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•	enhances investors’ understanding of DCT and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•	eliminates duplicative disclosures and provides a more streamlined and readable presentation as a substantial portion of the Company’s disclosures apply to both DCT and the Operating Partnership; and

•	creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

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•	national, international, regional and local economic conditions;

•	the general level of interest rates and the availability of capital;

•	the competitive environment in which we operate;

•	real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;

•	decreased rental rates or increasing vacancy rates;

•	defaults on or non-renewal of leases by tenants;

•	acquisition and development risks, including failure of such acquisitions and development projects to perform in accordance with projections;

•	the timing of acquisitions, dispositions and development;

•	natural disasters such as fires, floods, tornadoes, hurricanes and earthquakes;

•	energy costs;

•	the terms of governmental regulations that affect us and interpretations of those regulations, including the costs of compliance with those regulations, changes in real estate and zoning laws and increases in real property tax rates;

•	financing risks, including the risk that our cash flows from operations may be insufficient to meet required payments of principal, interest and other commitments;

•	lack of or insufficient amounts of insurance;

•	litigation, including costs associated with prosecuting or defending claims and any adverse outcomes;

•	the consequences of future terrorist attacks or civil unrest;

•	environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us; and

•	other risks and uncertainties detailed in the section entitled “Risk Factors.”

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ITEM 1.	BUSINESS

•	64.7 million square feet comprising 401 consolidated operating properties that were 97.2% occupied;

•	7.8 million square feet comprising 23 unconsolidated properties that were 97.8% occupied and which we operated on behalf of two institutional capital management partners and an unconsolidated joint venture;

•	0.3 million square feet comprising three consolidated properties under redevelopment; and

•	1.2 million square feet comprising four consolidated properties which are shell-complete and in lease-up.

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Maximizing Cash Flows From Existing Properties. We intend to maximize the cash flows from our existing properties by active leasing and management, maintaining strong customer relationships, controlling operating expenses and physically maintaining the quality of our properties. Renewing tenants, leasing space and effectively managing expenses are critical to achieving our objectives and are a primary focus of our local real estate teams.

•

Selectively Pursuing New Development. To create value and enhance the quality of our portfolio, we expect to continue developing new assets in select markets where strong tenant demand, rents and vacancy levels demonstrate the need for new construction at returns that make sense for the Company. During 2016, we acquired seven land parcels for future development totaling approximately 130.5 acres and we commenced construction on 13 development and redevelopment buildings comprising 3.7 million square feet with a projected investment of $253.2 million. In 2016, we also stabilized 19 development and redevelopment buildings totaling 5.8 million square feet. As of December 31, 2016, there were four shell-complete buildings under development totaling 1.2 million square feet and 10 projects under construction totaling approximately 2.6 million square feet. All of the buildings under construction are projected to be completed during 2017.

•	Profitably Acquiring Properties. We seek to acquire properties that meet our asset, location and financial criteria at prices and potential returns which we believe are attractive. We have selected certain markets and sub-markets where we focus our efforts on identifying buildings to acquire.

•	Recycling Capital. We intend to selectively dispose of non-strategic assets and redeploy the proceeds into higher growth acquisition and development opportunities. In 2016, we sold 15 consolidated non-strategic operating properties for gross proceeds of approximately $128.7 million. The proceeds have been designated for deployment into higher growth assets.

•	Conservatively Managing Our Balance Sheet. We plan to maintain financial metrics, including leverage and coverage ratios on a basis consistent with our investment grade ratings. In addition, we believe that a conservatively managed balance sheet provides for a competitive long-term cost of capital.

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High-Quality Industrial Property Portfolio. Our portfolio of industrial properties primarily consists of high-quality bulk-distribution facilities in high demand leasing markets. Our properties are specifically designed to meet the warehousing needs of local, regional and national companies. The majority of our properties are readily divisible to take advantage of re-tenanting opportunities. We believe that our concentration of high-quality bulk-distribution properties provides us with a competitive advantage in attracting and retaining distribution users across the markets in which we operate.

•	Experienced and Committed Management Team. Our executive management team collectively has an average of nearly 29 years of commercial real estate experience and 18 years of industrial real estate experience. Additionally, our executive management team has extensive public company operating experience.

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Strong Operating Platform. We have a team of approximately 90 experienced transaction and property management professionals working in 13 offices to maximize market opportunities through local expertise, presence and relationships. We believe successfully meeting the needs of our customers and anticipating and responding to market opportunities will result in achieving superior returns from our properties as well as through the sourcing of new acquisitions and development opportunities.

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Extensive Development and Redevelopment Expertise. Our local market teams have significant experience in all facets of value-add activities including development and redevelopment capabilities. We believe our local teams’ knowledge of our focus markets and their relationships with key market participants, including land owners, users and brokers, combined with the technical expertise required to successfully execute on complex transactions, provides us with an excellent platform to create value while appropriately managing risk.

•

Proven Acquisition and Disposition Capabilities. The Company has extensive experience in acquiring industrial real estate, including both smaller transactions as well as larger portfolio acquisitions. Our local market teams are an important advantage in sourcing potential marketed as well as off-market transactions. The average size of our acquisitions since 2012 is $15.1 million, demonstrating our ability to access a significant pipeline of smaller acquisitions. Further, consistent with our capital recycling strategy, we have disposed of a cumulative $2.1 billion of real estate investments since the inception of the Company.

•

Strong Industry Relationships. We believe that our extensive network of industry relationships with the brokerage and investor communities will allow us to execute successfully our development, acquisition and capital recycling strategies. These relationships augment our ability to source acquisitions in off-market transactions outside of competitive marketing processes, capitalize on development opportunities and capture repeat business and transaction activity. Our strong relationships with local and nationally focused brokers aids in attracting and retaining customers.

