders’ proportionate share of the net earnings or losses of each respective entity.

Prior to the implementation of SFAS 160, the value of each DRLP Unit that was redeemed was measured on the date of its redemption and the difference between the aggregate book value and the purchase price of the Units increased the recorded value of our net assets.

Revenues

Rental Operations

The timing of revenue recognition under an operating lease is determined based upon ownership of the tenant improvements. If we are the owner of the tenant improvements, revenue recognition commences after the improvements are completed and the tenant takes possession or control of the space. In contrast, if we determine that the tenant allowances we are funding are lease incentives, then we commence revenue recognition when possession or control of the space is turned over to the tenant. Rental income from leases with free rental periods or scheduled rental increases during their terms is recognized on a straight-line basis.

We record lease termination fees when a tenant has executed a definitive termination agreement with us and the payment of the termination fee is not subject to any conditions that must be met or waived before the fee is due to us.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Service Operations

Management fees are based on a percentage of rental receipts of properties managed and are recognized as the rental receipts are collected. Maintenance fees are based upon established hourly rates and are recognized as the services are performed. Construction management and development fees represent fee-based third-party contracts and are recognized as earned based on the terms of the contract, which approximates the percentage of completion method.

We recognize income on construction contracts where we serve as a general contractor on the percentage of completion method. Using this method, profits are recorded based on our estimates of the percentage of completion of individual contracts, commencing when the work performed under the contracts reaches a point where the final costs can be estimated with reasonable accuracy. The percentage of completion estimates are based on a comparison of the contract expenditures incurred to the estimated final costs. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Unbilled receivables on construction contracts totaled $22.7 million and $33.1 million at December 31, 2008 and 2007, respectively.

Property Sales

Gains on sales of all properties are recognized in accordance with SFAS 66. The specific timing of the sale is measured against various criteria in SFAS 66 related to the terms of the transactions and any continuing involvement in the form of management or financial assistance from the seller associated with the properties. We make judgments based on the specific terms of each transaction as to the amount of the total profit from the transaction that we recognize considering factors such as continuing ownership interest we may have with the buyer (“partial sales”) and our level of future involvement with the property or the buyer that acquires the assets. If the sales criteria are not met, we defer gain recognition and account for the continued operations of the property by applying the finance, installment or cost recovery methods, as appropriate, until the full accrual sales criteria are met. Estimated future costs to be incurred after completion of each sale are included in the determination of the gain on sales.

Gains from sales of depreciated property are included in discontinued operations and the proceeds from the sale of these held-for-rental properties are classified in the investing activities section of the Consolidated Statements of Cash Flows.

Gains or losses from our sale of properties that were developed or repositioned with the intent to sell and not for long-term rental (“Build-for-Sale” properties) are classified as gain on sale of Build-for-Sale properties in the Consolidated Statements of Operations. All activities and proceeds received from the development and sale of these buildings are classified in the operating activities section of the Consolidated Statements of Cash Flows.

Net Income Per Common Share

Basic net income per common share is computed by dividing net income attributable to common shareholders, less dividends on share-based awards expected to vest, by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing the sum of basic net income attributable to common shareholders and the noncontrolling interest in earnings allocable to Units not owned by us, by the sum of the weighted average number of common shares outstanding and limited partnership Units outstanding, including any potential dilutive securities for the period.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

	2008			2007			2006
Net income attributable to common shareholders	$	50,408		$	211,942		$	144,643
Less: Dividends on share-based awards expected to vest		(1,631	)		(1,149	)		(876	)
Basic net income attributable to common shareholders	$	48,777		$	210,793		$	143,767
Common unitholder share of income attributable to noncontrolling interests		2,968			14,399			14,238
Diluted net income attributable to common shareholders	$	51,745		$	225,192		$	158,005
Weighted average number of common shares outstanding		146,915			139,255			134,883
Weighted average partnership Units outstanding		7,619			9,204			13,186
Dilutive potential shares (1)		19			791			1,087
Weighted average number of common shares and potential dilutive securities		154,553			149,250			149,156

(1) Excludes (in thousands of shares) 7,731, 780 and 719 of anti-dilutive shares for the years ended December 31, 2008, 2007 and 2006, respectively. Also excludes the Exchangeable Notes issued in 2006, that have (in thousands of shares) 11,771, 11,751 and 1,287 anti-dilutive potential shares for the years ended December 31, 2008, 2007 and 2006.

A joint venture partner in one of our unconsolidated companies has the option to convert a portion of its ownership in the joint venture to our common shares. The effect of this option on earnings per share was anti-dilutive for the years ended December 31, 2008, 2007 and 2006.

Federal Income Taxes

We have elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our adjusted taxable income to our stockholders. Management intends to continue to adhere to these requirements and to maintain our REIT status. As a REIT, we are entitled to a tax deduction for some or all of the dividends we pay to shareholders. Accordingly, we generally will not be subject to federal income taxes as long as we distribute an amount equal to or in excess of our taxable income currently to shareholders. We are also generally subject to federal income taxes on any taxable income that is not currently distributed to our shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes and may not be able to qualify as a REIT for four subsequent taxable years.

REIT qualification reduces, but does not eliminate, the amount of state and local taxes we pay. In addition, our financial statements include the operations of taxable corporate subsidiaries that are not entitled to a dividends paid deduction and are subject to corporate federal, state and local income taxes. As a REIT, we may also be subject to certain federal excise taxes if we engage in certain types of transactions.

The following table reconciles our net income to taxable income before the dividends paid deduction for the years ended December 31, 2008, 2007 and 2006 (in thousands):

	2008			2007			2006
Net income	$	110,408		$	291,059		$	218,604
Book/tax differences		123,756			73,322			51,846
Taxable income before adjustments		234,164			364,381			270,450
Less: capital gains		(76,709	)		(160,797	)		(78,246	)
Adjusted taxable income subject to 90% dividend requirement	$	157,455		$	203,584		$	192,204

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Our dividends paid deduction is summarized below (in thousands):

	2008			2007			2006
Cash dividends paid	$	355,782		$	324,085		$	311,615
Cash dividends declared and paid in subsequent year that apply to current year		—			52,471			—
Cash dividends declared and paid in current year that apply to previous year		(52,471	)		(7,795	)		(21,782	)
Less: Capital gain distributions		(76,709	)		(160,797	)		(78,246	)
Less: Return of capital		(64,936	)		—			(15,018	)
Total dividends paid deduction attributable to adjusted taxable income	$	161,666		$	207,964		$	196,569

A summary of the tax characterization of the dividends paid for the years ended December 31, 2008, 2007 and 2006 follows:

	2008		2007		2006
Common Shares
Ordinary income	39.3	%	63.1	%	64.2	%
Return of capital	27.3	%	—		5.3	%
Capital gains	33.4	%	36.9	%	30.5	%
	100.0	%	100.0	%	100.0	%
Preferred Shares
Ordinary income	70.2	%	63.1	%	73.7	%
Capital gains	29.8	%	36.9	%	26.3	%
	100.0	%	100.0	%	100.0	%

We recorded federal and state income tax expense (benefit) of $(6.3 million), $9.0 million and $6.8 million for 2008, 2007 and 2006, respectively, which were primarily attributable to the earnings (loss) of our taxable REIT subsidiaries. We paid federal and state income taxes of $3.5 million, $10.1 million and $4.3 million for 2008, 2007 and 2006, respectively. The taxable REIT subsidiaries have no significant deferred income tax or unrecognized tax benefit items.

Stock Based Compensation

Effective January 1, 2006, we adopted SFAS No. 123(R), Share Based Payment, (“SFAS 123(R)”), using the modified prospective application method. Under this method, as of January 1, 2006, we applied the provisions of SFAS 123(R) to new and modified awards, as well as to the nonvested portion of awards granted before the required effective date and outstanding at such time.

Derivative Financial Instruments

We periodically enter into certain interest rate protection agreements to effectively convert or cap floating rate debt to a fixed rate, and to hedge anticipated future financing transactions, both of which qualify for cash flow hedge accounting treatment. Net amounts paid or received under these agreements are recognized as an adjustment to the interest expense of the corresponding debt. We do not utilize derivative financial instruments for trading or speculative purposes.

If a derivative qualifies as a cash flow hedge, the change in fair value of the derivative is recognized in other comprehensive income to the extent the hedge is effective, while the ineffective portion of the derivative’s change in fair value is recognized in earnings. Gains and losses on our interest rate protection agreements are subsequently included in earnings as an adjustment to interest expense in the same periods in which the related interest payments being hedged are recognized in earnings.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

We estimate the fair value of derivative instruments using standard market conventions and techniques such as discounted cash flow analysis, option pricing models and termination cost at each balance sheet date. For all hedging relationships, we formally document the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method of measuring ineffectiveness.

Use of Estimates

The preparation of the financial statements requires management to make a number of estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. The most significant estimates, as discussed within our Summary of Significant Accounting Policies, pertain to the critical assumptions utilized in testing real estate assets for impairment as well as in estimating the fair value of real estate assets when an impairment event has taken place. Actual results could differ from those estimates.

(4) Significant Acquisitions and Dispositions

Acquisitions

We acquired total income producing real estate related assets of $60.5 million, $219.9 million and $948.4 million in 2008, 2007 and 2006, respectively.

In December 2007, in order to further establish our property positions around strategic port locations, we purchased a portfolio of five industrial buildings in Seattle, Virginia and Houston, as well as approximately 161 acres of undeveloped land and a 12-acre container storage facility in Houston. The total price was $89.7 million and was financed in part through assumption of secured debt that had a fair value of $34.3 million. Of the total purchase price, $64.1 million was allocated to in-service real estate assets, $20.0 million was allocated to undeveloped land and the container storage facility, $5.4 million was allocated to lease related intangible assets, and the remaining amount was allocated to acquired working capital related assets and liabilities. The results of operations for the acquired properties since the date of acquisition have been included in continuing rental operations in our consolidated financial statements.

In February 2007, we completed the acquisition of Bremner Healthcare Real Estate (“Bremner”), a national health care development and management firm. The primary reason for the acquisition was to expand our development capabilities within the health care real estate market. The initial consideration paid to the sellers totaled $47.1 million, and the sellers may be eligible for further contingent payments over a three-year period following the acquisition. Approximately $39.0 million of the total purchase price was allocated to goodwill, which is attributable to the value of Bremner’s overall development capabilities and its in-place workforce. The results of operations for Bremner since the date of acquisition have been included in continuing operations in our consolidated financial statements.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In February 2006, we acquired the majority of a Washington, D.C. metropolitan area portfolio of suburban office and light industrial properties (the “Mark Winkler Portfolio”). The assets acquired for a purchase price of approximately $867.6 million were comprised of 32 in-service properties with approximately 2.9 million square feet for rental, 166 acres of undeveloped land, as well as certain related assets of the Mark Winkler Company, a real estate management company. The acquisition was financed primarily through assumed mortgage loans and new borrowings. The assets acquired and liabilities assumed were recorded at their estimated fair value at the date of acquisition, as summarized below (in thousands):

Operating rental properties	$	602,011
Undeveloped land		154,300
Total real estate investments		756,311
Other assets		10,478
Lease related intangible assets		86,047
Goodwill		14,722
Total assets acquired		867,558
Debt assumed		(148,527	)
Other liabilities assumed		(5,829	)
Purchase price, net of assumed liabilities	$	713,202

In December 2006, we contributed 23 of these in-service properties acquired from the Mark Winkler Portfolio with a basis of $381.6 million representing real estate investments and acquired lease related intangible assets to two new unconsolidated subsidiaries. Of the remaining nine in-service properties, eight were contributed to these two unconsolidated subsidiaries in 2007 and one remains in continuing operations as of December 31, 2008. The eight properties contributed in 2007 had a basis of $298.4 million representing real estate investments and acquired lease related intangible assets, and debt secured by these properties of $146.4 million was also assumed by the unconsolidated subsidiaries.

In the third quarter of 2006, we finalized the purchase of a portfolio of industrial real estate properties in Savannah, Georgia. We completed a majority of the purchase in January 2006. The assets acquired for a purchase price of approximately $196.2 million were comprised of 18 buildings with approximately 5.1 million square feet for rental as well as over 60 acres of undeveloped land. The acquisition was financed in part through assumed mortgage loans. The results of operations for the acquired properties since the date of acquisition have been included in continuing rental operations in our consolidated financial statements.

Dispositions

In March 2007, as part of our capital recycling program, we sold a portfolio of eight suburban office properties totaling 894,000 square feet in the Cleveland market. The sales price totaled $140.4 million, of which we received net proceeds of $139.3 million. We also sold a portfolio of twelve flex and light industrial properties in July 2007, totaling 865,000 square feet in the St. Louis market, for a sales price of $65.0 million, of which we received net proceeds of $64.2 million.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(5) Related Party Transactions

We provide property management, leasing, construction and other tenant related services to unconsolidated companies in which we have equity interests. For the years ended December 31, 2008, 2007 and 2006, respectively, we earned management fees of $7.8 million, $7.1 million and $4.4 million, leasing fees of $2.8 million, $4.2 million and $2.9 million and construction and development fees of $12.7 million, $13.1 million and $19.1 million from these companies. We recorded these fees based on contractual terms that approximate market rates for these types of services and we have eliminated our ownership percentages of these fees in the consolidated financial statements.

(6) Investments in Unconsolidated Companies

We have equity interests generally ranging from 10% to 50% in unconsolidated joint ventures that develop, own and operate rental properties and hold land for development.

Combined summarized financial information for the unconsolidated companies as of December 31, 2008 and 2007, and for the years ended December 31, 2008, 2007 and 2006, are as follows (in thousands):

	2008		2007		2006
Rental revenue	$	250,312	$	215,855	$	157,186
Net income	$	40,437	$	41,725	$	65,985
Land, buildings and tenant improvements, net	$	2,018,384	$	1,771,342
Construction in progress		192,153		105,796
Undeveloped land		179,024		114,253
Other assets		239,046		194,616
	$	2,628,607	$	2,186,007
Indebtedness	$	1,225,762	$	989,120
Other liabilities		248,093		224,468
		1,473,855		1,213,588
Owners’ equity		1,154,752		972,419
	$	2,628,607	$	2,186,007

Our share of the scheduled payments of long term debt for the unconsolidated joint ventures for each of the next five years and thereafter as of December 31, 2008 are as follows (in thousands):

Year	Future Repayments
2009	$	27,182
2010		168,163
2011		37,247
2012		44,661
2013		30,942
Thereafter		146,930
	$	455,125

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7) Discontinued Operations, Assets Held-for-Sale and Impairments

The amounts described in the following paragraphs and tables have been reclassified from the previously filed consolidated financial statements to reflect the reclassification of the operations of properties sold in the first quarter of 2009 to discontinued operations. During the period January 1, 2009 through March 31, 2009 we sold two properties owned by us and not classified as assets held for sale as of December 31, 2008. The results of operations for such properties have been reclassified as income from discontinued operations for the years ended December 31, 2008, 2007 and 2006 in the consolidated statements of operations. The effect of these reclassifications resulted in increases to income from discontinued operations of $1.6 million, $1.0 million and $1.2 million in the years ended December 31, 2008, 2007 and 2006, respectively.

After the effects of the above reclassification, we have classified operations of 63 buildings as discontinued operations for the three-year period ended December 31, 2008. As a result of the reclassification, income from discontinued operations now totals $20.2 million, $126.4 million, and $59.1 million for the years ended December 31, 2008, 2007 and 2006, respectively. These 63 buildings consist of 35 industrial and 28 office properties. Of these properties, eight were sold during 2008, 32 properties were sold during 2007, 21 properties were sold during 2006 and two additional properties were sold during the three-month period ended March 31, 2009.

We allocate interest expense to discontinued operations and have included such interest expense in computing income from discontinued operations. Interest expense allocable to discontinued operations includes interest on any secured debt for properties included in discontinued operations and an allocable share of our consolidated unsecured interest expense for unencumbered properties. The allocation of unsecured interest expense to discontinued operations was based upon the gross book value of the unencumbered real estate assets included in discontinued operations as it related to the total gross book value of our unencumbered real estate assets.

