FR-2014.12.31-10K
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _______________________________
Form 10-K
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
¨
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 1-13102
  _______________________________
FIRST INDUSTRIAL REALTY TRUST, INC.
(Exact name of Registrant as specified in its Charter)
 
Maryland
 
36-3935116
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
311 S. Wacker Drive,
Suite 3900, Chicago, Illinois
 
60606
(Address of principal executive offices)
 
(Zip Code)
(312) 344-4300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock
(Title of Class)
New York Stock Exchange
(Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
 _______________________________ 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
þ
 
 
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
 
 
Non-accelerated filer
 
¨
 
(Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ
The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant was approximately $2,041.5 million based on the closing price on the New York Stock Exchange for such stock on June 30, 2014.
At February 24, 2015, 110,717,829 shares of the Registrant’s Common Stock, $0.01 par value, were outstanding.
  _______________________________
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference to the Registrant’s definitive proxy statement expected to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year.
 




Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
TABLE OF CONTENTS
 
 
 
Page
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Item 1A.
Item 1B.
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Item 7.
Item 7A.
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This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). We intend for such statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on certain assumptions and describe future plans, strategies and expectations of the Company. Although we believe the expectations reflected in forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that results will not materially differ. Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities; our ability to qualify and maintain our status as a real estate investment trust; the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land) in the Company’s current and potential market areas; difficulties in identifying and consummating acquisitions and dispositions; our ability to manage the integration of properties we acquire; risks related to our investments in properties through joint ventures; environmental liabilities; delays in development or lease-up schedules; tenant creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to real estate investment trusts; and those additional factors described in Item 1A, "Risk Factors" and elsewhere in this report and in the Company's other Exchange Act reports. We caution you not to place undue reliance on forward-looking statements, which reflect our outlook only and speak only as of the date of this report. We assume no obligation to update or supplement forward-looking statements. Unless the context otherwise requires, the terms "Company," "we," "us" and "our" refer to First Industrial Realty Trust, Inc., First Industrial, L.P. and their respective controlled subsidiaries. We refer to our operating partnership, First Industrial, L.P., as the "Operating Partnership."


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PART I
THE COMPANY
 
Item  1.
Business
General
First Industrial Realty Trust, Inc. is a Maryland corporation organized on August 10, 1993, and is a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). We are a self-administered and fully integrated real estate company which owns, manages, acquires, sells, develops, and redevelops industrial real estate. As of December 31, 2014, our in-service portfolio consisted of 285 light industrial properties, 90 R&D/flex properties, 160 bulk warehouse properties and 99 regional warehouse properties containing approximately 62.4 million square feet of gross leasable area ("GLA") located in 25 states. Our in-service portfolio includes all properties other than developed, redeveloped and acquired properties that have not yet reached stabilized occupancy (generally defined as properties that are 90% leased). Properties which are at least 75% occupied at acquisition are placed in-service. Acquired properties less than 75% occupied are placed in-service upon the earlier of reaching 90% occupancy or one year from the acquisition date. Development properties are placed in-service upon the earlier of reaching 90% occupancy or one year from the date construction is completed. Redevelopments (generally projects which require capital expenditures exceeding 25% of the undepreciated gross book basis of the property) are placed in-service upon the earlier of reaching 90% occupancy or one year from the completion of renovation construction.
Our interests in our properties and land parcels are held through partnerships, corporations, and limited liability companies controlled, directly or indirectly, by the Company, including the Operating Partnership, of which First Industrial Realty Trust, Inc is the sole general partner with an approximate 96.2% and 96.0% ownership interest at December 31, 2014 and 2013, respectively, and through its taxable REIT subsidiaries. We also conduct operations through other partnerships (the "Other Real Estate Partnerships") and limited liability companies, the operating data of which, together with that of the Operating Partnership and the taxable REIT subsidiaries, is consolidated with that of the Company as presented herein. First Industrial Realty Trust, Inc. does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partners of the Other Real Estate Partnerships.
We also own noncontrolling equity interests in, and provide services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture"; collectively, the "Joint Ventures"). At December 31, 2014, the 2003 Net Lease Joint Venture owned one industrial property comprising approximately 0.8 million square feet of GLA and the 2007 Europe Joint Venture did not own any properties. The Joint Ventures are accounted for under the equity method of accounting. Accordingly, the operating data of our Joint Ventures is not consolidated with that of the Company as presented herein.
We utilize an operating approach which combines the effectiveness of decentralized, locally based property management, acquisition, sales and development functions with the cost efficiencies of centralized acquisition, sales and development support, capital markets expertise, asset management and fiscal control systems. At December 31, 2014, we had 173 employees.
We maintain a website at www.firstindustrial.com. Information on this website shall not constitute part of this Form 10-K. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available without charge on our website as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission (the "SEC"). You may also read and copy any document filed at the public reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the SEC’s Interactive Data Electronic Application via the SEC's home page on the Internet (http://www.sec.gov). In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter and Nominating/Corporate Governance Committee Charter, along with supplemental financial and operating information prepared by us, are all available without charge on our website or upon request to us. Amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers or directors will also be posted to our website. We also post or otherwise make available on our website from time to time other information that may be of interest to our investors. Please direct requests as follows:
First Industrial Realty Trust, Inc.
311 S. Wacker Drive, Suite 3900
Chicago, IL 60606
Attention: Investor Relations