•

Capital Structure. Our capital structure provides us with sufficient financial flexibility and capacity to fund future growth. As of December 31, 2016, we had $323.1 million available under our $400.0 million senior unsecured revolving credit facility, net of two letters of credit totaling $1.9 million. As of December 31, 2016, 355 of our consolidated properties with a gross book value of $3.8 billion were unencumbered. During the year ended December 31, 2016, we also issued approximately 2.5 million shares of common stock through the continuous equity offering program, at a weighted average price of $43.98 per share for proceeds of approximately $107.0 million, net of offering expenses.

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ITEM 1A.	RISK FACTORS

•	increased levels of tenant defaults under leases;

•	re-leasing which may require concessions, tenant improvement expenditures or reduced rental rates due to reduced demand for industrial space;

•	overbuilding which may increase vacancies;

•	adverse capital and credit market conditions may restrict our development and redevelopment activities; and

•	reduced access to credit may result in tenant defaults, non-renewals under leases or inability of potential buyers to acquire our properties held for sale, including properties held through joint ventures.

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•	that our partner in an investment might become bankrupt, which would mean that we could generally remain liable for the joint venture’s liabilities;

•	that such partner may at any time have economic or business interests or goals which are or which become inconsistent with our business interests or goals;

•	that such partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our current policy with respect to maintaining our qualification as a REIT;

•	that, if our partners fail to fund their share of any required capital contributions, we may be required to contribute such capital;

•	that joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;

•	that our relationships with our partners are contractual in nature and may be terminated or dissolved under the terms of the agreements and, in such event, we may not continue to own or operate the interests or assets underlying such relationship or may need to purchase such interests or assets at an above-market price to continue ownership;

•	that disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and result in subjecting the properties owned by the applicable partnership, limited liability company or joint venture to additional risk;

•	that we may in certain circumstances be liable for the actions of our partners; and

•	that we may, as a general partner investing in a limited partnership, have liability for all of the liabilities of such partnership, even if we do not have full management rights or control, and our liability may far exceed the amount or value of the investment we initially made or then had in the partnership.

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•	changes in supply of or demand for similar or competing properties in an area;

•	changes in interest rates and availability of permanent mortgage funds that may render the sale of a property difficult or unattractive or otherwise reduce returns to stockholders;

•	changes in or increased costs of compliance with governmental rules, regulations and fiscal policies, including changes in tax, real estate, environmental and zoning laws, and our potential liability thereunder;

•	our ability to provide adequate maintenance and insurance;

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•	customer turnover;

•	general overbuilding or excess supply in the market areas;

•	disruptions in the global supply chain caused by political, regulatory or other factors including terrorism;

•	shifts in space utilization by tenants due to changes in technology; and

•	changes in tax policies affecting real estate.

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•	within the limits provided in our charter, prevent the ownership, transfer and/or accumulation of shares in order to protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders;

•	issue additional shares without obtaining stockholder approval, which could dilute the ownership of our then-current stockholders;

•	amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series, without obtaining stockholder approval;

•	classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares, without obtaining stockholder approval;

•	change our investment strategy and enter into new lines of business that are different from, and possibly riskier than, the investments and businesses described elsewhere in this document;

•	direct our resources toward investments that do not ultimately appreciate over time;

•	change creditworthiness standards with respect to third-party customers; and

•	determine that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

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ITEM 1B.	UNRESOLVED STAFF COMMENTS

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ITEM 2.	PROPERTIES

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(1)	Based on leases commenced as of December 31, 2016.

(2)	Annualized base rent is calculated as monthly contractual base rent (cash basis) per the terms of the lease, as of December 31, 2016, multiplied by 12.

(3)

Excludes total annualized base rent associated with tenants currently in free rent periods of $12.5 million, which includes our proportionate share of free rent from unconsolidated joint ventures and excludes free rent related to development and redevelopment properties not yet placed into operation or stabilized during the three months ended December 31, 2016, based on the first month of cash base rent.

(4)	As of December 31, 2016, our ownership interest in the Miami and Southern California properties was 99.6% and 95.2%, respectively based on our equity ownership weighted by square feet.

(5)	Percent owned is based on equity ownership weighted by square feet.

(6)

Our economic interest in unconsolidated joint ventures (as distinct from our legal ownership interest) may fluctuate from time to time and may not wholly align with our legal ownership interests because of provisions in certain joint venture agreements regarding distributions of cash flow, allocations of profits and losses, payments of preferred returns and control over major decisions. Additionally, DCT Industrial does not control our unconsolidated joint ventures and the presentation of certain items, such as assets, liabilities, revenues and expenses, from these unconsolidated joint ventures does not represent our legal claim or obligation for such items.

(7)	Although we contributed 100% of the initial cash equity capital required by the venture, after return of certain preferential distributions on capital invested, profits and losses are generally split 50/50.

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(1)	Percentage is based on consolidated occupied square feet as of December 31, 2016.

(2)	Annualized base rent includes contractual rents in effect at the date of the lease expiration.

(3)	Includes month-to-month and other short-term leases.

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(1)	Annualized base rent is calculated as monthly contractual base rent (cash basis) per the terms of the lease, as of December 31, 2016, multiplied by 12.

(2)	Based on leases commenced as of December 31, 2016.

ITEM 3.	LEGAL PROCEEDINGS

ITEM 4.	MINE SAFETY DISCLOSURES

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ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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•	For taxable years beginning before January 1, 2018, no more than 25% of the value of our assets may consist of stock or securities of one or more TRSs.  For taxable years beginning after December 31, 2017, the Act reduces this limit to 20%.

•

For purposes of the REIT asset tests for taxable years beginning after December 31, 2015, the PATH Act provides that debt instruments issued by publicly offered REITs will constitute “real estate assets.”  However, unless such a debt instrument is secured by a mortgage or otherwise would have qualified as a real estate asset under prior law, (i) interest income and gain from such a debt instrument is not qualifying income for purposes of the 75% gross income test and (ii) all such debt instruments may represent no more than 25% of the value of our total assets.