The following table illustrates operations of the buildings reflected in discontinued operations for the years ended December 31 (in thousands):

	2008			2007			2006
Revenues	$	19,347		$	37,182		$	75,510
Operating expenses		(6,089	)		(14,744	)		(26,592	)
Depreciation and amortization		(6,110	)		(7,318	)		(19,812	)
Operating income		7,148			15,120			29,106
Interest expense		(3,883	)		(9,746	)		(16,236	)
Income from discontinued operations, before gain on sales		3,265			5,374			12,870
Gain on sale of depreciable properties		16,961			121,071			46,254
Income from discontinued operations	$	20,226		$	126,445		$	59,124

The following table illustrates the allocation of the amounts attributable to common shareholders between continuing operations and discontinued operations for the years ended December 31 (in thousands):

	2008		2007		2006
Income from continuing operations attributable to common shareholders	$	31,179	$	93,336	$	90,786
Income from discontinued operations attributable to common shareholders		19,229		118,606		53,857
Net income attributable to common shareholders	$	50,408	$	211,942	$	144,643

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

At December 31, 2008, we have classified one in-service property as held-for-sale. The following table illustrates the aggregate balance sheet information of this held-for-sale property at December 31, 2008 (in thousands):

Real estate investments, net	$	16,813
Other assets		1,318
Total assets held-for-sale	$	18,131
Accrued expenses	$	379
Other liabilities		—
Total liabilities held-for-sale	$	379

As the result of disruptions in the U.S. economy and the difficulties of potential buyers in obtaining financing in the volatile credit markets, we determined that 28 properties no longer met the criteria for held-for-sale classification. As the result of removing these properties from held-for-sale classification, we recognized $13.2 million of additional depreciation expense in 2008.

As the result of a re-assessment of our intended use, as well as the negative effect of the overall economy on real estate values in certain of our markets, we recognized non-cash impairment charges of $8.6 million in 2008 on seven of our tracts of undeveloped land. We also recognized $2.8 million of impairment charges on two of our Build-for-Sale office rental properties that were under construction at December 31, 2008. The fair values of these assets were calculated either by discounting estimated future cash flows and sales proceeds or based on comparable transactions. All of the non-cash impairment charges recognized in 2008 are included in income from continuing operations.

We recorded impairment adjustments on depreciable properties of $266,000 in 2006. No impairment adjustments were recorded on depreciable properties in 2007.

(8) Indebtedness

Indebtedness at December 31, 2008 and 2007 consists of the following (in thousands):

	2008		2007
Fixed rate secured debt, weighted average interest rate of 6.13% at December 31, 2008, and 6.11% at December 31, 2007, maturity dates ranging from 2009 to 2027		$499,061	$	515,423
Variable rate secured debt, weighted average interest rate of 3.88% at December 31, 2008, and 3.35% at December 31, 2007, maturity dates ranging from 2014 to 2025		8,290		8,970
Fixed rate unsecured debt, weighted average interest rate of 5.93% at December 31, 2008, and 5.73% at December 31, 2007, maturity dates ranging from 2009 to 2028		3,285,980		3,217,976
Unsecured lines of credit, weighted average interest rate of 1.34% at December 31, 2008, and 5.52% at December 31, 2007 maturity dates ranging from 2010 to 2011		483,659		546,067
	$	4,276,990	$	4,288,436

Fixed Rate Secured Debt

As of December 31, 2008, the $507.4 million of secured debt was collateralized by rental properties with a carrying value of $710.5 million and by letters of credit in the amount of $8.4 million.

The fair value of our fixed rate secured debt as of December 31, 2008 was $438.0 million. We utilized a discounted cash flow methodology in order to determine the fair value of our fixed rate secured debt. The net present value of the difference between future contractual interest payments and future interest payments based on our estimate of a current market rate represents the difference between the book value and the fair value. Our estimate of a current market rate is

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

based upon the rate at which we estimate we could obtain similar borrowings when considering current market conditions. 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 (as described in Note 2) inputs.

Fixed Rate Unsecured Debt

We took the following actions during 2008 and 2007 as it pertains to our fixed rate unsecured indebtedness:

• In January 2008, we repaid $125.0 million of senior unsecured notes with an effective interest rate of 3.36% on their scheduled maturity date.

• In May 2008, we repaid $100.0 million of senior unsecured notes with an effective interest rate of 6.76% on their scheduled maturity date.

• In May 2008, we issued $325.0 million of 6.25% senior unsecured notes due in May 2013. After including the effect of forward starting swaps (see Note 14), which were designated as cash flow hedges for this offering, the effective interest rate is 7.36%.

• In August 2007, we repaid $100.0 million of senior unsecured notes on their scheduled maturity date that had an effective interest rate of 7.47%.

• In September 2007, we issued $300.0 million of 6.50% senior unsecured notes due in January 2018. This issuance was hedged with a forward starting interest rate swap that was settled and reduced the effective interest rate to 6.16%.

• In November 2007, we repaid $100.0 million of senior unsecured notes on their scheduled maturity date that had an effective interest rate of 3.63%.

The fair value of our fixed rate unsecured debt as of December 31, 2008 was approximately $2.2 billion. We utilized multiple broker estimates in estimating the fair value. Our unsecured notes are thinly traded and, in many cases, the broker estimates were not based upon comparable transactions. As such, we have determined that our estimation of the fair value of our fixed rate unsecured debt was primarily based upon Level 3 inputs.

The indentures (and related supplemental indentures) governing our outstanding series of notes also require us to comply with financial ratios and other covenants regarding our operations. We were in compliance with all such covenants as of December 31, 2008.

Unsecured Lines of Credit

Our unsecured lines of credit as of December 31, 2008 are described as follows (in thousands):

Description	Borrowing Capacity		Maturity Date	Outstanding at December 31, 2008
Unsecured Line of Credit – DRLP	$	1,300,000	January 2010	$	474,000
Unsecured Line of Credit – Consolidated Subsidiary	$	30,000	July 2011	$	9,659

We use the DRLP unsecured line of credit to fund development activities, acquire additional rental properties and provide working capital. 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. The stated rate on the amounts outstanding on the DRLP unsecured line of credit as of December 31, 2008 was LIBOR plus .525% (ranging from 1.005% to 2.355% as of December 31, 2008). We may, solely at our option, exercise an option to extend the maturity date to January 2011. This line of credit also contains various

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

financial covenants that require us to meet financial ratios and defined levels of performance, including those related to fixed charge, variable rate indebtedness, consolidated net worth and debt-to-net asset value. As of December 31, 2008, we were in compliance with all covenants under this line of credit.

The consolidated subsidiary’s unsecured line of credit allows for borrowings up to $30.0 million at a rate of LIBOR plus .85% (equal to 1.32% for outstanding borrowings as of December 31, 2008). This unsecured line of credit is used to fund development activities within the consolidated subsidiary and matures in July 2011 with a 12-month extension option.

The fair value of our unsecured lines of credit as of December 31, 2008 was $477.1 million. We utilized a discounted cash flow methodology in order to estimate the fair value. The net present value of the difference between future contractual interest payments and future interest payments based on our estimate of a current market rate represents the difference between the book value and the fair value. Our estimate of a current market rate is based upon the rate, considering current market conditions and our specific credit profile, at which we estimate we could obtain similar borrowings. The current market rate we utilized was internally estimated; therefore, we have concluded that our determination of fair value for our unsecured lines of credit was primarily based upon Level 3 inputs.

Changes in Fair Value

As all of our fair value debt disclosures relied primarily on Level 3 inputs, the following table summarizes the changes in the fair value of our debt for the year ended December 31, 2008 (in thousands):

	Fair Value at 12/31/07		Total Realized and Unrealized Losses/(Gains)			Issuances/ Payoffs			Adjustments to Fair Value			Fair Value at 12/31/08
Fixed rate secured debt	$	482,655	$	—		$	(5,676	)	$	(38,930	)	$	438,049
Variable rate secured debt		8,970		—			—			(680	)		8,290
Fixed rate unsecured notes		3,148,645		(2,053	)		63,522			(1,013,425	)		2,196,689
Unsecured lines of credit		546,067		—			(62,408	)		(6,579	)		477,080
Total	$	4,186,337	$	(2,053	)	$	(4,562	)	$	(1,059,614	)	$	3,120,108

Scheduled Maturities and Interest Paid

At December 31, 2008, the scheduled amortization and maturities of all indebtedness for the next five years and thereafter were as follows (in thousands):

Year	Amount
2009	$	257,697
2010		649,445
2011		1,053,621
2012		210,122
2013		483,889
Thereafter		1,642,014
	$	4,296,788

The amount of interest paid in 2008, 2007 and 2006 was $235.6 million, $225.8 million and $198.1 million, respectively. The amount of interest capitalized in 2008, 2007 and 2006 was $53.5 million, $59.2 million and $36.3 million, respectively.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(9) Segment Reporting

We have three reportable operating segments, the first two of which consist of the ownership and rental of office and industrial real estate investments. The operations of our office and industrial properties, along with our healthcare and retail properties, are collectively referred to as “Rental Operations”. Our healthcare and retail properties, which do not meet the quantitative thresholds defined in SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, are not separately presented as a reportable segment. The third reportable segment consists of our Build-for-Sale operations and providing various real estate services such as property management, maintenance, leasing, development and construction management to third-party property owners and joint ventures (and is collectively referred to as “Service Operations”). Our reportable segments offer different products or services and are managed separately because each segment requires different operating strategies and management expertise.

During the period between the completion of development, rehabilitation or repositioning of a Build-for-Sale property and the date the property is contributed to an unconsolidated company or sold to a third party, the property and its associated rental income and rental expenses are included in the applicable Rental Operations segment because the primary activity associated with the Build-for-Sale property during that period is rental activities. Upon contribution or sale, the resulting gain or loss is part of the income of the Service Operations business segment.

Other revenue consists of equity in earnings of unconsolidated companies as well as other operating revenues not identified with one of our operating segments. Segment FFO information (FFO is defined below) is calculated by subtracting operating expenses attributable to the applicable segment from segment revenues. Non-segment assets consist of corporate assets including cash, deferred financing costs and investments in unconsolidated companies. Interest expense and other non-property specific revenues and expenses are not allocated to individual segments in determining our performance measure.

We assess and measure consolidated operating results based upon an industry performance measure referred to as Funds From Operations (“FFO”), which management believes is a useful indicator of our operating performance. FFO is used by industry analysts and investors as a supplemental operating performance measure of a REIT. The National Association of Real Estate Investment Trusts (“NAREIT”) created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income determined in accordance with GAAP. FFO is a non-GAAP financial measure. The most comparable GAAP measure is net income (loss). FFO should not be considered as a substitute for net income or any other measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other companies. FFO attributable to common shareholders is calculated in accordance with the definition that was adopted by the Board of Governors of NAREIT. We do not allocate certain income and expenses to our operating segments and, thus, the operational measure presented on a segment-level basis is not meant to represent FFO as defined by NAREIT.

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. FFO, as defined by NAREIT, represents GAAP net income (loss), excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated real estate assets, plus certain non-cash

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

items such as real estate asset depreciation and amortization, and after similar adjustments for unconsolidated partnerships and joint ventures.

Management believes that the use of FFO, combined with the required primary GAAP presentations, improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes FFO is a useful measure for reviewing comparative operating and financial performance (although FFO should be reviewed in conjunction with net income, which remains the primary measure of performance) because by excluding gains or losses related to sales of previously depreciated real estate assets and excluding real estate asset depreciation and amortization, FFO provides a useful comparison of the operating performance of our real estate between periods or as compared to different companies.

The following table shows (i) the revenues and FFO for each of the reportable segments and (ii) a reconciliation of net income attributable to common shareholders to the calculation of FFO for the years ended December 31, 2008, 2007 and 2006 (in thousands):

	2008			2007			2006
Revenues
Rental Operations:
Office	$	558,070		$	552,438		$	537,829
Industrial		250,078			218,055			193,675
Non-reportable Rental Operations segments		31,987			20,952			5,775
Service Operations		434,624			311,548			330,195
Total Segment Revenues		1,274,759			1,102,993			1,067,474
Other Revenue		19,902			21,424			20,472
Consolidated Revenue from continuing operations		1,294,661			1,124,417			1,087,946
Discontinued Operations		19,347			37,182			75,510
Consolidated Revenue	$	1,314,008		$	1,161,599		$	1,163,456
Funds From Operations
Rental Operations:
Office	$	334,605		$	341,882		$	336,080
Industrial		191,795			166,827			150,122
Non-reportable Rental Operations segments		20,159			14,384			4,372
Services Operations		61,943			52,034			53,196
		608,502			575,127			543,770
Non-Segment Items:
Interest expense		(199,241	)		(175,429	)		(170,766	)
Impairment charges		(19,729	)		(5,658	)		(2,284	)
Interest and other income (expense), net		3,404			2,771			595
General and administrative expense		(39,508	)		(37,727	)		(35,916	)
Gain on land sales, net		12,651			33,998			8,192
Undeveloped land carrying costs		(8,204	)		(6,502	)		(5,892	)
Other non-segment income (expense)		17,332			19,025			17,789
Net income attributable to noncontrolling interests		(2,620	)		(17,342	)		(14,909	)
Noncontrolling interest share of FFO adjustments		(16,527	)		(10,983	)		(18,858	)
Joint venture items		61,643			50,085			37,774
Dividends on preferred shares		(71,426	)		(58,292	)		(56,419	)
Repurchase or redemption of preferred shares, net		14,046			(3,483	)		(2,633	)
Discontinued operations		9,375			12,692			37,113
Consolidated basic FFO attributable to common shareholders		369,698			378,282			337,556
Depreciation and amortization on continuing operations		(308,842	)		(270,373	)		(234,456	)
Depreciation and amortization on discontinued operations		(6,110	)		(7,318	)		(19,812	)
Company’s share of joint venture adjustments		(38,321	)		(26,948	)		(18,394	)
Earnings from depreciated property sales on discontinued operations		16,961			121,072			42,089
Earnings from depreciated property sales – share of joint venture		495			6,244			18,802
Noncontrolling interest share of FFO adjustments		16,527			10,983			18,858
Net income attributable to common shareholders	$	50,408		$	211,942		$	144,643

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The assets for each of the reportable segments as of December 31, 2008 and 2007 are as follows (in thousands):

	December 31, 2008		December 31, 2007
Assets
Rental Operations:
Office	$	3,758,839	$	3,705,928
Industrial		2,363,632		2,313,507
Non-reportable Rental Operations segments		364,848		312,246
Service Operations		373,186		476,033
Total Segment Assets		6,860,505		6,807,714
Non-Segment Assets		830,378		854,267
Consolidated Assets	$	7,690,883	$	7,661,981

In addition to revenues and FFO, we also review our recurring capital expenditures in measuring the performance of our individual Rental Operations segments. These recurring capital expenditures consist of tenant improvements, leasing commissions and building improvements. We review these expenditures to determine the costs associated with re-leasing vacant space and maintaining the condition of our properties. Our recurring capital expenditures by segment are summarized as follows for the years ended December 31, 2008, 2007 and 2006 (in thousands):

	2008		2007		2006
Recurring Capital Expenditures
Office	$	56,844	$	68,427	$	66,449
Industrial		16,443		16,454		16,210
Non-reportable Rental Operations segments		1,527		1,055		341
Total	$	74,814	$	85,936	$	83,000

(10) Leasing Activity

Future minimum rents due to us under non-cancelable operating leases at December 31, 2008 are as follows (in thousands):

Year	Amount
2009	$	725,314
2010		703,082
2011		622,876
2012		543,304
2013		447,890
Thereafter		1,534,866
	$	4,577,332

In addition to minimum rents, certain leases require reimbursements of specified operating expenses that amounted to $183.2 million, $177.2 million and $161.7 million for the years ended December 31, 2008, 2007 and 2006, respectively.

(11) Employee Benefit Plans

We maintain a 401(k) plan for full-time employees. We make matching contributions up to an amount equal to three percent of the employee’s salary and may also make annual discretionary contributions. The total expense recognized for this plan was $3.0 million, $3.7 million and $3.9 million for the years ended December 31, 2008, 2007 and 2006, respectively.

We make contributions to a contributory health and welfare plan as necessary to fund claims not covered by employee contributions. The total expense we recognized related to this plan was $9.6 million, $9.3 million and $9.4 million for 2008, 2007 and 2006, respectively. These expense amounts include estimates based upon the historical experience of claims incurred but not reported as of year-end.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(12) Shareholders’ Equity

We periodically use the public equity markets to fund the development and acquisition of additional rental properties or to pay down debt. The proceeds of these offerings are contributed to DRLP in exchange for an additional interest in DRLP.

Beginning in August 2007, we issued new shares of common stock under employee and non-employee stock purchase plans, as well as for dividend reinvestment plans. We received $15.5 million and $6.9 million of proceeds from these share issuances during the years ended December 31, 2008 and 2007, respectively.

In October 2007, we issued 7.0 million shares of our common stock for net proceeds of $232.7 million.

In February 2008, we issued $300.0 million of 8.375% Series O Cumulative Redeemable Preferred Shares and used the net proceeds to reduce the outstanding balance on DRLP’s unsecured line of credit. Our Series O Cumulative Redeemable Preferred Shares have no stated maturity date although they may be redeemed, at our option, beginning in February 2013.

