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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)

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

For the quarterly period ended March 31, 2009

OR



| ̈ | 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

(Exact Name of Registrant as Specified in Its
Charter)







|                                                              |  |                                       
|------------------------------------------------------------- |  | --------------------------------------
|Indiana                                                       |  | 35-1898425                            
|(State or Other Jurisdictionof Incorporation or Organization) |  | (I.R.S. EmployerIdentification Number)



|                                                     |  |           
|---------------------------------------------------- |  | ----------
|600 East 96thStreet,
Suite 100 Indianapolis, Indiana |  | 46240     
|(Address of Principal Executive Offices)             |  | (Zip Code)

Registrants Telephone Number, Including Area Code: (317) 808-6000





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition
of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act):    YES   ̈    NO  x

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:



|                                      |  |                            
|------------------------------------- |  | ---------------------------
|Class                                 |  | Outstanding at May 11, 2009
|Common Units, $.01 par value per unit |  | 230,548,139 units          









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##### Table of Contents

DUKE REALTY LIMITED PARTNERSHIP

INDEX



|                                                                                              |  |          |  |                                                                                                      |  |      
|--------------------------------------------------------------------------------------------- |  | -------- |  | ---------------------------------------------------------------------------------------------------- |  | -----
|                                                                                              |  | Page    
|Part I - Financial Information                                                                |  |         
|                                                                                              | 
|Item 1. Financial Statements                                                                  |  |         
|                                                                                              |  |          | 
|                                                                                              |  |          |  | Consolidated Balance Sheets as of March 31, 2009 (Unaudited) and December 31, 2008                   |  | 2    
|                                                                                              |  |          | 
|                                                                                              |  |          |  | Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2009 and
2008 |  | 3    
|                                                                                              |  |          | 
|                                                                                              |  |          |  | Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2009 and
2008 |  | 4    
|                                                                                              |  |          | 
|                                                                                              |  |          |  | Consolidated Statement of Changes in Equity (Unaudited) for the three months ended March 31, 2009    |  | 5    
|                                                                                              |  |          | 
|                                                                                              |  |          |  | Notes to Consolidated Financial Statements (Unaudited)                                               |  | 6-12 
|                                                                                              | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations |  | 13-26   
|                                                                                              | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 26      
|                                                                                              | 
|Item 4. Controls and Procedures                                                               |  | 27      
|                                                                                              | 
|Part II - Other Information                                                                   |  |         
|                                                                                              |  |          | 
|                                                                                              |  | Item 1.  |  | Legal Proceedings                                                                                    |  | 27   
|                                                                                              |  |          | 
|                                                                                              |  | Item 1A. |  | Risk Factors                                                                                         |  | 27-29
|                                                                                              |  |          | 
|                                                                                              |  | Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                          |  | 29   
|                                                                                              |  |          | 
|                                                                                              |  | Item 3.  |  | Defaults Upon Senior Securities                                                                      |  | 29   
|                                                                                              |  |          | 
|                                                                                              |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                  |  | 30   
|                                                                                              |  |          | 
|                                                                                              |  | Item 5.  |  | Other Information                                                                                    |  | 30   
|                                                                                              |  |          | 
|                                                                                              |  | Item 6.  |  | Exhibits                                                                                             |  | 30-32



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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)



|                                                                                               |  |               |            |   |                  |   |            |  
|---------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                               |  | March 31,2009 |            |   | December 31,2008 |  
|                                                                                               |  | (Unaudited)   |            |   | (Revised)        |  
|ASSETS                                                                                         |  |               |            |   |                  |   |            |  
|Real estate investments:                                                                       |  |               |            |   |                  |   |            |  
|Land and improvements                                                                          |  | $             | 1,085,898  |   |                  | $ | 1,077,362  |  
|Buildings and tenant improvements                                                              |  |               | 5,180,916  |   |                  |   | 5,220,561  |  
|Construction in progress                                                                       |  |               | 199,899    |   |                  |   | 159,330    |  
|Investments in and advances to unconsolidated companies                                        |  |               | 691,267    |   |                  |   | 693,503    |  
|Undeveloped land                                                                               |  |               | 811,551    |   |                  |   | 806,379    |  
|                                                                                               |  |               |            |   |                  |   |            |  
|                                                                                               |  |               | 7,969,531  |   |                  |   | 7,957,135  |  
|Accumulated depreciation                                                                       |  |               | (1,203,054 | ) |                  |   | (1,167,113 | )
|                                                                                               |  |               |            |   |                  |   |            |  
|Net real estate investments                                                                    |  |               | 6,766,477  |   |                  |   | 6,790,022  |  
|                                                                                               |  |              
|Cash and cash equivalents                                                                      |  |               | 22,047     |   |                  |   | 22,285     |  
|Accounts receivable, net of allowance of $3,262 and $1,777                                     |  |               | 23,684     |   |                  |   | 28,026     |  
|Straight-line rent receivable, net of allowance of $4,794 and $4,086                           |  |               | 126,410    |   |                  |   | 123,863    |  
|Receivables on construction contracts, including retentions                                    |  |               | 70,747     |   |                  |   | 75,100     |  
|Deferred financing costs, net of accumulated amortization of $39,056 and $38,046               |  |               | 45,255     |   |                  |   | 47,904     |  
|Deferred leasing and other costs, net of accumulated amortization of $207,973 and $195,034     |  |               | 369,873    |   |                  |   | 369,224    |  
|Escrow deposits and other assets                                                               |  |               | 251,799    |   |                  |   | 234,018    |  
|                                                                                               |  |               |            |   |                  |   |            |  
|                                                                                               |  | $             | 7,676,292  |   |                  | $ | 7,690,442  |  
|                                                                                               |  |               |            |   |                  |   |            |  
|LIABILITIES AND EQUITY                                                                         |  |               |            |   |                  |   |            |  
|Indebtedness:                                                                                  |  |               |            |   |                  |   |            |  
|Secured debt                                                                                   |  | $             | 660,621    |   |                  | $ | 507,351    |  
|Unsecured notes                                                                                |  |               | 2,998,363  |   |                  |   | 3,285,980  |  
|Unsecured lines of credit                                                                      |  |               | 673,926    |   |                  |   | 483,659    |  
|                                                                                               |  |               |            |   |                  |   |            |  
|                                                                                               |  |               | 4,332,910  |   |                  |   | 4,276,990  |  
|                                                                                               |  |              
|Construction payables and amounts due subcontractors, including retentions                     |  |               | 100,361    |   |                  |   | 105,227    |  
|Accrued real estate taxes                                                                      |  |               | 80,763     |   |                  |   | 78,483     |  
|Accrued interest                                                                               |  |               | 39,925     |   |                  |   | 56,376     |  
|Other accrued expenses                                                                         |  |               | 26,348     |   |                  |   | 44,835     |  
|Other liabilities                                                                              |  |               | 168,720    |   |                  |   | 187,425    |  
|Tenant security deposits and prepaid rents                                                     |  |               | 35,381     |   |                  |   | 41,348     |  
|                                                                                               |  |               |            |   |                  |   |            |  
|Total liabilities                                                                              |  |               | 4,784,408  |   |                  |   | 4,790,684  |  
|                                                                                               |  |               |            |   |                  |   |            |  
|Partners equity:                                                                              |  |               |            |   |                  |   |            |  
|General Partner                                                                                |  |               |            |   |                  |   |            |  
|Common equity (148,547 and 148,420 General Partner Units issued and outstanding)               |  |               | 1,828,749  |   |                  |   | 1,840,002  |  
|Preferred equity (4,067 Preferred Units issued and outstanding)                                |  |               | 1,016,625  |   |                  |   | 1,016,625  |  
|                                                                                               |  |               |            |   |                  |   |            |  
|                                                                                               |  |               | 2,845,347  |   |                  |   | 2,856,627  |  
|Limited Partners common equity (6,763 and 6,779 Limited Partner Units issued and outstanding) |  |               | 47,238     |   |                  |   | 47,835     |  
|Accumulated other comprehensive income (loss)                                                  |  |               | (8,036     | ) |                  |   | (8,652     | )
|                                                                                               |  |               |            |   |                  |   |            |  
|Total partners equity                                                                         |  |               | 2,884,576  |   |                  |   | 2,895,810  |  
|Noncontrolling interests                                                                       |  |               | 7,308      |   |                  |   | 3,948      |  
|                                                                                               |  |               |            |   |                  |   |            |  
|Total equity                                                                                   |  |               | 2,891,884  |   |                  |   | 2,899,758  |  
|                                                                                               |  |               |            |   |                  |   |            |  
|                                                                                               |  | $             | 7,676,292  |   |                  | $ | 7,690,442  |  
|                                                                                               |  |               |            |   |                  |   |            |  

See accompanying Notes to Consolidated Financial Statements.



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DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Operations

For the Three Months Ended March 31,

(in thousands, except per unit amounts)

(Unaudited)



|                                                                          |  |      |         |   |           |   |         |  
|------------------------------------------------------------------------- |  | ---- | ------- | - | --------- | - | ------- | -
|                                                                          |  | 2009 |         |   | 2008      |  
|                                                                          |  |      |         |   | (Revised) |  
|RENTAL OPERATIONS                                                         |  |      |         |   |           |   |         |  
|Revenues:                                                                 |  |      |         |   |           |   |         |  
|Rental and related revenue                                                |  | $    | 220,951 |   |           | $ | 211,988 |  
|Operating expenses:                                                       |  |      |         |   |           |   |         |  
|Rental expenses                                                           |  |      | 54,270  |   |           |   | 50,366  |  
|Real estate taxes                                                         |  |      | 29,176  |   |           |   | 25,484  |  
|Depreciation and amortization                                             |  |      | 80,016  |   |           |   | 75,707  |  
|                                                                          |  |      |         |   |           |   |         |  
|                                                                          |  |      | 163,462 |   |           |   | 151,557 |  
|                                                                          |  |      |         |   |           |   |         |  
|Equity in earnings of unconsolidated companies                            |  |      | 2,527   |   |           |   | 10,099  |  
|                                                                          |  |      |         |   |           |   |         |  
|Earnings from rental operations                                           |  |      | 60,016  |   |           |   | 70,530  |  
|                                                                          |  |      |         |   |           |   |         |  
|SERVICE OPERATIONS                                                        |  |      |         |   |           |   |         |  
|Revenues:                                                                 |  |      |         |   |           |   |         |  
|General contractor gross revenue                                          |  |      | 98,357  |   |           |   | 76,759  |  
|General contractor costs                                                  |  |      | (88,148 | ) |           |   | (70,104 | )
|                                                                          |  |      |         |   |           |   |         |  
|Net general contractor revenue                                            |  |      | 10,209  |   |           |   | 6,655   |  
|Service fee revenue                                                       |  |      | 6,542   |   |           |   | 7,524   |  
|Gain on disposition of Build-for-Sale properties, net                     |  |      | 195     |   |           |   | 372     |  
|                                                                          |  |      |         |   |           |   |         |  
|Total service operations revenue                                          |  |      | 16,946  |   |           |   | 14,551  |  
|Operating expenses                                                        |  |      | 8,598   |   |           |   | 10,138  |  
|                                                                          |  |      |         |   |           |   |         |  
|Earnings from service operations                                          |  |      | 8,348   |   |           |   | 4,413   |  
|                                                                          |  |      |         |   |           |   |         |  
|General and administrative expense                                        |  |      | (9,880  | ) |           |   | (12,163 | )
|Earnings from sales of land, net                                          |  |      | 357     |   |           |   | 629     |  
|Undeveloped land carrying costs                                           |  |      | (2,365  | ) |           |   | (2,149  | )
|Impairment charges                                                        |  |      | (338    | ) |           |   | (808    | )
|                                                                          |  |      |         |   |           |   |         |  
|Operating income                                                          |  |      | 56,138  |   |           |   | 60,452  |  
|OTHER INCOME (EXPENSE)                                                    |  |      |         |   |           |   |         |  
|Interest and other income                                                 |  |      | 123     |   |           |   | 1,559   |  
|Interest expense                                                          |  |      | (52,068 | ) |           |   | (48,101 | )
|Gain on extinguishment of debt                                            |  |      | 33,062  |   |           |   |        |  
|                                                                          |  |      |         |   |           |   |         |  
|Income from continuing operations                                         |  |      | 37,255  |   |           |   | 13,910  |  
|Discontinued operations:                                                  |  |      |         |   |           |   |         |  
|Income from discontinued operations before gain on sales                  |  |      | 213     |   |           |   | 2,705   |  
|Gain on sale of depreciable properties                                    |  |      | 5,119   |   |           |   | 1,110   |  
|                                                                          |  |      |         |   |           |   |         |  
|Income from discontinued operations                                       |  |      | 5,332   |   |           |   | 3,815   |  
|Net income                                                                |  |      | 42,587  |   |           |   | 17,725  |  
|Distributions on Preferred Units                                          |  |      | (18,363 | ) |           |   | (15,306 | )
|Net loss attributable to noncontrolling interests                         |  |      | 83      |   |           |   | 293     |  
|                                                                          |  |      |         |   |           |   |         |  
|Net income attributable to common unitholders                             |  | $    | 24,307  |   |           | $ | 2,712   |  
|                                                                          |  |      |         |   |           |   |         |  
|Basic net income (loss) per Common Unit:                                  |  |      |         |   |           |   |         |  
|Continuing operations attributable to common unitholders                  |  | $    | .12     |   |           | $ | (.01    | )
|Discontinued operations attributable to common unitholders                |  |      | .03     |   |           |   | .03     |  
|                                                                          |  |      |         |   |           |   |         |  
|Total                                                                     |  | $    | .15     |   |           | $ | .02     |  
|                                                                          |  |      |         |   |           |   |         |  
|Diluted net income (loss) per Common Unit:                                |  |      |         |   |           |   |         |  
|Continuing operations attributable to common unitholders                  |  | $    | .12     |   |           | $ | (.01    | )
|Discontinued operations attributable to common unitholders                |  |      | .03     |   |           |   | .03     |  
|                                                                          |  |      |         |   |           |   |         |  
|Total                                                                     |  | $    | .15     |   |           | $ | .02     |  
|                                                                          |  |      |         |   |           |   |         |  
|Weighted average number of Common Units outstanding                       |  |      | 155,254 |   |           |   | 154,189 |  
|                                                                          |  |      |         |   |           |   |         |  
|Weighted average number of Common Units and potential dilutive securities |  |      | 155,747 |   |           |   | 154,596 |  
|                                                                          |  |      |         |   |           |   |         |  

