2013 Form11-K
As filed with the Securities and Exchange Commission on June 27, 2014
===========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to __________________
Commission file number: 1-9044
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
DUKE REALTY 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
DUKE REALTY CORPORATION
600 East 96th Street, SUITE 100
INDIANAPOLIS, INDIANA 46240
DUKE REALTY 401(k) PLAN
Table of Contents
Report of Independent Registered Public Accounting Firm
The Associate Benefits Committee
Duke Realty 401(k) Plan:
We have audited the accompanying statements of assets available for plan benefits of the Duke Realty 401(k) Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the plan's controls over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Plan as of December 31, 2013 and 2012, and the changes in assets available for plan benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, schedule H, line 4i - schedule of assets (held at end of year), is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ KPMG LLP
Indianapolis, Indiana
June 27, 2014
|
| | | | | | | | | | | | |
DUKE REALTY 401(k) PLAN |
Statements of Assets Available for Plan Benefits |
December 31, 2013 and 2012 |
| | | | | | 2013 | | 2012 |
Assets held by trustee: | | | | |
| Investments, at fair value: | | | | |
| | Money market funds | | $ | 4,944,634 |
| | $ | 4,757,506 |
|
| | Mutual funds | | 79,683,012 |
| | 65,917,156 |
|
| | Common and preferred stock | | 24,874,699 |
| | 22,915,075 |
|
| | U.S. treasury notes | | 40,806 |
| | 30,097 |
|
| | | | Total investments | | 109,543,151 |
| | 93,619,834 |
|
Receivables: | | | | |
| Employer discretionary contribution | | 1,173,053 |
| | 940,995 |
|
| Employer match contribution | | 108,460 |
| | 81,695 |
|
| Notes receivable from participants | | 2,024,180 |
| | 1,838,242 |
|
| | | | Total receivables | | 3,305,693 |
| | 2,860,932 |
|
| | | | | | | | |
| | | Assets available for plan benefits | | $ | 112,848,844 |
| | $ | 96,480,766 |
|
See accompanying notes to financial statements. |
|
| | | | | | | | | | |
DUKE REALTY 401(k) PLAN |
Statements of Changes in Assets Available for Plan Benefits |
Years ended December 31, 2013 and 2012 |
| | | | | | | | 2013 | | 2012 |
Investment income: | | | | |
| Net appreciation in fair value of investments | | $13,632,287 | | $8,436,415 |
| Interest and dividends | | 3,867,920 | | 3,093,266 |
| | | | | Total investment income | | 17,500,207 | | 11,529,681 |
Interest income on notes receivable from participants | | 84,975 | | 98,707 |
Contributions: | | | | |
| Participants’ salary deferral | | 5,616,206 | | 5,260,835 |
| Employer matching of salary deferral | | 1,908,403 | | 1,455,921 |
| Employer discretionary | | 1,173,053 | | 940,995 |
| Participants’ rollover | | 485,106 | | 58,399 |
| | | | | Total contributions | | 9,182,768 | | 7,716,150 |
| | | | | | Total additions | | 26,767,950 | | 19,344,538 |
Deductions from assets attributed to: | | | | |
| Benefits paid to participants | | 10,360,581 | | 8,995,530 |
| Administrative fees | | 39,291 | | 51,225 |
| | | | | Total deductions | | 10,399,872 | | 9,046,755 |
| | | | | Net increase | | 16,368,078 | | 10,297,783 |
Assets available for plan benefits: | | | | |
| Beginning of year | | 96,480,766 | | 86,182,983 |
| End of year | | $112,848,844 | | $96,480,766 |
See accompanying notes to financial statements. |
DUKE REALTY 401(k) PLAN
Notes to Financial Statements
December 31, 2013 and 2012
The following description of the Duke Realty 401(k) Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
The Plan is a defined contribution plan sponsored by Duke Realty Corporation (the Employer) covering all employees who are age 18 years or older. Employees are eligible to participate in the Plan on the first day of the calendar month following their hire date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Associate Benefits Committee is responsible for oversight of the Plan, as appointed by the Executive Compensation Committee of the Board of Directors of Duke Realty Corporation. The Associate Benefits Committee determines the appropriateness of the Plan’s investment offerings, monitors investment performance and reports to the Executive Compensation Committee.