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Business Objectives and Growth Plans
Our fundamental business objective is to maximize the total return to our stockholders through per share distributions and increases in the value of our properties and operations. Our long-term business growth plans include the following elements:
Internal Growth. We seek to grow internally by (i) increasing revenues by renewing or re-leasing spaces subject to expiring leases at higher rental levels; (ii) increasing occupancy levels at properties where vacancies exist and maintaining occupancy elsewhere; (iii) controlling and minimizing property operating and general and administrative expenses; and (iv) renovating existing properties.
External Growth. We seek to grow externally through (i) the development of industrial properties; (ii) the acquisition of portfolios of industrial properties or individual properties which meet our investment parameters within our target markets; (iii) the expansion of our properties; and (iv) possible additional joint venture investments.
Portfolio Enhancement. We continually seek to upgrade our overall portfolio via new investments as well as through the sale of select assets that we believe do not exhibit favorable characteristics for long-term income growth.
Our ability to pursue our long-term growth plans is affected by market conditions and our financial condition and operating capabilities.
Business Strategies
We utilize the following six strategies in connection with the operation of our business:
Organizational Strategy. We implement our decentralized property operations strategy through the deployment of experienced regional management teams and local property managers. We provide acquisition, development and financing assistance, asset management oversight and financial reporting functions from our headquarters in Chicago, Illinois to support our regional operations. We believe the size of our portfolio enables us to realize operating efficiencies by spreading overhead among many properties and by negotiating purchasing discounts.
Market Strategy. Our market strategy is to concentrate on the top industrial real estate markets in the United States. These markets have one or more of the following characteristics: (i) favorable industrial real estate fundamentals, including improving industrial demand and constrained supply that can lead to long-term rent growth; (ii) warehouse distribution markets with favorable economic and business environments that should benefit from increases in distribution activity driven by growth in global trade and local consumption; and (iii) sufficient size to provide ample opportunity for growth through incremental investments as well as offer asset liquidity.
Leasing and Marketing Strategy. We have an operational management strategy designed to enhance tenant satisfaction and portfolio performance. We pursue an active leasing strategy, which includes broadly marketing available space, seeking to renew existing leases at higher rents per square foot and seeking leases which provide for the pass-through of property-related expenses to the tenant. We also have local and national marketing programs which focus on the business and real estate brokerage communities and national tenants.
Acquisition/Development Strategy. Our acquisition/development strategy is to invest in industrial properties in the top industrial real estate markets in the United States.
Disposition Strategy. We continuously evaluate local market conditions and property-related factors in all of our markets for purposes of identifying assets suitable for disposition.
Financing Strategy. To finance acquisitions, developments and debt maturities, as market conditions permit, we may utilize a portion of proceeds from property sales, unsecured debt offerings, term loans, mortgage financings and line of credit borrowings under our $625.0 million unsecured credit facility (the "Unsecured Credit Facility"), and proceeds from the issuance, when and as warranted, of additional equity securities. As of February 24, 2015, we had approximately $418.0 million available for additional borrowings under the Unsecured Credit Facility.

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Recent Developments
During the year ended December 31, 2014, we acquired eight industrial properties comprising approximately 1.1 million square feet of GLA and several land parcels for an aggregate purchase price of approximately $95.7 million, excluding costs incurred in conjunction with the acquisitions. Additionally, we placed in-service five developments totaling approximately 1.6 million square feet of GLA for a total cost of approximately $115.2 million. We also sold 29 industrial properties comprising approximately 2.0 million square feet of GLA and several land parcels for total gross sales proceeds of $102.6 million. At December 31, 2014, we owned 634 in-service industrial properties containing approximately 62.4 million square feet of GLA.
During the year ended December 31, 2014, we entered into a seven-year, $200.0 million unsecured loan (the "Unsecured Term Loan") with a syndicate of financial institutions. The Unsecured Term Loan requires interest only payments and bears interest at a variable rate based on LIBOR, as defined in the loan agreement, plus a specified spread based on our leverage ratio or credit ratings. We also entered into four interest rate protection agreements, with an aggregate notional value of $200.0 million, to effectively convert the variable rate to a fixed rate.
During the year ended December 31, 2014, we paid off and retired our 6.420% Notes due 2014 (the "2014 Notes"), at maturity, in the amount of $81.8 million and paid off and retired prior to maturity mortgage loans payable in the amount of $65.6 million. We recognized a loss from retirement of debt on our Consolidated Statement of Operations of $0.7 million.
During the year ended December 31, 2014, we redeemed all 50,000 Depositary Shares, each representing 1/100th of a share of our Series F Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series F Preferred Stock"), at a redemption price of $1,000.00 per Depositary Share. We also redeemed all 25,000 Depositary Shares, each representing 1/100th of a share of our 7.236% Series G Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series G Preferred Stock"), at a redemption price of $1,000.00 per Depositary Share.
Future Property Acquisitions, Developments and Property Sales
We have acquisition and development programs through which we seek to identify portfolio and individual industrial property acquisitions and developments. We also sell properties based on market conditions and property related factors. As a result, we are currently engaged in negotiations relating to the possible acquisition, development or sale of certain industrial properties in our portfolio.
When evaluating potential industrial property acquisitions and developments, as well as potential industrial property sales, we will consider such factors as: (i) the geographic area and type of property; (ii) the location, construction quality, condition and design of the property; (iii) the terms of tenant leases, including the potential for rent increases; (iv) the potential for economic growth and the general business, tax and regulatory environment of the area in which the property is located; (v) the occupancy and demand by tenants for properties of a similar type in the vicinity; (vi) competition from existing properties and the potential for the construction of new properties in the area; (vii) the potential for capital appreciation of the property; (viii) the ability to improve the property’s performance through renovation; and (ix) the potential for expansion of the physical layout of the property and/or the number of sites.
INDUSTRY
Industrial properties are typically used for the design, assembly, packaging, storage and distribution of goods and/or the provision of services. As a result, the demand for industrial space in the United States is related to the level of economic output. Accordingly, the competition we face to lease our existing properties and acquire new properties varies with the level of economic output.