•	For taxable years beginning after December 31, 2015, certain obligations secured by a mortgage on both real property and personal property will be treated as a qualifying real estate asset and give rise to qualifying income for purposes of the 75% gross income test if the fair market value of such personal property does not exceed 15% of the total fair market value of all such property.

•	A 100% excise tax is imposed on “redetermined TRS service income,” which is income of a TRS attributable to services provided to, or on behalf of its associated REIT and which would otherwise be increased on distribution, apportionment, or allocation under Section 482 of the Code.

•	For distributions made in taxable years beginning after December 31, 2014, the preferential dividend rules no longer to apply to us.

•	Additional exceptions to the rules under the Foreign Investment in Real Property Act (“FIRPTA”) were introduced for non-U.S. persons that constitute “qualified shareholders” (within the meaning of Section 897(k)(3) of the Code) or “qualified foreign pension funds” (within the meaning of Section 897(l)(2) of the Code).

•	After February 16, 2016, the FIRPTA withholding rate under Section 1445 of the Code for dispositions of U.S. real property interests is increased from 10% to 15%.

•	The PATH Act increases from 5% to 10% the maximum stock ownership of the REIT that a non-U.S. shareholder may have held to avail itself of the FIRPTA exception for shares regularly traded on an established securities market.

•	For assets we acquired from a C corporation in a carry-over basis transaction, the Path Act, in conjunction with recently promulgated Treasury Regulations, reduces the recognition period during which we could be subject to corporate tax on any built-in gains recognized on the sale of such assets from 10 years to 5 years.

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ITEM 6.	SELECTED FINANCIAL DATA

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(1)

Property net operating income (“NOI”) is defined as rental revenues, which includes expense reimbursements, less rental expenses and real estate taxes, and excludes institutional capital management fees, depreciation, amortization, casualty and involuntary conversion gain (loss), impairment, general and administrative expenses, equity in earnings (loss) of unconsolidated joint ventures, interest expense, interest and other income and income tax expense and other taxes. We consider property NOI to be an appropriate supplemental performance measure because property NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the properties such as amortization, depreciation, impairment, interest expense, interest and other income, income tax expense and other taxes and general and administrative expenses.  However, property NOI should not be viewed as an alternative measure of our financial performance since it excludes expenses which could materially impact our results of operations.  Further, our property NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating property NOI. Therefore, we believe net income, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance.

(2)	Includes gain on dispositions of non-depreciable assets and gains on dispositions not meeting the definition of a discontinued operation. Such definition changed in 2014, see “Notes to the Consolidated Financial Statements, “Note 2 – Summary of Significant Accounting policies" for further discussion.

(3)	Information for all periods presented has been retroactively restated to reflect the Company's 2016 early adoption of ASU 2016–18 related to the presentation of restricted cash and cash equivalents. See “Notes to the Consolidated Financial Statements, “Note 2 – Summary of Significant Accounting policies" for further discussion.

(4)	Equity in FFO of unconsolidated joint ventures is determined as our share of FFO from each unconsolidated joint venture.

(5)

DCT Industrial believes that net income (loss) attributable to common stockholders, as defined by GAAP, is the most appropriate earnings measure.  However, DCT Industrial considers funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), to be a useful supplemental, non-GAAP measure of DCT Industrial’s operating performance. NAREIT developed FFO as a relative measure of performance of an equity REIT in order to recognize that the value of income-producing real estate historically has not depreciated on the basis determined under GAAP.  FFO is generally defined as net income attributable to common stockholders, calculated in accordance with GAAP, plus real estate-related depreciation and amortization, less gains from dispositions of operating real estate held for investment purposes, plus impairment losses on depreciable real estate and impairments of in substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated joint ventures and adjustments to derive DCT Industrial’s proportionate share of FFO of unconsolidated joint ventures.  We exclude gains and losses on business combinations and include the gains or losses from dispositions of properties which were acquired or developed with the intention to sell or contribute to an investment fund in our definition of FFO.  Although the NAREIT definition of FFO predates the guidance for accounting for gains and losses on business combinations, we believe that excluding such gains and losses is consistent with the key objective of FFO as a performance measure.  We also present FFO, as adjusted, which excludes hedge ineffectiveness, certain severance costs, acquisition costs, debt modification costs and impairment losses on properties which are not depreciable.  We believe that FFO excluding hedge ineffectiveness, certain severance costs, acquisition costs, debt modification costs and impairment losses on non-depreciable real estate is useful supplemental information regarding our operating performance as it provides a more meaningful and consistent comparison of our operating performance and allows investors to more easily compare our operating results.  Readers should note that FFO captures neither the changes in the value of DCT Industrial’s properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of DCT Industrial’s properties, all of which have real economic effect and could materially impact DCT Industrial’s results from operations. NAREIT’s definition of FFO is subject to interpretation, and modifications to the NAREIT definition of FFO are common. Accordingly, DCT Industrial’s FFO may not be comparable to other REITs’ FFO and FFO should be considered only as a supplement to net income (loss) as a measure of DCT Industrial’s performance.

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

•	maximize cash flows from existing properties;

•	deploy capital into development and redevelopment opportunities which meet our asset, location and financial criteria; and

•	recycle capital by selling assets that no longer fit our investment criteria and reinvesting the proceeds into higher growth opportunities.

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•	Acquisitions

•	During the year ended December 31, 2016, we acquired eight buildings comprising 1.0 million square feet in the Chicago, Cincinnati, Dallas, Denver, Northern California and Southern California markets for a total purchase price of approximately $84.3 million. Weighted average occupancy upon the acquisition of the properties was 87.8%.

•	Additionally, during the year ended December 31, 2016, we acquired 130.5 acres of land in the Baltimore/Washington D.C., Chicago, Dallas, Denver, Miami and Seattle markets for approximately $43.8 million that is under construction or held for future development.