See accompanying Notes to Consolidated Financial Statements



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##### Table of Contents

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the three months ended March 31,

(in thousands)

(Unaudited)



|                                                                                                           |  |      |          |   |           |   |          |  
|---------------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | --------- | - | -------- | -
|                                                                                                           |  | 2009 |          |   | 2008      |  
|                                                                                                           |  |      |          |   | (Revised) |  
|Cash flows from operating activities:                                                                      |  |      |          |   |           |   |          |  
|Net income                                                                                                 |  | $    | 42,587   |   |           | $ | 17,725   |  
|Adjustments to reconcile net income to net cash provided by operating activities:                          |  |      |          |   |           |   |          |  
|Depreciation of buildings and tenant improvements                                                          |  |      | 63,724   |   |           |   | 60,850   |  
|Amortization of deferred leasing and other costs                                                           |  |      | 16,484   |   |           |   | 18,271   |  
|Amortization of deferred financing costs                                                                   |  |      | 3,407    |   |           |   | 3,399    |  
|Straight-line rent adjustment                                                                              |  |      | (6,108   | ) |           |   | (4,638   | )
|Gain on debt extinguishment                                                                                |  |      | (33,062  | ) |           |   |         |  
|Earnings from land and depreciated property sales                                                          |  |      | (5,476   | ) |           |   | (1,739   | )
|Build-for-Sale operations, net                                                                             |  |      | (11,470  | ) |           |   | (41,775  | )
|Construction contracts, net                                                                                |  |      | (652     | ) |           |   | (14,418  | )
|Other accrued revenues and expenses, net                                                                   |  |      | (28,118  | ) |           |   | (31,616  | )
|Operating distributions received in excess of (less than) equity in earnings from unconsolidated companies |  |      | 7,435    |   |           |   | (2,042   | )
|                                                                                                           |  |      |          |   |           |   |          |  
|Net cash provided by operating activities                                                                  |  |      | 48,751   |   |           |   | 4,017    |  
|                                                                                                           |  |      |          |   |           |   |          |  
|Cash flows from investing activities:                                                                      |  |      |          |   |           |   |          |  
|Development of real estate investments                                                                     |  |      | (85,210  | ) |           |   | (151,872 | )
|Acquisition of real estate investments and related intangible assets                                       |  |      |         |   |           |   | (8,701   | )
|Acquisition of undeveloped land                                                                            |  |      | (5,474   | ) |           |   | (14,741  | )
|Recurring tenant improvements, leasing costs and building improvements                                     |  |      | (16,208  | ) |           |   | (17,868  | )
|Other deferred leasing costs                                                                               |  |      | (6,208   | ) |           |   | (5,939   | )
|Other deferred costs and other assets                                                                      |  |      | (26,960  | ) |           |   | (456     | )
|Proceeds from land and depreciated property sales, net                                                     |  |      | 61,203   |   |           |   | 26,684   |  
|Capital distributions from unconsolidated companies                                                        |  |      |         |   |           |   | 38,753   |  
|Capital contributions and advances to unconsolidated companies, net                                        |  |      | (3,863   | ) |           |   | (20,296  | )
|                                                                                                           |  |      |          |   |           |   |          |  
|Net cash used for investing activities                                                                     |  |      | (82,720  | ) |           |   | (154,436 | )
|                                                                                                           |  |      |          |   |           |   |          |  
|Cash flows from financing activities:                                                                      |  |      |          |   |           |   |          |  
|Contributions from the General Partner                                                                     |  |      | 26       |   |           |   | 5,913    |  
|Proceeds from issuance of Preferred Units, net                                                             |  |      |         |   |           |   | 290,000  |  
|Payments on unsecured debt                                                                                 |  |      | (254,455 | ) |           |   | (125,000 | )
|Proceeds from secured debt financings                                                                      |  |      | 156,000  |   |           |   |         |  
|Payments on secured indebtedness including principal amortization                                          |  |      | (2,584   | ) |           |   | (36,532  | )
|Borrowings on lines of credit, net                                                                         |  |      | 190,267  |   |           |   | 89,001   |  
|Distributions to common unitholders                                                                        |  |      | (38,706  | ) |           |   | (74,014  | )
|Distributions to preferred unitholders                                                                     |  |      | (18,363  | ) |           |   | (15,306  | )
|Contributions from (distributions to) noncontrolling interests, net                                        |  |      | 3,443    |   |           |   | (51      | )
|Cash settlement of interest rate swaps                                                                     |  |      |         |   |           |   | (14,625  | )
|Deferred financing costs                                                                                   |  |      | (1,897   | ) |           |   | (285     | )
|                                                                                                           |  |      |          |   |           |   |          |  
|Net cash provided by financing activities                                                                  |  |      | 33,731   |   |           |   | 119,101  |  
|                                                                                                           |  |      |          |   |           |   |          |  
|Net decrease in cash and cash equivalents                                                                  |  |      | (238     | ) |           |   | (31,318  | )
|Cash and cash equivalents at beginning of period                                                           |  |      | 22,285   |   |           |   | 47,046   |  
|                                                                                                           |  |      |          |   |           |   |          |  
|Cash and cash equivalents at end of period                                                                 |  | $    | 22,047   |   |           | $ | 15,728   |  
|                                                                                                           |  |      |          |   |           |   |          |  
|Non-cash investing and financing activities:                                                               |  |      |          |   |           |   |          |  
|Conversion of Limited Partner Units to common shares of the General Partner                                |  | $    |         |   |           | $ | 1,172    |  
|                                                                                                           |  |      |          |   |           |   |          |  
|Assumption of secured debt for real estate acquisitions                                                    |  | $    |         |   |           | $ | 18,465   |  
|                                                                                                           |  |      |          |   |           |   |          |  
|Contribution of property to, net of debt assumed by, unconsolidated companies                              |  | $    |         |   |           | $ | 77,158   |  
|                                                                                                           |  |      |          |   |           |   |          |  

See accompanying Notes to Consolidated Financial Statements



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##### Table of Contents

DUKE REALTY LIMITED PARTNERSHIP AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the three months ended March 31, 2009

(in thousands, except per unit data)

(Unaudited)



|                                                 |                 |                    |           |                              |                          |   |                                     |             |  |                      |        |   |  |   |        |   |  |   |           |   |  |   |       |   |  |   |           |  
|------------------------------------------------ | --------------- | ------------------ | --------- | ---------------------------- | ------------------------ | - | ----------------------------------- | ----------- |  | -------------------- | ------ | - |  | - | ------ | - |  | - | --------- | - |  | - | ----- | - |  | - | --------- | -
|                                                 |                 | Common Unitholders |           |                              | Non-ControllingInterests |   |                                     | TotalEquity | 
|                                                 | General Partner |                    |           | LimitedPartnersCommonEquity |                          |   | AccumulatedOtherComprehensiveIncome |             |  | TotalPartnersEquity |        |   | 
|                                                 | CommonEquity    |                    |           | PreferredEquity              |                          |   |                                     |             |  |                     
|Balance at December 31, 2008 (Revised)           |                 | $                  | 1,840,002 |                              |                          | $ | 1,016,625                           |             |  | $                    | 47,835 |   |  | $ | (8,652 | ) |  | $ | 2,895,810 |   |  | $ | 3,948 |   |  | $ | 2,899,758 |  
|Comprehensive income:                            |                 |                    |           |                              |                          |   |                                     |             |  |                      |        |   |  |   |        |   |  |   |           |   |  |   |       |   |  |   |           |  
|Net income (loss)                                |                 |                    | 23,247    |                              |                          |   | 18,363                              |             |  |                      | 1,060  |   |  |   |       |   |  |   | 42,670    |   |  |   | (83   | ) |  |   | 42,587    |  
|Derivative instrument activity                   |                 |                    |          |                              |                          |   |                                    |             |  |                      |       |   |  |   | 616    |   |  |   | 616       |   |  |   |      |   |  |   | 616       |  
|                                                 |                 |                    |           |                              |                          |   |                                     |             |  |                      |        |   |  |   |        |   |  |   |           |   |  |   |       |   |  |   |           |  
|Comprehensive income                             |                 |                    |           |                              |                          |   |                                     |             |  |                      |        |   |  |   |        |   |  | $ | 43,286    |   |  |   |       |   |  | $ | 43,203    |  
|Conversion of Limited Partner                    |                 |                    |           |                              |                          |   |                                     |             |  |                      |        |   |  |   |        |   |  |   |           |   |  |   |       |   |  |   |           |  
|Units to common shares of the General Partner    |                 |                    | 85        |                              |                          |   |                                    |             |  |                      | (85    | ) |  |   |       |   |  |   |          |   |  |   |      |   |  |   |          |  
|Stock based compensation plan activity           |                 |                    | 2,549     |                              |                          |   |                                    |             |  |                      |       |   |  |   |       |   |  |   | 2,549     |   |  |   |      |   |  |   | 2,549     |  
|Distributions to Preferred Unitholders           |                 |                    |          |                              |                          |   | (18,363                             | )           |  |                      |       |   |  |   |       |   |  |   | (18,363   | ) |  |   |      |   |  |   | (18,363   | )
|Distributions to Partners ($.25 per Common Unit) |                 |                    | (37,134   | )                            |                          |   |                                    |             |  |                      | (1,572 | ) |  |   |       |   |  |   | (38,706   | ) |  |   |      |   |  |   | (38,706   | )
|Contributions from noncontrolling interests, net |                 |                    |          |                              |                          |   |                                    |             |  |                      |       |   |  |   |       |   |  |   |          |   |  |   | 3,443 |   |  |   | 3,443     |  
|                                                 |                 |                    |           |                              |                          |   |                                     |             |  |                      |        |   |  |   |        |   |  |   |           |   |  |   |       |   |  |   |           |  
|Balance at March 31, 2009                        |                 | $                  | 1,828,749 |                              |                          | $ | 1,016,625                           |             |  | $                    | 47,238 |   |  | $ | (8,036 | ) |  | $ | 2,884,576 |   |  | $ | 7,308 |   |  | $ | 2,891,884 |  
|                                                 |                 |                    |           |                              |                          |   |                                     |             |  |                      |        |   |  |   |        |   |  |   |           |   |  |   |       |   |  |   |           |  
|Common Units outstanding at March 31, 2009       |                 |                    | 148,547   |                              |                          |   |                                     |             |  |                      | 6,763  |   |  |   |        |   |  |   | 155,310   |   |  |   |       |   |  |   |           |  
|                                                 |                 |                    |           |                              |                          |   |                                     |             |  |                      |        |   |  |   |        |   |  |   |           |   |  |   |       |   |  |   |           |  

See accompanying Notes to Consolidated Financial Statements



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DUKE REALTY LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|1. | General Basis of Presentation
|-- | -----------------------------

The interim
consolidated financial statements included herein have been prepared by Duke Realty Limited Partnership (the Partnership) without audit. The 2008 year-end consolidated balance sheet data included in this Quarterly Report on Form 10-Q
(this Report) was derived from the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2008, and has been revised as the result of the adoption of new accounting principles (see Note 2),
but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). The financial statements have been prepared in accordance with GAAP for interim financial information and
in accordance with Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934, as amended. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities
and revenue and expenses during the reporting period. Our actual results could differ from those estimates and assumptions. These financial statements should be read in conjunction with Managements Discussion and Analysis of Financial
Condition and Results of Operations included herein and the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008.

