##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended  September 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission File Number: 0-20625
 DUKE REALTY LIMITED PARTNERSHIP
  Indiana
    
    35-1898425(State or Other Jurisdiction
    
    (I.R.S. Employerof Incorporation or Organization)
    
    Identification Number)600 East 96th Street, Suite 100Indianapolis, Indiana
    
    46240(Address of Principal Executive Offices)
    
    (Zip Code)
 Registrants Telephone Number, Including Area Code: (317) 808-6000
  þ o
  Large accelerated filer o
    
    Accelerated filer oNon-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding at November 1, 2008Common Units, $.01 par value per unit
    
    154,787,985 units




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##### 



DUKE REALTY LIMITED PARTNERSHIP
 INDEX
 Part I  Financial Information
    
    PageItem 1.
    
    Financial StatementsConsolidated Balance Sheets as of
September 30, 2008 (Unaudited) and December 31, 2007
    
    
    2Consolidated Statements of Operations (Unaudited)
for the three and nine months ended September 30, 2008 and 2007
    
    
    3Consolidated Statements of Cash Flows (Unaudited)
for the nine months ended September 30, 2008 and 2007
    
    
    4Consolidated Statement of Partners Equity
(Unaudited) for the nine months ended September 30, 2008
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6-15Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    15-30Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    30-31Item 4.
    
    Controls and Procedures
    
    
    31Part II  Other InformationItem 1.     Legal Proceedings
    
    
    32Item 1A.  Risk Factors
    
    
    32-33Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 3.     Defaults Upon Senior Securities
    
    
    33Item 4.     Submission of Matters to a Vote of Security Holders
    
    
    34Item 5.     Other Information
    
    
    34Item 6.     Exhibits
    
    
    34-35EX-3.2(XIII)EX-12.1EX-31.1EX-32.1




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##### Table of Contents



PART I  FINANCIAL INFORMATION
Item 1. Financial Statements
DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
 September 30,
    
    
    December 31,2008
    
    
    2007(Unaudited)ASSETSReal estate investments:Land and improvements
    
    $
    1,028,142
    
    
    $
    872,372Buildings and tenant improvements
    
    
    5,069,712
    
    
    
    4,600,408Construction in progress
    
    
    193,206
    
    
    
    412,729Investments in and advances to unconsolidated companies
    
    
    700,637
    
    
    
    601,801Land held for development
    
    
    866,016
    
    
    
    912,4487,857,713
    
    
    
    7,399,758Accumulated depreciation
    
    
    (1,121,202
    )
    
    
    (951,375
    )Net real estate investments
    
    
    6,736,511
    
    
    
    6,448,383Real estate investments and other assets held for sale
    
    
    197,287
    
    
    
    273,591Cash and cash equivalents
    
    
    3,122
    
    
    
    47,046Accounts receivable, net of allowance of $2,011 and $1,359
    
    
    22,680
    
    
    
    29,009Straight-line rent receivable, net of allowance of $2,669 and $2,886
    
    
    121,469
    
    
    
    110,737Receivables on construction contracts, including retentions
    
    
    92,043
    
    
    
    66,925Deferred financing costs, net of accumulated amortization of $35,191 and $29,170
    
    
    50,926
    
    
    
    55,986Deferred leasing and other costs, net of accumulated amortization of $182,017 and $150,702
    
    
    370,610
    
    
    
    374,635Escrow deposits and other assets
    
    
    247,725
    
    
    
    254,339$
    7,842,373
    
    
    $
    7,660,651LIABILITIES AND PARTNERS EQUITYIndebtedness:Secured debt
    
    $
    520,034
    
    
    $
    524,393Unsecured notes
    
    
    3,346,000
    
    
    
    3,246,000Unsecured lines of credit
    
    
    533,709
    
    
    
    546,0674,399,743
    
    
    
    4,316,460Liabilities of properties held for sale
    
    
    3,546
    
    
    
    8,954Construction payables and amounts due subcontractors, including retentions
    
    
    125,157
    
    
    
    142,655Accrued expenses:Real estate taxes
    
    
    100,521
    
    
    
    63,796Interest
    
    
    44,371
    
    
    
    54,631Other
    
    
    38,893
    
    
    
    58,060Other liabilities
    
    
    145,043
    
    
    
    148,013Tenant security deposits and prepaid rents
    
    
    28,082
    
    
    
    34,535Total liabilities
    
    
    4,885,356
    
    
    
    4,827,104Minority interest
    
    
    2,878
    
    
    
    2,650Partners equity:General PartnerCommon equity (147,110 and 146,175 General Partner Units issued and outstanding)
    
    
    1,853,275
    
    
    
    2,011,316Preferred equity (4,176 and 2,976 Preferred Units issued and outstanding)
    
    
    1,044,000
    
    
    
    744,0002,897,275
    
    
    
    2,755,316Limited Partners common equity (7,638 and 7,880 Limited Partner Units issued and
outstanding)
    
    
    64,766
    
    
    
    76,860Accumulated other comprehensive income (loss)
    
    
    (7,902
    )
    
    
    (1,279
    )Total partners equity
    
    
    2,954,139
    
    
    
    2,830,897$
    7,842,373
    
    
    $
    7,660,651
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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30,
(in thousands, except per unit amounts)
(Unaudited)
 Three Months Ended
    
    
    Nine Months Ended2008
    
    
    2007
    
    
    2008
    
    
    2007RENTAL
OPERATIONSRevenues:Rental revenue from continuing operations
    
    $
    216,665
    
    
    $
    205,003
    
    
    $
    641,795
    
    
    $
    598,878Equity in earnings of unconsolidated companies
    
    
    204
    
    
    
    1,838
    
    
    
    17,184
    
    
    
    17,478216,869
    
    
    
    206,841
    
    
    
    658,979
    
    
    
    616,356Operating expenses:Rental expenses
    
    
    49,466
    
    
    
    45,826
    
    
    
    147,479
    
    
    
    136,669Real estate taxes
    
    
    27,415
    
    
    
    25,362
    
    
    
    82,593
    
    
    
    75,048Interest expense
    
    
    49,260
    
    
    
    43,414
    
    
    
    143,657
    
    
    
    127,882Depreciation and amortization
    
    
    75,144
    
    
    
    71,438
    
    
    
    228,062
    
    
    
    204,642201,285
    
    
    
    186,040
    
    
    
    601,791
    
    
    
    544,241Earnings from continuing rental operations
    
    
    15,584
    
    
    
    20,801
    
    
    
    57,188
    
    
    
    72,115SERVICE OPERATIONSRevenues:General contractor gross revenue
    
    
    86,524
    
    
    
    77,996
    
    
    
    248,918
    
    
    
    195,714General contractor costs
    
    
    (84,588
    )
    
    
    (66,696
    )
    
    
    (231,526
    )
    
    
    (171,374
    )Net general contractor revenue
    
    
    1,936
    
    
    
    11,300
    
    
    
    17,392
    
    
    