•	Development Activities

•

During the year ended December 31, 2016, we stabilized 19 development and redevelopment buildings totaling 5.8 million square feet in our Atlanta, Baltimore/Washington D.C., Chicago, Dallas, Houston, Northern California, Orlando, Seattle and Southern California markets, including one building in our unconsolidated SCLA joint venture. In 2016, we commenced construction on 13 development and redevelopment buildings, including one building in our unconsolidated SCLA joint venture, comprising 3.7 million square feet with a projected investment of $253.2 million. As of December 31, 2016, we completed shell construction on four buildings totaling 1.2 million square feet in the Atlanta, Dallas, Orlando and Seattle markets which were 32.9% leased and occupied.

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(1)	Percentage owned is based on equity ownership weighted by square feet.

(2)	The completion date represents the date of building shell-completion or estimated date of shell-completion.

(3)	Percentage leased is computed as of the date the financial statements were available to be issued.

(4)

During December 2016, DCT commenced construction on SCLA Building 18, a 370,000 square foot building in our SCLA unconsolidated joint venture. The cumulative costs of $1.6 million represent the unconsolidated joint venture's cumulative costs and are not included in our “Properties under development” in our “Notes to Consolidated Financial Statements, Note 3 – Investment in Properties" as of December 31, 2016.

(5)	Although we contributed 100% of the initial cash equity capital required by the venture, after return of certain preferential distributions on capital invested, profits and losses are generally split 50/50.

•	Dispositions

•	During the year ended December 31, 2016, we sold 15 consolidated operating properties, totaling 2.9 million square feet, located in our Chicago, Dallas, Houston, Indianapolis, Louisville and Northern California markets, to third-parties for gross proceeds of approximately $128.7 million. We recognized gains of approximately $49.9 million on the disposition of these properties.

•	Debt Activity

•	As of December 31, 2016, we had $75.0 million outstanding and $323.1 million available under our $400.0 million senior unsecured revolving credit facility, net of two letters of credit totaling $1.9 million.

•

During August 2016, we issued $250.0 million of fixed rate senior unsecured notes in a private placement offering. The notes have an average term of 10 years, a weighted average interest rate of 3.90% and require semi-annual interest payments. We primarily used the proceeds to paydown our senior unsecured revolving credit facility, payoff a $49.0 million senior unsecured note at maturity and for the early payoff of a $75.0 million portion of our $100.0 million senior unsecured term loan maturing in April 2017.

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On September 10, 2015, we registered a continuous equity offering program, to replace our continuous equity offering program previously registered on May 29, 2013. During the year ended December 31, 2016, we issued approximately 2.5 million shares of common stock through the continuous equity offering program, at a weighted average price of $43.98 per share for proceeds of approximately $107.0 million, net of offering expenses. The proceeds from the sale of shares of common stock were contributed to the Operating Partnership for an equal number of OP units in the Operating Partnership and were used for general corporate purposes, including funding developments and redevelopments and repaying debt. As of December 31, 2016, approximately 2.5 million shares of common stock remain available to be issued under the current offering.

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(1)	For a discussion as to why we view property net operating income to be an appropriate supplemental performance measure and a reconciliation of our property net operating income to our reported “Income (loss) from continuing operations,” see page 36.

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•	$25.7 million increase in total revenues in our non-same store portfolio, of which $46.2 million is attributed to 22 operating property acquisitions and 35 development and redevelopment properties placed into operation since January 1, 2015, offset in part by a $20.5 million decrease attributed to 45 consolidated property dispositions since January 1, 2015.

•	$14.3 million increase in total revenues in our same store portfolio primarily due to the following:

•	$10.1 million increase in base rent primarily resulting from increased rental rates and a 180 basis point increase in average occupancy period over period;

•	$5.1 million increase in operating expense recoveries related to higher average occupancy and increases in property tax expense;

•	$0.6 million increase in straight-line rental revenue; and

•	$0.3 million increase in miscellaneous income from tenants primarily due to move-out repairs; which was partially offset by

•	$1.6 million decrease in early lease termination fees attributable to six tenants in 2015; and

•	$0.2 million decrease in below market rent adjustments.

•	$1.7 million decrease in development and redevelopment revenues due to three properties that were in our operating portfolio prior to January 1, 2016.

(1)	Excludes month-to-month leases and other short-term leases.

(2)	Net effective rent is the average monthly base rental income over the term of the lease, calculated in accordance with GAAP.

(3)	Straight-line basis rent growth is the percentage change in monthly net effective rent of the comparable lease. New leases where there were no prior comparable leases or materially different lease structures are excluded.

(4)	Assumes no exercise of lease renewal options, if any.

(5)	Turnover costs are comprised of the costs incurred or capitalized for improvements of vacant and renewal spaces, as well as the commissions paid and costs capitalized for leasing transactions. Turnover costs per square foot represent the total turnover costs expected to be incurred on the leases signed during the period and do not reflect actual expenditures for the period.

(6)	Represents the percentage of customers renewing their respective leases weighted by average square feet.

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•	$2.7 million increase in rental expenses and real estate taxes period over period in our same store portfolio primarily due to an increase in property taxes in our Baltimore/Washington D.C., Chicago, Houston, New Jersey, Northern California and Seattle markets; and

•	$8.1 million increase in rental expenses and real estate taxes related to our non-same store properties primarily due to an increase in property taxes in our Atlanta, Dallas, Houston, Seattle and Southern California markets; offset in part by

•	$6.2 million decrease primarily related to dispositions in the Chicago, Houston, Indianapolis and New Jersey markets.