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Item  1A.
Risk Factors
Our operations involve various risks that could adversely affect our financial condition, results of operations, cash flow, ability to pay distributions and the market price of our common stock. These risks, among others contained in our other filings with the SEC, include:
Disruptions in the financial markets could affect our ability to obtain financing and may negatively impact our liquidity, financial condition and operating results.
From time to time, the capital and credit markets in the United States and other countries experience significant price volatility, dislocations and liquidity disruptions, which can cause the market prices of many securities and the spreads on prospective debt financings to fluctuate substantially. These circumstances can materially impact liquidity in the financial markets, making terms for certain financings less attractive, and in some cases result in the unavailability of financing. A significant amount of our existing indebtedness was issued through capital markets transactions. We anticipate that the capital markets could be a source of refinancing of our existing indebtedness in the future. This source of refinancing may not be available if volatility in or disruption of the capital markets occurs. Furthermore, we could potentially lose access to available liquidity under our Unsecured Credit Facility if one or more participating lenders were to default on their commitments. If our ability to issue additional debt or equity securities or to borrow money under our Unsecured Credit Facility were to be impaired by volatility in or disruption of the capital markets, it could have a material adverse effect on our liquidity and financial condition.
In addition, price volatility in the capital and credit markets could make the valuation of our properties more difficult. There may be significant uncertainty in the valuation, or in the stability of the value, of our properties that could result in a substantial decrease in the value of our properties. As a result, we may not be able to recover the carrying amount of our properties, which may require us to recognize an impairment loss in earnings.
Real estate investments fluctuate in value depending on conditions in the general economy and the real estate industry. These conditions may limit our revenues and available cash.
The factors that affect the value of our real estate and the revenues we derive from our properties include, among other things:
general economic conditions;
local, regional, national and international economic conditions and other events and occurrences that affect the markets in which we own properties;
local conditions such as oversupply or a reduction in demand in an area;
increasing labor and material costs;
the ability to collect on a timely basis all rents from tenants;
changes in tenant operations, real estate needs and credit;
changes in interest rates and in the availability, cost and terms of mortgage funding;
zoning or other regulatory restrictions;
competition from other available real estate;
operating costs, including maintenance, insurance premiums and real estate taxes; and
other factors that are beyond our control.
Our investments in real estate assets are concentrated in the industrial sector, and the demand for industrial space in the United States is related to the level of economic output. Accordingly, reduced economic output may lead to lower occupancy rates for our properties. In addition, if any of our tenants experiences a downturn in its business that weakens its financial condition, delays lease commencement, fails to make rental payments when due, becomes insolvent or declares bankruptcy, the result could be a termination of the tenant’s lease, which could adversely affect our cash flow from operations. These factors may be amplified by a disruption of financial markets.

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Many real estate costs are fixed, even if income from properties decreases.
Our financial results depend on leasing space to tenants on terms favorable to us. Our income and funds available for distribution to our stockholders will decrease if a significant number of our tenants cannot pay their rent or we are unable to lease properties on favorable terms. In addition, if a tenant does not pay its rent, we may not be able to enforce our rights as landlord without delays and we may incur substantial legal costs. Costs associated with real property, such as real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the property.
We may be unable to acquire properties on advantageous terms or acquisitions may not perform as we expect.
We have routinely acquired properties from third parties as conditions warrant and, as part of our business, we intend to continue to do so. The acquisition of properties entails various risks, including risks that our investments may not perform as expected and that our cost estimates for bringing an acquired property up to market standards may prove inaccurate. Further, we face significant competition for attractive investment opportunities from other well-capitalized real estate investors, including publicly-traded REITs and private investors. This competition increases as investments in real estate become attractive relative to other forms of investment. As a result of competition, we may be unable to acquire additional properties and purchase prices may increase. In addition, we expect to finance future acquisitions through a combination of borrowings under the Unsecured Credit Facility, proceeds from equity or debt offerings and debt originations by the Company and proceeds from property sales, which may not be available and which could adversely affect our cash flow. Any of the above risks could adversely affect our financial condition, results of operations, cash flow and ability to pay dividends on, and the market value of, our common stock.
We may obtain only limited warranties when we purchase a property and would have only limited recourse in the event our due diligence did not identify any issues that lower the value of our property.
The seller of a property often sells such property in its "as is" condition on a "where is" basis and "with all faults," without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose some or all of our invested capital in the property as well as the loss of rental income from that property.

We may be unable to sell properties when appropriate or at all because real estate investments are not as liquid as certain other types of assets.
Real estate investments generally cannot be sold quickly, which could limit our ability to adjust our property portfolio in response to changes in economic conditions or in the performance of the portfolio. This could adversely affect our financial condition and our ability to service debt and make distributions to our stockholders. In addition, like other companies qualifying as REITs under the Code, our ability to sell assets may be restricted by tax laws that potentially result in punitive taxation on asset sales that fail to meet certain safe harbor rules or other criteria established under case law.
We may be unable to sell properties on advantageous terms.
We have routinely sold properties to third parties as conditions warrant and, as part of our business, we intend to continue to do so. However, our ability to sell properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers. If we are unable to sell properties on favorable terms or to redeploy the proceeds in accordance with our business strategy, then our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock could be adversely affected. Further, if we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect our operations and financial condition.

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We may be unable to complete development and re-development projects on advantageous terms.
As part of our business, we develop new properties and re-develop existing properties as conditions warrant. This part of our business involves significant risks, including the following:
we may not be able to obtain financing for these projects on favorable terms;
we may not complete construction on schedule or within budget;
we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations;
contractor and subcontractor disputes, strikes, labor disputes or supply chain disruptions may occur; and
properties may perform below anticipated levels, producing cash flow below budgeted amounts, which may result in us paying too much for a property, cause the property to not be profitable and limit our ability to sell such properties to third parties.
To the extent these risks result in increased debt service expense, construction costs and delays in budgeted leasing, they could adversely affect our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock.
We may be unable to renew leases or find other lessees.
We are subject to the risks that, upon expiration, leases may not be renewed, the space subject to such leases may not be relet or the terms of renewal or reletting, including the cost of required renovations, may be less favorable than the expiring lease terms. If we were unable to promptly renew a significant number of expiring leases or to promptly relet the spaces covered by such leases, or if the rental rates upon renewal or reletting were significantly lower than the current rates, our financial condition, results of operation, cash flow and ability to pay dividends on, and the market price of, our common stock could be adversely affected.