    24,340Service fee revenue
    
    
    6,792
    
    
    
    7,857
    
    
    
    22,929
    
    
    
    21,909Gain on sale of Build-for-Sale properties
    
    
    20,338
    
    
    
    1,116
    
    
    
    26,657
    
    
    
    10,793Total service operations revenue
    
    
    29,066
    
    
    
    20,273
    
    
    
    66,978
    
    
    
    57,042Operating expenses
    
    
    7,328
    
    
    
    12,972
    
    
    
    30,437
    
    
    
    30,789Earnings from service operations
    
    
    21,738
    
    
    
    7,301
    
    
    
    36,541
    
    
    
    26,253General and administrative expense
    
    
    (10,448
    )
    
    
    (3,856
    )
    
    
    (29,498
    )
    
    
    (27,923
    )Other operating expenses
    
    
    (2,474
    )
    
    
    (501
    )
    
    
    (5,273
    )
    
    
    (1,359
    )Operating income
    
    
    24,400
    
    
    
    23,745
    
    
    
    58,958
    
    
    
    69,086OTHER INCOME (EXPENSE)Interest and other income, net
    
    
    2,804
    
    
    
    6,755
    
    
    
    9,123
    
    
    
    12,546Earnings from sales of land, net
    
    
    4,469
    
    
    
    1,799
    
    
    
    8,491
    
    
    
    18,207Income from continuing operations
    
    
    31,673
    
    
    
    32,299
    
    
    
    76,572
    
    
    
    99,839Discontinued operations:Income (loss) from discontinued operations
    
    
    (173
    )
    
    
    319
    
    
    
    1,751
    
    
    
    4,348Gain on sale of depreciable properties
    
    
    1,299
    
    
    
    39,670
    
    
    
    11,940
    
    
    
    111,751Income from discontinued operations
    
    
    1,126
    
    
    
    39,989
    
    
    
    13,691
    
    
    
    116,099Net income
    
    
    32,799
    
    
    
    72,288
    
    
    
    90,263
    
    
    
    215,938Distributions on Preferred Units
    
    
    (18,866
    )
    
    
    (15,227
    )
    
    
    (53,038
    )
    
    
    (45,679
    )Net income available for common unitholders
    
    $
    13,933
    
    
    $
    57,061
    
    
    $
    37,225
    
    
    $
    170,259Basic net income per Common Unit:Continuing operations
    
    $
    .08
    
    
    $
    .12
    
    
    $
    .15
    
    
    $
    .37Discontinued operations
    
    
    .01
    
    
    
    .27
    
    
    
    .09
    
    
    
    .79Total
    
    $
    .09
    
    
    $
    .39
    
    
    $
    .24
    
    
    $
    1.16Diluted net income per Common Unit:Continuing operations
    
    $
    .08
    
    
    $
    .12
    
    
    $
    .15
    
    
    $
    .37Discontinued operations
    
    
    .01
    
    
    
    .27
    
    
    
    .09
    
    
    
    .78Total
    
    $
    .09
    
    
    $
    .39
    
    
    $
    .24
    
    
    $
    1.15Weighted average number of Common Units outstanding
    
    
    154,604
    
    
    
    146,752
    
    
    
    154,407
    
    
    
    146,670Weighted average number of Common Units and potential dilutive
securities
    
    
    155,344
    
    
    
    147,651
    
    
    
    155,105
    
    
    
    147,986
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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the nine months ended September 30,
(in thousands)
(Unaudited)
 2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    90,263
    
    
    $
    215,938Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation of buildings and tenant improvements
    
    
    179,699
    
    
    
    160,987Amortization of deferred leasing and other costs
    
    
    51,257
    
    
    
    47,235Amortization of deferred financing costs
    
    
    10,134
    
    
    
    8,518Straight-line rent adjustment
    
    
    (13,523
    )
    
    
    (13,643
    )Earnings from land and depreciated property sales
    
    
    (20,431
    )
    
    
    (129,958
    )Build-for-sale operations, net
    
    
    31,558
    
    
    
    (167,640
    )Construction contracts, net
    
    
    (12,748
    )
    
    
    720Other accrued revenues and expenses, net
    
    
    7,241
    
    
    
    8,545Operating distributions received in excess of equity
in earnings from unconsolidated companies
    
    
    6,730
    
    
    
    4,166Net cash provided by operating activities
    
    
    330,180
    
    
    
    134,868Cash flows from investing activities:Development of real estate investments
    
    
    (365,781
    )
    
    
    (324,317
    )Acquisition of real estate investments and related intangible assets
    
    
    (20,123
    )
    
    
    (80,954
    )Acquisition of land held for development
    
    
    (35,564
    )
    
    
    (155,556
    )Recurring tenant improvements
    
    
    (28,075
    )
    
    
    (32,987
    )Recurring leasing costs
    
    
    (18,934
    )
    
    
    (22,771
    )Recurring building improvements
    
    
    (5,387
    )
    
    
    (4,894
    )Other deferred leasing costs
    
    
    (18,930
    )
    
    
    (20,562
    )Other deferred costs and other assets
    
    
    (8,615
    )
    
    
    (11,139
    )Proceeds from land and depreciated property sales, net
    
    
    85,717
    
    
    
    405,094Capital distributions from unconsolidated companies
    
    
    65,553
    
    
    
    207,545Capital contributions and advances to unconsolidated companies, net
    
    
    (78,760
    )
    
    
    (104,461
    )Net cash used for investing activities
    
    
    (428,899
    )
    
    
    (145,002
    )Cash flows from financing activities:Contributions from General Partner
    
    
    14,020
    
    
    
    2,889Proceeds from issuance of Preferred Units, net
    
    
    290,000
    
    
    
    Proceeds from unsecured debt issuance
    
    
    325,000
    
    
    
    339,424Payments on unsecured debt
    
    
    (225,000
    )
    
    
    (100,000
    )Payments on secured indebtedness including principal amortization
    
    
    (43,103
    )
    
    
    (22,617
    )Borrowings (payments) on lines of credit, net
    
    
    (12,358
    )
    
    
    (12,776
    )Distributions to common unitholders
    
    
    (223,171
    )
    
    
    (209,839
    )Distributions to preferred unitholders
    
    
    (53,038
    )
    
    
    (45,679
    )Contributions from minority interest, net
    
    
    731
    
    
    
    2,355Cash settlement of interest rate swaps
    
    
    (14,625
    )
    
    
    10,746Deferred financing costs
    
    
    (3,661
    )
    
    
    (4,760
    )Net cash provided by (used for) financing activities
    
    
    54,795
    
    
    
    (40,257
    )Net decrease in cash and cash equivalents
    
    
    (43,924
    )
    
    
    (50,391
    )Cash and cash equivalents at beginning of period
    
    
    47,046
    
    
    
    68,154Cash and cash equivalents at end of period
    
    $
    3,122
    
    
    $
    17,763Other non-cash items:Conversion of Limited Partner Units to common shares of the General Partner
    
