Edgar Filing: DUKE REALTY CORP

Date: June 29, 2015

/s/ Denise K. Dank

Denise K. Dank
Chief Human Resources Officer
Chairman, Associate Benefits Committee

2014 Form11-K

As filed with the Securities and Exchange Commission on June 29, 2015

===========================================================================

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE

SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to __________________

Commission file number: 1-9044

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

DUKE REALTY 401(k) PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

DUKE REALTY CORPORATION

600 East 96^th Street, SUITE 100

INDIANAPOLIS, INDIANA 46240

DUKE REALTY 401(k) PLAN

Table of Contents





	Report of Independent Registered Public Accounting Firm	1

	Financial Statements:

	Statements of Assets Available for Plan Benefits	2
	Statements of Changes in Assets Available for Plan Benefits	3

	Notes to Financial Statements	4

	Schedule
	Schedule H, Line 4i - Schedule of Assets (Held at End of Year)	11

Report of Independent Registered Public Accounting Firm

The Administrative Committee

Duke Realty 401(k) Plan:

We have audited the accompanying statements of assets available for plan benefits of the Duke Realty 401(k) Plan (the Plan) as of December 31, 2014 and 2013, and the related statement of changes in assets available for plan benefits for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in assets available for benefits for the years ended December 31, 2014 and 2013, in conformity with U.S. generally accepted accounting principles.

The supplemental information in the accompanying schedule of Schedule H, Line 4i - Schedule of Assets (held at end of year) as of December 31, 2014 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s 2014 financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule of Schedule H, Line 4i - Schedule of Assets (held at end of year) as of December 31, 2014 is fairly stated in all material respects in relation to the 2014 financial statements as a whole.

/s/ KPMG LLP

Indianapolis, Indiana

June 29, 2015



DUKE REALTY 401(k) PLAN
Statements of Assets Available for Plan Benefits
December 31, 2014 and 2013
					2014		2013
Assets held by trustee:
	Investments, at fair value:
		Money market funds			$	6,644,699	$	4,944,634
		Mutual funds			88,942,399		79,683,012
		Common and preferred stock			32,555,038		24,874,699
		U.S. treasury notes			35,708		40,806
				Total investments	128,177,844		109,543,151
Receivables:
	Employer discretionary contribution				1,275,982		1,173,053
	Employer match contribution				—		108,460
	Notes receivable from participants				2,162,462		2,024,180
	Unsettled trades				53,822		—
				Total receivables	3,492,266		3,305,693

			Assets available for plan benefits		$	131,670,110	$	112,848,844
See accompanying notes to financial statements.



DUKE REALTY 401(k) PLAN
Statements of Changes in Assets Available for Plan Benefits
Years ended December 31, 2014 and 2013
				2014		2013
Investment income:
	Net appreciation in fair value of investments			$	8,888,203	$	13,632,287
	Interest and dividends			6,419,794		3,867,920
		Total investment income		15,307,997		17,500,207
Interest income on notes receivable from participants				88,037		84,975
Contributions:
	Participants’ salary deferral			5,547,670		5,616,206
	Employer matching of salary deferral			1,872,405		1,908,403
	Employer discretionary			1,275,983		1,173,053
	Participants’ rollover			43,645		485,106
		Total contributions		8,739,703		9,182,768
			Total additions	24,135,737		26,767,950
Deductions from assets attributed to:
	Benefits paid to participants			5,268,737		10,360,581
	Administrative fees			45,734		39,291
		Total deductions		5,314,471		10,399,872
		Net increase		18,821,266		16,368,078
Assets available for plan benefits:
	Beginning of year			112,848,844		96,480,766
	End of year			$	131,670,110	$	112,848,844
See accompanying notes to financial statements.

DUKE REALTY 401(k) PLAN

Notes to Financial Statements

December 31, 2014 and 2013


(1)	Description of Plan

The following description of the Duke Realty 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.


