Edgar Filing: DUKE REALTY CORP

Date: June 28, 2013

/s/ Denise K. Dank

Denise K. Dank
Sr. Vice President of Human Resources
Chairman, Associate Benefits Committee

2012 Form11-K

As filed with the Securities and Exchange Commission on June 28, 2013

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

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, 2012

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

For the transition period from _________________ to __________________

Commission file number: 1-9044

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

DUKE REALTY 401(k) PLAN

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

DUKE REALTY CORPORATION

600 East 96^th Street, SUITE 100

INDIANAPOLIS, INDIANA 46240

DUKE REALTY 401(k) PLAN

Table of Contents





	Report of Independent Registered Public Accounting Firm	3

	Financial Statements:

	Statements of Assets Available for Plan Benefits	4
	Statements of Changes in Assets Available for Plan Benefits	5

	Notes to Financial Statements	6

	Schedules
	Schedule H, Line 4a - Schedule of Delinquent Participant Contributions	13
	Schedule H, Line 4i - Schedule of Assets (Held at End of Year)	14

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 Duke Realty 401(k) Plan (the Plan) as of December 31, 2012 and 2011, 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 as a basis for designing audit procedures that are appropriate in the Plan's controls over financial reporting. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for plan benefits of the Plan as of December 31, 2012 and 2011, 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 schedules, schedule H, line 4a - schedule of delinquent participant contributions and schedule H, line 4i - schedule of assets (held at end of year), are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ KPMG LLP

Indianapolis, Indiana

June 28, 2013



DUKE REALTY 401(k) PLAN
Statements of Assets Available for Plan Benefits
December 31, 2012 and 2011
					2012		2011
Assets held by trustee:
	Investments, at fair value:
		Money market funds			$	4,757,506	$	4,922,396
		Mutual funds			65,917,156		58,652,562
		Common and preferred stock			22,915,075		19,450,473
		U.S. treasury notes			30,097		5,081
				Total investments	93,619,834		83,030,512
Receivables:
	Employer discretionary contribution				940,995		1,097,285
	Employer match contribution				81,695		94,303
	Notes receivable from participants				1,838,242		1,960,883
				Total receivables	2,860,932		3,152,471

			Assets available for plan benefits		$	96,480,766	$	86,182,983
See accompanying notes to financial statements.



DUKE REALTY 401(k) PLAN
Statements of Changes in Assets Available for Plan Benefits
Years ended December 31, 2012 and 2011
				2012		2011
Investment income (loss):
	Net appreciation (depreciation) in fair value of investments			$	8,436,415	$	(6,801,312	)
	Interest and dividends			3,093,266		2,936,450
		Total investment income (loss)		11,529,681		(3,864,862		)
Interest income on notes receivable from participants				98,707		84,005
Contributions:
	Participants’ salary deferral			5,260,835		5,588,470
	Employer matching of salary deferral			1,455,921		1,662,347
	Employer discretionary			940,995		1,097,285
	Participants’ rollover			58,399		314,611
		Total contributions		7,716,150		8,662,713
			Total additions	19,344,538		4,881,856
Deductions from assets attributed to:
	Benefits paid to participants			8,995,530		4,751,009
	Administrative fees			51,225		46,384
		Total deductions		9,046,755		4,797,393
		Net increase		10,297,783		84,463
Assets available for plan benefits:
	Beginning of year			86,182,983		86,098,520
	End of year			$	96,480,766	$	86,182,983
See accompanying notes to financial statements.

DUKE REALTY 401(k) PLAN

Notes to Financial Statements

December 31, 2012 and 2011


(1)	Description of Plan

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


(a)	General

The Plan is a defined contribution plan sponsored by Duke Realty Corporation (the Employer) covering all employees who are age 18 years or older. Employees are eligible to participate in the Plan on the first day of the calendar month following their hire date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).


(b)	Contributions

Eligible participants may elect to defer a percentage of their compensation to be contributed to their Employee Deferral Account. The Plan stipulates the minimum and maximum percentage that may be contributed, not to be less than 1% and not to exceed 75% of a participant’s compensation for each plan year, subject to limitations imposed by the Internal Revenue Service. The Plan currently offers each participant investment options including a number of mutual funds, common stock of the Employer, a money market fund, and a self-directed fund, which allows participants to direct their contributions into investments of their choice. The Employer reinstated the Employer match effective January 1, 2011 after suspending the match as of July 1, 2009. The Employer matches participant contributions annually up to 2% of total compensation. The Employer matching contribution is limited to a participant’s first $250,000 of compensation ($245,000 in 2011). Effective June 2, 2008, this contribution is invested in the common stock of the Employer unless the participant elected to have the Employer matching contribution invested in other investment options. The Employer may also make discretionary contributions to the Plan to be invested in the common stock of the Employer. Participants are able to transfer all Employer contributions to an investment option of their choice. The Employer declared a discretionary contribution of $1,097,285 in 2011 (paid in 2012) and $940,995 in 2012 (to be paid in 2013).