    $
    2,291
    
    
    $
    91,626Issuance of Limited Partner Units for acquisition
    
    $
    
    
    
    $
    11,020Assumption of secured debt for real estate acquisitions
    
    $
    39,480
    
    
    $
    Contribution of property to, net of debt assumed by, unconsolidated companies
    
    $
    113,688
    
    
    $
    125,353Distribution of property from partner in unconsolidated company
    
    $
    28,577
    
    
    $
    
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##### Table of Contents



DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES
Consolidated Statement of Partners Equity
For the nine months ended September 30, 2008
(in thousands, except per unit data)
(Unaudited)
 Limited
    
    
    AccumulatedGeneral Partner
    
    
    Partners
    
    
    OtherCommon
    
    
    Preferred
    
    
    Common
    
    
    ComprehensiveEquity
    
    
    Equity
    
    
    Equity
    
    
    Income
    
    
    TotalBalance at December 31, 2007
    
    $
    2,011,316
    
    
    $
    744,000
    
    
    $
    76,860
    
    
    $
    (1,279
    )
    
    $
    2,830,897Comprehensive Income:Net income
    
    
    34,899
    
    
    
    53,038
    
    
    
    2,326
    
    
    
    
    
    
    
    90,263Gains on derivative instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,623
    )
    
    
    (6,623
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    83,640Conversion of Limited Partner Units to
common shares of the General Partner
    
    
    5,499
    
    
    
    
    
    
    
    (3,208
    )
    
    
    
    
    
    
    2,291Issuance of Series O Preferred Units
    
    
    (10,000
    )
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    290,000Capital contribution from General Partner
    
    
    12,098
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,098Stock based compensation plan activity
    
    
    11,422
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,422Distributions to Preferred Unitholders
    
    
    
    
    
    
    (53,038
    )
    
    
    
    
    
    
    
    
    
    
    (53,038
    )Distributions to Partners
($1.445 per Common Unit)
    
    
    (211,959
    )
    
    
    
    
    
    
    (11,212
    )
    
    
    
    
    
    
    (223,171
    )Balance at September 30, 2008
    
    $
    1,853,275
    
    
    $
    1,044,000
    
    
    $
    64,766
    
    
    $
    (7,902
    )
    
    $
    2,954,139Common Units outstanding at
September 30, 2008
    
    
    147,110
    
    
    
    
    
    
    
    7,638
    
    
    
    
    
    
    
    154,748
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DUKE REALTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1.
    
    General Basis of Presentation
    2.
    
    Reclassifications
  - 6 -




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##### Table of Contents



3.
    
    Indebtedness
  Borrowing
    
    Maturity
    
    Outstanding BalanceDescription
    
    Capacity
    
    Date
    
    at September 30, 2008Unsecured Line of Credit  Partnership
    
    $
    1,300,000
    
    
    January 2010
    
    $
    525,000Unsecured Line of Credit  Consolidated Subsidiary
    
    $
    30,000
    
    
    July 2011
    
    $
    8,709
      4.
    
    Related Party Transactions
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5.
    
    Net Income Per Common Unit
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Basic and diluted net income available for common unitholders
    
    $
    13,933
    
    
    $
    57,061
    
    
    $
    37,225
    
    
    $
    170,259Weighted average number of Common Units outstanding
    
    
    154,604
    
    
    
    146,752
    
    
    
    154,407
    
    
    
    146,670Dilutive units for stock-based compensation plans (1)
    
    
    740
    
    
    
    899
    
    
    
    698
    
    
    
    1,316Weighted average number of Common Units and potential
dilutive securities
    
    
    155,344
    
    
    
    147,651
    
    
    
    155,105
    
    
    
    147,986
 
 (1)
    
    Excludes (in thousands of units) 6,772 and 1,633 of anti-dilutive units for the three
months ended September 30, 2008 and 2007, respectively, and 7,166 and 646 of anti-dilutive
units for the nine months ended September 30, 2008 and 2007, respectively. Also excludes
the 3.75% Exchangeable Senior Notes due November 2011 (Exchangeable Notes) issued in
2006, that have an anti-dilutive effect on earnings per unit for the three and nine-month
periods ended September 30, 2008 and 2007. 6.
    
    Segment Reporting
 Disclosures about Segments of an Enterprise and Related
Information
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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007RevenuesRental Operations:Office
    
    $
    144,026
    
    
    $
    144,729
    
    
    $
    427,393
    
    
    $
    420,930Industrial
    
    
    62,856
    
    
    
    52,497
    
    
    
    184,691
    
    
    
    160,031Non-reportable Rental Operations segments
    
    
    8,014
    
    
    
    6,212
    
    
    
    22,374
    
    
    
    12,963Service Operations
    
    
    29,066
    
    
    
    20,273
    
    
    
    66,978
    
    
    
    57,042Total Segment Revenues
    
    
    243,962
    
    
    
    223,711
    
    
    
    701,436
    
    
    
    650,966Other Revenue
    
    
    1,973
    
    
    
    3,403
    
    
    
    24,521
    
    
    
    22,432Consolidated Revenue from
continuing operations
    
    $
    245,935
    
    
    $
    227,114
    
    
    $
    725,957
    
    
    $
    673,398Discontinued Operations
    
    
    91
    
    
    
    3,461
    
    
    
    6,707
    
    
    
    22,635Consolidated Revenue
    
    $
    246,026
    
    
    $
    230,575
    
    
    $
    732,664
    
    
    $
    696,033Funds From OperationsRental Operations:Office
    
    $
    87,037
    
    
    $
    89,966
    
    
    $
    258,136
    
    
    $
    257,702Industrial
    
    
    49,283
    
    
    
    40,444
    
    
    
    141,471
    
    
    
    122,925Non-reportable Rental Operations segment
    
    
    5,174
    
    
    
    4,222
    
    
    
    14,029
    
    
    
    8,887Service Operations
    
    
    21,738
    
    
    
    7,301
    
    
    
    36,541
    
    
    
    26,253Total Segment FFO
    
    
    163,232
    
    
    
    141,933
    
    
    
    450,177
    
    
    
    415,767Non-Segment FFO:Interest expense
    
    
    (49,260
    )
    
    
    (43,414
    )
    
    
    (143,657
    )
    
    
    (127,882
    )Interest and other income, net
    
    
    330
    
    
    
    6,254
    
    
    
    3,850
    
    
    
    11,187General and administrative expense
    
    
    (10,448
    )
    
    
    (3,856
    )
    
    
    (29,498
    )
    
    
    (27,923
    )Gain on land sales, net
    
    
    4,469
    
    
    
    1,799
    
    
    
    8,491
    
    
    
    18,207Other non-segment income (expense)
    
    
    (1,710
    )
    
    
    (816
    )
    
    
    (1,913
    )
    
    
    (2,352
    )Joint venture FFO
    
    
    14,462
    
    
    
    12,313
    
    
    
    44,993
    
    
    
    36,669Distributions on Preferred Units
    
    
    (18,866
    )
    