Eligible participants may elect to defer a percentage of their compensation to be contributed to their Employee Deferral Account. The Plan stipulates the minimum and maximum percentage that may be contributed, not to be less than 1% and not to exceed 75% of a participant’s compensation for each plan year, subject to limitations imposed by the Internal Revenue Service. The Plan currently offers each participant investment options including a number of mutual funds, common stock of the Employer, a money market fund, and a self-directed fund, which allows participants to direct their contributions into investments of their choice. The Employer matched participant contributions annually up to 2% of total compensation during 2012 and January 2013. Effective February 1, 2013 the Employer matches 50% of participant contributions annually up to 6% of total compensation. The Employer matching contribution is limited to a participant’s first $255,000 of compensation ($250,000 in 2012). Effective June 2, 2008, this contribution is invested in the common stock of the Employer unless the participant elected to have the Employer matching contribution invested in other investment options. The Employer may also make discretionary contributions to the Plan to be invested in the common stock of the Employer. Participants are able to transfer all Employer contributions to an investment option of their choice. The Employer declared a discretionary contribution of $940,995 in 2012 (to be paid in 2013) and $1,173,053 in 2013 (to be paid in 2014).
Each participant’s account is credited (debited) with the participant’s contribution and Employer matching contribution, as well as allocations of the Employer’s discretionary contribution (when applicable), and Plan earnings (losses). Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Participants are immediately vested in elective salary reduction contributions and the actual earnings thereon. Vesting in discretionary contributions, matching contributions, and the earnings thereon is based upon the years of service of the participant. A year of service means a plan year in which the participant completes at least 1,000 hours of service. A participant becomes 20% vested after one year of service and vests an additional 20% for each year of service thereafter and is 100% vested after five
years of service. Participants who terminate employment due to retirement after age 59½, by death, or by total or permanent disability are automatically considered fully vested.
| |
(e) | Notes Receivable From Participants |
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan repayment periods may not exceed five years except for the loans used to acquire a principal residence, in which case the repayment period may not exceed 10 years. The loans are secured by the balance in the participant’s account and bear interest at the prime rate plus 1%, and range from 4.25% to 9.25% at December 31, 2013 and have maturities from February 2014 through September 2023. Principal and interest is paid ratably through payroll deductions.
Upon retirement, death, disability or other termination of employment, a participant’s vested account balance is to be distributed in a single lump-sum payment, and/or they can receive Employer stock for the portion of their vested account balance that was in Employer stock within 90 days of written request.
Participants who terminate employment forfeit any nonvested portion of their account. Forfeitures are used to reduce the Employer matching contributions. In 2013 and 2012, Employer contributions were reduced by $45,000 and $80, 000, respectively, from forfeited nonvested accounts. As of December 31, 2013 and 2012, there are $49,394 and $45,430, respectively, of additional forfeitures that have not yet been used to reduce Employer matching contributions.
| |
(2) | Summary of Significant Accounting Policies |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
The Plan’s financial statements are prepared on the accrual basis of accounting.
| |
(c) | Investment Valuation and Income Recognition |
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan's Associate Benefit Committee determines the Plan's valuation policy utilizing information provided by the investment advisers and custodian. See note 6 for discussion of fair value measurements.
Net appreciation (depreciation) in fair value of investments is reflected in the statements of changes in assets available for plan benefits and includes realized gains and losses on investments bought and sold and the change in appreciation (depreciation) from one period to the next. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Acquisition costs are included in the cost of investments purchased, and sales are recorded net of selling expenses.
Benefits are recorded when paid.
| |
(e) | Administrative Expenses |
All usual and reasonable expenses of the Plan may be paid in whole or in part by the Company. Any expenses not paid by the Company will be paid by the Plan. In 2013 and 2012, all expenses were borne by the Company, except for in service withdrawal fees, participant loan origination fees, participant loan maintenance fees, Employer stock trustee fees, and Employer stock sale/purchase fees which were charged to participant’s accounts as incurred.
| |
(f) | Notes Receivable From Participants |
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the plan document.