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$28.0 million decrease in gain on dispositions of real estate interests primarily related to gains of $49.9 million recognized on the disposition of 15 properties in the Chicago, Dallas, Houston, Indianapolis, Louisville and Northern California markets during 2016, compared to gains of $77.9 million recognized on the disposition of 28 properties in the Atlanta, Houston, Indianapolis, Louisville, Memphis, New Jersey and Pennsylvania markets during 2015;

•	$3.2 million decrease in equity in earnings of unconsolidated joint ventures, net, primarily related to $3.7 million of gain recognized on the sale of one property in the IDI/DCT, LLC joint venture during 2015, offset in part by increased earnings from our unconsolidated investments in the SCLA and DCT/SPF Industrial Operating LLC joint ventures due to increased occupancy; and

•	$2.6 million decrease in development profit, net of taxes related to the completion and sales of 8th & Vineyard C, 8th & Vineyard D and 8th & Vineyard E to third-parties during 2015 with no corresponding activity during 2016; which was partially offset by

•	$2.3 million increase in casualty gain primarily related to $2.8 million in insurance settlements from casualty events in our Dallas and Northern California markets during 2016 compared to $0.4 million of casualty gain related to insurance recoveries received for damages at our properties caused by a series of storms in 2015; and

•	$0.6 million increase in interest and other income (expense) primarily related to proceeds received in 2016 from a legal settlement related to damages at several properties located in the Houston market.

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•	$10.0 million increase in interest expense due to the following:

•	$5.9 million decrease in capitalized interest primarily related to the cessation of capitalization on 35 developments placed into service compared to the same period in 2015; and

•	$4.5 million increase due to increased average outstanding indebtedness of approximately $88.8 million during 2016 and a higher weighted average effective interest rate during 2016 compared to the same period in 2015; which was partially offset by

•	$0.4 million of hedge ineffectiveness recognized during 2016 related to our $200.0 million 2015 term note hedge.

•	$5.3 million increase in depreciation and amortization expense resulting from a $18.1 million increase related to real estate acquisitions, developments placed in service and capital additions; partially offset by $8.7 million related to real estate dispositions and $4.1 million related to same store tenant improvements that were fully amortized during 2015; which was partially offset by

•	$5.3 million decrease in general and administrative expenses primarily related to the following:

•	$3.6 million decrease in severance costs;

•	$2.6 million decrease resulting from an expense in 2015 related to criminal fraud and the associated legal expenses incurred in relation to the investigation of the incident; and

•	$0.9 million decrease in acquisition costs due to lower acquisition activity; which was partially offset by

•	$1.2 million increase in personnel cost;

•	$0.4 million increase in professional service fees due to litigation costs; and

•	$0.2 million increase in general and administrative expenses due to decreased capitalized overhead.

•	$2.3 million decrease in impairments due to $2.3 million recognized on two properties sold during 2015 with no corresponding activity during 2016.

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(1)	For a discussion as to why we view property net operating income to be an appropriate supplemental performance measure and a reconciliation of our property net operating income to our reported “Income (loss) from continuing operations,” see page 36.

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•	$8.9 million increase in total revenues in our non-same store portfolio, of which $38.0 million is attributed to 43 operating property acquisitions and 22 development and redevelopment properties placed into operation since January 1, 2014, offset in part by a $29.1 million decrease attributed to 67 consolidated property dispositions since January 1, 2014.

•	$10.2 million increase in total revenues in our same store portfolio primarily due to the following:

•	$9.6 million increase in base rent primarily resulting from increased rental rates, reduction of free rent concessions and a 100 basis point increase in average occupancy period over period;

•	$3.2 million increase in operating expense recoveries related to higher average occupancy and higher recovery of tenant improvement reimbursements; and

•	$1.6 million increase in other income from tenants due to move-out repairs, lease termination income and other rents; which was partially offset by

•	$3.8 million decrease in straight-line rental revenue; and

•	$0.4 million decrease in below market rent adjustments.

•	$0.8 million decrease primarily attributable to one property under redevelopment that was in our operating pool prior to January 1, 2015.

(1)	Excludes month-to-month leases and other short-term leases.

(2)	Net effective rent is the average monthly base rental income over the term of the lease, calculated in accordance with GAAP.

(3)	Straight-line basis rent growth is the percentage change in monthly net effective rent of the comparable lease. New leases where there were no prior comparable leases or materially different lease structures are excluded.

(4)	Assumes no exercise of lease renewal options, if any.

(5)	Turnover costs are comprised of the costs incurred or capitalized for improvements of vacant and renewal spaces, as well as the commissions paid and costs capitalized for leasing transactions. Turnover costs per square foot represent the total turnover costs expected to be incurred on the leases signed during the period and do not reflect actual expenditures for the period.

(6)	Represents the percentage of customers renewing their respective leases weighted by average square feet.

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•	$0.6 million decrease in rental expenses and real estate taxes period over period in our same store portfolio, which was primarily due to a $2.1 million decrease in repairs and maintenance, insurance, and bad debt and other non-recoverable expenses, offset in part by a $1.5 million increase in real estate taxes; and

•	$10.2 million decrease primarily related to dispositions in the Atlanta, Chicago, Cincinnati, Columbus, Houston, Indianapolis, Memphis and New Jersey markets; offset in part by

•	$8.7 million increase in rental expenses and real estate taxes related to our non-same store properties primarily due to an increase in property taxes and property management fees in our Atlanta, Chicago, Denver, Houston, Northern California, Phoenix, Seattle and Southern California markets.

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$38.2 million increase in gain on dispositions of real estate interests primarily related to gains of $77.9 million recognized on the disposition of 28 properties in the Atlanta, Houston, Indianapolis, Louisville, New Jersey and Pennsylvania markets during 2015, which was partially offset by a $0.9 million gain on the sale of our interest in the TRT-DCT Venture I and gains of $38.8 million from the sale of 32 properties during 2014;

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$0.8 million increase in equity in earnings of unconsolidated joint ventures, net primarily related to $3.7 million of gain recognized on the sale of one property in the IDI/DCT, LLC joint venture during 2015, which was partially offset by lower equity in earnings due to the disposition of all of the properties in the TRT-DCT Venture I, our disposition of our unconsolidated interest in TRT-DCT Venture II and the disposition of one property in the IDI/DCT, LLC Venture during 2014; and

•	$0.6 million increase in development profit, net of taxes, related to $2.6 million recognized from the completion and sale of three development projects totaling 156,000 square feet during 2015, which was offset by $2.0 million recognized from the sale and completion of two development projects totaling 229,000 square feet during 2014; which was partially offset by

•	$1.6 million decrease in interest and other income (expense) primarily related to a settlement on roof damages on several properties located in our Houston market during 2014; and

•	$1.0 million decrease in gain on business combination related to obtaining control through the purchase of our partner’s 50.0% interest in one property from the IDI/DCT, LLC joint venture during 2014.