(a)	General

The Plan is a defined contribution plan sponsored by Duke Realty Corporation (the Employer) covering all employees who are age 18 years or older. Employees are eligible to participate in the Plan on the first day of the calendar month following their hire date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Associate Benefits Committee is responsible for oversight of the Plan, as appointed by the Executive Compensation Committee of the Board of Directors of Duke Realty Corporation. The Associate Benefits Committee determines the appropriateness of the Plan’s investment offerings, monitors investment performance and reports to the Executive Compensation Committee.


(b)	Contributions

Eligible participants may elect to defer a percentage of their compensation to be contributed to their Employee Deferral Account. The Plan stipulates the minimum and maximum percentage that may be contributed, not to be less than 1% and not to exceed 75% of a participant’s compensation for each plan year, subject to limitations imposed by the Internal Revenue Service. The Plan currently offers each participant investment options including a number of mutual funds, common stock of the Employer, a money market fund, and a self-directed fund, which allows participants to direct their contributions into investments of their choice. The Employer matched participant contributions annually up to 2% of total compensation during January 2013. Effective February 1, 2013 the Employer matches 50% of participant contributions annually up to 6% of total compensation. The Employer matching contribution is limited to a participant’s first $260,000 of compensation ($255,000 in 2013). Effective June 2, 2008, this contribution is invested in the common stock of the Employer unless the participant elected to have the Employer matching contribution invested in other investment options. The Employer may also make discretionary contributions to the Plan to be invested in the common stock of the Employer. Participants are able to transfer all Employer contributions to an investment option of their choice. The Employer declared a discretionary contribution of $1,173,053 in 2013 (paid in 2014) and $1,275,982 in 2014 (paid in 2015).


(c)	Participant Accounts

Each participant’s account is credited (debited) with the participant’s contribution and Employer matching contribution, as well as allocations of the Employer’s discretionary contribution (when applicable), and Plan earnings (losses). Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.


(d)	Vesting

Participants are immediately vested in elective salary reduction contributions and the actual earnings thereon. Vesting in discretionary contributions, matching contributions, and the earnings thereon is based upon the years of service of the participant. A year of service means a plan year in which the participant completes at least 1,000 hours of service. A participant becomes 20% vested after one year of service and vests an additional 20% for each year of service thereafter and is 100% vested after five

years of service. Participants who terminate employment due to retirement after age 59½, by death, or by total or permanent disability are automatically considered fully vested.


(e)	Notes Receivable From Participants

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan repayment periods may not exceed five years except for the loans used to acquire a principal residence, in which case the repayment period may not exceed 10 years. The loans are secured by the balance in the participant’s account and bear interest at the prime rate plus 1%, and range from 4.25% to 9.25% at December 31, 2014 and have maturities from January 2015 through October 2024. Principal and interest is paid ratably through payroll deductions.


(f)	Benefits

Upon retirement, death, disability or other termination of employment, a participant’s vested account balance is to be distributed in a single lump-sum payment, and/or they can receive Employer stock for the portion of their vested account balance that was in Employer stock within 90 days of written request.


(g)	Forfeitures

Participants who terminate employment forfeit any non-vested portion of their account. Forfeitures are used to reduce the Employer matching contributions. In 2014 and 2013, Employer contributions were reduced by $47,063 and $45,000, respectively, from forfeited non-vested accounts. As of December 31, 2014 and 2013, there are $50,158 and $49,394, respectively, of additional forfeitures that have not yet been used to reduce Employer matching contributions.


(2)	Summary of Significant Accounting Policies


(a)	Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.


(b)	Basis of Accounting

The Plan’s financial statements are prepared on the accrual basis of accounting.


(c)	Investment Valuation and Income Recognition

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan's Associate Benefit Committee determines the Plan's valuation policy utilizing information provided by the investment advisers and custodian. See note 6 for discussion of fair value measurements.

Net appreciation (depreciation) in fair value of investments is reflected in the statements of changes in assets available for plan benefits and includes realized gains and losses on investments bought and sold and the change in appreciation (depreciation) from one period to the next. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Acquisition costs are included in the cost of investments purchased, and sales are recorded net of selling expenses.


(d)	Benefit Payments

Benefits are recorded when paid.