We might fail to qualify as a REIT under existing laws and/or federal income tax laws could change.
We intend to operate so as to qualify as a REIT under the Code, and we believe that we are organized and will operate in a manner that allows us to continue to do so. However, qualification as a REIT involves the satisfaction of numerous requirements, some of which must be met on a recurring basis. These requirements are established under highly technical and complex Code provisions. There are only limited judicial and administrative interpretations of these provisions, and they involve the determination of various factual matters and circumstances not entirely within our control.
If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax at corporate rates, including any applicable alternative minimum tax. This could result in a discontinuation or substantial reduction in dividends to stockholders and could reduce the cash available to pay interest and principal on debt securities that we issue. Unless entitled to relief under certain statutory provisions, we would be disqualified from electing treatment as a REIT for the four taxable years following the year during which we failed to qualify. Additionally, since the Internal Revenue Service ("IRS"), the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal laws, regulations, interpretations or rulings will be adopted. Any such legislative action may prospectively or retroactively modify our tax treatment and therefore, may adversely affect taxation of us and/or our stockholders.
Certain property transfers may generate prohibited transaction income, resulting in a penalty tax on the gain attributable to the transaction.
As part of our business, we sell properties to third parties as opportunities arise. Under the Code, a 100% penalty tax could be assessed on the tax gain recognized from sales of properties that are deemed to be prohibited transactions. The question of what constitutes a prohibited transaction is based on the facts and circumstances surrounding each transaction. The IRS could contend that certain sales of properties by us are prohibited transactions. While we have implemented controls to avoid prohibited transactions, if a dispute were to arise that was successfully argued by the IRS, the 100% penalty tax could be assessed against our profits from these transactions. In addition, any income from a prohibited transaction may adversely affect our ability to satisfy the income tests for qualification as a REIT.

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The REIT distribution requirements may limit our ability to retain capital and require us to turn to external financing sources.
As a REIT, we must distribute to our stockholders at least 90% of our taxable income each year. We could, in certain instances, have taxable income without sufficient cash to enable us to meet this requirement. In that situation, we could be required to borrow funds or sell properties on adverse terms in order to do so. The distribution requirement could also limit our ability to accumulate capital to provide capital resources for our ongoing business, and to satisfy our debt repayment obligations and other liquidity needs, we may be more dependent on outside sources of financing, such as debt financing or issuances of additional capital stock, which may or may not be available on favorable terms. Additional debt financings may substantially increase our leverage and additional equity offerings may result in substantial dilution of stockholders’ interests.
Failure to hedge effectively against interest rate changes may adversely affect our results of operations.
Subject to maintaining our qualification as a REIT, we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest cap agreements and interest rate swap agreements. These agreements may fail to protect or could adversely affect us because, among other things:
interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;
available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;
the duration of the hedge may not match the duration of the related liability;
the amount of income that a REIT may earn from hedging transactions (other than through taxable REIT subsidiaries) is limited by U.S. federal tax provisions governing REITs;
the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;
the party owing money in the hedging transaction may default on its obligation to pay;
we could incur significant costs associated with the settlement of the agreements;
the underlying transactions could fail to qualify as highly-effective cash flow hedges under generally accepted accounting practices; and
a court could rule that such an agreement is not legally enforceable.
We have adopted a practice relating to the use of derivative financial instruments to hedge interest rate risks related to our borrowings. This practice requires our Board of Directors to authorize our use of derivative financial instruments to manage the interest rates on our variable rate borrowings. Our practice is that we do not use derivatives for speculative or trading purposes and intend only to enter into contracts with major financial institutions based on their credit rating and other factors, but our Board of Directors may choose to change these practices in the future. Hedging may reduce the overall returns on our investments, which could reduce our cash available for distribution to our stockholders. Failure to hedge effectively against interest rate changes may materially adversely affect our financial condition, results of operations and cash flow.
Debt financing, the degree of leverage and rising interest rates could reduce our cash flow.
We use debt to increase the rate of return to our stockholders and to allow us to make more investments than we otherwise could. Our use of leverage presents an additional element of risk in the event that the cash flow from our properties is insufficient to meet both debt payment obligations and the distribution requirements of the REIT provisions of the Code. In addition, rising interest rates would reduce our cash flow by increasing the amount of interest due on our floating rate debt and on our fixed rate debt as it matures and is refinanced. Our organizational documents do not contain any limitation on the amount or percentage of indebtedness we may incur.
Failure to comply with covenants in our debt agreements could adversely affect our financial condition.
The terms of our agreements governing our indebtedness require that we comply with a number of financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. Complying with such covenants may limit our operational flexibility. Our failure to comply with these covenants could cause a default under the applicable debt agreement even if we have satisfied our payment obligations. Consistent with our prior practice, we will continue to interpret and certify our performance under these covenants in a good faith manner that we deem reasonable and appropriate. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by the noteholders or lenders in a manner that could impose and cause us to incur material costs. Our ability to meet our financial covenants may be adversely affected if economic and credit market conditions limit our ability to reduce our debt

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levels consistent with, or result in net operating income below, our current expectations. Under our Unsecured Credit Facility, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred that could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreement.

Upon the occurrence of an event of default, we would be subject to higher finance costs and fees, and the lenders under our Unsecured Credit Facility will not be required to lend any additional amounts to us. In addition, our indebtedness, together with accrued and unpaid interest and fees, could be accelerated and declared to be immediately due and payable. Furthermore, our Unsecured Credit Facility, our Unsecured Term Loan and the indentures governing our senior unsecured notes contain certain cross-default provisions that may be triggered in the event that our other material indebtedness is in default. These cross-default provisions may require us to repay or restructure our Unsecured Credit Facility, our Unsecured Term Loan or our senior unsecured notes, depending on which is in default, and such restructuring could adversely affect our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our stock. If repayment of any of our indebtedness is accelerated, we cannot provide assurance that we would be able to borrow sufficient funds to refinance such indebtedness or that we would be able to sell sufficient assets to repay such indebtedness. Even if we were able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us.
Cross-collateralization of mortgage loans could result in foreclosure on a significant portion of our properties if we are unable to service its indebtedness.
Certain of our mortgages were issued on a cross-collateralized basis. Cross-collateralization makes all of the subject properties available to the lender in order to satisfy the debt. To the extent indebtedness is cross-collateralized, lenders may seek to foreclose upon properties that do not comprise the primary collateral for a loan, which may, in turn, result in acceleration of other indebtedness collateralized by such properties. Foreclosure of properties would result in a loss of income and asset value to us, making it difficult for us to meet both debt payment obligations and the distribution requirements of the REIT provisions of the Code.
We may have to make lump-sum payments on its existing indebtedness.
We are required to make lump-sum or "balloon" payments under the terms of some of our indebtedness. Our ability to make required payments of principal on outstanding indebtedness, whether at maturity or otherwise, may depend on our ability to refinance the applicable indebtedness or to sell properties. Currently, we have no commitments to refinance any of our indebtedness.
Our mortgages may impact our ability to sell encumbered properties on advantageous terms or at all.
Certain of our mortgages contain, and some future mortgages may contain, substantial prepayment premiums that we would have to pay upon the sale of a property, thereby reducing the net proceeds to us from the sale of any such property. As a result, our willingness to sell certain properties and the price at which we may desire to sell a property may be impacted. If we are unable to sell properties on favorable terms or redeploy the proceeds of property sales in accordance with our business strategy, then our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock could be adversely affected.
Adverse market and economic conditions could cause us to recognize impairment charges.
We regularly review our real estate assets for impairment indicators, such as a decline in a property’s occupancy rate, decline in general market conditions or a change in the expected hold period of an asset. If we determine that indicators of impairment are present, we review the properties affected by these indicators to determine whether an impairment charge is required. As a result, we may be required to recognize asset impairment, which could materially and adversely affect our business, financial condition and results of operations. We use considerable judgment in making determinations about impairments, from analyzing whether there are indicators of impairment, to the assumptions used in calculating the fair value of the investment. Accordingly, our subjective estimates and evaluations may not be accurate, and such estimates and evaluations are subject to change or revision.