The Partnership was formed on October 4, 1993, when Duke Realty Corporation (the General Partner) contributed all of its properties and
related assets and liabilities, together with the net proceeds from an offering of additional shares of its common stock, to the Partnership. Simultaneously, the Partnership completed the acquisition of Duke Associates, a full-service commercial
real estate firm operating in the Midwest. The General Partner was formed in 1985 and we believe it qualifies as a real estate investment trust (REIT) under the provisions of the Internal Revenue Code of 1986, as amended. The General
Partner is the sole general partner of the Partnership, owning 95.7% of the common Partnership interest as of March 31, 2009 (General Partner Units). The remaining 4.3% of the Partnerships common interest is owned by limited
partners (Limited Partner Units and, together with the General Partner Units, the Common Units). The Limited Partner Units are exchangeable for shares of the General Partners common stock on a one-for-one basis subject
generally to a one-year holding period, or under certain circumstances, the General Partner may, at its sole option, repurchase the Limited Partner Units for cash. The holders of the Limited Partner Units do not have the ability to compel the
Partnership or the General Partner to pay the value of the Limited Partner Units in cash. The General Partner also owns preferred partnership interests in the Partnership (Preferred Units).

We own and operate a portfolio primarily consisting of industrial and office properties and provide real estate services to third-party owners. We conduct
our Service Operations (see Note 7) through Duke Realty Services LLC, Duke Realty Services Limited Partnership and Duke Construction Limited Partnership. The consolidated financial statements include our accounts and the accounts of our
majority-owned or controlled subsidiaries. In this Report, unless the context indicates otherwise, the terms we, us and our refer to the Partnership and those entities owned or controlled by the Partnership.



|2. | Adoption of New Accounting Pronouncements
|-- | -----------------------------------------

Statement of Financial Accounting Standard No. 157 and related literature

Based on the guidance provided by Financial
Accounting Standards Board (FASB) Staff Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157(FSP No. 157-2), we only implemented the guidance promulgated under Statement of
Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements



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(SFAS 157), as of January 1, 2008, for financial instruments. SFAS 157 was adopted on January 1, 2009 for nonfinancial
long-lived asset groups that may be 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. FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, which is effective for us
on April 1, 2009, provides additional criteria to enable a determination to be made as to whether or not a market is active. If markets are determined to be inactive, then an analysis is required as to whether an individual market transaction
is not indicative of fair value, potentially requiring fair value to be estimated utilizing inputs other than market transactions.

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. Our 3.75% Exchangeable
Senior Notes (Exchangeable Notes), issued in November 2006, have an exchange rate of 20.02 common shares per $1,000 principal amount of the notes, representing an exchange price of $49.94 per share of the General Partners 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. 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 (in
thousands):



|                                |  |                     |           |         |   |           |  |   |         |  
|------------------------------- |  | ------------------- | --------- | ------- | - | --------- |  | - | ------- | -
|                                |  | Previously Reported |           | Revised |   | Change    | 
|Unsecured notes                 |  | $                   | 3,307,468 |         | $ | 3,285,980 |  | $ | (21,488 | )
|                                |  |                     |          
|General Partner Common Equity   |  | $                   | 1,817,741 |         | $ | 1,840,002 |  | $ | 22,261  |  
|                                |  |                     |          
|Limited Partners Common Equity |  | $                   | 48,608    |         | $ | 47,835    |  | $ | (773    | )

At March 31, 2009, the Exchangeable Notes had $452.2 million of principal outstanding, an
unamortized discount of $15.6 million and a net carrying amount of $436.6 million. The carrying amount of the equity component was $34.7 million at March 31, 2009. 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 (in thousands) for the periods ended March 31, 2009 and 2008 is summarized as follows:



|                                                   |  |      |       |      |   |      
|-------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                   |  | 2009 |       | 2008
|Interest expense, excluding effect of FSP APB 14-1 |  | $    | 4,907 |      | $ | 5,391
|                                                   |  |     
|Effect of FSP ABP 14-1                             |  |      | 1,619 |      |   | 1,597
|                                                   |  |      |       |      |   |      
|                                                   |  |     
|Total interest expense on Exchangeable Notes       |  | $    | 6,526 |      | $ | 6,988
|                                                   |  |      |       |      |   |      

SFAS No. 141(R)

On January 1, 2009 we adopted SFAS No. 141R, Business Combinations (SFAS 141R). 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



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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. There were no acquisitions during the three-month period ended
March 31, 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). 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 a decrease of $293,000 to previously reported net income
for the three-month period ended March 31, 2008.

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 Unit. 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.



|3. | Reclassifications
|-- | -----------------

Certain amounts in the
accompanying consolidated financial statements for 2008 have been reclassified to conform to the 2009 consolidated financial statement presentation.



|4. | Indebtedness
|-- | ------------

Our unsecured lines of credit as of
March 31, 2009 are described as follows (in thousands):



|                                                   |  |                   |           |               |              |                                      |   |        
|-------------------------------------------------- |  | ----------------- | --------- | ------------- | ------------ | ------------------------------------ | - | -------
|Description                                        |  | BorrowingCapacity |           | Maturity Date |              | Outstanding Balanceat March 31, 2009
|Unsecured Line of Credit - Partnership             |  | $                 | 1,300,000 |               | January 2010 |                                      | $ | 660,000
|Unsecured Line of Credit - Consolidated Subsidiary |  | $                 | 30,000    |               | July 2011    |                                      | $ | 13,926 

We use the Partnerships 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 Partnerships unsecured line of credit as of March 31, 2009 was LIBOR plus .65% (ranging from 1.17% to 1.22% as of March 31, 2009). We may, at our sole
discretion, exercise an option to extend the maturity date of the Partnerships line of credit to January 2011. This line of credit also contains various 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-asset value (with asset value being defined in the Partnerships line of credit agreement). As of March 31, 2009, we were
in compliance with all covenants under this line of credit.



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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 1.371% for outstanding borrowings as of March 31, 2009). 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.

In February 2009, we repaid $124.0 million of 6.83% corporate unsecured debt at its scheduled maturity date. Also, during
the three-month period ended March 31, 2009, we repurchased portions of various series of senior unsecured notes, on the open market, having a total face value of $169.5 million for $130.5 million. We recognized a gain of $33.1 million on the
repurchases, after writing off applicable issuance costs.

In February and March 2009, we received net proceeds of $156.0 million from
10-year secured debt financings that are secured by 22 existing rental properties. The secured debt bears interest at a weighted average rate of 7.6% and matures in 2019.



|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 three months ended March 31, 2009 and 2008, respectively, we earned management fees of $2.1 million and
$1.6 million, leasing fees of $331,000 and $657,000 and construction and development fees of $2.6 million and $2.8 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 percentage of these fees in the consolidated financial statements.



|6. | Net Income Per Common Unit
|-- | --------------------------

Basic net income per
Common Unit is computed by dividing net income attributable to common unitholders, less distributions on share-based awards expected to vest, by the weighted average number of Common Units outstanding for the period. Diluted net income per Common
Unit is computed by dividing basic net income attributable to common unitholders by the sum of the weighted average number of Common Units outstanding and any potential dilutive securities for the period.

The following table reconciles the components of basic and diluted net income per Common Unit for the three months ended March 31, 2009 and 2008,
respectively (in thousands):



|                                                                          |  |                              |         |   |      |   |         |  
|------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                          |  | Three Months Ended March 31, |        
|                                                                          |  | 2009                         |         |   | 2008 |  
|Net income attributable to common unitholders                             |  | $                            | 24,307  |   |      | $ | 2,712   |  
|Less: Distributions on share-based awards expected to vest                |  |                              | (515    | ) |      |   | (330    | )
|                                                                          |  |                              |         |   |      |   |         |  
|Basic and diluted net income attributable to common unitholders           |  | $                            | 23,792  |   |      | $ | 2,382   |  
|                                                                          |  |                              |         |   |      |   |         |  
|                                                                          |  |                             
|Weighted average number of Common Units outstanding                       |  |                              | 155,254 |   |      |   | 154,189 |  
|Dilutive potential units (1)                                              |  |                              | 493     |   |      |   | 407     |  
|                                                                          |  |                              |         |   |      |   |         |  
|Weighted average number of Common Units and potential dilutive securities |  |                              | 155,747 |   |      |   | 154,596 |  
|                                                                          |  |                              |         |   |      |   |         |  



|(1) | Excludes (in thousands of units) 7,259 and 6,575 of anti-dilutive potential units from outstanding stock option awards for the three month periods ended March 31, 2009 and
2008, respectively. Also excludes the Exchangeable Notes that have 9,053 and 11,754 anti-dilutive potential units for the three month periods ended March 31, 2009 and 2008.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|7. | 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 (defined below) 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.

Gains on sale of properties developed or acquired with the intent
to sell (Build-for-Sale property) are classified as part of the income of the Service Operations business segment. The periods of operation for Build-for-Sale properties prior to sale are of short duration.

Other revenue consists of other operating revenues not identified with one of our operating segments. 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 segment
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 like our General Partner. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts
(NAREIT). 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.

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 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 net income (which remains the primary measure of performance), improves the understanding of
operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that, by excluding gains or losses related to sales of previously depreciated real estate assets and excluding
real estate asset depreciation and amortization, investors and analysts are able to readily identify the operating results of the long-term assets that form the core of a REITs activity and assist in comparing these operating results between
periods or as compared to different companies.