Although it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination by the Employer, participants will become 100% vested in their accounts.
The following table represents the fair value of individual investments that exceed 5% of the Plan’s assets available for plan benefits as of December 31:
|
| | | | | | | | |
| | 2013 | | 2012 |
Duke Realty Corporation Common Stock | | $ | 22,298,914 |
| | $ | 20,277,640 |
|
Fidelity Spartan Total Market Index Fund Institutional | | 7,382,225 |
| | 5,357,983 |
|
Goldman Sachs Mid Cap Value - Class A | | 6,343,190 |
| | 5,308,414 |
|
Invesco Growth and Income Fund - Class A | | 7,211,296 |
| | 5,365,325 |
|
Janus Overseas I | | N/A |
| | 5,236,909 |
|
Pimco Total Return Fund – Institutional Class | | 7,595,158 |
| | 8,571,442 |
|
T. Rowe Price Blue Chip Growth Fund | | 13,921,794 |
| | 7,047,969 |
|
The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
|
| | | | | | | | |
| | 2013 | | 2012 |
Common and preferred stock | | $ | 2,124,069 |
| | $ | 3,060,704 |
|
Mutual funds | | 11,508,803 |
| | 5,375,639 |
|
U.S. treasury notes | | (585 | ) | | 72 |
|
| | $ | 13,632,287 |
| | $ | 8,436,415 |
|
The Internal Revenue Service has determined and informed the Company by a letter dated March 12, 2012 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC).
Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan. The financial statement effects are recognized when the Plan has taken an uncertain position that more likely than not would be sustained upon examination by the Internal Revenue
Service. The Plan administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2013, there are no uncertain tax positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes the Plan is no longer subject to income tax examinations for years prior to 2010.
| |
(6) | Fair Value Measurements |
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
Level 1 – Unadjusted quoted prices accessible in active markets for identical assets or liabilities at the measurement date.
Level 2 – Unadjusted quoted prices for similar assets or liabilities in active markets or inputs (other than quoted prices) that are observable or that are derived principally from or corroborated by observable market data through correlation or other means.
Level 3 – Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management’s best estimate about the assumptions market participants would use at the measurement date in pricing the asset or liability. Consideration is given to the risk inherent in both the method of valuation and the valuation inputs.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets at fair value. There have been no changes in the methodologies used at December 31, 2013 and 2012.
Money market funds, equity securities, and U.S. treasury notes: Valued at the closing price reported on the active market on which the individual investments are traded.
Mutual Funds: Valued at closing price reported on the active market on which the individual funds are traded. Mutual funds held by the Plan are open ended mutual funds that are registered with the Securities & Exchange Commission (SEC). These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed actively traded. The Plan can redeem these investments daily, and there are currently no redemption restrictions on these investments.
The following tables summarize assets measured at fair value on a recurring basis as of December 31, 2013 and 2012.
