UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2015

DCT INDUSTRIAL TRUST INC.

DCT INDUSTRIAL OPERATING PARTNERSHIP LP

(Exact name of registrant as specified in its charter)

518 17^th Street, Suite 800

Denver, CO 80202

(Address of principal executive offices)

(303) 597-2400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2015, we issued a press release entitled “DCT INDUSTRIAL TRUST REPORTS THIRD QUARTER 2015 RESULTS” which sets forth disclosure regarding our results of operations for the third quarter ended September 30, 2015. A copy of this press release as well as a copy of the supplemental information referred to in the press release are made available on our website and are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference. This Item 2.02 and the attached exhibits 99.1 and 99.2 are provided under Item 2.02 of Form 8-K and are furnished to, and shall not be deemed to be “filed” with, the Securities and Exchange Commission.

DCT Industrial Trust Inc. will hold its third quarter 2015 earnings conference call on Friday, October 30, 2015 at 11:00 a.m. Eastern time.  You may join the conference call through a live Internet webcast via DCT Industrial’s website at http://www.dctindustrial.com by clicking on the webcast link in the Investors section of the website.  Alternatively, you may join the conference call by telephone by dialing (877) 506-6112 or (412) 902-6686.  If you are unable to join the live conference call, you may access the webcast replay on DCT Industrial’s website until October 30, 2016.  A telephone replay will be available through Monday, November 30, 2015 following the call by dialing (877) 344-7529 or (412) 317-0088 and using the passcode 10073481.  Please note that the full text of the press release and supplemental schedules are available through DCT Industrial’s website at http://www.dctindustrial.com.  The information contained on DCT Industrial’s website is not incorporated by reference herein.

Set forth below are several non-GAAP financial measures that are included in the attached press release together with the most directly comparable GAAP financial measure.

For the three months ended September 30, 2015, Net Income Attributable to Common Stockholders was $8.5 million, or $0.09 per diluted common share.  In our press release referred to above, we disclose Funds From Operations, or FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), as adjusted, to be $46.9 million, or $0.50 per diluted common share and unit for the three months ended September 30, 2015.  For the three months ended September 30, 2014, Net Income Attributable to Common Stockholders was $12.4 million, or $0.15 per diluted common share.  For the three months ended September 30, 2014, FFO, as adjusted, was $43.7 million, or $0.49 per diluted common share and unit.  

For the three months ended September 30, 2015, Income From Continuing Operations was $9.1 million. In our press release referred to above, we disclose our net operating income, or NOI, to be $65.1 million for the same period in 2015. For the three months ended September 30, 2014, Income From Continuing Operations was $12.9 million. In our press release referred to above, we disclose our NOI to be $61.3 million for the same period in 2014.

For the three months ended September 30, 2015, our Income From Continuing Operations decreased $3.8 million from income of $12.9 million for the three months ended September 30, 2014 to income of $9.1 million for the same period in 2015. In our press release referred to above, we disclose that our same store NOI, excluding lease termination fees, for the three months ended September 30, 2015 increased 5.0% compared to the same period in 2014 and increased 8.4% on a cash-adjusted basis.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

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SIGNATURES

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

3

FOR IMMEDIATE RELEASE:

Exhibit 99.1

DCT INDUSTRIAL TRUST® REPORTS THIRD QUARTER 2015 RESULTS

FFO of $0.50 per Share

Same-Store NOI Growth of 8.4 Percent on a Cash Basis and 5.0 Percent on a GAAP Basis

Rent Growth of 18.8 Percent on a GAAP Basis and 2.2 Percent on a Cash Basis

Leased 2.2 Million Square Feet of Development in Q3; Signed an Additional 1.4 Million Square Feet in October Bringing Pipeline to 80.7 Percent Leased

Commenced Construction on 2.5 Million Square Feet of Development since June 30

DENVER, October 29, 2015 – DCT Industrial Trust® (NYSE: DCT), a leading industrial real estate company, today announced financial results for the quarter ending September 30, 2015.

“DCT delivered a strong third quarter across all aspects of our business. Importantly, we are creating value through our development leasing momentum, which continues to perform ahead of plan,” said Phil Hawkins, Chief Executive Officer for DCT Industrial. “Since June 30, we have leased 3.6 million square feet in our development pipeline bringing it to 80.7 percent leased. We also commenced construction on 2.5 million square feet, 81.3 percent of which is pre-leased.”

Funds from operations, as adjusted, attributable to common stockholders and unitholders (“FFO”) for Q3 2015 totaled $46.9 million, or $0.50 per diluted share, compared with $43.7 million, or $0.49 per diluted share, for Q3 2014, an increase of 2.0 percent per diluted share. These results exclude $0.5 million and $0.7 million of acquisition costs for the quarters ending September 30, 2015 and 2014, respectively.