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The following table shows (i) the revenues for each of the reportable segments and (ii) a
reconciliation of net income attributable to common unitholders to the calculation of FFO for the three months ended March 31, 2009 and 2008, respectively (in thousands):



|                                                                    |  |                              |         |   |      |   |         |  
|------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                    |  | Three Months Ended March 31, |        
|                                                                    |  | 2009                         |         |   | 2008 |  
|Revenues                                                            |  |                              |         |   |      |   |         |  
|Rental Operations:                                                  |  |                              |         |   |      |   |         |  
|Office                                                              |  | $                            | 143,326 |   |      | $ | 140,014 |  
|Industrial                                                          |  |                              | 65,178  |   |      |   | 61,052  |  
|Non-reportable Rental Operations segments                           |  |                              | 8,897   |   |      |   | 6,229   |  
|Service Operations                                                  |  |                              | 16,946  |   |      |   | 14,551  |  
|                                                                    |  |                              |         |   |      |   |         |  
|Total Segment Revenues                                              |  |                              | 234,347 |   |      |   | 221,846 |  
|Other Revenue                                                       |  |                              | 3,550   |   |      |   | 4,693   |  
|                                                                    |  |                              |         |   |      |   |         |  
|Consolidated Revenue from continuing operations                     |  |                              | 237,897 |   |      |   | 226,539 |  
|Discontinued Operations                                             |  |                              | 1,854   |   |      |   | 9,469   |  
|                                                                    |  |                              |         |   |      |   |         |  
|Consolidated Revenue                                                |  | $                            | 239,751 |   |      | $ | 236,008 |  
|                                                                    |  |                              |         |   |      |   |         |  
|Funds From Operations                                               |  |                              |         |   |      |   |         |  
|Rental Operations:                                                  |  |                              |         |   |      |   |         |  
|Office                                                              |  | $                            | 81,246  |   |      | $ | 83,112  |  
|Industrial                                                          |  |                              | 47,989  |   |      |   | 45,190  |  
|Non-reportable Rental Operations segments                           |  |                              | 5,503   |   |      |   | 3,683   |  
|Service Operations                                                  |  |                              | 8,348   |   |      |   | 4,413   |  
|                                                                    |  |                              |         |   |      |   |         |  
|                                                                    |  |                              | 143,086 |   |      |   | 136,398 |  
|Non-Segment Items:                                                  |  |                              |         |   |      |   |         |  
|Interest expense                                                    |  |                              | (52,068 | ) |      |   | (48,101 | )
|Impairment charges                                                  |  |                              | (338    | ) |      |   | (808    | )
|Interest and other income                                           |  |                              | 123     |   |      |   | 1,559   |  
|General and administrative expenses                                 |  |                              | (9,880  | ) |      |   | (12,163 | )
|Gain on land sales                                                  |  |                              | 357     |   |      |   | 629     |  
|Undeveloped land carrying costs                                     |  |                              | (2,365  | ) |      |   | (2,149  | )
|Gain on extinguishment of debt                                      |  |                              | 33,062  |   |      |   |        |  
|Other non-segment income (expense)                                  |  |                              | 2,767   |   |      |   | 4,153   |  
|Net income attributable to noncontrolling interests                 |  |                              | 83      |   |      |   | 293     |  
|Joint venture items                                                 |  |                              | 13,745  |   |      |   | 16,967  |  
|Distributions on Preferred Units                                    |  |                              | (18,363 | ) |      |   | (15,306 | )
|Discontinued operations                                             |  |                              | 405     |   |      |   | 6,119   |  
|                                                                    |  |                              |         |   |      |   |         |  
|Consolidated basic FFO attributable to common unitholders           |  | $                            | 110,614 |   |      | $ | 87,591  |  
|                                                                    |  |                              |         |   |      |   |         |  
|Depreciation and amortization on continuing operations              |  |                              | (80,016 | ) |      |   | (75,707 | )
|Depreciation and amortization on discontinued operations            |  |                              | (192    | ) |      |   | (3,414  | )
|Partnerships share of joint venture adjustments                    |  |                              | (11,218 | ) |      |   | (6,887  | )
|Earnings from depreciated property sales on discontinued operations |  |                              | 5,119   |   |      |   | 1,110   |  
|Earnings from depreciated property sales- share of joint venture    |  |                              |        |   |      |   | 19      |  
|                                                                    |  |                              |         |   |      |   |         |  
|Net income attributable to common unitholders                       |  | $                            | 24,307  |   |      | $ | 2,712   |  
|                                                                    |  |                              |         |   |      |   |         |  



|8. | Discontinued Operations
|-- | -----------------------

The operations of ten
buildings are currently classified as discontinued operations for the three-month periods ended March 31, 2009 and March 31, 2008. These ten buildings consist of four industrial and six office properties. Of these properties, two were sold
during the first three months of 2009 and eight were sold during 2008.



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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 the operations of the buildings reflected in
discontinued operations for the three months ended March 31, 2009 and 2008, respectively (in thousands):



|                                                          |  |                              |       |   |      |   |        |  
|--------------------------------------------------------- |  | ---------------------------- | ----- | - | ---- | - | ------ | -
|                                                          |  | Three Months Ended March 31, |      
|                                                          |  | 2009                         |       |   | 2008 |  
|Revenues                                                  |  | $                            | 1,854 |   |      | $ | 9,469  |  
|Operating expenses                                        |  |                              | 873   |   |      |   | 2,013  |  
|Depreciation and amortization                             |  |                              | 192   |   |      |   | 3,414  |  
|                                                          |  |                              |       |   |      |   |        |  
|Operating income                                          |  |                              | 789   |   |      |   | 4,042  |  
|Interest expense                                          |  |                              | (576  | ) |      |   | (1,337 | )
|                                                          |  |                              |       |   |      |   |        |  
|Income from discontinued operations, before gain on sales |  |                              | 213   |   |      |   | 2,705  |  
|Gain on sale of depreciable properties                    |  |                              | 5,119 |   |      |   | 1,110  |  
|                                                          |  |                              |       |   |      |   |        |  
|Income from discontinued operations                       |  | $                            | 5,332 |   |      | $ | 3,815  |  
|                                                          |  |                              |       |   |      |   |        |  



|9. | Subsequent Events
|-- | -----------------

Declaration of Distributions:

The General Partners board of directors declared the following distributions at its regularly scheduled board meeting held on
April 29, 2009:



|                                 |  |                       |          |             |               |              |              
|-------------------------------- |  | --------------------- | -------- | ----------- | ------------- | ------------ | -------------
|Class                            |  | QuarterlyAmount/Share |          | Record Date |               | Payment Date
|Common                           |  | $                     | 0.17     |             | May 14, 2009  |              | May 29, 2009 
|Preferred (per depositary unit): |  |                       |          |             |               |              |              
|Series J                         |  | $                     | 0.414063 |             | May 15, 2009  |              | May 29, 2009 
|Series K                         |  | $                     | 0.406250 |             | May 15, 2009  |              | May 29, 2009 
|Series L                         |  | $                     | 0.412500 |             | May 15, 2009  |              | May 29, 2009 
|Series M                         |  | $                     | 0.434375 |             | June 16, 2009 |              | June 30, 2009
|Series N                         |  | $                     | 0.453125 |             | June 16, 2009 |              | June 30, 2009
|Series O                         |  | $                     | 0.523438 |             | June 16, 2009 |              | June 30, 2009

In April 2009, the General Partner issued 75.2 million shares of its common stock for net
proceeds of $551.9 million. The proceeds from this offering were contributed to us by the General Partner in exchange for an additional interest in the Partnership and then used to repay outstanding borrowings under the Partnerships unsecured
line of credit and for other general corporate purposes.



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Cautionary Notice Regarding Forward-Looking Statements

Certain statements contained in or incorporated by
reference into this Report, including, without limitation, those related to our future operations, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The words believe, estimate, expect, anticipate, intend, plan, seek, may, and
similar expressions or statements regarding future periods are intended to identify forward-looking statements.

These forward-looking statements involve
known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that
we express or imply in this Report. Some of the risks, uncertainties and other important factors that may affect future results include, among others:



| |  |  | Changes in general economic and business conditions, including, without limitation, the impact of the current credit crisis and economic down-turn, which are having
and may continue to have a negative effect on the fundamentals of our business, the financial condition of our tenants and our lenders, and the value of our real estate assets;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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, if at all, through the issuance of debt and equity in the capital markets, which may negatively affect
both our ability to refinance our existing debt as well as our future interest expense;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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, if at all, 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).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although we
presently believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently subjective, uncertain and subject to change, as they involve
substantial risks and uncertainties beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we
caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise
may be required by law.



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##### Table of Contents

This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not
intended to be exhaustive. Additional information regarding risk factors that may affect us is included under the caption Risk Factors in Part II, Item 1A of this Report, and in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, which we filed with the SEC on March 6, 2009. The risk factors contained in our Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q and other public filings.

Business Overview

We are a limited partnership formed under
the laws of the State of Indiana in 1993. We own and operate a portfolio primarily consisting of industrial and office properties and provide real estate services to third-party owners. We conduct our Service Operations through Duke Realty Services,
LLC, Duke Realty Services Limited Partnership and Duke Construction Limited Partnership. A more complete description of our business, and of managements philosophy and priorities, is included in our Annual Report on Form 10-K.

As of March 31, 2009 we:



| |  |  | Owned or jointly controlled 764 industrial, office, healthcare and other properties (including 22 properties comprising approximately 4.0 million square feet
under development), consisting of more than 134.8 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 other properties.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We provide the following services for our properties and for certain properties owned by third
parties and joint ventures:



| |  |  | Property leasing;
| | - |  | -----------------



| |  |  | Property management;
| | - |  | --------------------



| |  |  | Asset management;
| | - |  | -----------------



| |  |  | Construction;
| | - |  | -------------



| |  |  | Development; and
| | - |  | ----------------



| |  |  | Other tenant-related services.
| | - |  | ------------------------------

We have historically
developed or acquired properties with the intent to sell (hereafter referred to as Build-for-Sale properties). Build-for-Sale properties were generally identified as such prior to construction commencement and were sold within a
relatively short time after being placed in service. While we will still dispose of properties, we anticipate that development and sales of Build-for-Sale properties will represent a less significant component of our operations for the foreseeable
future.

Key Performance Indicators

Our
operating results depend primarily upon rental income from our industrial, office, healthcare and retail properties (collectively referred to as Rental Operations). The following discussion highlights the areas of Rental Operations that
we consider critical for future revenues.

Occupancy Analysis: Our ability to maintain high occupancy rates is a principal driver of
maintaining and increasing rental revenue from continuing operations. The following table sets forth occupancy information regarding our in-service portfolio of consolidated rental properties as of March 31, 2009 and 2008, respectively (in
thousands, except percentage data):



|           |  |                  |  |                             |  |       |                  |  |       |   |  |      |   |  |      |  
|---------- |  | ---------------- |  | --------------------------- |  | ----- | ---------------- |  | ----- | - |  | ---- | - |  | ---- | -
|           |  | TotalSquare Feet |  | Percent ofTotal Square Feet |  |       | Percent Occupied | 
|Type       |  | 2009             |  | 2008                        |  | 2009  |                  |  | 2008  |   |  | 2009 |   |  | 2008 |  
|Industrial |  | 56,529           |  | 52,333                      |  | 62.9  | %                |  | 61.6  | % |  | 87.6 | % |  | 87.6 | %
|Office     |  | 31,673           |  | 31,046                      |  | 35.3  | %                |  | 36.6  | % |  | 86.3 | % |  | 87.7 | %
|Other      |  | 1,629            |  | 1,529                       |  | 1.8   | %                |  | 1.8   | % |  | 89.0 | % |  | 88.5 | %
|           |  |                  |  |                             |  |       |                  |  |       |   |  |      |   |  |      |  
|Total      |  | 89,831           |  | 84,908                      |  | 100.0 | %                |  | 100.0 | % |  | 87.2 | % |  | 87.6 | %
|           |  |                  |  |                             |  |       |                  |  |       |   |  |      |   |  |      |  



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##### Table of Contents

Lease Expiration and Renewals: Our ability to maintain and improve occupancy rates primarily depends upon
our continuing ability to re-lease expiring space. The following table reflects our consolidated in-service portfolio lease expiration schedule by property type as of March 31, 2009. The table indicates square footage and annualized net
effective rents (based on March 2009 rental revenue) under expiring leases (in thousands, except percentage data):