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Earnings and cash dividends, asset value and market interest rates affect the price of our common stock.
The market value of our common stock is based in large part upon the market’s perception of the growth potential of our earnings and cash dividends. The market value of our common stock is also based upon the value of our underlying real estate assets. For this reason, shares of our common stock may trade at prices that are higher or lower than our net asset value per share. To the extent that we retain operating cash flow for investment purposes, working capital reserves, or other purposes, these retained funds, while increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Our failure to meet the market’s expectations with regard to future earnings and cash dividends likely would adversely affect the market price of our common stock. Further, the distribution yield on the common stock (as a percentage of the price of the common stock) relative to market interest rates may also influence the price of our common stock. An increase in market interest rates might lead prospective purchasers of our common stock to expect a higher distribution yield, which would adversely affect the market price of our common stock.

We may become subject to litigation, which could have a material and adverse effect on our financial condition, results of operations and cash flow.
We may become subject to litigation, including claims relating to our operations, offerings, and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. Resolution of these types of matters could adversely impact our financial condition, results of operations and cash flow. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors.
We may incur unanticipated costs and liabilities due to environmental problems.
Under various federal, state and local laws, ordinances and regulations, we, as an owner or operator of real estate may be liable for the costs of clean-up of certain conditions relating to the presence of hazardous or toxic materials on, in or emanating from a property and any related damages to natural resources. Environmental laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic materials. The presence of such materials, or the failure to address those conditions properly, may adversely affect our ability to rent or sell a property or to borrow using a property as collateral. The disposal or treatment of or arrangement for the disposal or treatment of hazardous or toxic materials may cause us to also be liable for the costs of clean-up of such materials or for related natural resource damages occurring at or emanating from an off-site disposal or treatment facility, whether or not the facility is owned or operated by us. No assurance can be given that existing environmental assessments with respect to any of our properties reveal all environmental liabilities, that any prior owner or operator of any of our properties did not create any material environmental condition not known to us or that a material environmental condition does not otherwise exist as to any of our properties. In addition, changes to existing environmental regulations to address, among other things, climate change, could increase the scope of our potential liabilities.
Our insurance coverage does not include all potential losses.

Real property is subject to casualty risk including damage, destruction, or loss resulting from events that are unusual, sudden and unexpected. Some of our properties are located in areas where casualty risk is higher due to earthquake, wind and/or flood risk. We carry comprehensive insurance coverage to mitigate our casualty risk, in amounts and of a kind that we believe are appropriate for the markets where each of our properties and their business operations are located. Among other coverage, we carry property, boiler & machinery, liability, fire, flood, terrorism, earthquake, extended coverage and rental insurance. Our coverage includes policy specifications and limits customarily carried for similar properties and business activities.  We evaluate our level of insurance coverage and deductibles using analysis and modeling, as is customary in our industry. However, we do not insure against all types of casualty, and we may not fully insure against those casualty types where we do have insurance, either because coverage is not available or because we do not deem it to be economically feasible or prudent to do so. As a result, we could experience a significant loss of capital or revenues, and be exposed to obligations under recourse debt associated with a property. This could occur if an uninsured loss occurs, a loss in excess of insured limits occurs, or a loss is not paid due to insurer insolvency.

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We could be subject to risks and liabilities in connection with joint venture arrangements.
Our organizational documents do not limit the amount of available funds that we may invest in joint ventures and we may selectively develop and acquire properties through joint ventures with other persons or entities when we deem such transactions are warranted by the circumstances. Joint venture investments, in general, involve certain risks, including:
joint venturers may share certain approval rights over major decisions;
joint venturers might fail to fund their share of any required capital commitments;
joint venturers might have economic or other business interests or goals that are inconsistent with our business interests or goals that would affect our ability to operate the property;
joint venturers may have the power to act contrary to our instructions, requests, policies or objectives, including our current policy with respect to maintaining our qualification as a REIT;
the joint venture agreements often restrict the transfer of a member’s or joint venturer’s interest or “buy-sell” or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;
disputes between us and our joint venturers 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 subject the properties owned by the applicable joint venture to additional risk; and
we may in certain circumstances be liable for the actions of our joint venturers.
The occurrence of one or more of the events described above could adversely affect our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock.
We may incur significant costs complying with various federal, state and local laws, regulations and covenants that are applicable to our properties and, in particular costs associated with complying with regulations such as the Americans with Disabilities Act of 1990 (the "ADA") may result in unanticipated expenses.
The properties in our portfolio are subject to various covenants and U.S. federal, state and local laws and regulatory requirements, including permitting and licensing requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or restrict our use of our properties and may require us to obtain approval from local officials of community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or hazardous material abatement requirements. There can be no assurance that existing laws and regulatory policies will not adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulation will not be adopted that increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain permits, licenses and zoning relief. Our failure to obtain such permits, licenses and zoning relief or to comply with applicable laws could have an adverse effect on our financial condition, results of operations and cash flow.
In addition, under the ADA, all places of public accommodation are required to meet certain U.S. federal requirements related to access and use by disabled persons. Noncompliance with the ADA could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. We do not conduct audits or investigations of all of these properties to determine their compliance and we cannot predict the ultimate cost of compliance with the ADA, or other legislation. If one or more of our properties in which we invest is not in compliance with the ADA, or other legislation, then we would be required to incur additional costs to bring the property into compliance. If we incur substantial costs to comply with the ADA or other legislation, our financial condition, results of operations, cash flow, price per share of our common stock and our ability to satisfy debt service obligations and to pay distributions could be adversely affected.
Terrorist attacks and other acts of violence or war may affect the market for our common stock, the industry in which we conduct our operations and our profitability.
Terrorist attacks may harm our results of operations and financial condition. We cannot assure you that there will not be terrorist attacks in the localities in which we conduct business. More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the worldwide financial markets and economy. These attacks or armed conflicts may adversely impact our operations or financial condition. In addition, losses resulting from these types of events may be uninsurable.