During the fourth quarter of 2008, pursuant to the share repurchase plan approved by our board of directors, we repurchased 109,500 preferred shares from all of our outstanding series. The preferred shares repurchased had a total redemption value of approximately $27.4 million, and were repurchased for $12.4 million. In conjunction with the repurchases, approximately $924,000 of offering costs, the ratable portion of total offering costs associated with the repurchased shares, were charged against income attributable to common shareholders in the fourth quarter. A net gain of approximately $14.0 million was included in income attributable to common shareholders. All shares repurchased were retired prior to December 31, 2008.

In October 2007, we redeemed all of our outstanding 7.99% Series B Cumulative Redeemable Preferred Shares at a liquidation amount of $132.3 million. Offering costs of $3.5 million were charged against net income attributable to common shareholders in conjunction with the redemption of these shares.

The following series of preferred shares were outstanding as of December 31, 2008 (in thousands, except percentage data):

Description	Shares Outstanding	Dividend Rate		Optional Redemption Date	Liquidation Preference
Series J Preferred	396	6.625	%	August 29, 2008	$	99,058
Series K Preferred	598	6.500	%	February 13, 2009	$	149,550
Series L Preferred	797	6.600	%	November 30, 2009	$	199,075
Series M Preferred	673	6.950	%	January 31, 2011	$	168,272
Series N Preferred	435	7.250	%	June 30, 2011	$	108,630
Series O Preferred	1,168	8.375	%	February 22, 2013	$	292,040

All series of preferred shares require cumulative distributions and have no stated maturity date (although we may redeem all such preferred shares on or following their optional redemption dates at our option, in whole or in part).

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(13) Stock Based Compensation

We are authorized to issue up to 9,079,187 shares of our common stock under our stock based employee and non-employee compensation plans.

Cash flows resulting from tax deductions in excess of recognized compensation cost from the exercise of stock options (excess tax benefits) were not significant in any period presented.

Fixed Stock Option Plans

We had options outstanding under five fixed stock option plans as of December 31, 2008. Additional grants may be made under one of those plans. Stock option awards granted under our stock based employee and non-employee compensation plans generally vest over five years at 20% per year and have contractual lives of ten years. The exercise price for stock option grants is set at the fair value of our common stock on the day of grant.

The following table summarizes transactions under our stock option plans as of December 31, 2008:

			2008
	Shares		Weighted Average Exercise Price		Weighted Average Remaining Life	Aggregate Intrinsic Value (1) (in Millions)
Outstanding, beginning of year	5,850,956		$	29.84
Granted	2,792,012		$	23.34
Exercised	(232,886	)	$	22.21
Forfeited	(986,815	)	$	28.33
Outstanding, end of year	7,423,267		$	27.84	7.2	$	—
Options exercisable, end of year	2,703,868		$	27.96	4.9	$	—

(1) The aggregate intrinsic value represents the total pre-tax intrinsic value, based on the closing stock price of $10.96 at December 31, 2008, which would have been received by the option holders had all option holders exercised their options as of that date. This amount changes continuously based on the market prices of the stock.

Options granted in the years ended December 31, 2008, 2007 and 2006, respectively, had a weighted average fair value per option of $1.76, $2.89 and $3.60. As of December 31, 2008, there was $6.3 million of total unrecognized compensation expense related to stock options granted under the plans, which is expected to be recognized over a weighted average remaining period of 3.59 years. The total intrinsic value of options exercised during the years ended December 31, 2008, 2007 and 2006, respectively, was approximately $898,000, $5.6 million and $11.3 million. Compensation expense recognized for fixed stock option plans was $3.9 million, $2.3 million and $1.7 million for the years ended December 31, 2008, 2007 and 2006, respectively. The fair value of options vested during the years ended December 31, 2008, 2007 and 2006 was $2.6 million, $1.6 million and $1.6 million, respectively.

The fair values of the options were determined using the Black-Scholes option-pricing model with the following assumptions:

	2008	2007	2006
Dividend yield	6.75%	5.75%-6.50%	6.25%
Volatility	20.0%	18.0%	20.0%
Risk-free interest rate	2.79%	3.63-4.78%	4.5%
Expected life	5 years	5 years	6 years

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The risk free interest rate assumption is based upon observed interest rates appropriate for the term of our employee stock options. The dividend yield assumption is based on the history of and our present expectation of future dividend payouts. Our computation of expected volatility for the valuation of stock options granted in the years ended December 31, 2008, 2007 and 2006 is based on historic, and our present expectation of future volatility over a period of time equal to the expected term. The expected life of employee stock options represents the weighted average period the stock options are expected to remain outstanding.

Performance Share Plan

Performance shares were granted under the 2000 Performance Share Plan, with each performance share economically equivalent to one share of our common stock. The performance shares vest over a five-year period with the vesting percentage for a year dependent upon our attainment of certain predefined levels of earnings growth for such year. The performance shares have a contractual life of five years. In April 2006, the 2000 Performance Share Plan was amended to provide that awards would be settled in shares of common stock rather than cash. The fair value of existing awards was fixed at the date of the amendment and the fair value of subsequent awards will be fixed at the fair value of our common stock at the date of grant.

The following table summarizes transactions for our performance shares for the year ended December 31, 2008:

2000 Performance Share Plan	Vested		Unvested		Total
Performance Share Plan units at December 31, 2007	138,199		39,977		178,176
Granted	—		—		—
Vested	27,499		(27,499	)	—
Forfeited	—		(2,345	)	(2,345	)
Dividend reinvestments	21,283		—		21,283
Disbursements	(11,217	)	—		(11,217	)
Total Performance Share Plan units Outstanding at December 31, 2008	175,764		10,133		185,897

Compensation expense recognized for Performance Share Plan units was $201,000, $1.3 million and $1.2 million for 2008, 2007 and 2006, respectively. The total vest date fair value of shares vesting during the year ended December 31, 2008 was $991,000.

Shareholder Value Plan Awards

Our 2005 Shareholder Value Plan (“2005 SVP Plan”), a sub-plan of our 2005 Long-Term Incentive Plan, was approved by our shareholders in April 2005. Upon vesting, payout of the 2005 Shareholder Value Plan awards will be made in shares of our common stock. Under the 2005 SVP Plan, shareholder value awards fully vest three years after the date of grant. The number of common shares to be issued may range from 0%-300% of the target shares awarded and will be based upon our total shareholder return for such three-year period as compared to the S&P 500 Index and the NAREIT Real Estate 50 Index. Each index is weighted at 50%.

Awards made under the 2005 SVP Plan are measured at fair value, which is determined using a Monte Carlo simulation model that was developed to accommodate the unique features of the 2005 SVP Plan. Compensation cost recognized under the 2005 SVP Plan was $2.0 million, $1.5 million and $879,000 for the years ended December 31, 2008, 2007 and 2006, respectively.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table summarizes transactions for our awards under the 2005 SVP Plan for 2008:

2005 Shareholder Value Plan Awards	Number of SVP Units		Weighted Average Grant Date Fair Value
SVP awards at December 31, 2007	164,180		$	40.20
Granted	206,578		$	23.34
Vested	(70,847	)	$	34.17
Forfeited	(57,835	)	$	30.96
Other	(383	)	$	30.71
SVP awards at December 31, 2008	241,693		$	29.78

As of December 31, 2008, there was $2.0 million of total unrecognized compensation expense related to nonvested SVP Plan awards granted under the 2005 SVP Plan, which will be recognized over a weighted average period of 1.7 years. All 2005 SVP Plan awards have a contractual life of three years.

Restricted Stock Units

Under our 2005 Long-Term Incentive Plan and our 2005 Non-Employee Directors Compensation Plan approved by our shareholders in April 2005, restricted stock units (“RSUs”) may be granted to non-employee directors, executive officers and selected management employees. An RSU is economically equivalent to one share of our common stock. RSUs generally vest 20% per year over five years, have contractual lives of five years and are payable in shares of our common stock. However, RSUs granted to existing non-employee directors vest 100% over one year, and have contractual lives of one year. We recognize the value of the granted RSUs over this vesting period as expense.

The following table summarizes transactions for our RSUs, excluding dividend equivalents, for 2008:

Restricted Stock Units	Number of RSUs		Weighted Average Grant Date Fair Value
RSUs at December 31, 2007	261,098		$	37.87
Granted	275,616		$	23.35
Vested	(75,019	)	$	38.03
Forfeited	(60,320	)	$	30.20
RSUs at December 31, 2008	401,375		$	29.03

Compensation cost recognized for RSUs totaled $4.9 million, $3.0 million and $2.1 million for the years ended December 31, 2008, 2007 and 2006, respectively.

As of December 31, 2008, there was $4.8 million of total unrecognized compensation expense related to nonvested RSUs granted under the Plan, which is expected to be recognized over a weighted average period of 3.7 years.

(14) Financial Instruments

We are exposed to capital market risk, such as changes in interest rates. In an effort to manage interest rate risk, we may enter into interest rate hedging arrangements from time to time. We do not utilize derivative financial instruments for trading or speculative purposes.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In November 2007, we entered into forward starting interest swaps with notional amounts appropriate to hedge interest rates on $300.0 million of anticipated debt offerings in 2008. The forward starting swaps were appropriately designated and tested for effectiveness as cash flow hedges. In March 2008, we settled the forward starting swaps and made a cash payment of $14.6 million to the counterparties. An effectiveness test was performed as of the settlement date and it was concluded that a highly effective cash flow hedge was still in place for the expected debt offering. Of the amount paid in settlement, approximately $700,000 was immediately reclassified to interest expense, as the result of partial ineffectiveness calculated at the settlement date. The net amount of $13.9 million was recorded in Other Comprehensive Income (“OCI”) and is being recognized through interest expense over the life of the hedged debt offering, which took place in May 2008. The remaining unamortized amount included as a reduction to accumulated OCI as of December 31, 2008 is $12.0 million.

In August 2005, we entered into $300.0 million of cash flow hedges through forward starting interest rate swaps to hedge interest rates on $300.0 million of anticipated debt offerings in 2007. The swaps qualified for hedge accounting, with any changes in fair value recorded in OCI. In conjunction with the September 2007 issuance of $300.0 million of senior unsecured notes, we terminated these cash flow hedges as designated. The settlement amount received of $10.7 million is being recognized to earnings through a reduction of interest expense over the term of the hedged cash flows. The remaining unamortized amount included as an increase to accumulated OCI as of December 31, 2008 is $9.3 million. The ineffective portion of the hedge was insignificant.

In March 2005, we entered into $300.0 million of cash flow hedges through forward starting interest rate swaps to hedge interest rates on $300.0 million of anticipated debt offerings in 2006. The swaps qualified for hedge accounting, with any changes in fair value recorded in OCI. In March 2006, we issued $150.0 million of 5.50% senior unsecured notes due 2016 and terminated a corresponding amount of the cash flow hedges designated for this transaction. The settlement amount paid of approximately $800,000 is being recognized to earnings through interest expense ratably over the life of the senior unsecured notes and the ineffective portion of the hedge was insignificant. In August 2006, we issued $450.0 million of 5.95% senior unsecured notes due 2017 and $250.0 million of 5.63% senior unsecured notes due 2011 and terminated the remaining $150.0 million of cash flow hedges. The settlement amount received of approximately $1.6 million is being recognized to earnings through a reduction of interest expense ratably over the lives of the senior unsecured notes. The ineffective portion of the hedge was insignificant. The net remaining unamortized amount included as an increase to accumulated OCI related to these two swaps that were unwound in 2006 is approximately $599,000 as of December 31, 2008.

The effectiveness of our hedges is evaluated throughout their lives using the hypothetical derivative method under which the change in fair value of the actual swap designated as the hedging instrument is compared to the change in fair value of a hypothetical swap. We had no material interest rate derivatives, when considering both fair value and notional amount, at December 31, 2008.

DUKE REALTY CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(15) Commitments and Contingencies

We have guaranteed the repayment of $68.1 million of economic development bonds issued by various municipalities in connection with certain commercial developments. We will be required to make payments under our guarantees to the extent that incremental taxes from specified developments are not sufficient to pay the bond debt service. Management does not believe that it is probable that we will be required to make any significant payments in satisfaction of these guarantees.

We also have guaranteed the repayment of secured and unsecured loans of nine of our unconsolidated subsidiaries. At December 31, 2008, the maximum guarantee exposure for these loans was approximately $255.1 million. Additionally, we guaranteed $29.0 million of secured indebtedness related to a property sold to a third party in 2006. Management believes that the value of the underlying real estate exceeds the associated loan balances and that we will not be required to satisfy these guarantees.

We have entered into agreements, subject to the completion of due diligence requirements, resolution of certain contingencies and completion of customary closing conditions, for the future acquisitions of land totaling $8.0 million. In most cases, we may withdraw from land purchase contracts and the seller’s only recourse is earnest money deposits that we have already paid.

In October 2000, we sold or contributed industrial properties and undeveloped land with a fair value of $487.0 million to a joint venture (Dugan Realty LLC) in which we have a 50% interest and recognized a net gain of $35.2 million. In connection with this transaction, the joint venture partners were given an option to put up to a $50.0 million interest in the joint venture to us in exchange for our common stock or cash (at our option), subject to certain timing and other restrictions. As a result of this put option, we deferred $10.2 million of gain on sale of depreciated property and recorded a $50.0 million liability.

We are subject to various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the amount of any ultimate liability with respect to these actions will not materially affect our consolidated financial statements or results of operations.

(16) Subsequent Events

Declaration of Dividends

Our board of directors declared the following dividends at its regularly scheduled board meeting held on January 28, 2009:

Class	Quarterly Amount/Share		Record Date	Payment Date
Common	$	0.25	February 13, 2009	February 27, 2009
Preferred (per depositary share):
Series J	$	0.414063	February 13, 2009	February 27, 2009
Series K	$	0.406250	February 13, 2009	February 27, 2009
Series L	$	0.412500	February 13, 2009	February 27, 2009
Series M	$	0.434375	March 17, 2009	March 31, 2009
Series N	$	0.453125	March 17, 2009	March 31, 2009
Series O	$	0.523438	March 17, 2009	March 31, 2009

EX-99.3

Exhibit 99.3

Duke Realty Corporation Real Estate and Accumulated Depreciation December 31, 2008 (in thousands) Schedule III