(c)	Participant Accounts

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


(d)	Vesting

Participants are immediately vested in elective salary reduction contributions and the actual earnings thereon. Vesting in discretionary contributions, matching contributions, and the earnings thereon is based upon the years of service of the participant. A year of service means a plan year in which the participant completes at least 1,000 hours of service. A participant becomes 20% vested after one year of service and vests an additional 20% for each year of service thereafter and is 100% vested after five years of service. Participants who terminate employment due to retirement after age 59½, by death, or by total or permanent disability are automatically considered fully vested.


(e)	Notes Receivable From Participants

Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent 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, 2012 and have maturities from January 2013 through September 2022. Principal and interest is paid ratably through payroll deductions.


(f)	Benefits

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


(g)	Forfeitures

Participants who terminate employment forfeit any nonvested portion of their account. Forfeitures are used to reduce the Employer matching contributions. In 2012 and 2011, Employer contributions were reduced by $80,000 and $0, respectively, from forfeited nonvested accounts. As of December 31, 2012 and 2011, there are $45,430 and $66,407, respectively, of additional forfeitures that have not yet been used to reduce Employer matching contributions.


(2)	Summary of Significant Accounting Policies


(a)	Use of Estimates

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


(b)	Basis of Accounting

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


(c)	Investment Valuation and Income Recognition

Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan's 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 benefits and includes realized gains and losses on investments bought and sold and the change in appreciation (depreciation) from one period to the next. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Acquisition costs are included in the cost of investments purchased, and sales are recorded net of selling expenses.


(d)	Benefit Payments

Benefits are recorded when paid.


(e)	Administrative Expenses

In service withdrawal fees, participant loan origination fees, participant loan maintenance fees, Employer stock trustee fees, and Employer stock sale/purchase fees are charged to participant’s accounts as incurred.


(f)	Notes Receivable From Participants

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


(3)	Plan Termination

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


(4)	Investments

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



	2012		2011
Duke Realty Corporation Common Stock	$	20,277,640	$	17,515,435
Fidelity Spartan Total Market Index Fund Institutional	5,357,983		4,808,648
Goldman Sachs Mid Cap Value - Class A	5,308,414		4,919,592
Growth Fund of America	N/A		6,374,397
Invesco Growth and Income Fund	5,365,325		4,778,039
Janus Overseas I	5,236,909		4,661,525
Pimco Total Return Fund – Admin Class	N/A		7,408,370
Pimco Total Return Fund – Institutional Class	8,571,442		N/A
Royce Low-Priced Stock Fund – Service Class	N/A		4,350,532
T. Rowe Price Blue Chip Growth Fund	7,047,969		N/A

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:



	2012		2011
Common and preferred stock	$	3,060,704	$	(878,601	)
Mutual funds	5,375,639		(5,922,953		)
U.S. treasury notes	72		242
	$	8,436,415	$	(6,801,312	)


(5)	Tax Status

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

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

December 31, 2012, 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 2009.


(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, 2012 and 2011.

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 activity 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, 2012 and 2011.



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



December 31, 2011
Assets		Level 1		Level 2		Level 3		Total
Investments at fair value:
	Money market funds	$	4,922,396	—		—		$	4,922,396
	Mid/Large Cap Stock	37,553,901		—		—		37,553,901
	Fixed Income	10,997,330		—		—		10,997,330
	International	4,661,525		—		—		4,661,525
	Small Cap Stock	4,350,532		—		—		4,350,532
	China Region	12,155		—		—		12,155
	Conservative Allocation	10,195		—		—		10,195
	Consumer Defensive	11,156		—		—		11,156
	Diversified Emerging Markets	18,890		—		—		18,890
	Foreign Large Blend	55,970		—		—		55,970
	Foreign Large Growth	55,432		—		—		55,432
	Foreign Large Value	18,329		—		—		18,329
	Intermediate Term Bond	98,284		—		—		98,284
	Large Blend	273,100		—		—		273,100
	Large Growth	30,506		—		—		30,506
	Large Value	15,120		—		—		15,120
	Mid-Cap Blend	52,949		—		—		52,949
	Mid-Cap Growth	23,381		—		—		23,381
	Mid-Cap Value	10,932		—		—		10,932
	Natural Resources	29,646		—		—		29,646
	Short Government	32,961		—		—		32,961
	Target Date 2031-2035	258,890		—		—		258,890
	Utilities	11,449		—		—		11,449
	World Allocation	11,198		—		—		11,198
	World Bond	22,951		—		—		22,951
	Other	35,780		—		—		35,780
	Common and preferred stock	19,450,473		—		—		19,450,473
	U.S. treasury notes	5,081		—		—		5,081
Outstanding at December 31, 2011		$	83,030,512	$	—	$	—	$	83,030,512

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, and Fidelity Spartan Total Market Index Fund Institutional. Participant loans are made with individual participants of the Plan, and investments are made in the common stock of the Employer. Therefore, transactions in these investments are considered to be party-in-interest transactions.