(e)	Administrative Expenses

All usual and reasonable expenses of the Plan may be paid in whole or in part by the Company. Any expenses not paid by the Company will be paid by the Plan. In 2014 and 2013, all expenses were borne by the Company, except for in service withdrawal fees, participant loan origination fees, participant loan maintenance fees, Employer stock trustee fees, and Employer stock sale/purchase fees which were charged to participant’s accounts as incurred.


(f)	Notes Receivable From Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the plan document.


(3)	Plan Termination

Although it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination by the Employer, participants will become 100% vested in their accounts.


(4)	Investments

The following table represents the fair value of individual investments that exceed 5% of the Plan’s assets available for plan benefits as of December 31:



	2014		2013
Duke Realty Corporation Common Stock	$	29,707,588	$	22,298,914
Fidelity Spartan Total Market Index Fund Institutional	7,743,723		7,382,225
Goldman Sachs Mid Cap Value - Class A	N/A		6,343,190
Invesco Growth and Income Fund - Class A	7,898,769		7,211,296
John Hancock Disciplined Value Mid-Cap Fund Class I	7,712,752		N/A
Pimco Total Return Fund – Institutional Class	8,504,222		7,595,158
T. Rowe Price Blue Chip Growth Fund	14,211,625		13,921,794

The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:



	2014			2013
Common and preferred stock	$	7,985,724		$	2,124,069
Mutual funds	903,329			11,508,803
U.S. treasury notes	(850		)	(585		)
	$	8,888,203		$	13,632,287


(5)	Tax Status

The Internal Revenue Service has determined and informed the Company by a letter dated March 12, 2012 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC).

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan. The financial statement effects are recognized when the Plan has taken an uncertain position that more likely than not would be sustained upon examination by the Internal Revenue

Service. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2014, there are no uncertain tax positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2011.


(6)	Fair Value Measurements

Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

Level 1 – Unadjusted quoted prices accessible in active markets for identical assets or liabilities at the measurement date.

Level 2 – Unadjusted quoted prices for similar assets or liabilities in active markets or inputs (other than quoted prices) that are observable or that are derived principally from or corroborated by observable market data through correlation or other means.

Level 3 – Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate about the assumptions market participants would use at the measurement date in pricing the asset or liability. Consideration is given to the risk inherent in both the method of valuation and the valuation inputs.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets at fair value. There have been no changes in the methodologies used at December 31, 2014 and 2013.

Money market funds, equity securities, and U.S. treasury notes: Valued at the closing price reported on the active market on which the individual investments are traded.

Mutual Funds: Valued at closing price reported on the active market on which the individual funds are traded. Mutual funds held by the Plan are open ended mutual funds that are registered with the Securities & Exchange Commission (SEC). These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed actively traded. The Plan can redeem these investments daily, and there are currently no redemption restrictions on these investments.

The following tables summarize assets measured at fair value on a recurring basis as of December 31, 2014 and 2013.