    
    (15,227
    )
    
    
    (53,038
    )
    
    
    (45,679
    )Discontinued operations
    
    
    (57
    )
    
    
    957
    
    
    
    4,645
    
    
    
    7,928Consolidated basic FFO
    
    $
    102,152
    
    
    $
    99,943
    
    
    $
    284,050
    
    
    $
    285,922Depreciation and amortization on
continuing operations
    
    
    (75,144
    )
    
    
    (71,438
    )
    
    
    (228,062
    )
    
    
    (204,642
    )Depreciation and amortization on
discontinued operations
    
    
    (116
    )
    
    
    (638
    )
    
    
    (2,894
    )
    
    
    (3,580
    )Partnerships share of joint venture adjustments
    
    
    (14,258
    )
    
    
    (10,473
    )
    
    
    (28,304
    )
    
    
    (21,020
    )Earnings from depreciated property sales
on discontinued operations
    
    
    1,299
    
    
    
    39,670
    
    
    
    11,940
    
    
    
    111,751Earnings from depreciated property sales -
share of joint venture
    
    
    
    
    
    
    (3
    )
    
    
    495
    
    
    
    1,828Net income available for common unitholders
    
    $
    13,933
    
    
    $
    57,061
    
    
    $
    37,225
    
    
    $
    170,259
 7.
    
    Discontinued Operations and Assets Held-for-Sale
  - 10 -




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##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    $
    91
    
    
    $
    3,461
    
    
    $
    6,707
    
    
    $
    22,635Expenses:Operating
    
    
    62
    
    
    
    1,475
    
    
    
    1,239
    
    
    
    8,945Interest
    
    
    86
    
    
    
    1,021
    
    
    
    821
    
    
    
    5,732Depreciation and amortization
    
    
    116
    
    
    
    638
    
    
    
    2,894
    
    
    
    3,580General and administrative
    
    
    
    
    
    
    8
    
    
    
    2
    
    
    
    30Income (loss) from discontinued operations,
before gain on sales
    
    
    (173
    )
    
    
    319
    
    
    
    1,751
    
    
    
    4,348Gain on sale of properties
    
    
    1,299
    
    
    
    39,670
    
    
    
    11,940
    
    
    
    111,751Income from discontinued operations
    
    $
    1,126
    
    
    $
    39,989
    
    
    $
    13,691
    
    
    $
    116,099
  TotalHeld-for-SalePropertiesBalance Sheet:Real estate investments, net
    
    $
    185,399Other assets
    
    
    11,888Total assets held-for-sale
    
    $
    197,287Accrued expenses
    
    $
    1,296Other liabilities
    
    
    2,250Total liabilities held-for-sale
    
    $
    3,546
   - 11 -




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##### Table of Contents



8.
    
    Partners Equity
   9.
    
    Financial Instruments
     - 12 -




---



##### Table of Contents



10.
    
    Recent Accounting Pronouncements
 Fair Value Measurements Effective Date of FASB
Statement No. 157
   - 13 -




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##### Table of Contents



Determining the Fair Value of a Financial Asset in
a Market That Is Not Active
 Business Combinations Noncontrolling Interests in Consolidated Financial Statements  an amendment to ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133
 Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)
 - 14 -




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##### Table of Contents



11.
    
    Subsequent Events
 Declaration of Distributions
  QuarterlyClass
    
    Amount/Share
    
    
    Record Date
    
    Payment DateCommon
    
    $
    0.485
    
    
    November 14, 2008
    
    November 29, 2008Preferred (per depositary unit):Series J
    
    $
    0.414063
    
    
    November 14, 2008
    
    November 28, 2008Series K
    
    $
    0.406250
    
    
    November 14, 2008
    
    November 28, 2008Series L
    
    $
    0.412500
    
    
    November 14, 2008
    
    November 28, 2008Series M
    
    $
    0.434375
    
    
    December 17, 2008
    
    December 31, 2008Series N
    
    $
    0.453125
    
    
    December 17, 2008
    
    December 31, 2008Series O
    
    $
    0.523438
    
    
    December 17, 2008
    
    December 31, 2008
 
 Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Cautionary Statement Regarding Forward-Looking Statements
   
    
    Changes in general economic and business conditions, including the
performance of financial markets;
 
    
    The General Partners continued qualification as a real estate investment
trust, or REIT, for U.S. federal income tax purposes;
 
    
    Heightened competition for tenants and potential decreases in property
occupancy;
 
    
    Potential increases in real estate construction costs;
 
    
    Potential changes in the financial markets and interest rates;
 
    
    Volatility in the General Partners stock price and trading volume;
 
    
    Our continuing ability to raise funds on favorable terms through the issuance
of debt and equity in the capital markets;
 
    
    Our ability to successfully identify, acquire, develop and/or manage
properties on terms that are favorable to us;
 
    
    Our ability to be flexible in the development and operations of joint
venture properties;
 
    
    Our ability to successfully dispose of properties on terms that are
favorable to us;
 
    
    Inherent risks in the real estate business including, but not limited to,
tenant defaults, potential liability relating to environmental matters and
liquidity of real estate investments; and
 
    
    Other risks and uncertainties described herein, as well as those risks and
uncertainties discussed from time to time in the Partnerships and the General
Partners other reports and other public filings with the Securities and
Exchange Commission (SEC).
 - 15 -




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##### Table of Contents



Business Overview
   
    
    Owned or jointly controlled 734 industrial, office, healthcare and retail properties
(including properties under development), consisting of more than 126.0 million square
feet; and
 
    
    Owned or jointly controlled more than 7,100 acres of land with an estimated future
development potential of more than 107 million square feet of industrial, office,
healthcare and retail properties.
  
    
    Property leasing;
 
    
    Property management;
 
    
    Asset management;
 
    
    Construction;
 
    
    Development; and
 
    
    Other tenant-related services.
  - 16 -




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##### Table of Contents



Key Performance Indicators
  Occupancy Analysis:
 Total
    
    
    Percent ofSquare Feet
    
    
    Total Square Feet
    
    
    Percent OccupiedType
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Industrial
    
    
    88,764
    
    
    
    76,539
    
    
    
    71.5
    %
    
    
    69.8
    %
    
    
    89.3
    %
    
    
    93.8
    %Office
    
    
    33,723
    
    
    
    31,787
    
    
    
    27.1
    %
    
    
    29.0
    %
    
    
    88.3
    %
    
    
    90.7
    %Other
    
    
    1,691
    
    
    
    1,306
    
    
    
    1.4
    %
    
    
    1.2
    %
    
    
    90.0
    %
    
    
    92.8
    %Total
    
    
    124,178
    
    
    