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We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.
We rely extensively on computer systems to manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password change events, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will be successful in preventing a cyber-attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and affect the business operations.
Adverse changes in our credit ratings could negatively affect our liquidity and business operations.
The credit ratings of our senior unsecured notes are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses. Our credit ratings can affect the availability, terms and pricing of any indebtedness and preferred stock that we may incur going forward. There can be no assurance that we will be able to maintain any credit rating, and in the event any credit rating is downgraded, we could incur higher borrowing costs or may be unable to access certain or any capital markets.
Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting.
The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting which may occur could result in misstatements of our results of operations, restatements of our financial statements, a decline in the price of our securities, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.
We are authorized to issue preferred stock. The issuance of preferred stock could adversely affect the holders of our common stock issued pursuant to our public offerings.
Our declaration of trust authorizes us to issue 150,000,000 shares, of which 10,000,000 shares are designated as preferred stock. Subject to approval by our Board of Directors, we may issue preferred stock with rights, preferences and privileges that are more beneficial than the rights, preferences and privileges of our common stock. Holders of our common stock do not have preemptive rights to acquire any shares issued by us in the future. If we ever create and issue preferred stock with a distribution preference over common stock, payment of any distribution preferences on outstanding preferred stock would reduce the amount of funds available for the payment of distributions on our common stock. In addition, holders of preferred stock are normally entitled to receive a preference payment in the event we liquidate, dissolve or wind up before any payment is made to our common stockholders, thereby reducing the amount a common stockholder might otherwise receive upon such an occurrence. Also, under certain circumstances, the issuance of preferred stock may have the effect of delaying or preventing a change in control of our company.
Our Board of Directors may change our strategies, policies or procedures without stockholder approval, which may subject us to different and more significant risks in the future.
Our investment, financing, leverage and distribution policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, are determined by our Board of Directors. These policies may be amended or revised at any time and from time to time at the discretion of our Board of Directors without notice to or a vote of our stockholders. This could result in us conducting operational matters, making investments or pursuing different business or growth strategies. Under these circumstances, we may expose ourselves to different and more significant risks in the future, which could have a material adverse effect on our business and growth. In addition, our Board of Directors may change our governance policies provided that such changes are consistent with applicable legal requirements. A change in these policies could have an adverse effect on our financial condition, results of operations, cash flow, per share trading price of our common stock and ability to satisfy our principal and interest obligations and to make distributions to our stockholders.

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We may be unable to retain and attract key management personnel.
We may be unable to retain and attract talented executives. In the event of the loss of key management personnel or upon unexpected death, disability or retirement, we may not be able to find replacements with comparable skill, ability and industry expertise. Until suitable replacements are identified and retained, if at all, our operating results and financial condition could be materially and adversely affected.

Item  1B.
Unresolved SEC Comments
None.
Item  2.
Properties
General
At December 31, 2014, we owned 634 in-service industrial properties containing an aggregate of approximately 62.4 million square feet of GLA in 25 states, with a diverse base of approximately 1,800 tenants engaged in a wide variety of businesses, including manufacturing, retail, wholesale trade, distribution and professional services. The average annual base rent per square foot on a portfolio basis, calculated at December 31, 2014, was $4.64. The properties are generally located in business parks that have convenient access to interstate highways and/or rail and air transportation. We maintain insurance on our properties that we believe is adequate.
We classify our properties into four industrial categories: light industrial, R&D/flex, bulk warehouse and regional warehouse. While some properties may have characteristics which fall under more than one property type, we use what we believe is the most dominant characteristic to categorize the property.

The following describes, generally, the different industrial categories:
Light industrial properties are of less than 100,000 square feet, have a ceiling height of 16-21 feet and are comprised of 5%-50% of office space;
R&D/flex buildings are of less than 100,000 square feet, have a ceiling height of less than 16 feet and are comprised of 50% or more of office space;
Bulk warehouse buildings are of more than 100,000 square feet, have a ceiling height of at least 22 feet and are comprised of 5%-15% of office space; and
Regional warehouses are of less than 100,000 square feet, have a ceiling height of at least 22 feet and are comprised of 5%-15% of office space.

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The following tables summarize, by market, certain information as of December 31, 2014, with respect to the in-service properties.
In-Service Property Summary Totals
 
Light Industrial
 
R&D/Flex
 
Bulk Warehouse
 
Regional
Warehouse
 
Total
Metropolitan Area
GLA
 
Number  of
Properties
 
GLA
 
Number  of
Properties
 
GLA
 
Number  of
Properties
 
GLA
 
Number  of
Properties
 
GLA
 
Number  of
Properties
Atlanta, GA
622,944

 
11

 
137,004

 
3

 
3,820,667

 
14

 
923,807

 
7

 
5,504,422

 
35

Baltimore, MD
453,398

 
8

 
198,229

 
6

 
586,647

 
3

 
96,000

 
1

 
1,334,274

 
18

Central PA
297,790

 
6

 

 

 
4,832,102

 
10

 
381,719

 
4

 
5,511,611

 
20

Chicago, IL
629,597

 
9

 
197,997

 
3

 
4,233,468

 
15

 
478,111

 
6

 
5,539,173

 
33

Cincinnati, OH
278,000

 
5

 
100,000

 
2

 
416,250

 
2

 
763,069

 
5

 
1,557,319

 
14

Cleveland, OH

 

 

 