|
| | | | | | | | | | | | | | | | | |
December 31, 2013 |
Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
Investments at fair value: | | | | | | | | |
| Money market funds | | $ | 4,944,634 |
| | — |
| | — |
| | $ | 4,944,634 |
|
| Mid/large cap stock | | 55,961,623 |
| | — |
| | — |
| | 55,961,623 |
|
| Fixed income | | 10,501,503 |
| | — |
| | — |
| | 10,501,503 |
|
| International | | 5,881,369 |
| | — |
| | — |
| | 5,881,369 |
|
| Small cap stock | | 4,262,469 |
| | — |
| | — |
| | 4,262,469 |
|
| Bank loan | | 105,406 |
| | — |
| | — |
| | 105,406 |
|
| Basket | | 261,220 |
| | — |
| | — |
| | 261,220 |
|
| Bond | | 190,548 |
| | — |
| | — |
| | 190,548 |
|
| Communications | | 16,137 |
| | — |
| | — |
| | 16,137 |
|
| China region | | 18,257 |
| | — |
| | — |
| | 18,257 |
|
| Conservative allocation | | 36,118 |
| | — |
| | — |
| | 36,118 |
|
| Consumer defensive | | 17,755 |
| | — |
| | — |
| | 17,755 |
|
| Diversified emerging markets | | 24,076 |
| | — |
| | — |
| | 24,076 |
|
| Equity energy | | 163,114 |
| | — |
| | — |
| | 163,114 |
|
| Foreign large blend | | 413,514 |
| | — |
| | — |
| | 413,514 |
|
| Foreign large growth | | 11,560 |
| | — |
| | — |
| | 11,560 |
|
| Global real estate | | 112,048 |
| | — |
| | — |
| | 112,048 |
|
| Health | | 15,017 |
| | — |
| | — |
| | 15,017 |
|
| High yield bond | | 146,841 |
| | — |
| | — |
| | 146,841 |
|
| Industrials | | 16,873 |
| | — |
| | — |
| | 16,873 |
|
| Intermediate term bond | | 79,907 |
| | — |
| | — |
| | 79,907 |
|
| Large blend | | 176,450 |
| | — |
| | — |
| | 176,450 |
|
| Large growth | | 41,054 |
| | — |
| | — |
| | 41,054 |
|
| Large value | | 37,182 |
| | — |
| | — |
| | 37,182 |
|
| Long/short equity | | 275,604 |
| | — |
| | — |
| | 275,604 |
|
| Mid-cap blend | | 183,152 |
| | — |
| | — |
| | 183,152 |
|
| Mid-cap growth | | 10,761 |
| | — |
| | — |
| | 10,761 |
|
| Miscellaneous region | | 14,734 |
| | — |
| | — |
| | 14,734 |
|
| Moderate allocation | | 19,770 |
| | — |
| | — |
| | 19,770 |
|
| Natural resources | | 13,297 |
| | — |
| | — |
| | 13,297 |
|
| Short government | | 22,441 |
| | — |
| | — |
| | 22,441 |
|
| Short term bond | | 74,953 |
| | — |
| | — |
| | 74,953 |
|
| Small blend | | 113,401 |
| | — |
| | — |
| | 113,401 |
|
| Small growth | | 47,297 |
| | — |
| | — |
| | 47,297 |
|
| Target date 2031 - 2035 | | 48,589 |
| | — |
| | — |
| | 48,589 |
|
| Technology | | 14,876 |
| | — |
| | — |
| | 14,876 |
|
| Utilities | | 14,370 |
| | — |
| | — |
| | 14,370 |
|
| World bond | | 266,083 |
| | — |
| | — |
| | 266,083 |
|
| Other | | 73,643 |
| | — |
| | — |
| | 73,643 |
|
| Common and preferred stock | | 24,874,699 |
| | — |
| | — |
| | 24,874,699 |
|
| U.S. treasury notes | | 40,806 |
| | — |
| | — |
| | 40,806 |
|
Outstanding at December 31, 2013 | | $ | 109,543,151 |
| | $ | — |
| | $ | — |
| | $ | 109,543,151 |
|
|
| | | | | | | | | | | | | | | | | |
December 31, 2012 |
Assets | | Level 1 | | Level 2 | | Level 3 | | Total |
Investments at fair value: | | | | | | | | |
| Money market funds | | $ | 4,757,506 |
| | — |
| | — |
| | $ | 4,757,506 |
|
| Mid/large cap stock | | 42,816,702 |
| | — |
| | — |
| | 42,816,702 |
|
| Fixed income | | 12,162,175 |
| | — |
| | — |
| | 12,162,175 |
|
| International | | 5,236,909 |
| | — |
| | — |
| | 5,236,909 |
|
| Small cap stock | | 3,610,853 |
| | — |
| | — |
| | 3,610,853 |
|
| Aggressive allocation | | 15,276 |
| | — |
| | — |
| | 15,276 |
|
| Basket | | 145,046 |
| | — |
| | — |
| | 145,046 |
|
| Bond | | 151,841 |
| | — |
| | — |
| | 151,841 |
|
| China region | | 14,949 |
| | — |
| | — |
| | 14,949 |
|
| Conservative allocation | | 33,078 |
| | — |
| | — |
| | 33,078 |
|
| Consumer defensive | | 15,530 |
| | — |
| | — |
| | 15,530 |
|
| Currency | | 49,869 |