|                            |            |                 |   |                  |            |             |                 |     |            |  |        |                  |  |            |         |  |                  |   |            |   |         |                  |       |   |  |   |       
|--------------------------- | ---------- | --------------- | - | ---------------- | ---------- | ----------- | --------------- | --- | ---------- |  | ------ | ---------------- |  | ---------- | ------- |  | ---------------- | - | ---------- | - | ------- | ---------------- | ----- | - |  | - | ------
|Year of Expiration          |            | Total Portfolio |   |                  | Industrial |             | Suburban Office |     | Other     
|                            | SquareFeet |                 |   | Ann. RentRevenue |            | % ofRevenue |                 |     | SquareFeet |  |        | Ann. RentRevenue |  | SquareFeet |         |  | Ann. RentRevenue |   | SquareFeet |   |         | Ann. RentRevenue
|Remainder of 2009           |            | 4,385           |   |                  | $          | 36,307      |                 | 5   | %          |  | 2,363  |                  |  | $          | 10,537  |  | 1,970            |   |            | $ | 25,296  |                  | 52    |   |  | $ | 474   
|2010                        |            | 8,725           |   |                  |            | 66,274      |                 | 11  | %          |  | 5,441  |                  |  |            | 23,978  |  | 3,271            |   |            |   | 42,109  |                  | 13    |   |  |   | 187   
|2011                        |            | 10,119          |   |                  |            | 71,511      |                 | 12  | %          |  | 6,769  |                  |  |            | 27,656  |  | 3,280            |   |            |   | 42,681  |                  | 70    |   |  |   | 1,174 
|2012                        |            | 8,743           |   |                  |            | 63,956      |                 | 10  | %          |  | 5,464  |                  |  |            | 21,513  |  | 3,229            |   |            |   | 41,684  |                  | 50    |   |  |   | 759   
|2013                        |            | 10,178          |   |                  |            | 90,127      |                 | 15  | %          |  | 5,480  |                  |  |            | 23,471  |  | 4,635            |   |            |   | 65,757  |                  | 63    |   |  |   | 899   
|2014                        |            | 9,057           |   |                  |            | 62,304      |                 | 10  | %          |  | 6,445  |                  |  |            | 24,358  |  | 2,574            |   |            |   | 37,290  |                  | 38    |   |  |   | 656   
|2015                        |            | 7,091           |   |                  |            | 44,707      |                 | 7   | %          |  | 5,527  |                  |  |            | 21,899  |  | 1,563            |   |            |   | 22,779  |                  | 1     |   |  |   | 29    
|2016                        |            | 4,019           |   |                  |            | 27,675      |                 | 5   | %          |  | 2,578  |                  |  |            | 8,668   |  | 1,229            |   |            |   | 16,528  |                  | 212   |   |  |   | 2,479 
|2017                        |            | 4,862           |   |                  |            | 37,062      |                 | 6   | %          |  | 3,081  |                  |  |            | 12,724  |  | 1,469            |   |            |   | 20,286  |                  | 312   |   |  |   | 4,052 
|2018                        |            | 3,271           |   |                  |            | 34,950      |                 | 6   | %          |  | 1,770  |                  |  |            | 9,174   |  | 1,163            |   |            |   | 18,587  |                  | 338   |   |  |   | 7,189 
|2019 and Thereafter         |            | 7,858           |   |                  |            | 76,527      |                 | 13  | %          |  | 4,620  |                  |  |            | 22,758  |  | 2,938            |   |            |   | 47,123  |                  | 300   |   |  |   | 6,646 
|                            |            |                 |   |                  |            |             |                 |     |            |  |        |                  |  |            |         |  |                  |   |            |   |         |                  |       |   |  |   |       
|Total Leased                |            | 78,308          |   |                  | $          | 611,400     |                 | 100 | %          |  | 49,538 |                  |  | $          | 206,736 |  | 27,321           |   |            | $ | 380,120 |                  | 1,449 |   |  | $ | 24,544
|                            |            |                 |   |                  |            |             |                 |     |            |  |        |                  |  |            |         |  |                  |   |            |   |         |                  |       |   |  |   |       
|Total Portfolio Square Feet |            | 89,831          |   |                  |            |             |                 |     |            |  | 56,529 |                  |  |            |         |  | 31,673           |   |            |   |         |                  | 1,629 |   |  |   |       
|                            |            |                 |   |                  |            |             |                 |     |            |  |        |                  |  |            |         |  |                  |   |            |   |         |                  |       |   |  |   |       
|Percent Occupied            |            | 87.2            | % |                  |            |             |                 |     |            |  | 87.6   | %                |  |            |         |  | 86.3             | % |            |   |         |                  | 89.0  | % |  |   |       
|                            |            |                 |   |                  |            |             |                 |     |            |  |        |                  |  |            |         |  |                  |   |            |   |         |                  |       |   |  |   |       

Within our consolidated properties we renewed 78.6% and 69.7% of our leases up for renewal in the three months
ended March 31, 2009 and 2008, totaling approximately 1.7 million and 1.3 million square feet, respectively. We attained 4% and 9% growth in average contractual rents on these renewals in the three months ended March 31, 2009 and
2008, respectively.

The average term of renewals increased from 3.3 years in the three months ended March 31, 2008 to 5.7 years in the three months
ended March 31, 2009.

Future Development:Another source of our earnings growth is our wholly owned and joint venture development
activities. We expect to generate future earnings through income upon sale of these development properties or from Rental Operations income as the development properties are placed in service and leased. Considering the continued downturn in the
economy, we have substantially reduced our level of development activities and are focused on the lease-up of recent projects.

We had 4.0 million
square feet of property under development with total estimated costs upon completion of $744.0 million at March 31, 2009 compared to 13.6 million square feet with total costs of $1.1 billion at March 31, 2008. The square footage and
estimated costs include both wholly owned and joint venture development activity at 100%.

The following table summarizes our properties under development
as of March 31, 2009 (in thousands, except percentage data):



|                         |  |            |  |               |   |  |                            |         |                      |   |                            |  |   |         |    
|------------------------ |  | ---------- |  | ------------- | - |  | -------------------------- | ------- | -------------------- | - | -------------------------- |  | - | ------- | ---
|Ownership Type           |  | SquareFeet |  | PercentLeased |   |  | TotalEstimatedProjectCosts |         | TotalIncurredto Date |   | AmountRemainingto be Spent | 
|Wholly owned properties  |  | 1,863      |  | 83            | % |  | $                          | 370,924 |                      | $ | 174,557                    |  | $ | 196,367 |    
|Joint venture properties |  | 2,153      |  | 12            | % |  |                            | 373,028 |                      |   | 214,602                    |  |   | 158,426 | (1)
|                         |  |            |  |               |   |  |                            |         |                      |   |                            |  |   |         |    
|Total                    |  | 4,016      |  | 45            | % |  | $                          | 743,952 |                      | $ | 389,159                    |  | $ | 354,793 |    
|                         |  |            |  |               |   |  |                            |         |                      |   |                            |  |   |         |    



|(1) | These costs will be primarily financed by remaining availability under inplace construction loan facilities.
|--- | -------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Acquisition and Disposition Activity:Gross sales proceeds related to the dispositions of wholly
owned held-for-rental properties were $55.1 million and $18.6 million for the three months ended March 31, 2009 and 2008, respectively.

We had no
dispositions of wholly-owned Build-for-Sale properties in the three months ended March 31, 2009 and 2008.

Our share of proceeds from sales of
properties within unconsolidated joint ventures, in which we have less than a 100% interest, totaled $25.5 million for the three months ended March 31, 2008. We had no such dispositions in the same period in 2009.

For the three months ended March 31, 2008, we acquired $27.3 million of income producing properties comprised of two industrial real estate properties in Savannah,
Georgia. We had no acquisitions of income producing properties in the same period in 2009, but we acquired $6.2 million of undeveloped land in the three months ended March 31, 2009, compared to $15.4 million in the same period in 2008.

Funds From Operations

Funds From Operations
(FFO) is used by industry analysts and investors as a supplemental operating performance measure of a REIT like our General Partner. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the
National Association of Real Estate Investment Trusts (NAREIT). 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 accounting principles generally accepted in the United States of America (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.

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

Management believes that the use of FFO, combined with net income (which remains the
primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that, by excluding gains or losses related to
sales of previously depreciated real estate assets and excluding real estate asset depreciation and amortization, investors and analysts are able to readily identify the operating results of the long-term assets that form the core of a REITs
activity and assist in comparing these operating results between periods or as compared to different companies.



- 16 -



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##### Table of Contents

The following table shows a reconciliation of net income attributable to common unitholders to the calculation of FFO for
the three months ended March 31, 2009 and 2008, respectively (in thousands):



|                                                                   |  |                              |         |   |      |   |        |  
|------------------------------------------------------------------ |  | ---------------------------- | ------- | - | ---- | - | ------ | -
|                                                                   |  | Three Months Ended March 31, |        
|                                                                   |  | 2009                         |         |   | 2008 |  
|Net income attributable to common unitholders                      |  | $                            | 24,307  |   |      | $ | 2,712  |  
|Adjustments:                                                       |  |                              |         |   |      |   |        |  
|Depreciation and amortization                                      |  |                              | 80,208  |   |      |   | 79,121 |  
|Partnerships share of joint venture depreciation and amortization |  |                              | 11,218  |   |      |   | 6,887  |  
|Earnings from depreciable property sales - wholly owned            |  |                              | (5,119  | ) |      |   | (1,110 | )
|Earnings from depreciable property sales - share of joint venture  |  |                              |        |   |      |   | (19    | )
|                                                                   |  |                              |         |   |      |   |        |  
|Funds From Operations attributable to common unitholders           |  | $                            | 110,614 |   |      | $ | 87,591 |  
|                                                                   |  |                              |         |   |      |   |        |  

Results of Operations

A summary of our operating results and property statistics for the three months ended March 31, 2009 and 2008, respectively, is as follows (in thousands, except number of properties and per unit data):



|                                                                |  |                              |         |      |   |         |  
|--------------------------------------------------------------- |  | ---------------------------- | ------- | ---- | - | ------- | -
|                                                                |  | Three Months Ended March 31, |        
|                                                                |  | 2009                         |         | 2008 |  
|Rental and Related Revenue                                      |  | $                            | 220,951 |      | $ | 211,988 |  
|Service Operations Revenue                                      |  |                              | 16,946  |      |   | 14,551  |  
|Earnings from Rental Operations                                 |  |                              | 60,016  |      |   | 70,530  |  
|Earnings from Service Operations                                |  |                              | 8,348   |      |   | 4,413   |  
|Operating income                                                |  |                              | 56,138  |      |   | 60,452  |  
|Net income attributable to common unitholders                   |  |                              | 24,307  |      |   | 2,712   |  
|Weighted average Common Units outstanding                       |  |                              | 155,254 |      |   | 154,189 |  
|Weighted average Common Units and potential dilutive securities |  |                              | 155,747 |      |   | 154,596 |  
|Basic income (loss) per Common Unit:                            |  |                              |         |      |   |         |  
|Continuing operations                                           |  | $                            | .12     |      | $ | (.01    | )
|Discontinued operations                                         |  | $                            | .03     |      | $ | .03     |  
|Diluted income (loss) per Common Unit:                          |  |                              |         |      |   |         |  
|Continuing operations                                           |  | $                            | .12     |      | $ | (.01    | )
|Discontinued operations                                         |  | $                            | .03     |      | $ | .03     |  
|Number of in-service consolidated properties at end of period   |  |                              | 538     |      |   | 521     |  
|In-service consolidated square footage at end of period         |  |                              | 89,831  |      |   | 84,908  |  
|Number of in-service joint venture properties at end of period  |  |                              | 204     |      |   | 198     |  
|In-service joint venture square footage at end of period        |  |                              | 40,943  |      |   | 35,439  |  

Comparison of Three Months Ended March 31, 2009 to Three Months Ended March 31, 2008

Rental and Related Revenue

Overall, rental
revenue from continuing operations increased from $212.0 million for the quarter ended March 31, 2008 to $221.0 million for the same period in 2009. The following table sets forth rental revenue from continuing operations by reportable segment
to our total reported rental revenue from continuing operations for the three months ended March 31, 2009 and 2008, respectively (in thousands):



|                        |  |      |         |      |   |        
|----------------------- |  | ---- | ------- | ---- | - | -------
|                        |  | 2009 |         | 2008
|Rental Revenue:         |  |      |         |      |   |        
|Office                  |  | $    | 143,326 |      | $ | 140,014
|Industrial              |  |      | 65,178  |      |   | 61,052 
|Non-reportable segments |  |      | 12,447  |      |   | 10,922 
|                        |  |      |         |      |   |        
|Total                   |  | $    | 220,951 |      | $ | 211,988
|                        |  |      |         |      |   |        



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##### Table of Contents

The following factors contributed to these results:



| |  |  | We acquired five properties and placed 38 developments in service from January 1, 2008 to March 31, 2009 that provided incremental revenues of $11.8
million in the first quarter of 2009, as compared to the same period in 2008.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Lease termination fees, to the extent they are included in rental revenue from continuing operations, decreased from $2.6 million in the first quarter of 2008 to
approximately $275,000 in the first quarter of 2009.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Rental Expenses and Real Estate Taxes

The following table sets forth rental expenses and real estate taxes by reportable segment to our total reported amounts in the statements of operations for the three
months ended March 31, 2009 and 2008, respectively (in thousands):



|                        |  |      |        |      |   |       
|----------------------- |  | ---- | ------ | ---- | - | ------
|                        |  | 2009 |        | 2008
|Rental Expenses:        |  |      |        |      |   |       
|Office                  |  | $    | 42,828 |      | $ | 39,915
|Industrial              |  |      | 8,315  |      |   | 8,153 
|Non-reportable segments |  |      | 3,127  |      |   | 2,298 
|                        |  |      |        |      |   |       
|Total                   |  | $    | 54,270 |      | $ | 50,366
|                        |  |      |        |      |   |       
|                        |  |     
|Real Estate Taxes:      |  |      |        |      |   |       
|Office                  |  | $    | 19,252 |      | $ | 16,987
|Industrial              |  |      | 8,874  |      |   | 7,709 
|Non-reportable segments |  |      | 1,050  |      |   | 788   
|                        |  |      |        |      |   |       
|Total                   |  | $    | 29,176 |      | $ | 25,484
|                        |  |      |        |      |   |       

Overall, rental expenses increased by $3.9 million in the first quarter of 2009, compared to the same period in
2008. The increase was primarily driven by $2.0 million of incremental costs associated with properties acquired and developments placed in service from January 1, 2008 to March 31, 2009.