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•	$7.0 million increase in depreciation and amortization expense resulting from a $20.9 million increase related to real estate acquisitions, developments placed in service and capital additions; partially offset by $11.5 million related to real estate dispositions and $2.4 million related to same store tenant improvements that were fully amortized during 2015;

•	$5.5 million increase in general and administrative expense due to the following:

•	$3.6 million in severance costs;

•	$2.9 million in increased personnel costs; and

•	$2.6 million increase resulting from criminal fraud and the investigation, see discussion under “Significant Transactions and Activities – Other Events”; which was offset in part by

•	$2.4 million increase in capitalized overhead as a result of increased development, leasing and other capital projects;

•	$1.1 million decrease in pre-acquisition costs due to 17 acquisitions during 2015 compared to 36 acquisitions during 2014; and

•	$0.1 million decrease in professional service costs.

•	$1.0 million increase in income tax expense as a result of increased income from properties within our TRS during 2015; which was partially offset by

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$9.2 million decrease in interest expense as a result of a $6.8 million increase in capitalized interest in 2015 related to increased development activities, the repayment of a $43.3 million mortgage note in November 2014, the repayment of a $40.0 million 5 year private placement note in June 2015, the repayment of a $50.9 million mortgage note in October 2015 and an overall lower weighted average effective interest rate; and

•	$3.3 million decrease in impairment due to $5.6 million recognized on five properties sold or held for sale during 2014 compared to $2.3 million recognized on two properties sold during 2015.

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(1)	Segment assets include all assets comprising operating properties included in a segment, less non-segment cash and cash equivalents, other non-segment assets, and assets held for sale that meet the definition of a discontinued operation. The prior year segment assets are not restated for current year discontinued operations.

(2)	Segment rental revenues include revenue from operating properties and development properties. Properties classified as discontinued operations are not included in these results.

(3)	For the definition of property net operating income, or property NOI, as defined on page 36, and a reconciliation of our property NOI to our reported “Income from continuing operations” see “Notes to Consolidated Financial Statements, Note 14 – Segment Information.”

(1)	Other non-segment assets primarily consist of investments in and advances to unconsolidated joint ventures, deferred loan costs, other receivables, restricted cash and other assets.

•	East Segment assets increased by approximately $42.9 million in 2016 primarily due to four development properties placed into operation, including one building that was shell-complete upon acquisition, and the acquisition of two land parcels since December 31, 2015.

•	East Segment assets increased by approximately $24.6 million in 2015 primarily due to the acquisition of four properties, completion of development or redevelopment on four properties and the acquisition of five land parcels, partially offset by the disposition of 19 properties since December 31, 2014.

•	East Segment property NOI increased approximately $13.6 million for the year ended December 31, 2016 compared to the same period in 2015, primarily as a result of:

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$14.1 million increase in NOI, of which a $14.0 million increase in rental revenues is attributed to the timing of property acquisitions and completion of developments and a $5.6 million increase is attributed to higher rental rates and operating expense recoveries due to increased occupancy in our same store portfolio, offset in part by a $5.5 million decrease in rental revenues due to property dispositions.

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•	$0.5 million decrease in NOI due to increases in operating expenses primarily related to increases in common area maintenance and property management fees, partially offset by a decrease in real estate taxes received during 2016 compared to 2015.

•	East Segment property NOI decreased approximately $1.7 million for the year ended December 31, 2015 compared to the same period in 2014, primarily as a result of:

•	$5.3 million decrease in NOI, of which a $13.8 million decrease in rental revenues is attributed to property dispositions, partially offset by a $5.8 million increase attributed to the timing of property acquisitions and a $2.7 million increase attributed to higher operating expense recoveries and increased occupancy at properties in our same store portfolio; which was partially offset by

•	$3.6 million increase in NOI due to decreases in operating expenses primarily related to lower property taxes and maintenance expense.

•	Central Segment assets increased by approximately $8.7 million in 2016 due to the acquisition of four properties and three land parcels, and nine development and redevelopment properties placed into operation; partially offset by the disposition of 14 properties since December 31, 2015.

•	Central Segment assets increased by approximately $24.7 million in 2015 due to the acquisition of three properties, completion of development on five properties and the acquisition of five land parcels, partially offset by the disposition of 11 properties since December 31, 2014.

•	Central Segment property NOI decreased approximately $1.4 million for the year ended December 31, 2016 compared to the same period in 2015, primarily as a result of:

•	$1.8 million decrease in NOI, of which a $14.8 million decrease in rental revenues is attributed to property dispositions, partially offset by a $12.3 million increase attributed to the timing of property acquisitions and completion of developments, and a $0.7 million increase attributed to higher rental rates in our same store portfolio; which was partially offset by

•	$0.4 million decrease in rental and property tax expenses primarily due to the following:

•	$4.3 million decrease due to property dispositions; which was partially offset by

•	$2.9 million increase due to property acquisitions and completion of developments; and

•	$1.0 million increase in same store expense primarily due to increased real estate taxes.

•	Central Segment property NOI increased approximately $4.8 million for the year ended December 31, 2015 compared to the same period in 2014, primarily as a result of:

•	$2.2 million increase in NOI, of which a $14.8 million increase in rental revenues is attributed to the timing of property acquisitions and the completion of developments, and a $3.1 million increase is attributed to higher operating expense recoveries at properties in our same store portfolio, partially offset by a $15.7 million decrease attributed to property dispositions; and

•	$2.6 million increase in NOI due to decreases in operating expenses primarily related to prior year bad debt expenses and snow removal costs incurred from severe winter storms during 2014.