    109,632
    
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    89.1
    %
    
    
    92.9
    %
  Lease Expiration and Renewal:
 Total Portfolio
    
    
    Industrial
    
    
    Office
    
    
    OtherYear of
    
    Square
    
    
    Ann. Rent
    
    
    % of
    
    
    Square
    
    
    Ann. Rent
    
    
    Square
    
    
    Ann. Rent
    
    
    Square
    
    
    Ann. RentExpiration
    
    Feet
    
    
    Revenue
    
    
    Revenue
    
    
    Feet
    
    
    Revenue
    
    
    Feet
    
    
    Revenue
    
    
    Feet
    
    
    Revenue2008
    
    
    2,613
    
    
    $
    13,453
    
    
    
    3
    %
    
    
    2,037
    
    
    $
    7,441
    
    
    
    561
    
    
    $
    5,801
    
    
    
    15
    
    
    $
    2112009
    
    
    12,023
    
    
    
    80,091
    
    
    
    10
    %
    
    
    8,742
    
    
    
    36,271
    
    
    
    3,235
    
    
    
    43,373
    
    
    
    46
    
    
    
    4472010
    
    
    14,190
    
    
    
    100,269
    
    
    
    13
    %
    
    
    10,090
    
    
    
    42,687
    
    
    
    4,087
    
    
    
    57,395
    
    
    
    13
    
    
    
    1872011
    
    
    16,016
    
    
    
    95,965
    
    
    
    12
    %
    
    
    12,337
    
    
    
    46,064
    
    
    
    3,609
    
    
    
    48,726
    
    
    
    70
    
    
    
    1,1752012
    
    
    11,315
    
    
    
    79,127
    
    
    
    10
    %
    
    
    7,771
    
    
    
    30,408
    
    
    
    3,501
    
    
    
    47,908
    
    
    
    43
    
    
    
    8112013
    
    
    12,939
    
    
    
    105,260
    
    
    
    14
    %
    
    
    7,867
    
    
    
    32,037
    
    
    
    5,015
    
    
    
    72,329
    
    
    
    57
    
    
    
    8942014
    
    
    8,787
    
    
    
    55,054
    
    
    
    7
    %
    
    
    6,749
    
    
    
    24,469
    
    
    
    2,004
    
    
    
    30,021
    
    
    
    34
    
    
    
    5642015
    
    
    8,643
    
    
    
    64,550
    
    
    
    8
    %
    
    
    6,276
    
    
    
    24,854
    
    
    
    2,366
    
    
    
    39,667
    
    
    
    1
    
    
    
    292016
    
    
    4,904
    
    
    
    32,249
    
    
    
    4
    %
    
    
    3,527
    
    
    
    11,947
    
    
    
    1,166
    
    
    
    17,859
    
    
    
    211
    
    
    
    2,4432017
    
    
    6,389
    
    
    
    43,454
    
    
    
    6
    %
    
    
    4,598
    
    
    
    18,146
    
    
    
    1,528
    
    
    
    21,935
    
    
    
    263
    
    
    
    3,3732018 and Thereafter
    
    
    12,774
    
    
    
    99,161
    
    
    
    13
    %
    
    
    9,295
    
    
    
    43,805
    
    
    
    2,710
    
    
    
    41,877
    
    
    
    769
    
    
    
    13,479Total Leased
    
    
    110,593
    
    
    $
    768,633
    
    
    
    100
    %
    
    
    79,289
    
    
    $
    318,129
    
    
    
    29,782
    
    
    $
    426,891
    
    
    
    1,522
    
    
    $
    23,613Total Portfolio
Square Feet
    
    
    124,178
    
    
    
    
    
    
    
    
    
    
    
    88,764
    
    
    
    
    
    
    
    33,723
    
    
    
    
    
    
    
    1,691Percent Occupied
    
    
    89.1
    %
    
    
    
    
    
    
    
    
    
    
    89.3
    %
    
    
    
    
    
    
    88.3
    %
    
    
    
    
    
    
    90.0
    %
  - 17 -




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##### Table of Contents



Future Development:
   TotalEstimated
    
    
    AnticipatedAnticipated
    
    Square
    
    
    Percent
    
    
    Project
    
    
    StabilizedIn-Service Date
    
    Feet
    
    
    Leased
    
    
    Costs
    
    
    Return (1)Held-for-Rental Buildings:4th Quarter 2008
    
    
    569
    
    
    
    40
    %
    
    $
    64,235
    
    
    
    9.57
    %1st Quarter 2009
    
    
    503
    
    
    
    0
    %
    
    
    18,474
    
    
    
    7.97
    %2nd Quarter 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thereafter
    
    
    772
    
    
    
    49
    %
    
    
    186,510
    
    
    
    8.35
    %1,844
    
    
    
    33
    %
    
    $
    269,219
    
    
    
    8.62
    %Build-for-Sale Properties:4th Quarter 2008
    
    
    1,532
    
    
    
    38
    %
    
    $
    61,358
    
    
    
    8.84
    %1st Quarter 2009
    
    
    1,786
    
    
    
    70
    %
    
    
    77,974
    
    
    
    8.18
    %2nd Quarter 2009
    
    
    101
    
    
    
    100
    %
    
    
    17,339
    
    
    
    9.05
    %Thereafter
    
    
    1,694
    
    
    
    57
    %
    
    
    406,246
    
    
    
    8.08
    %5,113
    
    
    
    57
    %
    
    $
    562,917
    
    
    
    8.21
    %Total
    
    
    6,957
    
    
    
    50
    %
    
    $
    832,136
    
    
    
    8.34
    %
 
 (1)
    
    Anticipated yield upon leasing 95% of the property. Acquisition and Disposition Activity:
 - 18 -




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Funds From Operations
    - 19 -




---



##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Net income available for common unitholders
    
    $
    13,933
    
    
    $
    57,061
    
    
    $
    37,225
    
    
    $
    170,259Adjustments:Depreciation and amortization
    
    
    75,260
    
    
    
    72,076
    
    
    
    230,956
    
    
    
    208,222Partnerships share of joint venture depreciation
and amortization
    
    
    14,258
    
    
    
    10,473
    
    
    
    28,304
    
    
    
    21,020Earnings from depreciable property sales 
wholly owned
    
    
    (1,299
    )
    
    
    (39,670
    )
    
    
    (11,940
    )
    
    
    (111,751
    )Earnings from depreciable property sales 
share of joint venture
    
    
    
    
    
    
    3
    
    
    
    (495
    )
    
    
    (1,828
    )Funds From Operations
    
    $
    102,152
    
    
    $
    99,943
    
    
    $
    284,050
    
    
    $
    285,922
 Results
of Operations
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Rental Operations revenues from Continuing
Operations
    
    $
    216,869
    
    
    $
    206,841
    
    
    $
    658,979
    
    
    $
    616,356Service Operations revenues from Continuing
Operations
    
    
    29,066
    
    
    
    20,273
    
    
    
    66,978
    
    
    
    57,042Earnings from Continuing Rental Operations
    
    
    15,584
    
    
    
    20,801
    
    
    
    57,188
    
    
    
    72,115Earnings from Continuing Service Operations
    
    
    21,738
    
    
    
    7,301
    
    
    
    36,541
    
    
    
    26,253Operating income
    
    
    24,400
    
    
    
    23,745
    
    
    