December 31, 2014
Assets		Level 1		Level 2		Level 3		Total
Investments at fair value:
	Money market funds	$	6,644,699	$	—	$	—	$	6,644,699
	Mid/large cap stock	62,320,899		—		—		62,320,899
	Fixed income	11,722,034		—		—		11,722,034
	International	6,351,335		—		—		6,351,335
	Small cap stock	4,804,482		—		—		4,804,482
	Bank loan	105,294		—		—		105,294
	Basket	214,688		—		—		214,688
	Bond	198,769		—		—		198,769
	Communications	16,618		—		—		16,618
	Consumer defensive	20,604		—		—		20,604
	Diversified emerging markets	23,781		—		—		23,781
	Energy Limited Partnership	153,101		—		—		153,101
	Foreign large blend	307,446		—		—		307,446
	Foreign large growth	78,461		—		—		78,461
	Global real estate	127,863		—		—		127,863
	Health	86,488		—		—		86,488
	High yield bond	149,933		—		—		149,933
	Industrials	20,493		—		—		20,493
	Intermediate term bond	221,570		—		—		221,570
	Large blend	185,519		—		—		185,519
	Large growth	186,474		—		—		186,474
	Large value	101,348		—		—		101,348
	Long/short equity	285,483		—		—		285,483
	Mid-cap blend	61,557		—		—		61,557
	Mid-cap growth	72,558		—		—		72,558
	Mid-cap value	51,229		—		—		51,229
	Miscellaneous region	15,281		—		—		15,281
	Moderate allocation	65,593		—		—		65,593
	Multi-sector Bond	65,930		—		—		65,930
	Short term bond	175,626		—		—		175,626
	Small blend	62,018		—		—		62,018
	Small growth	29,252		—		—		29,252
	Small value	22,561		—		—		22,561
	Tactical Allocation	20,969		—		—		20,969
	Target date 2031 - 2035	88,050		—		—		88,050
	Technology	34,190		—		—		34,190
	Utilities	20,257		—		—		20,257
	World allocation	29,457		—		—		29,457
	World bond	281,756		—		—		281,756
	World stock	60,457		—		—		60,457
	Other	102,975		—		—		102,975
	Common and preferred stock	32,555,038		—		—		32,555,038
	U.S. treasury notes	35,708		—		—		35,708
Outstanding at December 31, 2014		$	128,177,844	$	—	$	—	$	128,177,844



December 31, 2013
Assets		Level 1		Level 2		Level 3		Total
Investments at fair value:
	Money market funds	$	4,944,634	$	—	$	—	$	4,944,634
	Mid/large cap stock	55,961,623		—		—		55,961,623
	Fixed income	10,501,503		—		—		10,501,503
	International	5,881,369		—		—		5,881,369
	Small cap stock	4,262,469		—		—		4,262,469
	Bank loan	105,406		—		—		105,406
	Basket	261,220		—		—		261,220
	Bond	190,548		—		—		190,548
	Communications	16,137		—		—		16,137
	China region	18,257		—		—		18,257
	Conservative allocation	36,118		—		—		36,118
	Consumer defensive	17,755		—		—		17,755
	Diversified emerging markets	24,076		—		—		24,076
	Equity energy	163,114		—		—		163,114
	Foreign large blend	413,514		—		—		413,514
	Foreign large growth	11,560		—		—		11,560
	Global real estate	112,048		—		—		112,048
	Health	15,017		—		—		15,017
	High yield bond	146,841		—		—		146,841
	Industrials	16,873		—		—		16,873
	Intermediate term bond	79,907		—		—		79,907
	Large blend	176,450		—		—		176,450
	Large growth	41,054		—		—		41,054
	Large value	37,182		—		—		37,182
	Long/short equity	275,604		—		—		275,604
	Mid-cap blend	183,152		—		—		183,152
	Mid-cap growth	10,761		—		—		10,761
	Miscellaneous region	14,734		—		—		14,734
	Moderate allocation	19,770		—		—		19,770
	Natural resources	13,297		—		—		13,297
	Short government	22,441		—		—		22,441
	Short term bond	74,953		—		—		74,953
	Small blend	113,401		—		—		113,401
	Small growth	47,297		—		—		47,297
	Target date 2031 - 2035	48,589		—		—		48,589
	Technology	14,876		—		—		14,876
	Utilities	14,370		—		—		14,370
	World bond	266,083		—		—		266,083
	Other	73,643		—		—		73,643
	Common and preferred stock	24,874,699		—		—		24,874,699
	U.S. treasury notes	40,806		—		—		40,806
Outstanding at December 31, 2013		$	109,543,151	$	—	$	—	$	109,543,151

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine

the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.


(7)	Party-in-Interest Transactions

The following investment funds are sponsored by Fidelity Investments, the Trustee: Fidelity Retirement Money Market Portfolio, Fidelity Balanced Fund, Fidelity Freedom Funds, Fidelity Freedom Income Fund, Fidelity Inflation‑Protected Bond Fund, Fidelity Spartan International Index, and Fidelity Spartan Total Market Index Fund Institutional. Participant loans are made with individual participants of the Plan, and investments are made in the common stock of the Employer. Therefore, transactions in these investments are considered to be party-in-interest transactions.