 
1,317,799

 
7

 

 

 
1,317,799

 
7

Dallas, TX
1,996,261

 
35

 
209,249

 
9

 
2,148,315

 
16

 
501,873

 
7

 
4,855,698

 
67

Denver, CO
1,147,393

 
26

 
369,949

 
10

 
397,495

 
3

 
756,685

 
7

 
2,671,522

 
46

Detroit, MI
2,097,715

 
74

 
160,163

 
5

 
658,927

 
5

 
550,089

 
13

 
3,466,894

 
97

Houston, TX
470,101

 
8

 
132,997

 
6

 
2,457,546

 
11

 
355,793

 
5

 
3,416,437

 
30

Indianapolis, IN
583,100

 
13

 
25,000

 
2

 
2,176,994

 
7

 
503,512

 
6

 
3,288,606

 
28

Miami, FL
81,791

 
1

 

 

 
142,804

 
1

 
281,626

 
6

 
506,221

 
8

Milwaukee, WI
276,126

 
5

 
55,940

 
1

 
1,126,929

 
6

 
90,089

 
1

 
1,549,084

 
13

Minneapolis/St. Paul, MN
969,796

 
14

 
265,565

 
3

 
3,424,963

 
15

 
297,960

 
4

 
4,958,284

 
36

Nashville, TN
163,852

 
2

 

 

 
1,249,288

 
5

 

 

 
1,413,140

 
7

Northern New Jersey
749,849

 
13

 
171,601

 
3

 
329,593

 
2

 

 

 
1,251,043

 
18

Philadelphia, PA
186,641

 
6

 

 

 
690,599

 
2

 
330,334

 
4

 
1,207,574

 
12

Phoenix, AZ
38,560

 
1

 

 

 
833,451

 
6

 
388,070

 
6

 
1,260,081

 
13

Salt Lake City, UT
190,620

 
6

 
146,937

 
6

 
279,179

 
1

 
122,900

 
1

 
739,636

 
14

Seattle, WA

 

 

 

 
100,611

 
1

 
126,803

 
2

 
227,414

 
3

Southern California(a)
772,878

 
21

 
88,064

 
1

 
2,852,620

 
11

 
682,572

 
11

 
4,396,134

 
44

Southern New Jersey
115,626

 
2

 
45,054

 
1

 
172,100

 
1

 
191,329

 
2

 
524,109

 
6

St. Louis, MO
503,132

 
8

 
191,923

 
2

 
1,741,695

 
7

 

 

 
2,436,750

 
17

Tampa, FL
212,901

 
6

 
654,748

 
27

 
209,500

 
1

 

 

 
1,077,149

 
34

Other(b)
201,997

 
5

 

 

 
2,096,108

 
8

 
88,498

 
1

 
2,386,603

 
14

Total
13,040,068

 
285

 
3,150,420

 
90

 
38,295,650

 
160

 
7,910,839

 
99

 
62,396,977

 
634

Occupancy by Industrial Building Type
 
 
92
%
 
 
 
86
%
 
 
 
96
%
 
 
 
95
%
 
 
 
94
%
_______________
(a)
Southern California includes the markets of Los Angeles, Inland Empire and San Diego.
(b)
Properties are located in Grand Rapids, MI, Austin, TX, Orlando, FL, Horn Lake, MS, Kansas City, MO, San Antonio, TX, Birmingham, AL, Jefferson County, KY, Greenville, KY, Des Moines, IA, Fort Smith, AR and Winchester, VA.


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In-Service Property Summary Totals
Metropolitan Area
 
GLA
 
Number of
Properties
 
Average
Occupancy
at 12/31/14
 
GLA as
a  %
of Total
Portfolio
 
Encumbrances
at 12/31/14
(In 000s)(c)
Atlanta, GA
 
5,504,422

 
35

 
88
%
 
8.8
%
 
$
24,481

Baltimore, MD
 
1,334,274

 
18

 
86
%
 
2.1
%
 
2,348

Central PA
 
5,511,611

 
20

 
99
%
 
8.8
%
 
52,016

Chicago, IL
 
5,539,173

 
33

 
97
%
 
8.9
%
 
46,560

Cincinnati, OH
 
1,557,319

 
14

 
95
%
 
2.5
%
 
13,461

Cleveland, OH
 
1,317,799

 
7

 
100
%
 
2.1
%
 
28,484

Dallas, TX
 
4,855,698

 
67

 
95
%
 
7.8
%
 
55,499

Denver, CO
 
2,671,522

 
46

 
95
%
 
4.3
%
 
23,774

Detroit, MI
 
3,466,894

 
97

 
96
%
 
5.6
%
 

Houston, TX
 
3,416,437

 
30

 
97
%
 
5.5
%
 
47,991

Indianapolis, IN
 
3,288,606

 
28

 
94
%
 
5.3
%
 
19,841

Miami, FL
 
506,221

 
8

 
99
%
 
0.8
%
 

Milwaukee, WI
 
1,549,084

 
13

 
99
%
 
2.5
%
 
17,484

Minneapolis/St. Paul, MN
 
4,958,284

 
36

 
87
%
 
7.9
%
 
75,496

Nashville, TN
 
1,413,140

 
7

 
99
%
 
2.3
%
 
27,464

Northern New Jersey
 
1,251,043

 
18

 
93
%
 
2.0
%
 
3,283

Philadelphia, PA
 
1,207,574

 
12

 
92
%
 
1.9
%
 
22,513

Phoenix, AZ
 
1,260,081

 
13

 
95
%
 
2.0
%
 
21,605

Salt Lake City, UT
 
739,636

 
14

 
91
%
 
1.2
%
 
6,983

Seattle, WA
 
227,414

 
3

 
100
%
 
0.4
%
 
4,604

Southern California(a)
 
4,396,134

 
44

 
98
%
 
7.1
%
 
73,683

Southern New Jersey
 
524,109

 
6

 
82
%
 
0.8
%
 

St. Louis, MO
 
2,436,750

 
17

 
91
%
 
3.9
%
 
17,636

Tampa, FL
 
1,077,149

 
34

 
89
%
 
1.7
%
 

Other(b)
 
2,386,603

 
14

 
99
%
 
3.8
%
 
14,779

Total or Average
 
62,396,977

 
634

 
94
%
 
100
%
 
$
599,985

_______________
(a)
Southern California includes the markets of Los Angeles, Inland Empire and San Diego.
(b)
Properties are located in Grand Rapids, MI, Austin, TX, Orlando, FL, Horn Lake, MS, Kansas City, MO, San Antonio, TX, Birmingham, AL, Jefferson County, KY, Greenville, KY, Des Moines, IA, Fort Smith, AR and Winchester, VA.
(c)
Certain properties are pledged as collateral under our mortgage financings at December 31, 2014. For purposes of this table, the total principal balance of a mortgage loan payable that is collateralized by a pool of properties is allocated among the properties in the pool based on each property’s carrying balance.