Of the overall $3.7 million increase in real estate taxes in the first quarter of 2009, compared to the same period in 2008, $1.3 million was attributable to properties
acquired and developments placed in service from January 1, 2008 to March 31, 2009. The remaining increase was driven by increases in taxes on our existing properties.

Equity in Earnings of Unconsolidated Companies

Equity in earnings represents our ownership share of net income from
investments in unconsolidated companies that generally own and operate rental properties and develop properties for sale. These earnings decreased from $10.1 million in the three months ended March 31, 2008 to $2.5 million for the same period
in 2009. In the first quarter of 2008, our share of the gain on sale of a property from an unconsolidated subsidiary totaled $3.0 million, compared to no such sales in the three months ended March 31, 2009. In addition, two properties owned by
unconsolidated companies were removed from held-for-sale classification in the third quarter of 2008, resulting in a reduction in equity in earnings of $2.9 million for our share of depreciation expense in the first quarter of 2009.

Depreciation and Amortization

Depreciation and amortization expense
increased from $75.7 million during the first quarter of 2008 to $80.0 million for the same period in 2009 due to increases in our held-for-rental asset base from acquisitions and developments during 2008.



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Service Operations

Service Operations primarily consist of sales of Build-for-Sale properties and the leasing, management, construction and development services for joint venture properties and properties owned by third parties. These operations are heavily
influenced by the current state of the economy, as leasing and management fees are dependent upon occupancy while construction and development services rely on the expansion of business operations of third-party property owners. Earnings from
Service Operations increased from $4.4 million for the three months ended March 31, 2008 to $8.3 million for the three months ended March 31, 2009. The increase was primarily due to net general contractor revenue being lower than usual in
the first quarter of 2008 as a result of increases in our total cost estimates for two third-party fixed price construction contracts, which reduced the margins on the contracts.

General and Administrative Expense

General and administrative expenses decreased from $12.2 million for the three
months ended March 31, 2008 to $9.9 million for the same period in 2009. General and administrative expenses consist of two components. The first component is direct expenses that are not attributable to specific assets such as legal fees,
audit fees, marketing costs, investor relations expenses and other corporate overhead. The second component is the unallocated indirect costs determined to be unrelated to the operation of our owned properties and Service Operations. Those indirect
costs not allocated to these operations are charged to general and administrative expenses. The decrease in general and administrative expenses was due to a $9.2 million decrease in total indirect costs in the first quarter of 2009, as we continued
our focus on overhead reduction initiatives. This decrease was partially offset by an approximate $7.1 million decrease in overhead costs allocated to leasing and construction activity based on decreased volume in these areas.

Interest Expense

Interest expense increased from $48.1 million in
the first quarter of 2008 to $52.1 million in the first quarter of 2009. This increase is primarily the result of decreased capitalization of interest costs related to development projects that were completed and placed in service in 2008. In
addition, we carried an overall mix of higher interest rate unsecured notes through the first quarter of 2009. Partially offsetting these increases, we recognized interest savings on the LIBOR-based DRLP unsecured line of credit, as LIBOR rates were
lower in the three months ended March 31, 2009 than in the same period in 2008.

Gain on Extinguishment of Debt

During the first quarter of 2009, we repurchased certain of our outstanding series of unsecured notes scheduled to mature in 2009 through 2011. The majority of our debt
repurchases during the quarter consisted of our 3.75% Senior Exchangeable Unsecured Notes due November 2011 (the Exchangeable Notes). In total, we repurchased unsecured notes that had a face value of $169.5 million for $130.5 million,
recognizing a net gain on extinguishment of approximately $33.1 million after considering the write-off of unamortized deferred financing costs and discounts.

Discontinued Operations

The results of operations for properties sold during the year to unrelated parties or classified as held-for-sale
at the end of the period are required to be classified as discontinued operations. The property specific components of earnings that are classified as discontinued operations include rental revenues, rental expenses, real estate taxes, allocated
interest expense and depreciation expense, as well as the net gain or loss on the disposition of properties.



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The operations of ten buildings are classified as discontinued operations for the three months ended March 31, 2009
and March 31, 2008. These ten buildings consist of four industrial and six office properties. As a result, we classified net income, before gain on sales, of $213,000 and $2.7 million in discontinued operations for the three months ended
March 31, 2009 and 2008, respectively.

Of these properties, two were sold during the first quarter of 2009 and one was sold during the first quarter
of 2008. The gains on disposal of these properties of $5.1 million and $1.1 million for the three months ended March 31, 2009 and 2008, respectively, are also reported in discontinued operations.

Liquidity and Capital Resources

Sources of Liquidity

We expect to meet our short-term liquidity requirements over the next twelve months, including payments of distributions, as well as recurring capital
expenditures needed to maintain our current real estate assets, primarily through working capital, net cash provided by operating activities, proceeds received from real estate dispositions and proceeds from secured debt financings.

We expect to meet long-term liquidity requirements, such as scheduled mortgage and unsecured debt maturities, property acquisitions, financing of development activities
and other non-recurring capital improvements, primarily through the following sources:



| |  |  | undistributed cash provided by operating activities;
| | - |  | ----------------------------------------------------



| |  |  | issuance of additional equity, including General Partner common and preferred shares;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | issuance of additional secured and unsecured debt;
| | - |  | --------------------------------------------------



| |  |  | proceeds received from real estate dispositions; and
| | - |  | ----------------------------------------------------



| |  |  | transactions with unconsolidated entities.
| | - |  | ------------------------------------------

We are
constantly monitoring the state of the capital markets and actively managing our capital needs, such as development expenditures and commitments. We will continue to utilize the Partnerships $1.3 billion unsecured revolving line of credit to
complete development projects currently under construction. We have substantially reduced our level of new development activity and are focused on the completion and lease-up of under construction and recently completed projects. We anticipate using
multiple sources of capital, including secured debt financings in the near future, to meet our long-term capital needs.

In April 2009, the General Partner
received $551.9 million of net proceeds from the issuance of approximately 72.5 million shares of its common stock. The proceeds from the offering were contributed to us by the General Partner in exchange for an additional interest in the
Partnership and then used to repay outstanding borrowings under the Partnerships $1.3 billion unsecured revolving line of credit as well as for general corporate purposes.

Rental Operations

We believe our principal source of liquidity, cash flows from Rental Operations, provides a
stable source of cash to fund operational expenses. We believe that this cash-based revenue stream is substantially aligned with revenue recognition (except for periodic straight-line rental income accruals and amortization of above or below market
rents) as cash receipts from the leasing of rental properties are generally received in advance of or a short time following the actual revenue recognition.

We are subject to a number of risks as a result of the current economic downturn, including reduced occupancy, tenant defaults and bankruptcies, and potential reduction in rental rates upon renewal or re-letting of properties, each of which
would result in reduced cash flow from operations. These risks may be heightened as a result of the current economic conditions. In the first quarter of 2009, we recognized $3.5



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million of expense related to reserving doubtful receivables compared to $1.1 million in the first quarter of 2008. However, we believe that these risks may
be mitigated, to some extent, by our relatively strong market presence in most of our markets and the fact that we perform in-house credit reviews and analyses on major tenants and all significant leases before they are executed.

Secured Debt Financing

We intend to use a portion of our 452
in-service unencumbered properties as of March 31, 2009 as a source of collateral for future secured financings. We are currently in various stages of negotiation with multiple lenders for additional secured debt financings. We expect secured
debt to be a significant component, relative to other sources, of the additional liquidity we generate in the near term.

Unsecured Debt and Equity
Securities

We use the Partnerships unsecured line of credit to fund development activities, acquire additional rental properties and provide
working capital.

The indentures (and related supplemental indentures) governing our outstanding series of unsecured notes require us to comply with
financial ratios and other covenants regarding our operations. We were in compliance with all such covenants, as well as applicable covenants under our unsecured line of credit, as of March 31, 2009.

At March 31, 2009 we and the General Partner had on file with the SEC an automatic shelf registration statement on Form S-3, relating to the offer and sale, from
time to time, of an indeterminate amount of debt and equity securities, as well as guarantees of our debt securities by the General Partner. Equity securities are offered and sold by the General Partner and the net proceeds of such offerings are
contributed to us in exchange for additional General Partner Units or Preferred Units. From time to time, we and the General Partner expect to issue additional securities under this automatic shelf registration statement to fund the repayment of the
Partnerships unsecured line of credit and other long-term debt upon maturity.

Sale of Real Estate Assets

We pursue opportunities to sell non-strategic real estate assets in order to generate additional liquidity. Our ability to dispose of such properties is dependent on the
availability of credit to potential buyers. In light of recent market and economic conditions, including, without limitation, the availability and cost of credit, the U.S. mortgage market and declining equity and real estate markets, we may be
unable to dispose of such properties quickly, if at all, or on favorable terms.

Transactions with Unconsolidated Entities

Transactions with unconsolidated partnerships and joint ventures also provide a source of liquidity. From time to time we will sell properties to an unconsolidated
entity, while retaining a continuing interest in that entity, and receive proceeds commensurate to the interest that we do not own. Additionally, unconsolidated entities will from time to time obtain debt financing and will distribute to us, and our
partners, all or a portion of the proceeds.

Uses of Liquidity

Our principal uses of liquidity include the following:



| |  |  | property investment;
| | - |  | --------------------



| |  |  | recurring leasing/capital costs;
| | - |  | --------------------------------



| |  |  | distributions to unitholders;
| | - |  | -----------------------------



| |  |  | long-term debt maturities;
| | - |  | --------------------------



| |  |  | opportunistic repurchases of outstanding debt; and
| | - |  | --------------------------------------------------



| |  |  | other contractual obligations.
| | - |  | ------------------------------



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##### Table of Contents

Property Investment

We evaluate development and acquisition opportunities based upon market outlook, supply and long-term growth potential. Our ability to make future property investments is dependent upon our continued access to our longer-term sources of
liquidity including the issuances of debt or equity securities as well as disposing of selected properties. In light of current economic conditions, management continues to evaluate our investment priorities and to limit new development
expenditures.

Recurring Expenditures

One of
the principal uses of our liquidity is to fund the recurring leasing/capital expenditures of our real estate investments. The following is a summary of our recurring capital expenditures for the three months ended March 31, 2009 and 2008,
respectively (in thousands):



|                              |  |      |        |      |   |       
|----------------------------- |  | ---- | ------ | ---- | - | ------
|                              |  | 2009 |        | 2008
|Recurring tenant improvements |  | $    | 6,506  |      | $ | 10,803
|Recurring leasing costs       |  |      | 8,492  |      |   | 6,098 
|Building improvements         |  |      | 1,210  |      |   | 967   
|                              |  |      |        |      |   |       
|Totals                        |  | $    | 16,208 |      | $ | 17,868
|                              |  |      |        |      |   |       

Distribution Requirements

The General Partner is required to meet the distribution requirements of the Internal Revenue Code of 1986, as amended (the Code), in order to maintain its REIT status. Because depreciation is a non-cash
expense, cash flow will typically be greater than operating income. We paid distributions of $0.25 per Common Unit in the first quarter of 2009, and the General Partners board of directors declared distributions of $0.17 per unit, after
considering the additional issuance of equity in April 2009, for the second quarter of 2009. Our future distributions will be declared at the discretion of the General Partners board of directors and will be subject to our future capital needs
and availability.

At March 31, 2009, the General Partner had six series of preferred shares outstanding. The annual distribution rates on the General
Partners preferred shares range between 6.5% and 8.375% and are paid in arrears quarterly.

Debt Maturities

Debt outstanding at March 31, 2009 totaled $4.3 billion with a weighted average interest rate of 5.29% maturing at various dates through 2028. We had $3.0 billion of
unsecured notes, $673.9 million outstanding on our unsecured lines of credit and $660.6 million of secured debt outstanding at March 31, 2009. Scheduled principal amortization and maturities of such debt totaled $127.6 million for the three
months ended March 31, 2009.