    58,958
    
    
    
    69,086Net income available for common unitholders
    
    
    13,933
    
    
    
    57,061
    
    
    
    37,225
    
    
    
    170,259Weighted average Common Units outstanding
    
    
    154,604
    
    
    
    146,752
    
    
    
    154,407
    
    
    
    146,670Weighted average Common Units and potential dilutive
securities
    
    
    155,344
    
    
    
    147,651
    
    
    
    155,105
    
    
    
    147,986Basic income per Common Unit:Continuing operations
    
    $
    .08
    
    
    $
    .12
    
    
    $
    .15
    
    
    $
    .37Discontinued operations
    
    $
    .01
    
    
    $
    .27
    
    
    $
    .09
    
    
    $
    .79Diluted income per Common Unit:Continuing operations
    
    $
    .08
    
    
    $
    .12
    
    
    $
    .15
    
    
    $
    .37Discontinued operations
    
    $
    .01
    
    
    $
    .27
    
    
    $
    .09
    
    
    $
    .78Number of in-service properties at end of period
    
    
    724
    
    
    
    687
    
    
    
    724
    
    
    
    687In-service square footage at end of period
    
    
    124,178
    
    
    
    109,632
    
    
    
    124,178
    
    
    
    109,632
 Comparison of Three Months Ended September 30, 2008 to Three Months Ended September 30, 2007
 Rental Revenue From Continuing Operations
  2008
    
    
    2007Rental Revenue:Office
    
    $
    144,026
    
    
    $
    144,729Industrial
    
    
    62,856
    
    
    
    52,497Non-reportable segments
    
    
    9,783
    
    
    
    7,777Total
    
    $
    216,665
    
    
    $
    205,003
 - 20 -




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##### Table of Contents




    
    We acquired 12 properties and placed 71 developments in service from January 1, 2007 to
September 30, 2008 that provided incremental revenues of $18.6 million in the third quarter
of 2008, as compared to the same period in 2007. The slight decrease in overall occupancy
in our wholly owned in-service properties from 92.3% to 87.6% was the result of some of
these newly developed speculative properties not yet being fully leased, rather than from
occupancy decreases in our existing base of rental properties.
    
    Lease termination fees, which are included in rental revenue from continuing operations,
decreased from $9.5 million in the third quarter of 2007 to $1.6 million in the third
quarter of 2008.
 Rental Expenses and Real Estate Taxes
  2008
    
    
    2007Rental Expenses:Office
    
    $
    39,151
    
    
    $
    37,815Industrial
    
    
    5,988
    
    
    
    5,360Non-reportable segments
    
    
    4,327
    
    
    
    2,651Total
    
    $
    49,466
    
    
    $
    45,826Real Estate Taxes:Office
    
    $
    17,838
    
    
    $
    16,948Industrial
    
    
    7,585
    
    
    
    6,693Non-reportable segments
    
    
    1,992
    
    
    
    1,721Total
    
    $
    27,415
    
    
    $
    25,362
   Interest Expense
  Depreciation and Amortization
  - 21 -




---



##### Table of Contents



Service Operations
  General and Administrative Expense
  Discontinued Operations
    - 22 -




---



##### Table of Contents



Comparison
of Nine Months Ended September 30, 2008 to Nine Months Ended
September 30, 2007
 Rental Revenue From Continuing Operations
  2008
    
    
    2007Rental Revenue:Office
    
    $
    427,393
    
    
    $
    420,930Industrial
    
    
    184,691
    
    
    
    160,031Non-reportable segments
    
    
    29,711
    
    
    
    17,917Total
    
    $
    641,795
    
    
    $
    598,878
  
    
    We acquired 12 properties and placed 71 developments in service from January 1, 2007 to
September 30, 2008 that provided incremental revenues of $53.4 million for the first nine
months of 2008, as compared to the same period in 2007. The slight decrease in overall
occupancy in our wholly owned in-service properties from 92.3% to 87.6% was the result of
some of these newly developed speculative properties not yet being fully leased, rather
than from occupancy decreases in our existing base of rental properties.
    
    Lease termination fees, which are included in rental revenue from continuing operations,
decreased from $14.7 million in the first nine months of 2007 to $6.6 million in the same
period of 2008.
    
    We contributed eight properties to an unconsolidated joint venture in 2007, resulting in
an $11.0 million reduction in revenues for the nine months ended September 30, 2008, as
compared to the same period in 2007. Of these properties, seven were contributed in the
second quarter of 2007 and one was contributed in the fourth quarter of 2007.
    
    The remaining increase in rental revenues is primarily the result of a $6.5 million
increase in revenues from reimbursable rental expenses.
 Rental Expenses and Real Estate Taxes
  2008
    
    
    2007Rental Expenses:Office
    
    $
    116,298
    
    
    $
    112,643Industrial
    
    
    20,416
    
    
    
    17,858Non-reportable segments
    
    
    10,765
    
    
    
    6,168Total
    
    $
    147,479
    
    
    $
    136,669Real Estate Taxes:Office
    
    $
    52,959
    
    
    $
    50,585Industrial
    
    
    22,804
    
    
    
    19,248Non-reportable segments
    
    
    6,830
    
    
    
    5,215Total
    
    $
    82,593
    
    
    $
    75,048
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##### Table of Contents



Interest Expense
  Depreciation and Amortization
  
    
    We recorded $5.8 million of additional depreciation expense in the first quarter of 2008
for a portfolio of properties that no longer met the criteria for being classified as
held-for-sale.
    
    Our held-for-rental asset base increased from acquisitions and developments during 2007
and 2008.
 Service Operations
  General and Administrative Expense
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##### Table of Contents



Discontinued Operations
   Liquidity and Capital Resources
 Sources of Liquidity
    
    
    undistributed cash provided by operating activities;
    
    issuance of additional equity by our General Partner, including common and
preferred shares;
    
    issuance of additional debt securities;
    
    proceeds received from real estate dispositions; and
    
    transactions with unconsolidated entities.
  Rental Operations
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##### Table of Contents



Debt and Equity Securities
     Sale of Real Estate Assets
   Transactions with Unconsolidated Entities
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##### Table of Contents



Uses of Liquidity
  
    
    property investment;
    
    recurring leasing/capital costs;
    
    distributions to unitholders;
    
    long-term debt maturities; and
    
    other contractual obligations.
 Property Investment
  Recurring Expenditures
  2008
    
    
    2007Recurring tenant improvements
    
    $
    28,075
    
    
    $
    32,987Recurring leasing costs
    
    
    18,934
    
    
    
    22,771Building improvements
    
    
    5,387
    
    
    
    4,894Totals
    
    $
    52,396
    
    
    $
    60,652
 Distribution Requirements
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##### Table of Contents



Debt Maturities
   Future Repayments
    
    Weighted AverageScheduled
    
    
    
    
    
    
    
    
    
    Interest Rate ofYear
    
    Amortization
    
    Maturities
    
    Total
    
    Future Repayments2008
    
    $
    2,557
    
    
    $
    9,940
    
    
    $
    12,497
    
    
    