FFO for the nine months ending September 30, 2015 totaled $136.8 million, or $1.47 per diluted share, compared with $124.2 million or $1.42 per diluted share, for the same period in 2014, an increase of 3.5 percent per diluted share. These results exclude $1.9 million and $2.1 million of acquisition costs for the nine months ending September 30, 2015 and 2014, respectively.

Net income attributable to common stockholders for Q3 2015 was $8.5 million, or $0.09 per diluted share, compared with net income of $12.4 million, or $0.15 per diluted share, for Q3 2014. Net income attributable to common stockholders for the nine months ending September 30, 2015 was $55.5 million, or $0.62 per diluted share, compared with net income of $19.5 million, or $0.23 per diluted share, for the nine months ending September 30, 2014.

Property Results and Leasing Activity

As of September 30, 2015, DCT Industrial owned 405 consolidated operating properties, totaling 62.0 million square feet, with occupancy of 94.5 percent, a decrease of 60 basis points over Q2 2015 and an increase of 100 basis points over Q3 2014. On a same portfolio basis, the impact of acquisitions and placing developments into operations brought occupancy down 10 basis points. Approximately 2.4

million square feet, or 3.6 percent of DCT Industrial’s total consolidated portfolio, was leased but not occupied at September 30, 2015.

In Q3 2015, the Company signed leases totaling 5.1 million square feet with rental rates increasing 18.8 percent on a GAAP basis and 2.2 percent on a cash basis, compared with the corresponding expiring leases. Over the previous four quarters, rental rates on signed leases increased 13.9 percent on a GAAP basis and 3.2 percent on a cash basis. The Company’s tenant retention rate was 70.0 percent in Q3 2015. 

Net operating income (“NOI”) was $65.1 million in Q3 2015, compared with $61.3 million in Q3 2014. In Q3 2015, same-store NOI, excluding revenue from lease terminations, increased 8.4 percent on a cash basis and 5.0 percent on a GAAP basis, when compared with Q3 2014. Same-store occupancy averaged 94.8 percent in Q3 2015, an increase of 110 basis points over Q3 2014. Same-store occupancy as of September 30, 2015 was 95.0 percent.

Investment Activity

Acquisitions

Since June 30, 2015, DCT Industrial acquired two buildings for $7.9 million. Totaling 109,000 square feet, these buildings were 100 percent occupied at the time of closing. The Company expects a year-one weighted-average cash yield of 5.9 percent on the acquired assets.

The table below summarizes acquisitions since June 30, 2015:

¹ Anticipated yield represents year-one cash yield.

Development

As previously announced, DCT Industrial signed development leases totaling 2.2 million square feet in Q3 2015. In October 2015, the Company signed an additional 1.4 million square feet, bringing the development pipeline to 80.7 percent leased.

Development leases executed since DCT Industrial’s October 5, 2015 press release:

Additional development highlights include:

Commenced construction on:

Acquired:

Dispositions

Since June 30, 2015, DCT Industrial sold two buildings totaling 590,000 square feet. These transactions generated total gross proceeds of $15.1 million¹ and have an expected year-one weighted-average cash yield of 6.2 percent.

The table below summarizes dispositions since June 30, 2015:

¹ Includes DCT Industrial’s proportionate share of gross proceeds for property sold by an unconsolidated joint venture.

² Unconsolidated property.

Capital Markets

In October 2015, DCT Industrial agreed to terms and received commitments for a $200 million, seven-year senior unsecured term loan with a syndicate of banks. The LIBOR based facility is expected to be swapped to fixed for the entire term with an expected all-in interest rate of between 3.35 percent and 3.50 percent. The facility is expected to close in November 2015. The proceeds will be used to pay down our revolving line of credit, retire maturing mortgage debt and for general corporate purposes.

In October 2015, Standard & Poor’s Ratings Services revised its outlook on DCT Industrial to positive from stable and affirmed its BBB- corporate and issue-level ratings.

Guidance

The Company raised and narrowed 2015 FFO guidance, as adjusted, to $1.94 to $1.98 per diluted share, up from $1.90 to $1.98 per diluted share. Additionally, net income attributable to common stockholders is expected to be between $0.67 and $0.72 per diluted share, up from $0.61 and $0.69 per diluted share.

DCT Industrial’s guidance for 2015 includes the following assumptions:

The Company’s FFO guidance excludes acquisition costs.