		Building		Initial Cost		Cost Capitalized Subsequent to Development	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
ALLEN, TEXAS
Allen Central Park	One Allen Center	Office	—	1,966	11,051	2,672	1,720	13,969	15,689	696	2007	2007
ALPHARETTA, GEORGIA
Brookside Office Park	Radiant I	Office	—	1,269	14,697	132	1,269	14,829	16,098	3,521	1998	1999
Brookside Office Park	Brookside I	Office	—	1,625	8,545	4,131	1,492	12,809	14,301	3,319	1999	1999
Brookside Office Park	Radiant II	Office	—	831	6,755	203	831	6,958	7,789	1,415	2000	2000
Brookside Office Park	Brookside II	Office	—	1,381	11,025	2,239	1,248	13,397	14,645	3,586	2001	2001
NorthWinds Center	Northwinds VII	Office	—	2,271	19,557	1,589	2,304	21,113	23,417	5,363	1998	1999
NorthWinds Center	Northwinds I	Office	—	1,879	15,498	1,820	1,879	17,318	19,197	4,402	1997	2004
NorthWinds Center	Northwinds II	Office	—	1,796	15,973	665	1,796	16,638	18,434	4,494	1997	2004
NorthWinds Center	Northwinds III	Office	15,363	1,868	16,087	336	1,499	16,792	18,291	4,582	1998	2004
NorthWinds Center	Northwinds IV	Office	14,621	1,844	16,075	2,009	1,844	18,084	19,928	4,954	1999	2004
NorthWinds Center	Northwinds V	Office	—	2,215	15,514	1,911	2,215	17,425	19,640	4,504	1999	2004
NorthWinds Center	Northwinds VI	Office	—	2,662	15,297	858	2,662	16,155	18,817	4,503	2000	2004
NorthWinds Center	Northwinds Village	Retail	—	704	4,453	194	710	4,641	5,351	777	2000	2004
NorthWinds Center	Northwinds Restaurant	Retail	—	202	329	—	202	329	531	66	1997	2004
Ridgeland	1320 Ridgeland Parkway	Industrial	—	998	5,874	53	998	5,927	6,925	1,403	1999	1999
Ridgeland	1345 Ridgeland Parkway	Industrial	—	488	2,005	1,068	488	3,073	3,561	799	1999	1999
Ridgeland	1335 Ridgeland Pkwy	Industrial	—	579	2,105	790	579	2,895	3,474	845	2000	2000
Preston Ridge	Preston Ridge IV	Office	—	2,777	13,293	728	2,781	14,017	16,798	4,826	2000	2004
Windward	800 North Point Parkway	Office	—	1,250	18,443	—	1,250	18,443	19,693	2,832	1991	2003
Windward	900 North Point Parkway	Office	—	1,250	13,945	—	1,250	13,945	15,195	2,159	1991	2003
ARLINGTON HEIGHTS, ILLINOIS
Arlington Business Park	Atrium II	Office	—	776	6,800	2,316	776	9,116	9,892	2,825	1986	1998
ATLANTA, GEORGIA
Druid Chase	6 West Druid Hills Drive	Office	—	473	5,976	2,590	473	8,566	9,039	2,322	1968	1999
Druid Chase	2801 Buford Highway	Office	—	794	9,284	2,870	794	12,154	12,948	3,355	1977	1999
Druid Chase	1190 West Druid Hills Drive	Office	—	689	6,485	1,357	689	7,842	8,531	2,085	1980	1999
Center Pointe Medical I and II	Center Pointe I and II	Healthcare	30,659	9,697	29,194	7,714	9,697	36,908	46,605	5,591	1984	2007
AURORA, ILLINOIS
Meridian Business Campus	535 Exchange	Industrial	—	386	920	269	386	1,189	1,575	354	1984	1999
Meridian Business Campus	525 North Enterprise Street	Industrial	—	342	1,678	110	342	1,788	2,130	534	1984	1999
Meridian Business Campus	615 North Enterprise Street	Industrial	—	468	2,824	649	468	3,473	3,941	1,118	1984	1999
Meridian Business Campus	3615 Exchange	Industrial	—	410	1,603	140	410	1,743	2,153	568	1986	1999
Meridian Business Campus	4000 Sussex Avenue	Industrial	—	417	1,711	371	417	2,082	2,499	610	1990	1999
Meridian Business Campus	3737 East Exchange	Industrial	—	598	2,543	177	598	2,720	3,318	815	1985	1999
Meridian Business Campus	444 North Commerce Street	Industrial	—	722	5,403	597	722	6,000	6,722	1,879	1985	1999
Meridian Business Campus	880 North Enterprise Street	Industrial	—	1,150	5,669	626	1,150	6,295	7,445	1,664	2000	2000
Meridian Business Campus	Meridian Office Service Center	Industrial	—	567	1,083	1,701	567	2,784	3,351	724	2001	2001
Meridian Business Campus	Genera Corporation	Industrial	—	1,957	3,827	—	1,957	3,827	5,784	775	2004	2004
Butterfield East	Butterfield 550	Industrial	—	9,185	10,797	658	9,185	11,455	20,640	179	2008	2008
BALTIMORE, MARYLAND
Chesapeake Commerce Center	Baltimore Building B-2	Industrial	—	3,345	4,220	3,243	3,345	7,463	10,808	405	2008	2008
Chesapeake Commerce Center	Baltimore Building B-4	Industrial	—	6,488	9,213	1,502	6,488	10,715	17,203	387	2008	2008
BATAVIA, OHIO
Mercy Hospital Clermont MOB	Mercy Hospital Clermont MOB	Healthcare	—	—	8,249	831	—	9,080	9,080	930	2006	2007
BAY TOWN, TEXAS
Cedar Crossing Business Park	Cedar Crossing	Industrial	12,025	9,323	5,934	—	9,323	5,934	15,257	413	2005	2007
BERRY HILL, TENNESSEE
Four-Forty Business Center	Four-Forty Business Center I	Industrial	—	938	6,454	56	938	6,510	7,448	1,543	1997	1999
Four-Forty Business Center	Four-Forty Business Center III	Industrial	—	1,812	7,579	499	1,812	8,078	9,890	2,034	1998	1999
Four-Forty Business Center	Four-Forty Business Center IV	Industrial	—	1,522	5,480	485	1,522	5,965	7,487	1,472	1997	1999
Four-Forty Business Center	Four-Forty Business Center V	Industrial	—	471	3,321	526	471	3,847	4,318	1,631	1999	1999

Duke Realty Corporation	Schedule III
Real Estate and Accumulated Depreciation
December 31, 2008
(in thousands)

		Building		Initial Cost		Cost Capitalized Subsequent to Development or	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
BLOOMINGTON, MINNESOTA
Alpha Business Center	Alpha Business Ctr I&II	Office	—	280	1,383	366	280	1,749	2,029	455	1980	1999
Alpha Business Center	Alpha Business Ctr III&IV	Industrial	—	341	1,769	375	341	2,144	2,485	587	1980	1999
Alpha Business Center	Alpha Business Ctr V	Industrial	—	537	2,926	361	538	3,286	3,824	882	1980	1999
Hampshire Dist. Center	Hampshire Dist Center North	Industrial	945	779	4,488	286	779	4,774	5,553	1,387	1979	1997
Hampshire Dist. Center	Hampshire Dist Center South	Industrial	1,104	901	5,063	323	901	5,386	6,287	1,564	1979	1997
Norman Pointe Office Park	Norman Pointe I	Office	—	3,650	25,424	2,398	3,650	27,822	31,472	6,062	2000	2000
Norman Pointe Office Park	Norman Pointe II	Office	—	5,885	38,649	6,948	5,700	45,782	51,482	1,735	2007	2007
BLUE ASH, OHIO
McAuley Place	McAuley Place	Office	—	2,331	17,604	2,304	2,331	19,908	22,239	4,607	2001	2001
Huntington Bank Building	Huntington Bank Building	Office	—	175	241	—	175	241	416	78	1986	1996
Lake Forest/Westlake	Lake Forest Place	Office	—	1,953	18,663	4,198	1,953	22,861	24,814	7,159	1985	1996
Northmark Office Park	Northmark Building 1	Office	—	1,452	5,044	578	1,452	5,622	7,074	2,543	1987	2004
Lake Forest/Westlake	Westlake Center	Office	—	2,459	15,381	4,027	2,459	19,408	21,867	6,556	1981	1996
Landings	Landings Building I	Office	—	4,302	17,512	323	4,302	17,835	22,137	2,056	2006	2006
Landings	Landings Building II	Office	—	4,817	9,377	3,403	4,817	12,780	17,597	1,023	2007	2007
BOLINGBROOK, ILLINOIS
Joliet Road Business Park	555 Joliet Road, Bolingbrook	Industrial	—	2,184	9,284	780	2,332	9,916	12,248	1,844	2002	2002
Joliet Road Business Park	Dawes Transportation	Industrial	—	3,050	4,453	16	3,050	4,469	7,519	886	2005	2005
BRASELTON, GEORGIA
Braselton Business Park	Braselton II	Industrial	—	1,365	8,720	1,734	1,884	9,935	11,819	2,141	2001	2001
Park 85 at Braselton	Park 85 at Braselton Bldg 625	Industrial	—	9,855	25,690	1,639	9,855	27,329	37,184	3,190	2006	2005
Park 85 at Braselton	1350 Braselton Parkway	Industrial	—	8,227	8,874	1,417	8,227	10,291	18,518	411	2008	2008
BRENTOOD, TENNESSEE
Brentwood South Bus. Center	Brentwood South Bus Ctr I	Industrial	—	1,065	5,765	1,135	1,065	6,900	7,965	1,853	1987	1999
Brentwood South Bus. Center	Brentwood South Bus Ctr II	Industrial	—	1,065	2,759	1,304	1,065	4,063	5,128	1,025	1987	1999
Brentwood South Bus. Center	Brentwood South Bus Ctr III	Industrial	—	848	3,989	714	848	4,703	5,551	1,344	1989	1999
Creekside Crossing	Creekside Crossing I	Office	—	1,900	7,650	903	1,901	8,552	10,453	2,696	1998	1998
Creekside Crossing	Creekside Crossing II	Office	—	2,087	7,764	1,371	2,087	9,135	11,222	2,882	2000	2000
Creekside Crossing	Creekside Crossing III	Office	—	2,969	9,621	2,196	2,969	11,817	14,786	1,557	2006	2006
Creekside Crossing	Creekside Crossing IV	Office	—	2,966	8,104	3,380	2,877	11,573	14,450	607	2007	2007
BROOKLYN PARK, MINNESOTA
7300 Northland Drive	7300 Northland Drive	Industrial	—	700	6,570	289	703	6,856	7,559	2,163	1999	1998
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 1	Industrial	—	835	5,321	1,113	1,286	5,983	7,269	1,912	1998	1999
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 2	Industrial	—	449	2,700	674	599	3,224	3,823	935	1998	1999
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 3	Industrial	—	758	1,891	265	837	2,077	2,914	617	1999	1999
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 4	Industrial	—	2,079	7,324	1,331	2,397	8,337	10,734	2,988	1999	1999
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 5	Industrial	—	1,079	4,430	698	1,354	4,853	6,207	1,227	2000	2000
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 6	Industrial	—	788	2,755	2,204	1,031	4,716	5,747	1,694	2000	2000
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 10	Industrial	—	2,757	4,642	1,079	2,723	5,755	8,478	1,203	2005	2005
Crosstown North Bus. Ctr.	Crosstown North Bus. Ctr. 12	Industrial	—	4,564	8,708	300	4,564	9,008	13,572	1,343	2005	2005
BROWNSBURG, INDIANA
Ortho Indy West-MOB	Ortho Indy West-MOB	Healthcare	—	—	9,817	1,401	—	11,218	11,218	110	2008	2008
BUFFALO, NEW YORK
Office Development	HealthNow	Office	—	11,686	54,009	4,500	11,748	58,447	70,195	2,060	2007	2007
CARMEL, INDIANA
Hamilton Crossing	Hamilton Crossing I	Industrial	—	833	4,032	2,814	845	6,834	7,679	2,981	2000	1993
Hamilton Crossing	Hamilton Crossing II	Office	—	313	840	1,188	384	1,957	2,341	745	1997	1997
Hamilton Crossing	Hamilton Crossing III	Office	—	890	9,418	2,215	890	11,633	12,523	3,730	2000	2000
Hamilton Crossing	Hamilton Crossing IV	Office	—	515	5,186	605	598	5,708	6,306	1,554	1999	1999
Hamilton Crossing	Hamilton Crossing VI	Office	—	1,044	13,671	926	1,068	14,573	15,641	2,895	2004	2004
Meridian Technology Center	Meridian Tech Center	Office	—	376	2,693	1,108	376	3,801	4,177	1,046	1986	2002
West Carmel Marketplace	Burger King (Ground Lease)	Grounds	—	848	—	189	1,037	—	1,037	—	n/a	2007

Duke Realty Corporation Real Estate and Accumulated Depreciation December 31, 2008 (in thousands)											Schedule III
		Building		Initial Cost		Cost Capitalized Subsequent to Development	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
CAROL STREAM, ILLINOIS
Carol Stream Business Park	Carol Stream IV	Industrial	—	3,204	14,869	471	3,204	15,340	18,544	2,876	2004	2003
CARY, NORTH CAROLINA
Regency Forest	200 Regency Forest Dr.	Office	—	1,230	13,138	2,118	1,230	15,256	16,486	4,051	1999	1999
Regency Forest	100 Regency Forest Dr.	Office	—	1,538	9,437	1,904	1,618	11,261	12,879	2,763	1997	1999
Weston Parkway	6501 Weston Parkway	Office	—	1,775	10,195	1,480	1,775	11,675	13,450	3,033	1996	1999
Regency Creek	Regency Creek I	Office	—	3,626	8,054	3,421	3,626	11,475	15,101	273	2008	2008
CELEBRATION, FLORIDA
Celebration Business Center	Celebration Business Center I	Office	—	1,102	4,722	560	1,308	5,076	6,384	1,334	1997	1999
Celebration Business Center	Celebration Business Center II	Office	—	771	3,587	337	961	3,734	4,695	1,030	1997	1999
Celebration Office Center	Celebration Office Center I	Office	—	1,382	5,762	590	1,382	6,352	7,734	1,544	2000	2000
Celebration Office Center	Celebration Office Center II	Office	—	1,382	5,225	2,585	1,388	7,804	9,192	2,361	2001	2001
CHANTILLY, VIRGINIA
Northridge at Westfields	15002 Northridge Dr.	Office	—	2,082	1,663	447	2,082	2,110	4,192	142	2007	2007
Northridge at Westfields	15004 Northridge Dr.	Office	—	2,366	1,920	466	2,366	2,386	4,752	160	2007	2007
Northridge at Westfields	15006 Northridge Dr.	Office	—	2,920	2,276	1,059	2,920	3,335	6,255	224	2007	2007
TASC Campus	4807 Stonecroft	Office	—	7,218	25,965	34	7,218	25,999	33,217	1,027	2008	2008
CHILLICOTHE, OHIO
Adena Health Pavilion	Adena Health Pavilion	Healthcare	—	—	14,428	13	—	14,441	14,441	1,444	2006	2007
CINCINNATI, OHIO
311 Elm	311 Elm	Office	—	339	5,710	1,531	346	7,234	7,580	4,319	1986	1993
312 Elm	312 Elm	Office	—	4,750	46,310	5,238	5,428	50,870	56,298	20,038	1992	1993
312 Plum	312 Plum	Office	—	2,539	23,768	4,553	2,590	28,270	30,860	10,790	1987	1993
Blue Ash Office Center	Blue Ash Office Center VI	Office	—	518	2,597	656	518	3,253	3,771	985	1989	1997
Towers of Kenwood	Towers of Kenwood	Office	—	4,891	42,982	2,679	4,891	45,661	50,552	8,402	1989	2003
Governors Hill	8790 Governor’s Hill	Office	—	400	4,481	1,283	408	5,756	6,164	2,238	1985	1993
Governors Hill	8800 Governor’s Hill	Office	—	225	2,293	597	231	2,884	3,115	1,519	1985	1993
Governors Hill	8600/8650 Governor’s Hill Dr.	Office	—	1,220	18,163	6,235	1,245	24,373	25,618	9,763	1986	1993
Kenwood Executive Center	Kenwood Executive Center	Office	—	606	3,917	1,010	664	4,869	5,533	1,589	1981	1997
Kenwood Commons	8230 Kenwood Commons	Office	3,275	638	4,214	1,005	638	5,219	5,857	2,910	1986	1993
Kenwood Commons	8280 Kenwood Commons	Office	1,925	638	2,841	533	638	3,374	4,012	1,603	1986	1993
Kenwood Medical Office Bldg.	Kenwood Medical Office Bldg.	Office	—	—	7,663	100	—	7,763	7,763	1,931	1999	1999
Pfeiffer Place	Pfeiffer Place	Office	—	3,608	11,912	1,519	3,608	13,431	17,039	3,106	2001	2001
Pfeiffer Woods	Pfeiffer Woods	Office	—	1,450	12,260	1,803	2,131	13,382	15,513	3,572	1998	1999
Remington Office Park	Remington Park Building A	Office	—	560	1,448	1,095	560	2,543	3,103	702	1982	1997
Remington Office Park	Remington Park Building B	Office	—	560	1,121	953	560	2,074	2,634	595	1982	1997
Triangle Office Park	Triangle Office Park	Office	3,090	1,018	10,872	1,575	1,018	12,447	13,465	6,893	1985	1993
CLAYTON, MISSOURI
Interco Corporate Tower	Interco Corporate Tower	Office	—	6,150	42,867	2,920	6,150	45,787	51,937	9,632	1986	2002
COLUMBUS, OHIO
Easton	One Easton Oval	Office	—	2,789	9,941	790	2,789	10,731	13,520	3,156	1999	1999
Easton	Two Easton Oval	Office	—	2,489	16,196	2,236	2,489	18,432	20,921	5,047	1996	1998
Easton	Easton Way One	Office	—	1,874	8,893	664	1,874	9,557	11,431	2,823	2000	2000
Easton	Easton Way Two	Office	—	2,005	6,912	856	2,005	7,768	9,773	1,519	2001	2001
Easton	Easton Way Three	Office	—	2,768	10,990	24	2,693	11,089	13,782	3,542	2003	2003
Easton	Lane Bryant	Office	—	4,346	11,395	85	4,371	11,455	15,826	2,005	2006	2006
Easton	4400 Easton Commons	Office	—	1,886	7,779	1,110	1,886	8,889	10,775	1,508	2006	2006
Easton	4343 Easton Commons	Office	—	3,059	7,248	3,204	3,033	10,478	13,511	476	2007	2007
COPPELL, TEXAS
Freeport North	Freeport X	Industrial	—	8,198	18,249	3,031	8,198	21,280	29,478	6,115	2004	2004
Point West Office	Point West I	Office	—	5,513	9,288	1,626	5,513	10,914	16,427	346	2008	2008
Point West Industrial	Point West VI	Industrial	—	10,181	17,905	3,692	10,181	21,597	31,778	802	2008	2008
Point West Industrial	Point West VII	Industrial	—	6,785	13,668	2,462	6,785	16,130	22,915	827	2008	2008