| | — |
| | — |
| | 49,869 |
|
| Diversified emerging markets | | 26,416 |
| | — |
| | — |
| | 26,416 |
|
| Foreign large blend | | 200,300 |
| | — |
| | — |
| | 200,300 |
|
| Foreign large growth | | 59,627 |
| | — |
| | — |
| | 59,627 |
|
| High yield bond | | 142,484 |
| | — |
| | — |
| | 142,484 |
|
| Intermediate term bond | | 113,444 |
| | — |
| | — |
| | 113,444 |
|
| Large blend | | 153,488 |
| | — |
| | — |
| | 153,488 |
|
| Large growth | | 38,933 |
| | — |
| | — |
| | 38,933 |
|
| Large value | | 21,223 |
| | — |
| | — |
| | 21,223 |
|
| Market neutral | | 173,804 |
| | — |
| | — |
| | 173,804 |
|
| Mid-cap blend | | 59,194 |
| | — |
| | — |
| | 59,194 |
|
| Mid-cap growth | | 24,725 |
| | — |
| | — |
| | 24,725 |
|
| Mid-cap value | | 11,547 |
| | — |
| | — |
| | 11,547 |
|
| Natural resources | | 50,034 |
| | — |
| | — |
| | 50,034 |
|
| Short government | | 33,198 |
| | — |
| | — |
| | 33,198 |
|
| Target Date 2031-2035 | | 298,144 |
| | — |
| | — |
| | 298,144 |
|
| Utilities | | 11,415 |
| | — |
| | — |
| | 11,415 |
|
| World allocation | | 34,718 |
| | — |
| | — |
| | 34,718 |
|
| World bond | | 158,609 |
| | — |
| | — |
| | 158,609 |
|
| Other | | 53,625 |
| | — |
| | — |
| | 53,625 |
|
| Common and preferred stock | | 22,915,075 |
| | — |
| | — |
| | 22,915,075 |
|
| U.S. treasury notes | | 30,097 |
| | — |
| | — |
| | 30,097 |
|
Outstanding at December 31, 2012 | | $ | 93,619,834 |
| | $ | — |
| | $ | — |
| | $ | 93,619,834 |
|
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
| |
(7) | Party-in-Interest Transactions |
The following investment funds are sponsored by Fidelity Investments, the Trustee: Fidelity Retirement Money Market Portfolio, Fidelity Balanced Fund, Fidelity Freedom Funds, Fidelity Freedom Income Fund, Fidelity Inflation‑Protected Bond Fund, Fidelity Spartan International Index and Fidelity Spartan Total Market Index Fund Institutional. Participant loans are made with individual participants of the Plan, and investments are made
in the common stock of the Employer. Therefore, transactions in these investments are considered to be party-in-interest transactions.
At December 31, 2013 and 2012, approximately 20% and 21%, respectively, of assets available for plan benefits are invested in the Employer’s common stock.
| |
(9) | Risks and Uncertainties |
The Plan offers various investment options. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of assets available for plan benefits.
| |
(10) | Reconciliation of Financial Statements to Form 5500 |
The following is a reconciliation of assets available for plan benefits according to the financial statements as of December 31, 2013 and 2012, to the Form 5500:
|
| | | | | | | | |
| | 2013 | | 2012 |
| | | | |
Assets available for plan benefits per the financial statements | | $ | 112,848,844 |
| | $ | 96,480,766 |
|
Certain deemed distributions of participant loans | | (138,620 | ) | | (125,444 | ) |
| | $ | 112,710,224 |
| | $ | 96,355,322 |
|
The following is a reconciliation of the net increase per the financial statements and the net income per the Form 5500 for the years ended December 31, 2013 and 2012:
|
| | | | | | | | |
| | 2013 | | 2012 |
| | | | |
Net increase per the financial statements | | $ | 16,368,078 |
| | $ | 10,297,783 |
|
Change in certain deemed distributions of participant loans | | (13,176 | ) | | (90,052 | ) |
| | $ | 16,354,902 |
| | $ | 10,207,731 |
|
Certain deemed distributions represent active participants' loan balances that were in default and have been taxed to the participant (deemed loans). Amounts associated with deemed loans are included in the asset balance reported in the financial statements at December 31, 2013 and 2012, but are removed from the assets reported on the Form 5500.