•	West Segment assets increased by approximately $135.4 million in 2016 due to five development properties placed into operation and the acquisition of four properties and two land parcels; partially offset by the disposition of one property since December 31, 2015.

•	West Segment assets increased by approximately $119.5 million in 2015 due to the acquisition of ten properties, completion of development or redevelopment on seven properties and the acquisition of one land parcel, partially offset by the disposition of one property since December 31, 2014.

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•	West Segment property NOI increased approximately $21.5 million for the year ended December 31, 2016 compared to the same period in 2015, primarily as a result of:

•	$26.0 million increase in NOI, of which an $18.2 million increase in rental revenues is attributed to the timing of property acquisitions and completion of developments, and a $8.0 million increase is attributed to increased rental rates and occupancy in our same store portfolio, offset in part by a $0.2 million decrease due to a property disposition; which was partially offset by

•	$4.5 million decrease in NOI due to a $3.5 million increase in operating expenses primarily due to increased property tax expense driven by the cessation of capitalization on developments placed into operation and property acquisitions, and a $1.1 million increase in same store property taxes and other operating expenses.

•	West Segment property NOI increased approximately $17.3 million for the year ended December 31, 2015 compared to the same period in 2014, primarily as a result of:

•	$21.4 million increase in NOI, of which a $16.7 million increase in rental revenues is attributed to the timing of property acquisitions and the completion of developments, and a $4.7 million increase is attributed to higher operating expense recoveries at properties in our same store portfolio; which was partially offset by

•	$4.1 million decrease in NOI due to decreases in operating expenses attributed to increased property taxes from the completion of developments and real estate acquisitions.

•	Cash flows from operations;

•	Proceeds from dispositions;

•	Borrowings under our senior unsecured revolving credit facility;

•	Other forms of secured or unsecured financings;

•	Offerings of common stock or other securities;

•	Current cash balances; and

•	Distributions from institutional capital management and other joint ventures.

•	$112.0 million decrease in cash inflows from dispositions;

•	$39.0 million increase in cash outflows related to capital expenditures and development activities, as reflected in the table below;

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•	$16.2 million increase in cash outflows related to investments in unconsolidated joint ventures due to increased contributions to our SCLA unconsolidated joint venture to fund the development of two properties during 2016;

•	$8.2 million decrease in cash inflows from distributions of investments in unconsolidated joint ventures primarily related to the distribution of proceeds from the sale of one property in the IDI/DCT, LLC joint venture during 2015;

•	$4.7 million increase in cash outflows related to deferred costs and refundable deposits for acquisitions that have not closed as of December 31, 2016; and

•	$2.6 million increase in cash outflows primarily related to furniture purchases and improvements at our offices during 2016; partially offset by

•	$57.4 million decrease in cash outflows from acquisitions; and

•	$1.6 million increase in cash inflows related to proceeds received from casualty gains primarily related to insurance settlements received from casualty events in our Dallas and Northern California markets during 2016 compared to insurance settlements received for damages in our Houston market caused by a series of storms during 2015.

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•	$107.1 million net increase in cash inflows primarily due to 2.5 million shares of common stock issued during 2016 under our continuous equity offering program; and

•	$51.8 million decrease in cash outflows on mortgage notes as principal payments of $58.6 million in 2015 exceeded principal payments of $6.7 million in 2016; partially offset by

•	$84.0 million decrease in proceeds from senior unsecured notes due to the following:

•	$50.0 million decrease due to the repayment of our senior unsecured fixed rate note in February 2016;

•	$49.0 million decrease due to the repayment of our senior unsecured fixed rate note in August 2016; and

•	$75.0 million decrease due to the early partial paydown of our $100.0 million term loan in 2016; which was partially offset by

•	$50.0 million net increase in cash inflows resulting from the issuance of our $250.0 million fixed rate senior unsecured notes in August 2016 compared to the issuance of our $200.0 million variable rate senior unsecured term loan in December 2015; and

•	$40.0 million repayment of our senior unsecured note in June 2015.

•	$28.0 million decrease in proceeds from our senior unsecured revolving credit facility, as net borrowings of $33.0 million during 2015 exceeded our $5.0 million of net borrowings during 2016; and

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$2.9 million increase in cash outflows attributable to operating partnership unit redemptions, distributions to noncontrolling interest holders, increases in the dividend rate per share declared in October 2015 and November 2016 and additional shares of common stock issued under our continuous equity offering program resulting in an increase in our dividends and distributions paid to common stockholders and unitholders.

•	$176.5 million decrease in cash outflows from acquisitions; partially offset by

•	$47.9 million increase in cash outflows related to capital expenditures and development activities, as reflected in the table below;

•	$40.6 million decrease in cash inflows from dispositions; and

•	$11.4 million decrease in cash inflows from distributions of investments in unconsolidated joint ventures primarily related to the sale of all properties in the TRT-DCT Venture II and one property in the IDI/DCT, LLC Venture during 2014.

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•	$238.6 million decrease in net proceeds from the issuance of common stock primarily due to 7.5 million shares of common stock issued during 2014 under our continuous equity offering program and a public offering with no corresponding activity during 2015;

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$13.7 million increase in cash outflows due to 7.5 million additional shares issued in 2014 under our continuous equity offering program and a public offering in November, operating partnership unit redemptions, distributions to noncontrolling interest holders and an increase in the dividend rate per share declared in October 2015 resulting in an increase in our dividends and distributions paid to common stockholders and unitholders; and

•	$4.5 million decrease primarily due to increased cash outflow for loan costs related to our amended and restated bank unsecured credit facilities and $200.0 million term loan during 2015; which was partially offset by

•	$160.0 million increase in proceeds from senior unsecured notes due to the following:

•	$200.0 million increase in cash inflows resulting from the issuance of our variable rate senior unsecured term loan in December 2015; which was partially offset by

•	$40.0 million decrease due to the repayment of our senior unsecured note in June 2015.