Duke Realty Corporation	Schedule III
Real Estate and Accumulated Depreciation
December 31, 2008
(in thousands)

		Building		Initial Cost		Cost Capitalized Subsequent to Development	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
DAVENPORT, FLORIDA
Park 27 Distribution Center	Park 27 Distribution Center I	Industrial	—	2,449	6,107	33	2,449	6,140	8,589	1,712	2003	2003
Park 27 Distribution Center	Park 27 Distribution Center II	Industrial	—	4,374	8,218	4,618	4,374	12,836	17,210	733	2007	2007
DES PLAINES, ILLINOIS
2180 South Wolf Road	2180 South Wolf Road	Industrial	—	179	1,515	548	179	2,063	2,242	582	1969	1998
DOWNERS GROVE, ILLINOIS
Executive Towers	Executive Towers I	Office	—	2,652	23,196	7,243	2,652	30,439	33,091	9,230	1983	1997
Executive Towers	Executive Towers II	Office	—	3,386	26,931	10,771	3,386	37,702	41,088	10,945	1984	1997
Executive Towers	Executive Towers III	Office	—	3,512	32,168	6,855	3,512	39,023	42,535	12,926	1987	1997
DUBLIN, OHIO
Scioto Corporate Center	Scioto Corporate Center	Office	—	1,100	2,843	1,555	1,100	4,398	5,498	1,508	1987	1996
Tuttle Crossing	Qwest	Office	—	2,618	18,686	1,845	2,670	20,479	23,149	8,126	1990	1993
Tuttle Crossing	4600 Lakehurst	Office	—	1,494	12,776	561	1,524	13,307	14,831	5,248	1990	1993
Tuttle Crossing	4700 Lakehurst Court	Office	—	717	2,393	797	717	3,190	3,907	1,253	1994	1994
Tuttle Crossing	4675 Lakehurst	Office	—	605	5,853	176	605	6,029	6,634	2,189	1995	1995
Tuttle Crossing	5500 Glendon Court	Office	—	1,066	7,411	1,264	1,066	8,675	9,741	3,381	1995	1995
Tuttle Crossing	5555 Glendon Court	Office	—	1,600	7,139	1,649	1,767	8,621	10,388	3,379	1995	1995
Britton Central	6060 Britton Parkway	Office	—	1,601	8,725	182	1,601	8,907	10,508	4,600	1996	1996
Tuttle Crossing	Compmanagement	Office	—	867	4,397	683	867	5,080	5,947	1,945	1997	1997
Tuttle Crossing	4725 Lakehurst	Office	—	483	9,349	759	483	10,108	10,591	3,881	1998	1998
Tuttle Crossing	5555 Parkcenter Circle	Office	—	1,580	8,945	1,113	1,580	10,058	11,638	3,764	1992	1994
Tuttle Crossing	Parkwood Place	Office	—	1,690	11,534	1,094	1,690	12,628	14,318	5,286	1997	1997
Tuttle Crossing	Nationwide	Office	—	4,815	15,378	832	4,815	16,210	21,025	5,402	1996	1996
Tuttle Crossing	Emerald II	Office	—	495	2,638	249	495	2,887	3,382	841	1998	1998
Tuttle Crossing	Atrium II, Phase I	Office	—	1,649	9,309	557	1,649	9,866	11,515	3,176	1998	1998
Tuttle Crossing	Atrium II, Phase II	Office	—	1,597	7,962	1,134	1,597	9,096	10,693	2,618	1999	1999
Tuttle Crossing	Blazer I	Office	—	904	4,511	596	904	5,107	6,011	1,635	1999	1999
Tuttle Crossing	Parkwood II	Office	—	1,848	11,389	821	2,400	11,658	14,058	2,684	2000	2000
Tuttle Crossing	Blazer II	Office	—	1,016	5,798	1,010	1,016	6,808	7,824	1,924	2000	2000
Tuttle Crossing	Emerald III	Office	—	1,685	7,482	1,954	1,694	9,427	11,121	2,270	2001	2001
DULUTH, GEORGIA
Crestwood Pointe	3805 Crestwood Parkway	Office	—	877	14,720	1,485	877	16,205	17,082	4,360	1997	1999
Crestwood Pointe	3885 Crestwood Parkway	Office	—	878	13,882	1,168	878	15,050	15,928	3,751	1998	1999
Hampton Green	Hampton Green Office I	Office	—	1,388	11,199	776	1,388	11,975	13,363	3,412	2000	2000
Business Park At Sugarloaf	2775 Premiere Parkway	Industrial	6,784	560	4,671	277	565	4,943	5,508	1,231	1997	1999
Business Park At Sugarloaf	3079 Premiere Parkway	Industrial	12,085	776	6,363	2,007	783	8,363	9,146	2,819	1998	1999
Business Park At Sugarloaf	Sugarloaf Office I	Office	—	1,042	8,680	725	1,042	9,405	10,447	2,599	1998	1999
Business Park At Sugarloaf	2850 Premiere Parkway	Office	7,671	621	4,631	578	627	5,203	5,830	735	1997	2002
Business Park At Sugarloaf	Sugarloaf Office II (3039)	Office	—	972	3,784	625	1,006	4,375	5,381	760	1999	2002
Business Park At Sugarloaf	Sugarloaf Office III (2810)	Office	—	696	3,896	431	696	4,327	5,023	964	1999	2002
Business Park At Sugarloaf	2855 Premiere Parkway	Industrial	6,035	765	3,512	537	770	4,044	4,814	1,099	1999	1999
Business Park At Sugarloaf	6655 Sugarloaf	Industrial	11,093	1,651	6,985	89	1,659	7,066	8,725	1,265	1998	2001
Business Park At Sugarloaf	Sugarloaf Office IV	Office	—	623	2,695	471	623	3,166	3,789	823	2000	2000
Business Park At Sugarloaf	Sugarloaf Office V	Office	—	744	2,119	590	744	2,709	3,453	647	2001	2001
Business Park At Sugarloaf	Sugarloaf VI	Office	—	1,589	5,699	1,181	1,589	6,880	8,469	1,406	2005	2005
Business Park At Sugarloaf	Sugarloaf VII	Office	—	1,722	5,163	2,499	1,726	7,658	9,384	808	2006	2006
EAGAN, MINNESOTA
Apollo Industrial Center	Apollo Industrial Ctr I	Industrial	—	866	4,660	1,472	882	6,116	6,998	2,047	1997	1997
Apollo Industrial Center	Apollo Industrial Ctr II	Industrial	—	474	2,462	167	474	2,629	3,103	629	2000	2000
Apollo Industrial Center	Apollo Industrial Ctr III	Industrial	—	1,432	6,316	51	1,432	6,367	7,799	1,530	2000	2000
Silver Bell Commons	Silver Bell Commons	Industrial	—	1,807	6,191	1,748	1,908	7,838	9,746	2,485	1999	1999
Trapp Road Commerce Center	Trapp Road Commerce Center I	Industrial	—	671	3,847	453	700	4,271	4,971	1,180	1996	1998
Trapp Road Commerce Center	Trapp Road Commerce Center II	Industrial	—	1,250	6,738	1,095	1,266	7,817	9,083	2,335	1998	1998
EARTH CITY, MISSOURI
Earth City	Rider Trail	Office	—	2,615	10,769	2,407	2,615	13,176	15,791	3,994	1987	1997
Earth City	3300 Pointe 70	Office	—	1,186	6,447	2,551	1,186	8,998	10,184	2,946	1989	1997
Earth City	Corporate Center, Earth City	Industrial	—	783	3,399	1,506	783	4,905	5,688	2,345	2000	2000
Earth City	Corporate Trail Distribution	Industrial	—	2,850	6,163	856	2,850	7,019	9,869	847	2006	2006

Duke Realty Corporation	Schedule III
Real Estate and Accumulated Depreciation
December 31, 2008
(in thousands)

		Building		Initial Cost		Cost Capitalized Subsequent to Development	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
EAST POINT, GEORGIA
Camp Creek	Camp Creek Bldg 1400	Office	5,185	561	2,706	901	563	3,605	4,168	867	1988	2001
Camp Creek	Camp Creek Bldg 1800	Office	4,228	462	2,578	362	464	2,938	3,402	599	1989	2001
Camp Creek	Camp Creek Bldg 2000	Office	3,315	395	2,285	59	397	2,342	2,739	482	1989	2001
Camp Creek	Camp Creek Bldg 2400	Industrial	2,917	296	1,599	468	298	2,065	2,363	484	1988	2001
Camp Creek	Camp Creek Bldg 2600	Industrial	3,386	364	2,086	198	366	2,282	2,648	502	1990	2001
Camp Creek	Clorox Company	Industrial	19,135	4,406	9,512	609	4,841	9,686	14,527	1,944	2004	2004
Camp Creek	Camp Creek Building 1200	Office	—	1,334	2,246	1,069	1,334	3,315	4,649	1,190	2005	2005
Camp Creek	3900 North Commerce	Industrial	5,267	1,059	2,966	—	1,059	2,966	4,025	457	2005	2005
Camp Creek	3909 North Commerce	Industrial	—	5,687	10,192	12,209	8,818	19,270	28,088	2,332	2006	2006
Camp Creek	Hartsfield Warehouse BTS	Industrial	11,809	2,065	7,076	64	2,065	7,140	9,205	717	2006	2006
Camp Creek	Camp Creek Building 1000	Office	—	1,537	2,459	1,115	1,537	3,574	5,111	716	2006	2006
Camp Creek	3000 Centre Parkway	Industrial	—	1,163	1,884	964	1,170	2,841	4,011	338	2007	2007
Camp Creek	1500 Centre Parkway	Office	—	1,683	5,564	743	1,683	6,307	7,990	162	2008	2008
Camp Creek	1100 Centre Parkway	Office	—	1,309	4,881	290	1,311	5,169	6,480	205	2008	2008
Camp Creek	4800 N. Commerce Dr. (Site Q)	Industrial	—	2,476	4,650	125	2,476	4,775	7,251	35	2008	2008
ELLABELL, GEORGIA
Crossroads (Savannah)	1086 Orafold Pkwy	Industrial	11,209	2,042	13,104	190	2,046	13,290	15,336	469	2006	2008
EVANSVILLE, INDIANA
St. Mary’s Heart Institute	St. Mary’s Heart Institute	Healthcare	—	—	20,792	1,534	—	22,326	22,326	1,892	2006	2007
FAIRFIELD, OHIO
Thunderbird Building 1	Thunderbird Building 1	Industrial	—	248	1,617	334	248	1,951	2,199	681	1991	1995
FISHERS, INDIANA
Exit 5	Exit 5 Building 1	Industrial	—	822	2,695	158	822	2,853	3,675	896	1999	1999
Exit 5	Exit 5 Building 2	Industrial	—	749	4,102	395	749	4,497	5,246	1,838	2000	2000
St. Vincent Northeast MOB	St. Vincent Northeast MOB	Healthcare	—	—	23,101	2,330	—	25,431	25,431	526	2008	2008
FRANKLIN, TENNESSEE
Aspen Grove Business Center	Aspen Grove Business Ctr I	Industrial	—	936	6,382	2,825	936	9,207	10,143	2,849	1996	1999
Aspen Grove Business Center	Aspen Grove Business Ctr II	Industrial	—	1,151	6,459	701	1,151	7,160	8,311	1,755	1996	1999
Aspen Grove Business Center	Aspen Grove Business Ctr III	Industrial	—	970	5,571	133	970	5,704	6,674	1,474	1998	1999
Aspen Grove Business Center	Aspen Grove Business Center IV	Industrial	—	492	2,416	20	492	2,436	2,928	524	2002	2002
Aspen Grove Business Center	Aspen Grove Business Ctr V	Industrial	—	943	5,172	2,483	943	7,655	8,598	1,914	1996	1999
Aspen Grove Business Center	Aspen Grove Flex Center II	Industrial	—	240	1,289	383	240	1,672	1,912	196	1999	1999
Aspen Grove Business Center	Aspen Grove Office Center I	Office	—	950	6,170	2,545	950	8,715	9,665	2,261	1999	1999
Aspen Grove Business Center	Aspen Grove Flex Center I	Industrial	—	301	1,216	639	301	1,855	2,156	502	1999	1999
Aspen Grove Business Center	Aspen Grove Flex Center III	Industrial	—	327	1,593	847	327	2,440	2,767	859	2001	2001
Aspen Grove Business Center	Aspen Grove Flex Center IV	Industrial	—	205	861	205	205	1,066	1,271	199	2001	2001
Aspen Grove Business Center	Aspen Corporate Center 100	Office	—	723	3,451	94	723	3,545	4,268	982	2004	2004
Aspen Grove Business Center	Aspen Corporate Center 200	Office	—	1,306	1,870	1,349	1,306	3,219	4,525	600	2006	2006
Aspen Grove Business Center	Aspen Corporate Center 300	Office	—	1,451	2,050	258	1,453	2,306	3,759	34	2008	2008
Aspen Grove Business Center	Aspen Corporate Center 400	Office	—	1,833	2,621	2,435	1,833	5,056	6,889	357	2007	2007
Aspen Grove Business Center	Aspen Grove Office Center II	Office	—	2,320	8,177	3,739	2,320	11,916	14,236	1,307	2007	2007
Brentwood South Bus. Center	Brentwood South Bus Ctr IV	Industrial	—	569	2,435	1,108	704	3,408	4,112	865	1990	1999
Brentwood South Bus. Center	Brentwood South Bus Ctr V	Industrial	—	445	1,932	124	445	2,056	2,501	504	1990	1999
Brentwood South Bus. Center	Brentwood South Bus Ctr VI	Industrial	—	489	1,240	610	489	1,850	2,339	477	1990	1999
FRANKLIN PARK, ILLINOIS
O’Hare Distribution Center	O’Hare Distribution Ctr	Industrial	—	3,900	3,013	760	3,900	3,773	7,673	167	2007	2007
FRISCO, TEXAS
Duke Bridges	Duke Bridges III	Office	—	4,647	7,546	4,071	4,647	11,617	16,264	762	2007	2007
FT. WAYNE, INDIANA
Parkview Ambulatory Svcs - MOB	Parkview Ambulatory Svcs - MOB	Healthcare	—	937	10,974	1,745	937	12,719	13,656	473	2007	2007
GARDEN CITY, GEORGIA
Aviation Court	Aviation Court Land	Grounds	—	1,509	—	—	1,509	—	1,509	56	n/a	2006

Duke Realty Corporation Real Estate and Accumulated Depreciation December 31, 2008 (in thousands) Schedule III