(8)	Concentrations

At December 31, 2014 and 2013, approximately 23% and 20%, respectively, of assets available for plan benefits are invested in the Employer’s common stock.


(9)	Risks and Uncertainties

The Plan offers various investment options. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of assets available for plan benefits.


(10)	Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of assets available for plan benefits according to the financial statements as of December 31, 2014 and 2013, to the Form 5500:



	2014			2013

Assets available for plan benefits per the financial statements	$	131,670,110		$	112,848,844
Certain deemed distributions of participant loans	(147,493		)	(138,620		)
	$	131,522,617		$	112,710,224

The following is a reconciliation of the net increase per the financial statements and the net income per the Form 5500 for the years ended December 31, 2014 and 2013:



	2014			2013

Net increase per the financial statements	$	18,821,266		$	16,368,078
Change in certain deemed distributions of participant loans	(8,873		)	(13,176		)
	$	18,812,393		$	16,354,902

Certain deemed distributions represent active participants' loan balances that were in default and have been taxed to the participant (deemed loans). Amounts associated with deemed loans are included in the asset balance reported in the financial statements at December 31, 2014 and 2013, but are removed from the assets reported on the Form 5500.


(11)	Subsequent Events

The Plan has evaluated subsequent events from the balance sheet date through June 29, 2015, the date at which the financial statements were available to be issued, and determined there were no additional items requiring disclosure.



DUKE REALTY 401(k) PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2014
Party-in-					Current
interest	Identity			Description of investment	value
	Money market funds:
*		Fidelity		Fidelity Retirement Money Market Portfolio	$	5,724,371
	Mutual funds:
*		Fidelity		Fidelity Balanced K Fund	5,514,402
*		Fidelity		Fidelity Freedom K 2005 Fund	75,544
*		Fidelity		Fidelity Freedom K 2010 Fund	118,996
*		Fidelity		Fidelity Freedom K 2015 Fund	595,424
*		Fidelity		Fidelity Freedom K 2020 Fund	2,583,771
*		Fidelity		Fidelity Freedom K 2025 Fund	2,745,919
*		Fidelity		Fidelity Freedom K 2030 Fund	3,260,540
*		Fidelity		Fidelity Freedom K 2035 Fund	2,587,984
*		Fidelity		Fidelity Freedom K 2040 Fund	1,725,008
*		Fidelity		Fidelity Freedom K 2045 Fund	1,134,361
*		Fidelity		Fidelity Freedom K 2050 Fund	657,619
*		Fidelity		Fidelity Freedom K 2055 Fund	55,701
*		Fidelity		Fidelity Freedom K Income Fund	446,876
*		Fidelity		Fidelity Inflation-Protected Bond Fund	2,695,392
*		Fidelity		Fidelity Spartan International Index	935,959
*		Fidelity		Fidelity Spartan Total Market Index Fund Institutional	7,743,723
		American Funds		American Funds Euro Pacific Growth Fund	5,415,375
		Invesco		Invesco Growth and Income Fund - Class A	7,898,769
		Janus		Janus Small Cap Core Select Class	4,804,482
		John Hancock		John Hancock Disciplined Value Mid Cap Class I	7,712,752
		Pimco		Pimco Total Return Fund - Institutional Class	8,504,222
		T. Rowe Price		T. Rowe Price Blue Chip Growth Fund	14,211,625
		T. Rowe Price		T. Rowe Price Mid-Cap Growth Fund	3,774,306
					$	85,198,750
	Common Stock:
*		Duke Realty Corporation		Common stock	29,707,588

	Participant directed brokerage account				7,547,135

*	Participant loans (interest rates ranging from 4.25% to 9.25% and maturities from January 2015 through October 2024.)				2,162,462
			Total		$	130,340,306
*	Denotes exempt party-in-interest.
Historical cost information is not required in Schedule H, Line 4i - Schedule of Assets (Held at End of Year) for participant-directed investment funds.
See accompanying report of independent registered public accounting firm.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

DUKE REALTY 401(k) PLAN