(8)	Concentrations

At December 31, 2012 and 2011, approximately 21% and 20%, respectively, of assets available for plan benefits are invested in the Employer’s common stock.


(9)	Risks and Uncertainties

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


(10)	Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of assets available for plan benefits according to the financial statements as of December 31, 2012 and 2011, to the Form 5500:



	2012			2011

Assets available for plan benefits per the financial statements	$	96,480,766		$	86,182,983
Certain deemed distributions of participant loans	(125,444		)	(35,392		)
	$	96,355,322		$	86,147,591

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, 2012 and 2011:



	2012			2011

Net increase per the financial statements	$	10,297,783		$	84,463
Change in certain deemed distributions of participant loans	(90,052		)	(35,392		)
	$	10,207,731		$	49,071

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, 2012 and 2011, but are removed from the assets reported on the Form 5500.


(11)	Subsequent Events

Effective February 1, 2013, the Employer amended the 401(k) match. The Employer now matches 50% of participant contributions annually up to 6% of total compensation for all employees.

Duke Realty 401(k) Plan

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions

December 31, 2012 and 2011

Participant

Total that constitute nonexempt prohibited transactions

Total fully

contributions

Contributions

corrected under

transferred late

Contributions

corrected outside

pending correction

VFCP and PTE

to Plan

not corrected

VFCP

in VFCP

2002-51

219,017

—

219,017

It was noted that there was an unintentional delay by the Company in submitting a 2011 participant contribution related to 2011 pay in the amount of $219,017 to the Trustee. On June 27, 2012 the Company reimbursed the Plan for lost interest in the amount of $171.

See accompanying report of independent registered public accounting firm.



DUKE REALTY 401(k) PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2012
Party-in-				Current
interest	Identity		Description of investment	value
	Money market funds:
*		Fidelity	Fidelity Retirement Money Market Portfolio	$	3,636,006
	Mutual funds:
		Calamos	Calamos Growth Fund	3,996,743
*		Fidelity	Fidelity Balanced K Fund	4,741,907
*		Fidelity	Fidelity Freedom K 2005 Fund	56,736
*		Fidelity	Fidelity Freedom K 2010 Fund	48,049
*		Fidelity	Fidelity Freedom K 2015 Fund	352,946
*		Fidelity	Fidelity Freedom K 2020 Fund	1,727,508
*		Fidelity	Fidelity Freedom K 2025 Fund	1,656,980
*		Fidelity	Fidelity Freedom K 2030 Fund	2,174,260
*		Fidelity	Fidelity Freedom K 2035 Fund	1,728,959
*		Fidelity	Fidelity Freedom K 2040 Fund	1,042,003
*		Fidelity	Fidelity Freedom K 2045 Fund	706,331
*		Fidelity	Fidelity Freedom K 2050 Fund	429,168
*		Fidelity	Fidelity Freedom K 2055 Fund	4,795
*		Fidelity	Fidelity Freedom K Income Fund	390,040
*		Fidelity	Fidelity Inflation-Protected Bond Fund	3,143,957
*		Fidelity	Fidelity Spartan Total Market Index Fund Institutional	5,357,983
		Goldman Sachs	Goldman Sachs Mid-Cap Value - Class A	5,308,414
		Invesco	Invesco Growth and Income Fund - Class A	5,365,325
		Janus	Janus Overseas I	5,236,909
		Pimco	Pimco Total Return Fund – Institutional Class	8,571,442
		Royce	Royce Low-Priced Stock Fund – Service Class	3,610,853
		TRP	T. Rowe Price Blue Chip Growth Fund	7,047,969
		TRP	T. Rowe Price Mid-Cap Growth Fund	1,127,363
				$	63,826,640
	Common and preferred stock:
*		Duke Realty Corporation	Common and preferred stock	20,277,640

	Participant directed brokerage account			5,879,548

*	Notes receivable from participants (interest rates ranging from 4.25% to 9.25%)			$	1,838,242

*	Denotes exempt party-in-interest.
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

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Associate Benefits Committee

Duke Realty 401 (k) Plan

We consent to the incorporation by reference in the registration statement No. 33-55727 on Form S-8 of Duke Realty Corporation of our report dated June 28, 2013 with respect to the statements of assets available for plan benefits of the Duke 401(k) Plan as of December 31, 2012 and 2011, the related statements of changes in assets available for plan benefits for the years then ended, the supplemental schedule H, line 4a – schedule of delinquent participant contributions, and the supplemental schedule H, line 4i – schedule of assets (held at end of year) as of December 31, 2012 which report appears in the December 31, 2012 annual report on Form 11-K of the Duke 401(k) Plan.

/s/ KPMG LLP

Indianapolis, Indiana

June 28, 2013