		Building		Initial Cost		Cost Capitalized Subsequent to Development	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
GOODYEAR, ARIZONA
Goodyear Crossing Ind. Park	Goodyear One	Industrial	—	5,142	4,942	594	5,142	5,536	10,678	240	2008	2008
Goodyear Crossing Ind. Park	Goodyear Two	Industrial	—	10,040	9,598	7,269	10,040	16,867	26,907	659	2008	2008
GRAND PRAIRIE, TEXAS
Grand Lakes	Grand Lakes I	Industrial	—	8,106	13,069	399	8,040	13,534	21,574	2,236	2006	2006
Grand Lakes	Grand Lakes II	Industrial	—	11,853	16,714	3,286	11,853	20,000	31,853	954	2008	2008
GROVEPORT, OHIO
6600 Port Road	6600 Port Road	Industrial	—	2,725	23,261	1,422	2,850	24,558	27,408	7,634	1998	1997
Groveport Commerce Center	Groveport Commerce Center #437	Industrial	—	1,049	6,759	1,244	1,065	7,987	9,052	2,007	1999	1999
Groveport Commerce Center	Groveport Commerce Center #168	Industrial	—	510	3,490	1,082	510	4,572	5,082	1,385	2000	2000
Groveport Commerce Center	Groveport Commerce Center #345	Industrial	—	1,045	6,435	942	1,045	7,377	8,422	2,031	2000	2000
Groveport Commerce Center	Groveport Commerce Center #667	Industrial	—	4,420	14,172	360	4,420	14,532	18,952	3,071	2005	2005
HAZELWOOD, MISSOURI
Hazelwood	Lindbergh Distribution Center	Industrial	—	8,200	10,305	2,974	8,227	13,252	21,479	755	2007	2007
HEBRON, KENTUCKY
Southpark, KY	Southpark Building 4	Industrial	—	779	3,341	308	779	3,649	4,428	1,355	1994	1994
Southpark, KY	CR Services	Industrial	—	1,085	4,214	1,410	1,085	5,624	6,709	2,106	1994	1994
Hebron Industrial Park	Hebron Building 1	Industrial	—	8,855	11,527	227	8,855	11,754	20,609	1,904	2006	2006
Hebron Industrial Park	Hebron Building 2	Industrial	—	6,790	9,039	1,533	6,799	10,563	17,362	588	2007	2007
HOPKINS, MINNESOTA
Cornerstone Business Center	Cornerstone Business Center	Industrial	4,211	1,469	8,390	497	1,543	8,813	10,356	2,630	1996	1997
HOUSTON, TEXAS
Sam Houston Crossing	Sam Houston Crossing One	Office	—	4,016	8,535	4,556	4,052	13,055	17,107	536	2007	2007
Point North Cargo Park	Point North One	Industrial	—	3,125	3,420	429	3,125	3,849	6,974	151	2008	2008
Westland Business Park	Westland I	Industrial	—	4,183	5,200	2,635	4,233	7,785	12,018	393	2008	2008
HUTCHINS, TEXAS
Duke Intermodal Park	Duke Intermodal I	Industrial	—	5,290	9,242	1,091	5,290	10,333	15,623	976	2006	2006
INDEPENDENCE, OHIO
Corporate Plaza	Corporate Plaza I	Office	—	2,116	14,072	2,664	2,116	16,736	18,852	5,726	1989	1996
Corporate Plaza	Corporate Plaza II	Office	—	1,841	11,823	3,051	1,841	14,874	16,715	4,814	1991	1996
Freedom Square	Freedom Square I	Office	—	595	3,725	871	600	4,591	5,191	1,561	1980	1996
Freedom Square	Freedom Square II	Office	—	1,746	11,485	2,300	1,746	13,785	15,531	4,444	1987	1996
Freedom Square	Freedom Square III	Office	—	701	5,856	484	701	6,340	7,041	2,048	1997	1997
Oak Tree Place	Oak Tree Place	Office	—	703	4,555	905	703	5,460	6,163	1,662	1995	1997
Park Center Plaza	Park Center Plaza I	Office	—	2,193	11,212	1,629	2,193	12,841	15,034	3,621	1998	1998
Park Center Plaza	Park Center Plaza II	Office	—	2,190	11,232	1,629	2,190	12,861	15,051	3,321	1999	1999
Park Center Plaza	Park Center Plaza III	Office	—	2,190	11,405	2,830	2,190	14,235	16,425	4,179	2000	2000
INDIANAPOLIS, INDIANA
Park 100	Park 465	Industrial	—	124	759	24	124	783	907	86	1983	2005
Franklin Road Business Park	Franklin Road Business Center	Industrial	—	594	9,149	1,614	594	10,763	11,357	4,130	1998	1995
6061 Guion Road	6061 Guion Rd	Industrial	—	274	1,798	194	274	1,992	2,266	735	1974	1995
Hillsdale	Hillsdale Technecenter 4	Industrial	—	366	4,867	1,556	366	6,423	6,789	2,395	1987	1993
Hillsdale	Hillsdale Technecenter 5	Industrial	—	251	2,873	1,121	251	3,994	4,245	1,488	1987	1993
Hillsdale	Hillsdale Technecenter 6	Industrial	—	315	2,962	2,299	315	5,261	5,576	1,911	1987	1993
Keystone Crossing	8555 N. River Road	Office	—	—	5,815	1,234	—	7,049	7,049	2,337	1985	1997
One North Capitol	One North Capitol	Office	—	1,439	9,116	1,808	1,439	10,924	12,363	3,068	1980	1998
8071 Township Line Road	8071 Township Line Road	Healthcare	—	—	2,319	866	—	3,185	3,185	131	2007	2007
Park 100	Park 100 Bldg 31	Industrial	—	64	369	136	64	505	569	45	1978	2005
Park 100	Park 100 Building 96	Industrial	—	1,414	13,804	113	1,667	13,664	15,331	4,993	1997	1995
Park 100	Park 100 Building 98	Industrial	—	273	8,036	2,286	273	10,322	10,595	4,235	1995	1994
Park 100	Park 100 Building 100	Industrial	—	103	2,033	705	103	2,738	2,841	1,001	1995	1995
Park 100	Park 100 Building 102	Office	—	182	1,118	195	182	1,313	1,495	139	1982	2005
Park 100	Park 100 Building 107	Industrial	—	99	1,698	381	99	2,079	2,178	748	1984	1995
Park 100	Park 100 Building 109	Industrial	—	240	1,727	400	246	2,121	2,367	1,132	1985	1986

Duke Realty Corporation	Schedule III
Real Estate and Accumulated Depreciation
December 31, 2008
(in thousands)

		Building		Initial Cost		Cost Capitalized Subsequent to Development	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
Park 100	Park 100 Building 116	Office	—	341	2,930	491	348	3,414	3,762	1,652	1988	1988
Park 100	Park 100 Building 118	Office	—	226	2,161	845	230	3,002	3,232	1,210	1988	1993
Park 100	Park 100 Building 119	Office	—	283	3,667	1,394	395	4,949	5,344	2,408	1989	1993
Park 100	Park 100 Building 122	Industrial	—	284	3,695	1,021	290	4,710	5,000	2,002	1990	1993
Park 100	Park 100 Building 124	Office	—	227	2,496	435	227	2,931	3,158	540	1992	2002
Park 100	Park 100 Building 127	Industrial	—	96	1,654	454	96	2,108	2,204	770	1995	1995
Park 100	Park 100 Building 141	Industrial	—	1,120	3,305	101	1,120	3,406	4,526	720	2005	2005
Park 100	UPS Parking	Grounds	—	270	—	—	270	—	270	102	n/a	1997
Park 100	Norgate Ground Lease	Grounds	—	51	—	—	51	—	51	—	n/a	1995
Park 100	Zollman Ground Lease	Grounds	—	115	—	—	115	—	115	—	n/a	1994
Park 100	Bldg 111 Parking Lot	Grounds	—	196	—	—	196	—	196	82	n/a	1994
Park 100	Becton Dickinson Lot	Grounds	—	—	—	—	—	—	—	—	n/a	1993
Park 100	3.58 acres on Allison Avenue	Grounds	—	242	—	—	242	—	242	41	n/a	2000
Park 100	Hewlett-Packard Land Lease	Grounds	—	252	—	—	252	—	252	33	n/a	2003
Park 100	Park 100 Bldg 121 Land Lease	Grounds	—	5	—	—	5	—	5	1	n/a	2003
Park 100	Hewlett Packard Land Lse-62	Grounds	—	45	—	—	45	—	45	6	n/a	2003
Park 100	West 79th St. Parking Lot LL	Grounds	—	350	—	697	1,047	—	1,047	60	n/a	2006
Park Fletcher	Park Fletcher Building 33	Industrial	—	1,237	5,264	17	1,237	5,281	6,518	537	1997	2006
Park Fletcher	Park Fletcher Building 34	Industrial	—	1,331	5,632	204	1,331	5,836	7,167	653	1997	2006
Park Fletcher	Park Fletcher Building 35	Industrial	—	380	1,464	38	380	1,502	1,882	173	1997	2006
Park Fletcher	Park Fletcher Building 36	Industrial	—	476	2,355	30	476	2,385	2,861	234	1997	2006
Park Fletcher	Park Fletcher Building 37	Industrial	—	286	653	2	286	655	941	82	1998	2006
Park Fletcher	Park Fletcher Building 38	Industrial	—	1,428	5,957	68	1,428	6,025	7,453	575	1999	2006
Park Fletcher	Park Fletcher Building 39	Industrial	—	570	2,130	117	570	2,247	2,817	233	1999	2006
Park Fletcher	Park Fletcher Building 40	Industrial	—	761	3,363	407	761	3,770	4,531	391	1999	2006
Park Fletcher	Park Fletcher Building 41	Industrial	—	952	4,310	78	952	4,388	5,340	420	2001	2006
Park Fletcher	Park Fletcher Building 42	Industrial	—	2,095	8,301	14	2,095	8,315	10,410	707	2001	2006
Parkwood Crossing	One Parkwood Crossing	Office	—	1,018	9,598	1,156	1,028	10,744	11,772	3,734	1989	1995
Parkwood Crossing	Three Parkwood Crossing	Office	—	1,377	8,495	897	1,387	9,382	10,769	3,410	1997	1997
Parkwood Crossing	Four Parkwood Crossing	Office	—	1,489	11,308	724	1,537	11,984	13,521	3,646	1998	1998
Parkwood Crossing	Five Parkwood Crossing	Office	—	1,485	11,666	1,001	1,528	12,624	14,152	3,602	1999	1999
Parkwood Crossing	Six Parkwood Crossing	Office	—	1,960	16,055	1,080	1,960	17,135	19,095	5,569	2000	2000
Parkwood Crossing	Eight Parkwood Crossing	Office	—	6,435	15,899	486	6,435	16,385	22,820	4,172	2003	2003
Parkwood Crossing	Nine Parkwood Crossing	Office	—	6,046	15,991	1,067	6,047	17,057	23,104	2,925	2005	2005
Parkwood West	One West	Office	—	5,361	16,182	4,602	5,361	20,784	26,145	913	2007	2007
River Road—Indianapolis	River Road Building I	Office	—	856	7,725	1,790	856	9,515	10,371	4,072	1998	1998
River Road—Indianapolis	River Road Building II	Office	—	1,827	8,416	1,246	1,827	9,662	11,489	208	2008	2008
Woodland Corporate Park	Woodland Corporate Park I	Office	—	290	3,423	911	320	4,304	4,624	1,210	1998	1998
Woodland Corporate Park	Woodland Corporate Park II	Office	—	271	3,529	896	297	4,399	4,696	1,489	1999	1999
Woodland Corporate Park	Woodland Corporate Park III	Office	—	1,227	4,135	358	1,227	4,493	5,720	1,393	2000	2000
Woodland Corporate Park	Woodland Corporate Park IV	Office	—	715	7,231	534	715	7,765	8,480	2,797	2000	2000
Woodland Corporate Park	Woodland Corporate Park V	Office	—	768	10,000	27	768	10,027	10,795	2,172	2003	2003
Woodland Corporate Park	Woodland Corporate Park VI	Office	—	2,145	10,165	3,801	2,145	13,966	16,111	474	2008	2008
LAKE FOREST, ILLINOIS
Bradley Business Center	13825 West Laurel Drive	Industrial	—	750	1,401	906	750	2,307	3,057	808	1985	1999
Conway Park	One Conway Park	Office	—	1,901	17,200	2,812	1,901	20,012	21,913	5,665	1989	1998
Conway Park	West Lake at Conway	Office	—	4,218	10,461	1,309	4,218	11,770	15,988	284	2008	2008
LAKE MARY, FLORIDA
Northpoint	Northpoint Center I	Office	—	1,087	10,359	1,528	1,087	11,887	12,974	3,101	1998	2001
Northpoint	Northpoint Center II	Office	—	1,202	9,124	1,072	1,202	10,196	11,398	2,335	1999	2001
Northpoint	Northpoint III	Office	—	1,552	10,252	210	1,552	10,462	12,014	3,310	2001	2001
Northpoint	Northpoint IV	Office	—	1,605	8,157	4,722	1,605	12,879	14,484	2,960	2002	2002
LAWRENCEVILLE, GEORGIA
Hillside at Huntcrest	Huntcrest I	Office	—	1,193	10,829	2,680	1,193	13,509	14,702	3,259	2000	2001
Hillside at Huntcrest	Huntcrest II	Office	—	927	9,458	1,049	927	10,507	11,434	1,953	2000	2001
Hillside at Huntcrest	Huntcrest III	Office	—	1,358	12,716	367	1,358	13,083	14,441	3,210	2001	2002
Hillside at Huntcrest	Huntcrest IV	Office	—	1,295	5,742	480	1,306	6,211	7,517	992	2004	2004
Other Northeast I85 Properties	Weyerhaeuser BTS	Industrial	9,197	3,974	3,101	22	3,982	3,115	7,097	1,042	2004	2004

Duke Realty Corporation Real Estate and Accumulated Depreciation December 31, 2008 (in thousands) Schedule III

		Building		Initial Cost		Cost Capitalized Subsequent to Development	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
LEBANON, INDIANA
Lebanon Business Park	Lebanon Building 4	Industrial	11,491	305	9,012	236	305	9,248	9,553	2,517	2000	1997
Lebanon Business Park	Lebanon Building 9	Industrial	10,273	554	6,871	770	554	7,641	8,195	2,040	1999	1999
Lebanon Business Park	Lebanon Building 12	Industrial	24,360	5,163	13,207	394	5,163	13,601	18,764	3,420	2003	2003
Lebanon Business Park	Lebanon Building 13	Industrial	9,270	561	6,579	83	1,901	5,322	7,223	1,575	2003	2003
Lebanon Business Park	Lebanon Building 14	Industrial	19,626	2,813	12,056	809	2,813	12,865	15,678	1,995	2005	2005
LEBANON, TENNESSEE
Park 840 Logistics Center	Pk 840 Logistics Cnt. Bldg 653	Industrial	—	6,776	11,125	1,283	6,776	12,408	19,184	1,350	2006	2006
LISLE, ILLINOIS
Corporate Lakes Business Park	2275 Cabot Drive	Office	—	3,355	7,008	6	3,355	7,014	10,369	1,169	1996	2004
MARYLAND HEIGHTS, MISSOURI
Riverport Business Park	Riverport Tower	Office	—	3,549	29,086	8,324	3,954	37,005	40,959	12,415	1991	1997
Riverport Business Park	Riverport Distribution	Industrial	—	242	2,230	1,059	242	3,289	3,531	897	1990	1997
Riverport Business Park	Express Scripts Service Center	Industrial	—	1,197	8,755	427	1,197	9,182	10,379	2,871	1992	1997
Riverport Business Park	13900 Riverport Drive	Office	—	2,285	9,467	295	2,285	9,762	12,047	2,782	1999	1999
Riverport Business Park	Riverport 1	Industrial	—	900	2,763	388	900	3,151	4,051	1,014	1999	1999
Riverport Business Park	Riverport 2	Industrial	—	1,238	4,161	103	1,238	4,264	5,502	1,243	2000	2000
Riverport Business Park	Riverport III	Industrial	—	1,269	3,376	2,171	1,269	5,547	6,816	2,329	2001	2001
Riverport Business Park	Riverport IV	Industrial	—	1,864	3,362	1,568	1,864	4,930	6,794	414	2007	2007
MASON, OHIO
Deerfield Crossing	Deerfield Crossing A	Office	—	1,493	11,551	1,209	1,493	12,760	14,253	3,315	1999	1999
Deerfield Crossing	Deerfield Crossing B	Office	—	1,069	13,349	535	1,069	13,884	14,953	4,896	2001	2001
Governors Pointe	Governor’s Pointe 4770	Office	—	586	7,759	898	596	8,647	9,243	4,263	1986	1993
Governors Pointe	Governor’s Pointe 4705	Office	—	719	6,100	3,726	987	9,558	10,545	3,903	1988	1993
Governors Pointe	Governor’s Pointe 4605	Office	—	630	17,632	3,843	909	21,196	22,105	8,278	1990	1993
Governors Pointe	Governor’s Pointe 4660	Office	—	385	4,189	396	529	4,441	4,970	1,482	1997	1997
Governors Pointe	Governor’s Pointe 4680	Office	—	1,115	6,869	1,051	1,115	7,920	9,035	2,656	1998	1998
Governors Pointe Retail	Bigg’s Supercenter	Retail	—	2,107	9,927	430	4,227	8,237	12,464	3,827	1996	1996
Governors Pointe Retail	Lowes	Retail	—	3,750	6,502	760	3,750	7,262	11,012	3,618	1997	1997
MCDONOUGH, GEORGIA
Liberty Distribution Center	120 Declaration Drive	Industrial	—	615	8,377	287	615	8,664	9,279	2,064	1997	1999
Liberty Distribution Center	250 Declaration Drive	Industrial	22,074	2,273	13,225	2,279	2,312	15,465	17,777	3,441	2001	2001
MENDOTA HEIGHTS, MINNESOTA
Enterprise Industrial Center	Enterprise Industrial Center	Industrial	891	864	4,944	652	888	5,572	6,460	1,603	1979	1997
MONROE, OHIO
Monroe Business Center	Monroe Business Center Bldg. 1	Industrial	—	660	5,082	852	660	5,934	6,594	1,708	1992	1999
MORRISVILLE, NORTH CAROLINA
Perimeter Park	507 Airport Blvd	Industrial	—	1,327	8,130	1,766	1,351	9,872	11,223	2,707	1993	1999
Perimeter Park	5151 McCrimmon Pkwy	Office	—	1,318	7,824	2,040	1,342	9,840	11,182	2,317	1995	1999
Perimeter Park	2600 Perimeter Park Dr	Industrial	—	975	5,204	1,144	991	6,332	7,323	1,453	1997	1999
Perimeter Park	5150 McCrimmon Pkwy	Industrial	—	1,739	12,140	1,445	1,773	13,551	15,324	3,136	1998	1999
Perimeter Park	2400 Perimeter Park Dr.	Office	—	760	5,513	1,195	778	6,690	7,468	1,646	1999	1999
Perimeter Park	3000 Perimeter Park Dr (Met 1)	Industrial	450	482	2,891	1,228	491	4,110	4,601	1,243	1989	1999
Perimeter Park	2900 Perimeter Park Dr (Met 2)	Industrial	324	235	1,942	1,108	264	3,021	3,285	799	1990	1999
Perimeter Park	2800 Perimeter Park Dr (Met 3)	Industrial	628	777	4,797	797	854	5,517	6,371	1,417	1992	1999
Perimeter Park	1100 Perimeter Park Drive	Industrial	—	777	5,696	957	794	6,636	7,430	1,684	1990	1999
Perimeter Park	1400 Perimeter Park Drive	Office	—	666	4,561	1,214	900	5,541	6,441	1,738	1991	1999
Perimeter Park	1500 Perimeter Park Drive	Office	—	1,148	10,086	539	1,177	10,596	11,773	2,484	1996	1999
Perimeter Park	1600 Perimeter Park Drive	Office	—	1,463	9,763	2,127	1,513	11,840	13,353	3,123	1994	1999
Perimeter Park	1800 Perimeter Park Drive	Office	—	907	5,649	1,252	993	6,815	7,808	1,854	1994	1999
Perimeter Park	2000 Perimeter Park Drive	Office	—	788	5,738	954	842	6,638	7,480	2,175	1997	1999
Perimeter Park	1700 Perimeter Center West	Office	—	1,230	10,764	2,779	1,260	13,513	14,773	3,564	1997	1999
Perimeter Park	3900 N. Paramount Parkway	Office	—	540	13,224	256	574	13,446	14,020	3,205	1998	1999
Perimeter Park	3900 S. Paramount Pkwy	Office	—	1,575	10,733	1,483	1,612	12,179	13,791	2,992	1999	1999
Perimeter Park	5200 East Paramount	Office	—	1,748	17,388	1,010	1,797	18,349	20,146	6,418	1999	1999