    7.29
    %2009
    
    
    10,957
    
    
    
    275,000
    
    
    
    285,957
    
    
    
    7.38
    %2010
    
    
    10,717
    
    
    
    700,000
    
    
    
    710,717
    
    
    
    3.91
    %2011
    
    
    10,823
    
    
    
    1,041,849
    
    
    
    1,052,672
    
    
    
    5.12
    %2012
    
    
    8,906
    
    
    
    201,216
    
    
    
    210,122
    
    
    
    5.92
    %2013
    
    
    8,889
    
    
    
    475,000
    
    
    
    483,889
    
    
    
    6.51
    %2014
    
    
    9,109
    
    
    
    272,112
    
    
    
    281,221
    
    
    
    6.46
    %2015
    
    
    7,700
    
    
    
    
    
    
    
    7,700
    
    
    
    6.39
    %2016
    
    
    6,822
    
    
    
    490,900
    
    
    
    497,722
    
    
    
    6.16
    %2017
    
    
    5,242
    
    
    
    469,324
    
    
    
    474,566
    
    
    
    5.95
    %2018
    
    
    3,304
    
    
    
    300,000
    
    
    
    303,304
    
    
    
    6.09
    %Thereafter
    
    
    27,500
    
    
    
    50,000
    
    
    
    77,500
    
    
    
    7.03
    %$
    112,526
    
    
    $
    4,285,341
    
    
    $
    4,397,867
    
    
    
    5.66
    %
 Historical Cash Flows
  Nine Months EndedSeptember 30,2008
    
    
    2007Net Cash Provided by
Operating Activities
    
    $
    330.2
    
    
    $
    134.9Net Cash Provided by (Used for)
Investing Activities
    
    $
    (428.9
    )
    
    $
    (145.0
    )Net Cash Provided by (Used for)
Financing Activities
    
    $
    54.8
    
    
    $
    (40.3
    )
 Operating Activities
  
    
    During the nine-month period ended September 30, 2008, we incurred Build-for-Sale
property development costs of $159.2 million, compared to $238.6 million for the same
period ended September 30, 2007. The difference is reflective of the decreased activity in
our Build-for-Sale pipeline as there were certain large projects under development during
the first half of 2007 that were placed in service in the third quarter of 2007. The
pipeline of Build-for-Sale projects under construction as of September 30, 2008 has
anticipated total costs upon completion of $562.9 million.
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##### Table of Contents




    
    We sold nine Build-for-Sale properties in the first nine months of 2008, compared to six
such properties sold in the same period in 2007, receiving net proceeds of $220.6 million
and $83.1 million, respectively. We recognized pre-tax gains of $26.7 million and $10.8
million on these sales for the nine-month periods ended September 30, 2008 and 2007,
respectively.
 Investing Activities
  
    
    Held-for-rental development costs increased to $365.8 million for the nine-month period
ended September 30, 2008 from $324.3 million for the same period in 2007 largely as the
result of the completion of several projects that we started in 2007.
    
    During the first nine months of 2008, we paid cash of $20.1 million for real estate
acquisitions and $35.6 million for undeveloped land acquisitions, compared to $82.4 million
for real estate acquisitions and $155.6 million for acquisitions of undeveloped land in the
same period in 2007.
    
    Sales of land and depreciated property provided $85.7 million in net proceeds for the
nine-month period ended September 30, 2008, compared to $405.1 million for the same period
in 2007. Dispositions in the first nine months of 2007 included a portfolio of eight office
properties in the Cleveland market for net proceeds of $139.3 million and a portfolio of
twelve industrial properties in the St. Louis market for net proceeds of $64.2 million.
    
    We received capital distributions (as a result of the sale of properties or refinancing)
of $65.6 million from unconsolidated companies for the nine-month period ended September
30, 2008, compared to $207.5 million for the same period in 2007.
 Financing Activities
  
    
    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 February 2008, we received net proceeds of $290.0 million from the General Partners
issuance of shares of its Series O Cumulative Redeemable Preferred Stock; the General
Partner had no new preferred equity issuances in the same period in 2007.
    
    We decreased net borrowings on the Partnerships $1.3 billion line of credit by $18.0
million for the nine months ended September 30, 2008, compared to a decrease of $15.0
million for the same period in 2007.
    
    In March 2008, we settled three forward-starting swaps and made a cash payment of $14.6
million to the counterparties.
    
    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 senior unsecured notes due in May 2013 with an
effective interest rate of 7.36%.
 Contractual Obligations
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##### Table of Contents



Off Balance Sheet Arrangements  Investments in Unconsolidated Companies
 Consolidation of
Variable Interest Entities , 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 Accounting for Investments in Real Estate
Ventures; , Consolidated Financial Statements Consolidation of All Majority-Owned Subsidiaries,
     Recent Accounting Pronouncements
  
 Item 3.
    
    Quantitative and Qualitative Disclosure About Market Risk
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##### Table of Contents



Remainder of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fair2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    Thereafter
    
    
    Total
    
    
    ValueFixed rate secured debt
    
    $
    12,497
    
    
    $
    10,247
    
    
    $
    9,967
    
    
    $
    22,177
    
    
    $
    9,292
    
    
    $
    445,687
    
    
    $
    509,868
    
    
    $
    472,750Weighted average interest rate
    
    
    7.29
    %
    
    
    6.92
    %
    
    
    6.85
    %
    
    
    7.14
    %
    
    
    6.67
    %
    
    
    6.04
    %Variable rate secured debt
    
    $
    
    
    
    $
    710
    
    
    $
    750
    
    
    $
    785
    
    
    $
    830
    
    
    $
    5,215
    
    
    $
    8,290
    
    
    $
    8,290Weighted average interest rate
    
    
    N/A
    
    
    
    10.85
    %
    
    
    10.80
    %
    
    
    10.76
    %
    
    
    10.72
    %
    
    
    11.53
    %Fixed rate unsecured notes
    
    $
    
    
    
    $
    275,000
    
    
    $
    175,000
    
    
    $
    1,021,000
    
    
    $
    200,000
    
    
    $
    1,675,000
    
    
    $
    3,346,000
    
    
    $
    2,934,012Weighted average interest rate
    
    
    N/A
    
    
    
    7.39
    %
    
    
    5.37
    %
    
    
    5.08
    %
    
    
    5.87
    %
    
    
    6.29
    %Unsecured lines of credit
    
    $
    
    
    
    $
    
    
    
    $
    525,000
    
    
    $
    8,709
    
    
    $
    
    
    
    $
    
    
    
    $
    533,709
    
    
    $
    525,034Rate at September 30, 2008
    
    
    N/A
    
    
    
    N/A
    
    
    
    3.36
    %
    
    
    4.28
    %
    
    
    N/A
    
    
    
    N/A
  
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control over Financial Reporting
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##### Table of Contents



Part II  Other Information
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
    The solvency of financial institutions may limit our access to liquidity.
  The SEC has proposed changes to the eligibility requirements for Form S-3 that could prevent us
from issuing debt securities on our automatic shelf registration statement.
  - 32 -




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##### Table of Contents



Item 2.
    