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The following is a summary of the scheduled future amortization and maturities of our indebtedness at March 31, 2009
(in thousands, except percentage data):



|                  |  |                       |         |                                                   |   |           |  |   |           |  |      |  
|----------------- |  | --------------------- | ------- | ------------------------------------------------- | - | --------- |  | - | --------- |  | ---- | -
|                  |  | Future Repayments     |         | Weighted AverageInterest Rate ofFuture Repayments |  
|Year              |  | ScheduledAmortization |         | Maturities (1)                                    |   | Total     | 
|Remainder of 2009 |  | $                     | 8,790   |                                                   | $ | 121,440   |  | $ | 130,230   |  | 7.78 | %
|2010              |  |                       | 11,315  |                                                   |   | 824,728   |  |   | 836,043   |  | 2.09 | %
|2011              |  |                       | 11,470  |                                                   |   | 878,843   |  |   | 890,313   |  | 5.14 | %
|2012              |  |                       | 9,607   |                                                   |   | 201,216   |  |   | 210,823   |  | 5.90 | %
|2013              |  |                       | 9,648   |                                                   |   | 475,000   |  |   | 484,648   |  | 6.50 | %
|2014              |  |                       | 9,931   |                                                   |   | 272,112   |  |   | 282,043   |  | 6.45 | %
|2015              |  |                       | 8,591   |                                                   |   |          |  |   | 8,591     |  | 6.28 | %
|2016              |  |                       | 7,786   |                                                   |   | 490,900   |  |   | 498,686   |  | 6.16 | %
|2017              |  |                       | 6,287   |                                                   |   | 469,324   |  |   | 475,611   |  | 5.94 | %
|2018              |  |                       | 4,435   |                                                   |   | 300,000   |  |   | 304,435   |  | 6.09 | %
|2019              |  |                       | 3,259   |                                                   |   | 147,828   |  |   | 151,087   |  | 7.58 | %
|Thereafter        |  |                       | 24,439  |                                                   |   | 50,000    |  |   | 74,439    |  | 6.84 | %
|                  |  |                       |         |                                                   |   |           |  |   |           |  |      |  
|                  |  | $                     | 115,558 |                                                   | $ | 4,231,391 |  | $ | 4,346,949 |  | 5.29 | %
|                  |  |                       |         |                                                   |   |           |  |   |           |  |      |  

| | 
| | 

| | (1) | The balance outstanding on the Partnerships unsecured line of credit is included in debt maturities for 2010. This line of credit may be extended to 2011 at our option.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We anticipate generating capital to fund our debt maturities by using undistributed cash generated from rental operations, which will
increase as the result of reducing our annual distributions and development expenditures, as well as by raising additional capital which, in the near term, is expected to occur mainly through secured debt financings and asset dispositions.

Opportunistic Repurchases of Outstanding Debt

We intend to continue to repurchase, when favorable pricing is available and capital sources warrant, outstanding unsecured notes maturing through the end of 2011.

Historical Cash Flows

Cash and cash equivalents were $22.0 million and $15.7 million at March 31, 2009 and
2008, respectively. The following highlights significant changes in net cash associated with our operating, investing and financing activities (in millions):



|                                         |  |                              |       |   |      |   |        |  
|---------------------------------------- |  | ---------------------------- | ----- | - | ---- | - | ------ | -
|                                         |  | Three Months Ended March 31, |      
|                                         |  | 2009                         |       |   | 2008 |  
|Net Cash Provided byOperating Activities |  | $                            | 48.8  |   |      | $ | 4.0    |  
|                                         |  |                             
|Net Cash (Used for)Investing Activities  |  | $                            | (82.7 | ) |      | $ | (154.4 | )
|                                         |  |                             
|Net Cash Provided byFinancing Activities |  | $                            | 33.7  |   |      | $ | 119.1  |  

Operating Activities

The receipt of rental income from Rental Operations continues to provide the primary source of our revenues and operating cash flows. In addition, we have historically developed Build-for-Sale properties with the
intent to sell them at or soon after completion. We have limited new Build-for-Sale development activity to focus on completion of projects that were started in 2008 and have virtually halted all new development activity pending improvements in the
economy and capital markets. Build-for-Sale development activity has



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historically represented a significant use of operating cash, while the proceeds from related sales provided another source of operating cash flow activity.
During the three-month period ended March 31, 2009 we incurred Build-for-Sale property development costs of $11.3 million, compared to $41.2 million for the same period ended March 31, 2008. The difference is reflective of the planned
reduction in new development.

Investing Activities

Investing activities are one of the primary uses of our liquidity. Development and acquisition activities typically generate additional rental revenues and provide cash flows for operational requirements. Highlights of significant cash
sources and uses are as follows:



| |  |  | Held-for-rental development costs decreased to $85.2 million for the three-month period ended March 31, 2009 from $151.9 million for the same period in 2008
largely as the result of the planned reduction in new development.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the first three months of 2009, we paid cash of $5.5 million for undeveloped land acquisitions, compared to $14.7 million in the same period in 2008. We had
no real estate acquisitions in the first three months of 2009, but paid cash of $8.7 million for such acquisitions in the same period in 2008.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Sales of land and depreciated property provided $61.2 million in net proceeds for the three-month period ended March 31, 2009 compared to $26.7 million for the
same period in 2008.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We received capital distributions (as a result of the sale of properties or refinancing) of $38.8 million from unconsolidated companies for the three-month period
ended March 31, 2008. We received no capital distributions from unconsolidated companies during the first three months of 2009.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financing Activities

The following items highlight major fluctuations in net cash flow related to financing activities in the first
three months of 2009 compared to the same period in 2008:



| |  |  | In February 2009, we repaid $124.0 million of corporate unsecured debt with an effective interest rate of 6.83% on its scheduled maturity date. This compares to
repayment of $125.0 million of senior unsecured notes with an effective interest rate of 3.36% on their scheduled maturity date in January 2008.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Throughout the first three months of 2009, we repurchased certain of our outstanding series of unsecured notes maturing in 2009 through 2011, including Exchangeable
Notes with a face value of $90.4 million. In total, cash payments of $130.5 million were made to repurchase notes with a face value of $169.5 million.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In February and March 2009, we received cash proceeds of $156.0 million from 10-year secured debt financings that are secured by 22 existing rental properties. The
secured debt bears a weighted average interest rate of 7.6% and matures in 2019.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In order to retain additional cash to help meet our capital needs, we reduced our quarterly distribution beginning in the first quarter of 2009. We paid a cash
distribution of $0.25 per Common Unit in February 2009, compared to a cash distribution of $0.48 per Common Unit in February 2008. This was the primary cause for the $33.1 million decrease in cash distributions between these two periods.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We increased net borrowings on the Partnerships $1.3 billion line of credit by $186.0 million for the three months ended March 31, 2009 compared to an
increase of $88.0 million for the same period in 2008.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 2009.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In March 2008, we settled three forward-starting swaps and made a cash payment of $14.6 million to the counterparties.
| | - |  | ----------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Contractual Obligations

Aside from changes in long-term debt, there have not been material changes in our outstanding commitments since December 31, 2008 as previously discussed in our 2008 Annual Report on Form 10-K. In most cases we
may withdraw from land purchase contracts with the sellers only recourse being earnest money deposits already made.

Off Balance Sheet
ArrangementsInvestments in Unconsolidated Companies

We analyze our investments in joint ventures under Financial Accounting Standards Board
FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities (FIN 46(R)),to determine if the joint venture is a variable interest entity (a VIE, as defined by FIN 46(R)) and would
require consolidation. To the extent that our joint ventures do not qualify as VIEs, we further assess under the guidelines of Emerging Issues Task Force (EITF) 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; 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 in unconsolidated partnerships and joint ventures that own and operate rental properties and hold land for development. Our unconsolidated
subsidiaries are primarily engaged in the operation and development of Industrial, Office and Retail real estate properties. These investments provide us with increased market share and tenant and property diversification. The equity method of
accounting is used for these investments in which we have the ability to exercise significant influence, but not control, over operating and financial policies. As a result, the assets and liabilities of these joint ventures are not included on our
balance sheet. Our investments in and advances to unconsolidated companies represented approximately 9% of our total assets at both March 31, 2009 and December 31, 2008. Total assets of our unconsolidated subsidiaries were $2.6 billion as
of both March 31, 2009 and December 31, 2008.

The combined revenues of our unconsolidated subsidiaries totaled approximately $68.7 million and
$62.8 million for the three-month periods ended March 31, 2009 and March 31, 2008, respectively.

We, or the General Partner, have guaranteed the
repayment of certain secured and unsecured loans of our unconsolidated subsidiaries and the outstanding balances on the guaranteed portion of these loans were approximately $340.4 million at March 31, 2009.

Recent Accounting Pronouncements

On January 1, 2009 we
adopted FASB Staff Position 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. Our Exchangeable Notes issued in November 2006 have an exchange rate of 20.02 common shares per $1,000 principal amount of the notes, representing an exchange price of $49.94 per
share of the General Partners 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 of a convertible debt instrument would be
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. 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.



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At March 31, 2009, the Exchangeable Notes had $452.2 million of principal outstanding, an unamortized discount of
$15.6 million and a net carrying amount of $436.6 million. The carrying amount of the equity component was $34.7 million at March 31, 2009. 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 (in thousands) for the periods ended March 31, 2009 and 2008 is summarized as follows:



|                                                   |  |      |       |      |   |      
|-------------------------------------------------- |  | ---- | ----- | ---- | - | -----
|                                                   |  | 2009 |       | 2008
|Interest expense, excluding effect of FSP APB 14-1 |  | $    | 4,907 |      | $ | 5,391
|                                                   |  |     
|Effect of FSP ABP 14-1                             |  |      | 1,619 |      |   | 1,597
|                                                   |  |      |       |      |   |      
|                                                   |  |     
|Total interest expense on Exchangeable Notes       |  | $    | 6,526 |      | $ | 6,988
|                                                   |  |      |       |      |   |      



|Item 3. | Quantitative and Qualitative Disclosure About Market Risk
|------- | ---------------------------------------------------------

We are
exposed to interest rate changes primarily as a result of our line of credit and long-term debt borrowings. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower overall
borrowing costs. To achieve our objectives, we borrow primarily at fixed rates and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate our interest rate risk on a related
financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our two outstanding swaps, which fixed the rates on two of our variable rate loans, were not significant to the Financial Statements in
terms of notional amount or fair value at March 31, 2009.

Our interest rate risk is monitored using a variety of techniques. The table below presents
the principal amounts (in thousands) of the expected annual maturities, weighted average interest rates for the average debt outstanding in the specified period, fair values (in thousands) and other terms required to evaluate the expected cash flows
and sensitivity to interest rate changes.



|                               |  |                  |         |   |      |   |         |      |  |   |         |   |  |      |         |   |            |   |         |       |  |           |           |   |  |   |           |  |   |          
|------------------------------ |  | ---------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - | ---------- | - | ------- | ----- |  | --------- | --------- | - |  | - | --------- |  | - | ---------
|                               |  | Remainder of2009 |         |   | 2010 |   |         | 2011 |  |   | 2012    |   |  | 2013 |         |   | Thereafter |   |         | Total |  | FairValue
|Fixed rate secured debt        |  | $                | 8,080   |   |      | $ | 10,565  |      |  | $ | 22,825  |   |  | $    | 9,993   |   |            | $ | 8,768   |       |  | $         | 590,556   |   |  | $ | 650,787   |  | $ | 591,774  
|Weighted average interest rate |  |                  | 6.97    | % |      |   | 6.91    | %    |  |   | 7.16    | % |  |      | 6.76    | % |            |   | 6.61    | %     |  |           | 6.44      | % |  |   |           |  |   |          
|                               |  |                  |         |   |      |   |         |     
|Variable rate secured debt     |  | $                | 710     |   |      | $ | 750     |      |  | $ | 785     |   |  | $    | 830     |   |            | $ | 880     |       |  | $         | 4,335     |   |  | $ | 8,290     |  | $ | 8,290    
|Weighted average interest rate |  |                  | 4.15    | % |      |   | 4.16    | %    |  |   | 4.17    | % |  |      | 4.17    | % |            |   | 4.18    | %     |  |           | 4.00      | % |  |   |           |  |   |          
|                               |  |                  |         |   |      |   |         |     
|Fixed rate unsecured notes     |  | $                | 121,440 |   |      | $ | 164,728 |      |  | $ | 852,778 |   |  | $    | 200,000 |   |            | $ | 475,000 |       |  | $         | 1,200,000 |   |  | $ | 3,013,946 |  | $ | 2,292,509
|Weighted average interest rate |  |                  | 7.86    | % |      |   | 5.37    | %    |  |   | 5.15    | % |  |      | 5.87    | % |            |   | 6.50    | %     |  |           | 6.21      | % |  |   |           |  |   |          
|                               |  |                  |         |   |      |   |         |     
|Unsecured lines of credit      |  | $                |        |   |      | $ | 660,000 |      |  | $ | 13,926  |   |  | $    |        |   |            | $ |        |       |  | $         |          |   |  | $ | 673,926   |  | $ | 657,588  
|Rate at March 31, 2009         |  |                  | N/A     |   |      |   | 1.19    | %    |  |   | 1.37    | % |  |      | N/A     |   |            |   | N/A     |       |  |           | N/A       |   |  |   |           |  |   |          

As the table incorporates only those exposures that exist as of March 31, 2009, it does not consider those
exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time to the
extent we are party to interest rate derivatives, and interest rates. Interest expense on our unsecured lines of credit will be affected by fluctuations in the LIBOR indices as well as changes in our credit rating. The interest rate at such point in
the future as we may renew, extend or replace our unsecured lines of credit will be heavily dependent upon the state of the credit environment.