Conference Call Information

DCT Industrial will host a conference call to discuss Q3 2015 results on Friday, October 30, 2015 at 11:00 a.m. Eastern Time. Stockholders and interested parties may listen to a live broadcast of the conference call by dialing (877) 506-6112 or (412) 902-6686. A telephone replay will be available through Monday, November 30, 2015 and can be accessed by dialing (877) 344-7529 or (412) 317-0088 and entering the passcode 10073481. A live webcast of the conference call will be available in the Investors section of the DCT Industrial website at www.dctindustrial.com. A webcast replay will also be available shortly following the call until October 30, 2016.  

Supplemental information is available in the Investors section of the Company’s website at www.dctindustrial.com or by e-mail request at investorrelations@dctindustrial.com. Interested parties may also obtain supplemental information from the SEC’s website at www.sec.gov.

About DCT Industrial Trust®

DCT Industrial is a leading industrial real estate company specializing in the acquisition, development, leasing and management of bulk distribution and light industrial properties in high-volume distribution markets in the U.S.  As of September 30, 2015, the Company owned interests in approximately 73.3 million square feet of properties leased to approximately 900 customers. DCT Industrial maintains a Baa2 rating from Moody’s Investors Service and a BBB- from Standard & Poor’s Rating Services. Additional information is available at www.dctindustrial.com.

Click here to subscribe to Mobile Alerts for DCT Industrial.

CONTACT:

Melissa Sachs

DCT Industrial Trust

303-597-2400

investorrelations@dctindustrial.com

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DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share information)

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited, in thousands, except per share information)

Reconciliation of Net Income Attributable to Common Stockholders to Funds from Operations

(unaudited, in thousands, except per share and unit data)

Guidance

The Company is providing the following guidance:

The following table shows the calculation of our Fixed Charge Coverage for the three and nine months ended September 30, 2015 and 2014 (in thousands):

(1)    Includes amounts related to discontinued operations, when applicable.

The following table is a reconciliation of our reported income from continuing operations to our net operating income for the three and nine months ended September 30, 2015 and 2014 (in thousands):

Financial Measures

Net operating income (“NOI”) is defined as rental revenues, including expense reimbursements, less rental expenses and real estate taxes, which excludes institutional capital management fees, depreciation, amortization, casualty gains, 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 NOI to be an appropriate supplemental performance measure because it 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 depreciation, amortization, impairment, general and administrative expenses, interest income and interest expense.  Additionally, lease termination revenue is excluded as it is not considered to be indicative of recurring operating income.  However those measures should not be viewed as alternative measures of our financial performance since they exclude expenses which could materially impact our results of operations.  Further, our NOI may not be comparable to that of other real estate companies, as they may use different methodologies for calculating NOI, same store NOI (excluding revenue from lease terminations), and cash basis same store NOI (excluding revenue from lease terminations).  Therefore, we believe net income (loss) attributable to common stockholders, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance.

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 pro rata 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 excluding acquisition costs, debt modification costs and impairment losses on properties which are not depreciable.  We believe that FFO excluding 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.

DCT Industrial calculates our fixed charge coverage calculation based on adjusted EBITDA, which represents net income (loss) attributable to DCT common stockholders before interest, taxes, depreciation, amortization, stock-based compensation expense, noncontrolling interest, impairment losses, and proportionate share of interest, depreciation and amortization from unconsolidated joint ventures, and excludes non-FFO gains and losses on disposed assets and business combinations.  We use adjusted EBITDA to measure our operating performance and to provide investors relevant and useful information because it allows fixed income investors to view income from our operations on an unleveraged basis before the effects of non-cash items, such as depreciation and amortization and stock-based compensation expense, and irregular items, such as non-FFO gains or losses from the dispositions of real estate, impairment losses and gains and losses on business combinations.  

Forward-Looking Statements

We make statements in this report that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions and includes statements regarding our anticipated yields.  We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions.  These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made.  Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved.  Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation: 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 of our Form 10-K filed with the SEC and updated on Form 10-Q entitled “Risk Factors.” In addition, our current and continuing qualification as a real estate investment trust, or REIT, involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, or the Code, and depends on our ability to meet the various requirements imposed by the Code through actual operating results, distribution levels and diversity of stock ownership.  We assume no obligation to update publicly any forward looking statements, whether as a result of new information, future events or otherwise.

Exhibit 99.2

Forward Looking Statement

We make statements in this report that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are usually identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions and includes statements regarding our anticipated yields.  We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe harbor provisions.  These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made.  Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved.  Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation:

In addition, our current and continuing qualification as a real estate investment trust, or REIT, involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, or the Code, and depends on our ability to meet the various requirements imposed by the Code through actual operating results, distribution levels and diversity of stock ownership.

Top 10 Markets⁽⁴⁾

Consolidated Operating Properties