Duke Realty Corporation Real Estate and Accumulated Depreciation December 31, 2008 (in thousands)											Schedule III
		Building		Initial Cost		Cost Capitalized Subsequent to Development	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
Perimeter Park	3500 Paramount Pkwy	Office	—	755	12,948	137	755	13,085	13,840	4,962	2000	2000
Perimeter Park	2700 Perimeter Park	Industrial	—	662	2,584	1,738	662	4,322	4,984	1,473	2001	2001
Perimeter Park	5200 West Paramount	Office	—	1,831	12,608	1,083	1,831	13,691	15,522	3,545	2001	2001
Perimeter Park	2450 Perimeter Park	Office	—	669	2,894	25	669	2,919	3,588	931	2002	2002
Perimeter Park	3800 Paramount Parkway	Office	—	2,657	7,329	3,235	2,657	10,564	13,221	1,461	2006	2006
Perimeter Park	Lenovo BTS I	Office	—	1,439	16,961	1,509	1,439	18,470	19,909	1,825	2006	2006
Perimeter Park	Lenovo BTS II	Office	—	1,725	16,809	1,989	1,725	18,798	20,523	1,626	2007	2007
Perimeter Park	Lenovo BTS III	Office	—	1,661	14,086	133	1,661	14,219	15,880	—	2008	2008
Perimeter Park	2250 Perimeter Park	Office	—	2,290	6,981	1,496	2,290	8,477	10,767	151	2008	2008
Perimeter Park	Perimeter One	Office	—	5,880	14,339	7,897	5,880	22,236	28,116	1,385	2007	2007
Woodlake Center	100 Innovation Avenue (Woodlk)	Industrial	—	633	3,748	639	633	4,387	5,020	1,015	1994	1999
Woodlake Center	101 Innovation Ave (Woodlk III)	Industrial	—	615	4,095	148	615	4,243	4,858	1,078	1997	1999
Woodlake Center	200 Innovation Drive	Industrial	—	357	4,200	145	357	4,345	4,702	1,092	1999	1999
Woodlake Center	501 Innovation Ave.	Industrial	—	640	5,632	176	640	5,808	6,448	1,356	1999	1999
Woodlake Center	1000 Innovation (Woodlk 6)	Industrial	—	514	2,927	160	514	3,087	3,601	519	1996	2002
Woodlake Center	1200 Innovation (Woodlk 7)	Industrial	—	740	4,416	245	740	4,661	5,401	772	1996	2002
Woodlake Center	Woodlake VIII	Industrial	—	908	1,517	339	908	1,856	2,764	569	2004	2004
MURFREESBORO, TENNESSEE
Middle Tenn Med Ctr—MOB	Middle Tenn Med Ctr—MOB	Healthcare	—	—	20,564	1,558	7	22,115	22,122	402	2008	2008
NAPERVILLE, ILLINOIS
Meridian Business Campus	1835 Jefferson	Industrial	—	3,180	7,959	5	3,184	7,960	11,144	1,235	2005	2003
NASHVILLE, TENNESSEE
Airpark East	Airpark East-800 Commerce Dr.	Industrial	—	1,564	2,617	947	1,564	3,564	5,128	529	2002	2002
Lakeview Place	Three Lakeview	Office	—	2,126	11,737	3,192	2,126	14,929	17,055	3,779	1999	1999
Lakeview Place	One Lakeview Place	Office	—	2,046	11,004	1,960	2,123	12,887	15,010	3,468	1986	1998
Lakeview Place	Two Lakeview Place	Office	—	2,046	11,442	2,105	2,046	13,547	15,593	3,672	1988	1998
Riverview Business Center	Riverview Office Building	Office	—	847	5,809	1,629	847	7,438	8,285	2,013	1983	1999
Nashville Business Center	Nashville Business Center I	Industrial	—	936	5,943	879	936	6,822	7,758	1,546	1997	1999
Nashville Business Center	Nashville Business Center II	Industrial	—	5,659	10,206	845	5,659	11,051	16,710	1,671	2005	2005
NEW ALBANY, OHIO
New Albany	6525 West Campus Oval	Office	—	842	3,601	2,254	881	5,816	6,697	1,330	1999	1999
NILES, ILLINOIS
Howard 220	Howard 220	Industrial	—	4,920	3,669	9,201	7,761	10,029	17,790	840	2008	2004
NORCROSS, GEORGIA
Gwinnett Park	1835 Shackleford Court	Office	—	29	5,662	1,012	29	6,674	6,703	1,687	1990	1999
Gwinnett Park	1854 Shackleford Court	Office	—	52	9,667	1,433	52	11,100	11,152	2,747	1995	1999
Gwinnett Park	4275 Shackleford Road	Office	—	8	1,906	547	12	2,449	2,461	686	1985	1999
NORFOLK, VIRGINIA
Norfolk Industrial Park	1400 Sewells Point Road	Industrial	2,912	1,463	5,723	500	1,463	6,223	7,686	202	1983	2007
NORTHLAKE, ILLINOIS
Northlake 1 Park	Northlake I	Industrial	—	5,721	10,319	836	5,721	11,155	16,876	2,063	2002	2002
Northlake Distribution Park	Northlake III—Grand Whse.	Industrial	—	5,382	5,708	253	5,382	5,961	11,343	688	2006	2006
NORTH OLMSTED, OHIO
Great Northern Corporate Ctr.	Great Northern Corp Center I	Office	—	1,048	6,759	1,735	1,040	8,502	9,542	2,958	1985	1996
Great Northern Corporate Ctr.	Great Northern Corp Center II	Office	—	1,048	6,733	2,404	1,048	9,137	10,185	2,851	1987	1996
Great Northern Corporate Ctr.	Great Northern Corp Center III	Office	—	604	4,951	619	604	5,570	6,174	1,574	1999	1999
OAK BROOK, ILLINOIS
2000 York Road	2000 York Road	Office	—	2,625	15,825	27	2,625	15,852	18,477	7,515	1986	2005

Duke Realty Corporation	Schedule III
Real Estate and Accumulated Depreciation
December 31, 2008
(in thousands)

		Building		Initial Cost		Cost Capitalized Subsequent to Development	Gross Book Value 12/31/08			Accumulated	Year Constructed/	Year
Development	Name	Type	Encumbrances	Land	Buildings	or Acquisition	Land/Land Imp	Bldgs/TI	Total (1)	Depreciation (2)	Renovated	Acquired
ORLANDO, FLORIDA
Liberty Park at Southcenter	Southcenter I-Brede/Allied BTS	Industrial	—	3,094	3,867	—	3,094	3,867	6,961	1,070	2003	2003
Parksouth Distribution Center	Parksouth Dist. Ctr-Bldg B	Industrial	—	565	4,871	431	570	5,297	5,867	1,423	1996	1999
Parksouth Distribution Center	Parksouth Dist. Ctr-Bldg A	Industrial	—	493	4,459	234	498	4,688	5,186	1,122	1997	1999
Parksouth Distribution Center	Parksouth Dist. Ctr-Bldg D	Industrial	—	593	4,131	539	597	4,666	5,263	1,081	1998	1999
Parksouth Distribution Center	Parksouth Dist. Ctr-Bldg E	Industrial	—	649	4,549	368	677	4,889	5,566	1,250	1997	1999
Parksouth Distribution Center	Parksouth Dist. Ctr-Bldg F	Industrial	—	1,030	5,232	1,197	1,072	6,387	7,459	1,863	1999	1999
Parksouth Distribution Center	Parksouth Dist. Ctr-Bldg H	Industrial	—	725	3,109	149	754	3,229	3,983	705	2000	2000
Parksouth Distribution Center	Parksouth Dist. Ctr-Bldg C	Industrial	—	598	1,769	1,273	674	2,966	3,640	567	2003	2001
Parksouth Distribution Center	Parksouth-Benjamin Moore BTS	Industrial	—	708	2,070	24	1,129	1,673	2,802	425	2003	2003
Crossroads Business Park	Crossroads Business Center VII	Industrial	—	2,803	5,891	3,212	2,803	9,103	11,906	1,145	2006	2006
Crossroads Business Park	Crossroads VIII	Industrial	—	2,701	4,817	1,032	2,701	5,849	8,550	346	2007	2007
OTSEGO, MINNESOTA
Gateway North Business Center	Gateway North 1	Industrial	—	2,243	3,959	598	2,287	4,513	6,800	254	2007	2007
PARK RIDGE, ILLINOIS
O’Hare Corporate Centre	O’Hare Corporate Centre	Office	—	1,476	8,772	802	1,476	9,574	11,050	1,631	1985	2003
PHOENIX, ARIZONA
Buckeye Logistics Center	67 Buckeye	Industrial	—	7,065	7,641	357	7,089	7,974	15,063	77	2008	2008
PLAINFIELD, ILLINOIS
Edward Plainfield MOB I	Edward Plainfield MOB I	Healthcare	—	—	9,483	1,265	—	10,748	10,748	1,120	2006	2007
PLAINFIELD, INDIANA
Plainfield Business Park	Plainfield Building 1	Industrial	16,852	1,104	11,151	425	1,104	11,576	12,680	2,698	2000	2000
Plainfield Business Park	Plainfield Building 2	Industrial	17,422	1,387	9,213	3,230	3,008	10,822	13,830	3,377	2000	2000
Plainfield Business Park	Plainfield Building 3	Industrial	17,618	2,016	9,151	2,552	2,016	11,703	13,719	1,590	2002	2002
Plainfield Business Park	Plainfield Building 5	Industrial	12,977	2,726	7,284	210	2,726	7,494	10,220	1,517	2004	2004
Plainfield Business Park	Plainfield Building 8	Industrial	21,467	4,527	11,928	855	4,527	12,783	17,310	1,521	2006	2006
PLANO, TEXAS
5556 & 5560 Tennyson Parkway	5560 Tennyson Parkway	Office	—	1,527	5,831	724	1,527	6,555	8,082	1,812	1997	1999
5556 & 5560 Tennyson Parkway	5556 Tennyson Parkway	Office	—	1,181	11,154	205	1,181	11,359	12,540	3,524	1999	1999
PLYMOUTH, MINNESOTA
Medicine Lake Indust Ctr	Medicine Lake Indus. Center	Industrial	1,551	1,145	5,955	1,404	1,145	7,359	8,504	2,048	1970	1997
PORT WENTWORTH, GEORGIA
Grange Road	318 Grange Road	Industrial	2,584	957	4,816	1	957	4,817	5,774	521	2001	2006
Grange Road	246 Grange Road	Industrial	6,000	1,191	8,294	7	1,191	8,301	9,492	805	2006	2006
Crossroads (Savannah)	100 Ocean Link Way-Godley Rd	Industrial	10,763	2,306	13,389	30	2,336	13,389	15,725	1,102	2006	2006
Crossroads (Savannah)	500 Expansion Blvd	Industrial	4,544	649	6,282	2	649	6,284	6,933	153	2006	2008
Crossroads (Savannah)	400 Expansion Blvd	Industrial	10,227	1,636	14,506	2	1,636	14,508	16,144	210	2007	2008
Crossroads (Savannah)	605 Expansion Blvd	Industrial	6,026	1,615	7,456	4	1,615	7,460	9,075	112	2007	2008
RALEIGH, NORTH CAROLINA
Brook Forest	Brook Forest I	Office	—	1,242	4,982	694	1,242	5,676	6,918	1,504	2000	2000
Centerview	Centerview 5540	Office	—	773	6,173	1,470	773	7,643	8,416	1,543	1986	2003
Centerview	Centerview 5565	Office	—	513	4,754	713	513	5,467	5,980	1,005	1999	2003
Crabtree Overlook	Crabtree Overlook	Office	—	2,164	17,875	147	2,164	18,022	20,186	4,729	2001	2001
Interchange Plaza	801 Jones Franklin Rd	Office	—	1,351	7,700	966	1,351	8,666	10,017	2,325	1995	1999
Interchange Plaza	5520 Capital Ctr Dr (Intrch I)	Office	—	842	3,824	683	842	4,507	5,349	1,049	1993	1999
Walnut Creek	Walnut Creek Business Park #1	Industrial	—	419	2,294	582	442	2,853	3,295	806	2001	2001
Walnut Creek	Walnut Creek Business Park #2	Industrial	—	456	3,319	287	487	3,575	4,062	1,192	2001	2001
Walnut Creek	Walnut Creek Business Park #3	Industrial	—	679	3,966	1,251	719	5,177	5,896	1,483	2001	2001
Walnut Creek	Walnut Creek IV	Industrial	—	2,038	2,152	721	2,083	2,828	4,911	812	2004	2004
Walnut Creek	Walnut Creek V	Industrial	—	1,718	3,302	349	1,718	3,651	5,369	136	2008	2008
ROMEOVILLE, ILLINOIS
Crossroads Business Park	Chapco Carton Company	Industrial	—	917	4,537	49	917	4,586	5,503	817	1999	2002
Park 55	Park 55 Bldg. 1	Industrial	—	6,433	8,408	944	6,433	9,352	15,785	1,660	2005	2005

Duke Realty Corporation	Schedule III
Real Estate and Accumulated Depreciation
December 31, 2008
(in thousands)