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|Item 4. | Controls and Procedures
|------- | -----------------------

(a) Evaluation of Disclosure Controls
and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. These disclosure controls and procedures are
further designed to ensure that such information is accumulated and communicated to management, including the General Partners Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of management, including the General Partners Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon the foregoing, the General Partners Chief Executive Officer
and Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures are effective in all material respects.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over
financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information



|Item 1. | Legal Proceedings
|------- | -----------------

From time to time, we are parties to a
variety of legal proceedings and claims arising in the ordinary course of our businesses. While these matters generally are covered by insurance, there is no assurance that our insurance will cover any particular proceeding or claim. We presently
believe that all of these proceedings to which we were subject as of March 31, 2009, taken as a whole, will not have a material adverse effect on our liquidity, business, financial condition or results of operations.



|Item 1A. | Risk Factors
|-------- | ------------

In addition to the information set forth in
this Report, you also should carefully review and consider the information contained in our other reports and periodic filings that we make with the SEC, including, without limitation the information contained under the caption Item 1A. Risk
Factors in our Annual Report on Form 10-K for the year ended December 31, 2008. The risks and uncertainties described below and in our 2008 Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties
not currently known to us, or that we presently deem to be immaterial, also may materially adversely affect our business, financial condition and results of operations.

We may change our distribution policy in the future.

Recognizing the need to maintain financial flexibility
in light of the current state of the capital markets, and after taking into account the dividends for the increased number of shares issued in the General Partners recently completed common stock offering, we expect to reduce our distributions
for the balance of 2009.



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In addition, a recent Internal Revenue Service (IRS) revenue procedure allows the General Partner to satisfy
its 2009 REIT dividend requirement by distributing up to 90% of the aggregate dividends on its common stock in shares of its common stock in lieu of cash. Although the General Partner does not currently intend to pay a portion of its dividends in
shares of its common stock, it may choose to pay a portion of its dividends in shares of its common stock in the future. In the event that it chooses to pay a portion of its dividends in shares of its common stock, we may elect to make a
corresponding distribution of shares of the General Partners common stock to our unitholders, in which case taxable U.S. unitholders would be required to pay tax on the entire amount of the distribution, including the portion paid in shares of
the General Partners common stock. In this event, such unitholders may have to use cash from other sources to pay such tax. If a U.S. unitholder sells the common stock it receives as a distribution in order to pay its taxes, the sales proceeds
may be less than the amount included in income with respect to the distribution, depending on the market price of the General Partners common stock at the time of the sale. Furthermore, with respect to non-U.S. unitholders, we may be required
to withhold federal tax with respect to our distributions, including distributions that are paid in the General Partners common stock. In addition, if a significant number of our unitholders sell the associated shares of the General
Partners common stock in order to pay taxes owed on distributions, such sales would put downward pressure on the market price of the General Partners common stock.

The decision to declare and pay distributions in the future, as well as the timing, amount and composition of any such future distributions, will be at the sole discretion of the General Partners board of
directors and will depend on our earnings, FFO, liquidity, financial condition, capital requirements, contractual prohibitions or other limitations under our indebtedness and preferred equity, the General Partners annual distribution
requirements under the REIT provisions of the Code, state law and such other factors as the General Partners board of directors deems relevant. While the statements above concerning distributions for 2009 reflect our current expectations, the
actual distributions payable will be determined by the General Partners board of directors based upon the circumstances at the time of declaration, and the actual distributions payable may vary from such expected amounts.

Adverse global market and economic conditions may continue to adversely affect us and could cause us to recognize additional impairment charges or otherwise harm
our performance.

Ongoing adverse market and economic conditions and market volatility will likely continue to make it difficult to value the
properties and investments owned by us and our unconsolidated joint ventures. There may be significant uncertainty in the valuation, or in the stability of the value, of such properties and investments that could result in a substantial decrease in
the value thereof. In addition, we intend to sell many of our non-core assets over the next several years. No assurance can be given that we will be able to recover the current carrying amount of all of our properties and investments and those of
our unconsolidated joint ventures and/or our goodwill in the future. Our failure to do so would require us to recognize additional impairment charges for the period in which we reached that conclusion, which could materially and adversely affect our
business, financial condition and results of operations.

We and the General Partner recently received comment letters from the staff of the SEC with
regard to our 2008 Annual Reports on Form 10-K. It is possible that, as a result of the SECs review, we may be required to make changes to our financial statements and other information included in our 2008 Annual Reports on Form 10-K.

We and the General Partner each received substantially identical letters, dated April 7, 2009, from the SEC containing comments on the 2008
Annual Reports on Form 10-K filed by the General Partner and us (the 2008 Annual Reports). Among other items, the SEC requested that we provide the staff of the SEC with explanations of how we determined the classification and
allocations of certain amounts among the various line items in our statements of operations. Our financial statements included in the 2008 Annual Reports were audited by our independent auditors, KPMG LLP, and we, with the assistance of our
independent auditors, have provided the SEC with the requested explanations. As a result of the SECs review of our responses, we



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may be required to make changes to our financial statements and other information included in the 2008 Annual Reports. Based upon the comments included in
the April 7, 2009 letters from the SEC, we currently believe that such changes, if any, would primarily result in the reclassification and reallocation of amounts between various line items within our statements of operations. The dollar
amounts that are reclassified, if any, may be significant in amount. We do not currently expect, based upon the comments included in the April 7, 2009 letters, that such reclassifications would affect either our net income or FFO as reported in
the 2008 Annual Reports. However, there can be no assurance that our current expectations will prove to be correct, and it is possible that during the course of the SECs continuing review, the staff of the SEC may raise additional comments
that could result in changes to our 2008 Annual Reports which are different from our current expectations.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

(a) Unregistered Sales of Equity Securities

None

(b) Use of Proceeds

None

(c) Issuer
Purchases of Equity Securities

From time to time, the General Partner may repurchase shares of its common stock under a repurchase program that
initially was approved by the General Partners board of directors and publicly announced in October 2001 (the Repurchase Program). In October 2008, the General Partners board of directors adopted a resolution (the
October 2008 Resolution) that reaffirmed managements authority to repurchase shares of the General Partners common stock under the Repurchase Program and also amended the Repurchase Program to permit the repurchase of
outstanding series of the General Partners preferred shares, as well as any outstanding series of debt securities. The October 2008 Resolution also limited managements authority to repurchase a maximum of $75.0 million of the General
Partners common shares, $75.0 million of debt securities and $25.0 million of the General Partners preferred shares. The authority to repurchase such securities expires in October 2009. In December 2008, the board of directors granted
management further authority, in addition to the previous $75.0 million authorization, to repurchase any outstanding debt securities maturing through December 31, 2011. Under the Repurchase Program, the General Partner also executes share
repurchases on an ongoing basis associated with certain employee elections under its compensation and benefit programs.

The following table shows the
General Partners share repurchase activity for each of the three months in the quarter ended March 31, 2009:



|         |  |                                    |  |                             |      |                                                                              |       
|-------- |  | ---------------------------------- |  | --------------------------- | ---- | ---------------------------------------------------------------------------- | ------
|Month    |  | Total Number ofSharesPurchased (1) |  | Average PricePaid per Share |      | Total Number ofShares Purchased asPart of
PubliclyAnnounced Plans orPrograms
|January  |  | 22,609                             |  | $                           | 8.74 |                                                                              | 22,609
|February |  | 38,054                             |  | $                           | 7.80 |                                                                              | 38,054
|March    |  | 28,089                             |  | $                           | 5.22 |                                                                              | 28,089
|         |  |                                    |  |                             |      |                                                                              |       
|Total    |  | 88,752                             |  | $                           | 7.22 |                                                                              | 88,752
|         |  |                                    |  |                             |      |                                                                              |       



|(1) | Includes 80,048 common shares repurchased under our Employee Stock Purchase Plan and 8,704 common shares repurchased through a Rabbi Trust under the Executives Deferred
Compensation Plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 3. | Defaults upon Senior Securities
|------- | -------------------------------

During the period covered
by this Report, we did not default under the terms of any of our material indebtedness, nor has there been any material arrearage of distributions or other material uncured delinquency with respect to any class of our preferred equity.



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|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



|Item 5. | Other Information
|------- | -----------------

During the period covered by this Report,
there was no information required to be disclosed by us in a Current Report on Form 8-K that was not so reported, nor were there any material changes to the procedures by which our security holders may recommend nominees to the General
Partners board of directors.



|Item 6. | Exhibits
|------- | --------



|(a) | Exhibits
|--- | --------



|         |  |                                                                                                                                                                                                                                                                                                                                         
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1      |  | 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).  



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|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|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).                                                                                                                                                                                                                                                                                       
|          | 
|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 (filed as Exhibit 3.2 (xiii) to the Partnerships Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as filed with the SEC on November 13, 2008, File No. 000-20625, and
incorporated herein by this reference).                                                                                                                                                                 
|          | 
|10.1      |  | Form of Letter Agreement Regarding Executive Severance, dated May 7, 2009, between Duke Realty Corporation and Christie B. Kelly (filed as Exhibit 10.1 to the General Partners Quarterly
Report on Form 10-Q, as filed with the SEC on May 8, 2009, File No. 001-09044 and incorporated herein by this reference).#                                                                                                                                                                                                                                                                                                          
|          | 
|11.1      |  | Statement Regarding Computation of Earnings.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



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|     |  |                                                                                                                                             
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|12.1 |  | Statement of Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Distributions.*
|     | 
|31.1 |  | Rule 13a-14(a) Certification of the General Partners Chief Executive Officer.*                                                             
|     | 
|31.2 |  | Rule 13a-14(a) Certification of the General Partners Chief Financial Officer.*                                                             
|     | 
|32.1 |  | Section 1350 Certification of the General Partners Chief Executive Officer.*                                                               
|     | 
|32.2 |  | Section 1350 Certification of the General Partners Chief Financial Officer.*                                                               



|# | Represents management contract or compensatory plan or arrangement.
|- | -------------------------------------------------------------------

|* | Filed herewith.
|- | ---------------

|** | Data required by Statement of Financial Accounting Standard No.128, Earnings per Share, is provided in Note 6 to the Consolidated Financial Statements included in this
report.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                   |  |  |  |                                                            
|------------------ |  |  |  | -----------------------------------------------------------
|                   |  |  |  | DUKE REALTY LIMITED PARTNERSHIP                            
|                   |  | 
|Date: May 14, 2009 |  |  |  | /s/ Dennis D. Oklak                                        
|                   |  |  |  | Dennis D. Oklak                                            
|                   |  |  |  | Chairman and Chief Executive Officer of the General
Partner
|                   |  | 
|                   |  |  |  | /s/ Christie B. Kelly                                      
|                   |  |  |  | Christie B. Kelly                                          
|                   |  |  |  | Executive Vice President and                               
|                   |  |  |  | Chief Financial Officer of the General Partner