    Unregistered Sales of Equity Securities and Use of
Proceeds
 (a) Unregistered Sales of Equity Securities
  (b) Use of Proceeds
  (c) Issuer Purchases of Equity Securities
   Total Number ofShares Purchased asTotal Number of
    
    
    
    
    
    Part of PubliclyShares
    
    Average Price
    
    Announced Plans orMonth
    
    Purchased (1)
    
    Paid per Share
    
    ProgramsJuly
    
    
    
    
    
    $
    
    
    
    
    August
    
    
    68,150
    
    
    $
    26.40
    
    
    
    68,150September
    
    
    4,270
    
    
    $
    26.94
    
    
    
    4,270Total
    
    
    72,420
    
    
    $
    26.43
    
    
    
    72,420
 
 (1)
    
    All 72,420 shares repurchased represent shares of the General Partner swapped to pay
the exercise price of stock options.  
 Item 3.
    
    Defaults upon Senior Securities
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##### Table of Contents



Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
 (a) Exhibits
 3.1
    
    
    Certificate of Limited Partnership of Duke Realty Limited Partnership, dated
September 17, 1993 (filed as Exhibit 3.1 to the Partnerships Annual Report on Form 10-K
for the fiscal year ended December 31, 2006, as filed with the SEC on March 13, 2007,
File No. 000-20625, and incorporated herein by this reference).3.2
    (i)
    
    Second Amended and Restated Agreement of Limited Partnership of the Partnership (filed
as Exhibit 4.1 to the Partnerships Current Report on Form 8-K, as filed with the SEC on
July 16, 1999, File No. 000-20625, and incorporated herein by this reference).3.2(ii)
    
    Second Amendment to the Second Amended and Restated Agreement of Limited Partnership
of the Partnership (filed as Exhibit 10.3 to the General Partners Annual Report on Form
10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 15,
2002, File No. 001-09044, and incorporated herein by this reference).3.2(iii)
    
    Third Amendment to the Second Amended and Restated Agreement of Limited Partnership
of the Partnership (filed as Exhibit 10.4 to the General Partners Annual Report on Form
10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 15,
2002, File No. 001-09044, and incorporated herein by this reference).3.2(iv)
    
    Fourth Amendment to the Second Amended and Restated Agreement of Limited Partnership
of the Partnership (filed as Exhibit 10.5 to the General Partners Annual Report on Form
10-K for the fiscal year ended December 31, 2001, as filed with the SEC on March 15,
2002, File No. 001-09044, and incorporated herein by this reference).3.2
    (v)
    
    Fifth Amendment to the Second Amended and Restated Agreement of Limited Partnership of
the Partnership (filed as Exhibit 10.6 to the General Partners Annual Report on Form
10-K for the fiscal year ended December 31, 2005, as filed with the SEC on March 7, 2006,
File No. 001-09044, and incorporated herein by this reference).3.2(vi)
    
    Sixth Amendment to the Second Amended and Restated Agreement of Limited Partnership of
the Partnership (filed as Exhibit 10.7 to the General Partners Annual Report on Form
10-K for the fiscal year ended December 31, 2005, as filed with the SEC on March 7, 2006,
File No. 001-09044, and incorporated herein by this reference).3.2(vii)
    
    Seventh Amendment to the Second Amended and Restated Agreement of Limited Partnership
of the Partnership (filed as Exhibit 10.8 to the General Partners Annual Report on Form
10-K for the fiscal year ended December 31, 2005, as filed with the SEC on March 7, 2006,
File No. 001-09044, and incorporated herein by this reference).
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##### Table of Contents



3.2(viii)
    
    Eighth Amendment to the Second Amended and Restated Agreement of Limited Partnership
of the Partnership (filed as Exhibit 3.1 to the Partnerships Current Report on Form 8-K,
as filed with the SEC on February 6, 2006, File No. 000-20625, and incorporated herein by
this reference).3.2(ix)
    
    Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of
the Partnership (filed as Exhibit 3.1 to the Partnerships Current Report on Form 8-K, as
filed with the SEC on July 5, 2006, and incorporated herein by this reference).3.2
    (x)
    
    Tenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of
Duke Realty Limited Partnership, dated April 30, 2007, deleting those exhibits setting
forth the rights of the Partnerships previously issued Series A Preferred Units, Series
D Preferred Units, Series E Preferred Units, Series F Preferred Units, Series H Preferred
Units and Series I Preferred Units, (filed as Exhibit 3.2(x) to the Partnerships
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, as filed with the SEC
on August 13, 2007, File No. 000-20625, and incorporated herein by this reference).3.2(xi)
    
    Eleventh Amendment to the Second Amended and Restated Agreement of Limited Partnership
of Duke Realty Limited Partnership, dated April 30, 2007, deleting those exhibits setting
forth the rights of the Partnerships previously issued Series B Preferred Units (filed
as Exhibit 3.2(xi) to the Partnerships Annual Report on Form 10-K for the year ended
December 31, 2007, as filed with the SEC on March 6, 2008, File No. 000-20625, and
incorporated herein by this reference).3.2(xii)
    
    Twelfth Amendment to the Second Amended and Restated Agreement of Limited Partnership
of Duke Realty Limited Partnership, establishing the amount, terms and rights of Duke
Realty Limited Partnerships 8.375% Series O Cumulative Redeemable Preferred Units (filed
as Exhibit 3.1 to the Partnerships Current Report on Form 8-K, as filed with the SEC on
February 27, 2008, and incorporated herein by this reference).3.2(xiii)
    
    Thirteenth Amendment to the Second Amended and Restated Agreement of Limited
Partnership of Duke Realty Limited Partnership, deleting the exhibit setting forth the
rights of the Partnerships Series C Preferred Units.*11.1
    
    
    Statement Regarding Computation of Earnings.**12.1
    
    
    Ratio of Earnings to Combined Fixed Charges and Preferred Stock Distributions.*31.1
    
    
    Rule 13a-14(a) Certification of the General Partners Principal Executive Officer
and Principal Financial Officer.*32.1
    
    
    Section 1350 Certification of the General Partners Principal Executive Officer and
Principal Financial Officer.*
 
 *
    
    Filed herewith.**
    
    Data required by Statement of Financial Accounting Standard No.128, Earnings per
Share, is provided in Note 5 to the Consolidated Financial Statements included in this
report. - 35 -




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##### Table of Contents



SIGNATURES
  DUKE REALTY LIMITED PARTNERSHIPDate:  November 13, 2008
    /s/  Dennis D. OklakDennis D. OklakChairman and Chief Executive
Officer
(Principal Executive Officer and
Principal Financial Officer) of the
General Partner/s/  Mark DenienMark DenienSenior Vice President, Corporate
Controller
(Principal Accounting Officer) of the
General Partner