ý

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

For the quarterly period ended June 30, 2004

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                         to

Commission File Number: 1-9044

State of Incorporation:

IRS Employer Identification Number:

Indiana

35-1740409

600 East 96^th Street, Suite 100
Indianapolis, Indiana 46240
Telephone:  (317) 808-6000

(Address, including zip code and telephone number, including area code, of principal
executive offices)

Yes

  ý

No

  o

Yes

  ý

No

  o

Part I - Financial Information

Item 1.  Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2004 (Unaudited) and December 31, 2003

Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2004
and 2003

Condensed Consolidated Statements of Cash Flows (Unaudited)  for the six months ended June 30, 2004 and 2003

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the six months ended June 30, 2004

Notes to Condensed Consolidated Financial Statements (Unaudited)

Report of Independent Registered Public Accounting Firm

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4.  Controls and Procedures

Part II - Other Information

Item 1.

Legal Proceedings

Item 2.

Changes in Securities

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6.

Exhibits and Reports on Form 8-K

June 30,
2004

December 31,
2003

(Unaudited)

ASSETS

Real estate investments:

Land and improvements

$

681,905

$

641,544

Buildings and tenant improvements

4,564,660

4,452,624

Construction in progress

89,189

119,441

Investments in unconsolidated companies

290,785

295,837

Land held for development

334,646

314,996

5,961,185

5,824,442

Accumulated depreciation

(741,633

)

(677,357

)

Net real estate investments

5,219,552

5,147,085

Cash and cash equivalents

10,791

12,632

Accounts receivable, net of allowance of $2,014 and $2,430

13,752

16,215

Straight-line rent receivable, net of allowance of $1,240 and $1,240

80,544

71,049

Receivables on construction contracts, including retentions

55,631

44,905

Deferred financing costs, net of accumulated amortization of $9,694 and $10,703

15,501

13,421

Deferred leasing and other costs, net of accumulated amortization of $76,711 and $67,317

173,253

158,562

Escrow deposits and other assets

166,090

97,380

$

5,735,114

$

5,561,249

LIABILITIES AND SHAREHOLDERS’ EQUITY

Indebtedness:

Secured debt

$

187,919

$

208,649

Unsecured notes

1,965,755

1,775,887

Unsecured lines of credit

376,000

351,000

2,529,674

2,335,536

Construction payables and amounts due subcontractors, including retentions

67,729

60,789

Accounts payable

1,042

2,268

Accrued expenses:

Real estate taxes

60,818

52,958

Interest

34,609

33,259

Other

37,835

51,808

Other liabilities

100,681

107,113

Tenant security deposits and prepaid rents

36,899

37,975

Total liabilities

2,869,287

2,681,706

Minority interest

201,936

212,794

Shareholders’ equity:

Preferred shares ($.01 par value); 5,000 shares authorized; 1,565 and 1,898 shares issued and outstanding

457,250

540,508

Common shares ($.01 par value); 250,000 shares authorized; 142,179 and 136,594 shares issued and outstanding

1,422

1,366

Additional paid-in capital

2,523,640

2,379,817

Accumulated other comprehensive income (loss)

(2,465

)

—

Distributions in excess of net income

(315,956

)

(254,942

)

Total shareholders’ equity

2,663,891

2,666,749

$

5,735,114

$

5,561,249

Three Months Ended

Six Months Ended

2004

2003