The Plan has evaluated subsequent events from the balance sheet date through June 27, 2014, the date at which the financial statements were available to be issued, and determined there were no additional items requiring disclosure.
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DUKE REALTY 401(k) PLAN |
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) |
December 31, 2013 |
Party-in- | | | | | | | | | Current |
interest | Identity | | Description of investment | | value |
| Money market funds: | | | | | | |
* | | Fidelity | | Fidelity Retirement Money Market Portfolio | | $ | 3,934,769 |
|
| Mutual funds: | | | | | | |
* | | Fidelity | | Fidelity Balanced K Fund | | 5,228,639 |
|
* | | Fidelity | | Fidelity Freedom K 2005 Fund | | 158,072 |
|
* | | Fidelity | | Fidelity Freedom K 2010 Fund | | 105,569 |
|
* | | Fidelity | | Fidelity Freedom K 2015 Fund | | 621,939 |
|
* | | Fidelity | | Fidelity Freedom K 2020 Fund | | 2,189,473 |
|
* | | Fidelity | | Fidelity Freedom K 2025 Fund | | 2,179,437 |
|
* | | Fidelity | | Fidelity Freedom K 2030 Fund | | 3,049,462 |
|
* | | Fidelity | | Fidelity Freedom K 2035 Fund | | 2,197,913 |
|
* | | Fidelity | | Fidelity Freedom K 2040 Fund | | 1,476,563 |
|
* | | Fidelity | | Fidelity Freedom K 2045 Fund | | 921,406 |
|
* | | Fidelity | | Fidelity Freedom K 2050 Fund | | 500,115 |
|
* | | Fidelity | | Fidelity Freedom K 2055 Fund | | 27,770 |
|
* | | Fidelity | | Fidelity Freedom K Income Fund | | 489,556 |
|
* | | Fidelity | | Fidelity Inflation-Protected Bond Fund | | 2,258,717 |
|
* | | Fidelity | | Fidelity Spartan International Index | | 362,022 |
|
* | | Fidelity | | Fidelity Spartan Total Market Index Fund Institutional | | 7,382,225 |
|
| | Goldman Sachs | | Goldman Sachs Mid-Cap Value - Class A | | 6,343,190 |
|
| | Invesco | | Invesco Growth and Income Fund - Class A | | 7,211,296 |
|
| | Janus | | Janus Overseas I | | 5,519,347 |
|
| | Janus | | Janus Small Cap Core Select Class | | 4,262,469 |
|
| | Pimco | | Pimco Total Return Fund – Institutional Class | | 7,595,158 |
|
| | T. Rowe Price | | T. Rowe Price Blue Chip Growth Fund | | 13,921,794 |
|
| | T. Rowe Price | | T. Rowe Price Mid-Cap Growth Fund | | 2,604,832 |
|
| | | | | | | | | $ | 76,606,964 |
|
| Common Stock: | | | |
* | | Duke Realty Corporation | | Common stock | | 22,298,914 |
|
| | | | | | | | | |
| Participant directed brokerage account | | 6,702,504 |
|
| | | | | | | | | |
* | Participant loans (interest rates ranging from 4.25% to 9.25% and maturities from February 2014 through September 2023.) | | 2,024,180 |
|
| | | Total | | | | | | $ | 111,567,331 |
|
* | Denotes exempt party-in-interest. |
Historical cost information is not required in Schedule H, Line 4i - Schedule of Assets (Held at End of Year) for participant-directed investment funds. |
See accompanying report of independent registered public accounting firm. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
DUKE REALTY 401(k) PLAN |
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Date: June 27, 2014 | | /s/ Denise K. Dank |
| | | | | | Denise K. Dank Sr. Vice President of Human Resources Chairman, Associate Benefits Committee |