•	$35.0 million increase in proceeds from our senior unsecured revolving credit facility as net borrowings of $33.0 million during 2015 exceeded our $2.0 million of net repayments during 2014; and

•	$1.1 million decrease in cash outflows on mortgage notes as principal payments of $59.6 million in 2014 exceeded principal payments of $58.6 million in 2015.

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(1)	The term loan facilities are presented in “Senior unsecured notes” in our Consolidated Balance Sheets.

(1)

From time-to-time in the normal course of our business, we enter into various contracts with third parties that may obligate us to make payments, such as maintenance agreements at our properties. Such contracts, in the aggregate, do not represent material obligations, are typically short-term and cancellable within 90 days and are not included in the table above. Also, excluded from the total are our estimated construction costs to complete development and redevelopment projects of approximately $160.2 million.

(2)	Variable interest rate payments are estimated based on the LIBOR rate at December 31, 2016.

(3)	Three of our buildings comprising 0.7 million square feet reside on 38 acres of land which is leased from an airport authority.

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ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

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ITEM 9B.	OTHER INFORMATION

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE

ITEM 11.	EXECUTIVE COMPENSATION

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES AND DIRECTOR INDEPENDENCE

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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•	64.7 million square feet comprising 401 consolidated operating properties that were 97.2% occupied;

•	7.8 million square feet comprising 23 unconsolidated properties that were 97.8% occupied and which we operated on behalf of two institutional capital management partners and an unconsolidated joint venture;

•	0.3 million square feet comprising three consolidated properties under redevelopment; and

•	1.2 million square feet comprising four consolidated properties in development.

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•	Four buildings totaling 1.2 million square feet that we completed shell construction on as of December 31, 2016 with cumulative costs of approximately $66.3 million and a projected investment of $78.5 million. These properties are 32.9% occupied based on weighted average square feet; and

•	Ten projects under construction totaling 2.6 million square feet with cumulative costs of approximately $96.7 million and a projected investment of $240.2 million.

•	Three buildings totaling 0.5 million square feet that we completed shell construction on as of December 31, 2015, including one building totaling 0.1 million square feet for which shell construction was complete upon acquisition. As of December 31, 2016, these buildings have been stabilized.

•	Thirteen projects under construction totaling 4.0 million square feet.

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(1)	Although we contributed 100% of the initial cash equity capital required by the venture, after return of certain preferential distributions on capital invested, profits and losses are generally split 50/50.

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(1)	The fair values of our borrowings were estimated using a discounted cash flow methodology. Credit spreads and market interest rates used to determine the fair value of these instruments are based on unobservable Level 3 inputs which management has determined to be its best estimate of current market values.

(2)	The carrying amount of our fixed rate debt includes premiums and discounts and excludes deferred loan costs.

(3)

The fair value of our interest rate swap is determined using the market standard methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows based on an expectation of future interest rates derived from Level 2 observable market interest rate curves. We also incorporate a credit valuation adjustment, which is derived using unobservable Level 3 inputs, to appropriately reflect both our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurement. The asset or liability is included in “Other assets, net” or “Other liabilities,” respectively, in our Consolidated Balance Sheets.

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(1)	Interest rates for fixed rate debt are stated rates. Interest rates for variable rate debt are the interest rate charged as of the last payment in 2016.

(2)	We settled certain derivative instruments related to these notes and the settlement amount of these derivative instruments are amortized to interest expense over the life of the assigned notes.

(3)	Excludes deferred loan costs for line-of-credit arrangements, net of amortization, of approximately $2.2 million and $3.1 million as of December 31, 2016 and 2015, respectively.

(4)	Weighted average interest rates are based upon outstanding balances as of December 31, 2016.

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(1)	The term loan facilities are presented in “Senior unsecured notes” in our Consolidated Balance Sheets.

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(1)	During the years ended December 31, 2016 and 2015, approximately 13,000 and 8,000 LTIP Units were redeemed for approximately $0.5 million and $0.3 million in cash, respectively.

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(1)	Other non-segment assets primarily consist of investments in and advances to unconsolidated joint ventures, deferred loan costs, other receivables and other assets.

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(1)

Property net operating income (“property NOI”) is defined as rental revenues, which includes expense reimbursements, less rental expenses and real estate taxes, and excludes institutional capital management fees, depreciation, amortization, casualty and involuntary conversion gain (loss), impairment, general and administrative expenses, equity in earnings (loss) of unconsolidated joint ventures, interest expense, interest and other income and income tax expense and other taxes. We consider property NOI to be an appropriate supplemental performance measure because property NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the properties such as amortization, depreciation, impairment, interest expense, interest and other income, income tax expense and other taxes and general and administrative expenses. However, property NOI should not be viewed as an alternative measure of our financial performance since it excludes expenses which could materially impact our results of operations. Further, our property NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating property NOI. Therefore, we believe net income, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance.

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(1)	Quarterly amounts for earnings per common share and OP unit may not total to annual amounts due to rounding and changes in the number of weighted common shares and OP units outstanding included in the calculation of diluted common shares and OP units.

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(1)	Included in Building & Improvements are intangible lease assets and construction in progress.

(2)

Generally these reductions in basis include one or more of the following: i) payments received from seller under master lease agreements and pursuant to GAAP, rental and expense recovery payments under master lease agreements are reflected as a reduction of the basis of the underlying property rather than revenues; ii) write-offs of fixed asset balances due to early lease terminations by contracted customers; iii) write-offs of fully amortized lease related intangible assets and improvements; iv) write-offs of fully amortized tenant leasing costs; and v) other miscellaneous basis adjustments.

(3)	As of December 31, 2016, the aggregate cost for federal income tax purposes of investments in real estate was approximately $4.1 billion.

(4)	For properties developed by DCT, development costs capitalized prior to substantial completion of the properties are included in Initial Costs to Company.

(5)	Reconciliation of total debt to consolidated balance sheet caption as of December 31, 2016:

(6)	A summary of activity for real estate and accumulated depreciation for the year ended December 31, 2016 is as follows:

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