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capitalized Subsequent to Development or Acquisition	Gross Book Value 12/31/08			Accumulated Depreciation (2)	Year Constructed/ Renovated	Year Acquired
				Land	Buildings		Land/Land Imp	Bldgs/TI	Total (1)
ROSEMONT, ILLINOIS
O’Hare International Ctr	O’Hare International Ctr I	Office	—	7,700	33,239	813	7,700	34,052	41,752	8,954	1984	2005
O’Hare International Ctr	O’Hare International Ctr II	Office	—	8,103	31,997	3,410	8,103	35,407	43,510	7,811	1987	2005
Riverway	Riverway East	Office	—	13,664	34,542	1,571	13,664	36,113	49,777	10,444	1987	2005
Riverway	Riverway West	Office	—	3,294	39,329	4,515	3,294	43,844	47,138	8,227	1989	2005
Riverway	Riverway Central	Office	—	4,229	68,293	2,975	4,229	71,268	75,497	12,379	1989	2005
Riverway	Riverway Retail	Retail	—	189	—	3	189	3	192	46	1987	2005
Riverway	Riverway MW II (Ground Lease)	Grounds	—	586	—	—	586	—	586	—	n/a	2007
Rosemont Crossing at Balmoral	Rosemont Crossing I	Office	—	5,170	12,373	1,029	5,170	13,402	18,572	145	2008	2008
SAVANNAH, GEORGIA
Gulfstream Road	198 Gulfstream	Industrial	6,217	549	4,255	—	549	4,255	4,804	488	1997	2006
Gulfstream Road	194 Gulfstream	Industrial	835	412	2,816	16	412	2,832	3,244	320	1998	2006
Gulfstream Road	190 Gulfstream	Industrial	1,915	689	4,916	—	689	4,916	5,605	530	1999	2006
Grange Road	250 Grange Road	Industrial	4,295	928	8,648	7	928	8,655	9,583	832	2002	2006
Grange Road	248 Grange Road	Industrial	1,831	664	3,496	8	664	3,504	4,168	342	2002	2006
SPA Park	80 Coleman Blvd.	Industrial	1,902	782	2,962	—	782	2,962	3,744	241	2002	2006
Crossroads (Savannah)	163 Portside Court	Industrial	21,222	8,433	8,366	20	8,433	8,386	16,819	1,425	2004	2006
Crossroads (Savannah)	151 Portside Court	Industrial	3,497	966	7,155	15	966	7,170	8,136	530	2003	2006
Crossroads (Savannah)	175 Portside Court	Industrial	13,438	4,300	15,696	14	4,300	15,710	20,010	1,753	2005	2006
Crossroads (Savannah)	150 Portside Court	Industrial	9,721	3,071	23,001	729	3,071	23,730	26,801	2,385	2001	2006
Crossroads (Savannah)	235 Jimmy Deloach Parkway	Industrial	3,550	1,074	8,442	37	1,074	8,479	9,553	798	2001	2006
Crossroads (Savannah)	239 Jimmy Deloach Parkway	Industrial	3,070	1,074	7,141	37	1,074	7,178	8,252	682	2001	2006
Crossroads (Savannah)	246 Jimmy Deloach Parkway	Industrial	3,646	992	5,383	14	992	5,397	6,389	520	2006	2006
Port of Savannah	276 Jimmy Deloach Land	Grounds	—	2,267	—	—	2,267	—	2,267	129	n/a	2006
Crossroads (Savannah)	200 Ocean Link Way	Industrial	6,846	878	10,021	12	883	10,028	10,911	374	2006	2008
SEVEN HILLS, OHIO
Rock Run Business Campus	Rock Run North	Office	—	837	5,413	701	960	5,991	6,951	2,147	1984	1996
Rock Run Business Campus	Rock Run Center	Office	—	1,046	6,695	987	1,169	7,559	8,728	2,613	1985	1996
SHARONVILLE, OHIO
Mosteller Distribution Center	Mosteller Distribution Ctr. I	Industrial	—	1,275	5,282	3,534	1,275	8,816	10,091	3,067	1996	1996
Mosteller Distribution Center	Mosteller Distribution Ctr. II	Industrial	—	828	4,060	1,598	828	5,658	6,486	2,037	1997	1997
ST. LOUIS PARK, MINNESOTA
The West End	1600 Tower	Office	—	2,321	27,284	6,504	2,516	33,593	36,109	7,734	2000	2000
The West End	MoneyGram Tower	Office	—	3,039	35,315	6,564	3,315	41,603	44,918	10,411	1987	1999
Minneapolis West	Chilies Ground Lease	Grounds	—	921	—	157	1,078	—	1,078	18	n/a	1998
Minneapolis West	Olive Garden Ground Lease	Grounds	—	921	—	114	1,035	—	1,035	17	n/a	1998
ST. LOUIS, MISSOURI
Lakeside Crossing	Lakeside Crossing Building One	Industrial	—	596	2,078	540	480	2,734	3,214	1,027	2002	2002
Lakeside Crossing	Lakeside Crossing Building II	Industrial	—	783	2,227	10	782	2,238	3,020	981	2003	2003
Lakeside Crossing	Lakeside Crossing Building III	Industrial	—	1,905	4,305	384	1,623	4,971	6,594	1,352	2002	2002
Lakeside Crossing	Lakeside Crossing V	Office	—	750	1,928	9	750	1,937	2,687	991	2004	2004
Lakeside Crossing	Lakeside Crossing Building VI	Industrial	—	1,079	2,125	2,251	1,333	4,122	5,455	1,412	2002	2002
Laumeier Office Park	Laumeier I	Office	—	1,384	8,780	2,689	1,384	11,469	12,853	4,288	1987	1995
Laumeier Office Park	Laumeier II	Office	—	1,421	9,353	2,172	1,421	11,525	12,946	4,279	1988	1995
Laumeier Office Park	Laumeier IV	Office	—	1,029	6,671	1,440	1,029	8,111	9,140	2,378	1987	1998
Maryville Center	500-510 Maryville Centre	Office	—	3,402	24,174	4,119	3,402	28,293	31,695	8,267	1984	1997
Maryville Center	530 Maryville Centre	Office	—	2,219	15,008	2,525	2,219	17,533	19,752	5,517	1990	1997
Maryville Center	550 Maryville Centre	Office	—	1,996	12,516	2,294	1,996	14,810	16,806	4,388	1988	1997
Maryville Center	635-645 Maryville Centre	Office	—	3,048	18,034	2,432	3,048	20,466	23,514	6,278	1987	1997
Maryville Center	655 Maryville Centre	Office	—	1,860	13,217	2,320	1,860	15,537	17,397	4,374	1994	1997
Maryville Center	540 Maryville Centre	Office	—	2,219	14,384	2,228	2,219	16,612	18,831	5,106	1990	1997
Maryville Center	520 Maryville Centre	Office	—	2,404	14,484	1,387	2,404	15,871	18,275	4,290	1999	1999
Maryville Center	700 Maryville Centre	Office	—	4,556	28,599	397	4,556	28,996	33,552	8,885	2000	2000
Maryville Center	533 Maryville Centre	Office	—	3,230	16,746	305	3,230	17,051	20,281	4,989	2000	2000
Maryville Center	555 Maryville Centre	Office	—	3,226	15,978	1,954	3,226	17,932	21,158	4,829	2001	2001
Maryville Center	625 Maryville Centre	Office	939	2,509	11,186	539	2,509	11,725	14,234	2,735	1996	2002

Duke Realty Corporation	Schedule III
Real Estate and Accumulated Depreciation
December 31, 2008
(in thousands)

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capitalized Subsequent to Development or Acquisition	Gross Book Value 12/31/08			Accumulated Depreciation (2)	Year Constructed/ Renovated	Year Acquired
				Land	Buildings		Land/Land Imp	Bldgs/TI	Total (1)
Westport Place	Westport Center I	Industrial	—	1,707	5,329	920	1,707	6,249	7,956	2,293	1998	1998
Westport Place	Westport Center II	Industrial	—	914	1,924	270	914	2,194	3,108	746	1998	1998
Westport Place	Westport Center III	Industrial	—	1,206	2,651	531	1,206	3,182	4,388	1,009	1999	1999
Westport Place	Westport Center IV	Industrial	—	1,440	4,860	58	1,440	4,918	6,358	1,294	2000	2000
Westport Place	Westport Center V	Industrial	—	493	1,274	56	493	1,330	1,823	362	2000	2000
Westport Place	Westport Place	Office	—	1,990	5,478	2,113	1,990	7,591	9,581	2,254	2000	2000
Westmark	Westmark	Office	—	1,497	9,843	2,497	1,684	12,153	13,837	4,743	1987	1995
Westview Place	Westview Place	Office	—	669	8,219	3,655	669	11,874	12,543	4,378	1988	1995
Woodsmill Commons	Woodsmill Commons II (400)	Office	—	1,718	7,896	438	1,718	8,334	10,052	1,590	1985	2003
Woodsmill Commons	Woodsmill Commons I (424)	Office	—	1,836	7,743	941	1,836	8,684	10,520	1,761	1985	2003
STAFFORD, TEXAS
Stafford	Stafford Distribution Center	Industrial	—	3,502	5,433	1,924	3,502	7,357	10,859	239	2008	2008
STERLING, VIRGINIA
TransDulles Centre	22800 Davis Drive	Office	—	2,550	11,250	26	2,550	11,276	13,826	953	1989	2006
TransDulles Centre	22714 Glenn Drive	Industrial	—	3,973	4,422	1,015	3,973	5,437	9,410	358	2007	2007
SUFFOLK, VIRGINIA
Northgate Commerce Park	101 Industrial Drive, Bldg. A	Industrial	—	1,558	8,230	—	1,558	8,230	9,788	251	2007	2007
Northgate Commerce Park	155 Industrial Drive, Bldg. B	Industrial	—	1,558	8,230	—	1,558	8,230	9,788	251	2007	2007
SUMNER, WASHINGTON
Not Applicable	Sumner Transit	Industrial	18,223	16,032	5,935	—	16,032	5,935	21,967	435	2005	2007
SUNRISE, FLORIDA
Sawgrass Pointe	Sawgrass - Building B	Office	—	1,211	5,176	1,380	1,211	6,556	7,767	1,819	1999	2001
Sawgrass Pointe	Sawgrass - Building A	Office	—	1,147	4,242	96	1,147	4,338	5,485	1,139	2000	2001
Sawgrass Pointe	Sawgrass Pointe I	Office	—	3,484	21,284	6,737	3,484	28,021	31,505	6,335	2002	2002
TAMPA, FLORIDA
Fairfield Distribution Center	Fairfield Distribution Ctr I	Industrial	—	483	2,621	124	487	2,741	3,228	667	1998	1999
Fairfield Distribution Center	Fairfield Distribution Ctr II	Industrial	—	530	4,900	127	534	5,023	5,557	1,200	1998	1999
Fairfield Distribution Center	Fairfield Distribution Ctr III	Industrial	—	334	2,771	98	338	2,865	3,203	688	1999	1999
Fairfield Distribution Center	Fairfield Distribution Ctr IV	Industrial	—	600	1,917	1,141	604	3,054	3,658	889	1999	1999
Fairfield Distribution Center	Fairfield Distribution Ctr V	Industrial	—	488	2,635	254	488	2,889	3,377	613	2000	2000
Fairfield Distribution Center	Fairfield Distribution Ctr VI	Industrial	—	555	3,989	516	555	4,505	5,060	1,097	2001	2001
Fairfield Distribution Center	Fairfield Distribution Ctr VII	Industrial	—	394	2,137	779	394	2,916	3,310	720	2001	2001
Fairfield Distribution Center	Fairfield VIII	Industrial	—	1,082	3,326	—	1,082	3,326	4,408	1,305	2004	2004
Fairfield Distribution Center	Fairfield Distribution Ctr. IX	Industrial	—	3,718	4,385	306	3,718	4,691	8,409	91	2008	2008
Eagle Creek Business Center	Eagle Creek Business Ctr. I	Industrial	—	3,705	3,187	1,033	3,705	4,220	7,925	807	2006	2006
Eagle Creek Business Center	Eagle Creek Business Ctr. II	Industrial	—	2,354	2,272	969	2,354	3,241	5,595	449	2007	2007
Eagle Creek Business Center	Eagle Creek Business Ctr. III	Industrial	—	2,332	2,237	1,274	2,332	3,511	5,843	329	2007	2007
Highland Oaks	Highland Oaks I	Office	—	1,525	12,518	996	1,525	13,514	15,039	3,528	1999	1999
Highland Oaks	Highland Oaks II	Office	—	1,605	10,845	3,612	1,605	14,457	16,062	4,217	1999	1999
Highland Oaks	Highland Oaks III	Office	—	2,882	8,871	689	2,522	9,920	12,442	887	2007	2007
Highland Oaks	Highland Oaks IV	Office	—	3,068	9,962	402	3,068	10,364	13,432	62	2008	2008
Highland Oaks	Highland Oaks V	Office	—	2,412	6,524	3,418	2,412	9,942	12,354	942	2007	2007
TITUSVILLE, FLORIDA
Retail Development	Crossroads Marketplace	Retail	—	12,678	4,451	1,009	11,922	6,216	18,138	1,052	2007	2007
WEST CHESTER, OHIO
Centre Pointe Office Park	Centre Pointe I	Office	—	2,501	9,427	438	2,501	9,865	12,366	2,753	2000	2004
Centre Pointe Office Park	Centre Pointe II	Office	—	2,056	10,063	287	2,056	10,350	12,406	2,761	2001	2004
Centre Pointe Office Park	Centre Pointe III	Office	—	2,048	10,001	1,139	2,048	11,140	13,188	2,955	2002	2004
Centre Pointe Office Park	Centre Pointe IV	Office	—	2,013	9,017	1,540	2,932	9,638	12,570	1,508	2005	2005
Centre Pointe Office Park	Centre Pointe V	Office	—	2,557	13,982	274	2,611	14,202	16,813	—	2007	2007
Centre Pointe Office Park	Centre Pointe VI	Office	—	2,759	8,266	2,019	2,759	10,285	13,044	327	2008	2008
World Park at Union Centre	World Park at Union Centre 10	Industrial	—	2,150	7,885	7,369	2,151	15,253	17,404	1,358	2006	2006
World Park at Union Centre	World Park at Union Centre 11	Industrial	—	2,592	6,936	13	2,592	6,949	9,541	1,622	2004	2004
Union Centre Industrial Park	Union Centre Indust. Park #2	Industrial	—	5,635	8,709	471	5,635	9,180	14,815	250	2008	2008

Duke Realty Corporation	Schedule III
Real Estate and Accumulated Depreciation
December 31, 2008
(in thousands)

Development	Name	Building Type	Encumbrances	Initial Cost		Cost Capitalized Subsequent to Development or Acquisition		Gross Book Value 12/31/08						Accumulated Depreciation (2)		Year Constructed/ Renovated	Year Acquired
				Land	Buildings			Land/Land Imp		Bldgs/TI		Total (1)
WEST JEFFERSON, OHIO
Park 70 at West Jefferson	Restoration Hardware BTS	Industrial	—	6,454	24,812	2,158		6,454		26,970		33,424		640		2008	2008
WESTMONT, ILLINOIS
Oakmont Corporate Center	Oakmont Tech Center	Office	—	1,501	8,590	2,505		1,703		10,893		12,596		3,155		1989	1998
WESTON, FLORIDA
Weston Pointe	Weston Pointe I	Office	—	2,580	9,572	1,524		2,580		11,096		13,676		1,718		1999	2003
Weston Pointe	Weston Pointe II	Office	—	2,183	10,728	572		2,183		11,300		13,483		1,821		2000	2003
Weston Pointe	Weston Pointe III	Office	—	2,183	11,514	739		2,183		12,253		14,436		1,915		2001	2003
Weston Pointe	Weston Pointe IV	Office	—	3,349	10,686	29		3,349		10,715		14,064		1,664		2006	2006
ZIONSVILLE, INDIANA
Anson	Marketplace at Anson	Retail	—	2,147	2,777	1,619		2,147		4,396		6,543		212		2007	2007
	Eliminations					(824	)	(14	)	(810	)	(824	)	(2,659	)
			538,011	1,055,634	4,552,335	689,953		1,077,361		5,220,561		6,297,922		1,167,113

(1) The tax basis of our real estate assets at 12/31/08 was approximately $6,405,032 for federal income tax purposes.

(2) Depreciation of real estate is computed using the straight-line method over 40 years for buildings, 15 years for land improvements and shorter periods based on lease terms (generally 3 to 10 years) for tenant improvements.

	Real Estate Assets							Accumulated Depreciation
	2008	2007			2006			2008			2007			2006
Balance at beginning of year	$5,765,747	$	5,583,188		$	4,831,506		$	990,280		$	900,898		$	754,742
Acquisitions	141,505		194,072			836,146			—			—			—
Construction costs and tenant improvements	812,084		788,951			540,442			—			—			—
Depreciation expense	—		—			—			246,440			214,477			206,999
Acquisition of noncontrolling interest	—		—			—			—			—			—
	6,719,336		6,566,211			6,208,094			1,236,720			1,115,375			961,741
Deductions during year:
Cost of real estate sold or contributed	(367,922)		(726,860	)		(582,457	)		(16,115	)		(51,491	)		(18,660	)
Impairment Allowance	—		—			(266	)		—			—			—
Write-off of fully amortized assets	(53,492)		(73,604	)		(42,183	)		(53,492	)		(73,604	)		(42,183	)
Balance at end of year	$6,297,922	$	5,765,747		$	5,583,188		$	1,167,113		$	990,280		$	900,898