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Property Acquisitions
During the year ended December 31, 2014, we acquired eight industrial properties and several land parcels for an aggregate purchase price of approximately $95.7 million. The industrial properties were acquired at a capitalization rate of approximately 6.6%. The capitalization rate for these industrial property acquisitions was calculated using the estimated stabilized net operating income (excluding straight-line rent, lease inducement amortization and above and below market lease amortization) and dividing it by the sum of the purchase price plus estimated costs incurred to stabilize the properties. The acquired industrial properties have the following characteristics: 
Metropolitan Area
 
Number  of
Properties
 
GLA
 
Property Type
 
Occupancy
at  12/31/14
Chicago, IL
 
1

 
53,260

 
Regional Warehouse
 
100
%
Minneapolis/St. Paul, MN
 
2

 
451,968

 
Bulk Warehouse
 
100
%
Phoenix, AZ
 
3

 
220,324

 
Bulk Warehouse/Regional Warehouse
 
71
%
Southern California
 
2

 
358,792

 
Bulk Warehouse
 
100
%
 
 
8

 
1,084,344

 
 
 
 

Development Activity
During the year ended December 31, 2014, we placed in-service five developments totaling approximately 1.6 million square feet of GLA at a total cost of approximately $115.2 million. Included in total costs is $3.1 million incurred on leasing commissions. The capitalization rate for these developments, calculated using the estimated stabilized net operating income (excluding straight-line rent, lease inducement amortization and above and below market lease amortization) divided by the total investment in the developed properties is 6.9%. The placed in-service developments have the following characteristics:
Developments Placed In Service - Metropolitan Area
 
GLA
 
Property Type
 
Occupancy
at  12/31/14
Central PA
 
708,000

 
Bulk Warehouse
 
100
%
Chicago, IL
 
250,243

 
Bulk Warehouse Expansion
 
100
%
Minneapolis/St. Paul, MN

 
96,787

 
Regional Warehouse
 
100
%
Southern California
 
489,038

 
Bulk Warehouse
 
100
%
Southern California
 
43,485

 
Regional Warehouse
 
100
%
 
 
1,587,553

 
 
 
 

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As of December 31, 2014, we substantially completed three industrial properties totaling approximately 1.0 million square feet of GLA and have four industrial properties that are under construction totaling approximately 1.3 million square feet of GLA. The estimated total costs for the three development properties that are substantially complete are approximately $62.0 million, of which $53.9 has been incurred as of December 31, 2014. The estimated total investment for the four development properties under construction is $79.0 million, of which $28.4 million has been incurred as of December 31, 2014. There can be no assurance that the actual completion cost will not exceed the estimated completion cost stated above. The completed developments and developments under construction have the following characteristics:
Developments Completed - Not In Service - Metropolitan Area
 
GLA
 
Property Type
 
Quarter of Building Completion
Southern California
 
555,670

 
Bulk Warehouse
 
Q2 2014
Houston, TX
 
350,820

 
Bulk Warehouse
 
Q4 2014
Minneapolis/St. Paul, MN
 
142,290

 
Bulk Warehouse
 
Q4 2014
 
 
1,048,780

 
 
 
 
Developments In Process - Metropolitan Area
 
GLA
 
Property Type
 
Anticipated Quarter of Building Completion
Dallas, TX (a)
 
598,445

 
Bulk Warehouse
 
Q1/Q2 2015
Dallas, TX
 
153,000

 
Bulk Warehouse
 
Q2 2015
Philadelphia, PA (b)

 
584,760

 
Bulk Warehouse
 
Q4 2015
 
 
1,336,205

 
 
 
 
_______________
(a) Project includes the development of two buildings (376,601 square feet and 221,844 square feet).
(b) Project includes the development of two buildings (341,400 square feet and 243,360 square feet).
Property Sales
During the year ended December 31, 2014, we sold 29 industrial properties comprising approximately 2.0 million square feet of GLA, at a weighted average capitalization rate of 6.0%, and several land parcels for total gross sales proceeds of approximately $102.6 million. The capitalization rate for the 29 industrial property sales is calculated by taking revenues of the property (excluding straight-line rent, lease inducement amortization and above and below market lease amortization) less operating expenses of the property for a period of the last twelve full months prior to sale and dividing the sum by the sales price of the property. The properties we sold this year have the following characteristics:
Metropolitan Area
 
Number  of
Properties
 
GLA
 
Property Type
Atlanta, GA
 
1

 
37,346

 
R&D/Flex
Baltimore, MD
 
6

 
369,979

 
Light Industrial/R&D/Flex
Chicago, IL
 
2

 
178,679

 
Bulk Warehouse/Light Industrial
Cincinnati, OH
 
1

 
502,000

 
Bulk Warehouse
Detroit, MI
 
5

 
102,240

 
Light Industrial/R&D/Flex
Houston, TX
 
2

 
205,773

 
Light Industrial
Indianapolis, IN
 
5

 
278,000

 
Light Industrial
Miami, FL
 
1

 
7,029

 
Light Industrial
Milwaukee, WI
 
2

 
67,600

 
Light Industrial
Philadelphia, PA
 
2

 
18,406

 
R&D/Flex
Seattle, WA
 
1

 
157,515

 
Bulk Warehouse
Tampa, FL
 
1

 
56,812

 
R&D/Flex
Total
 
29

 
1,981,379

 
 


19

Table of Contents

Tenant and Lease Information
We have a diverse base of approximately 1,800 tenants engaged in a wide variety of businesses including retail, wholesale trade, distribution, manufacturing and professional services. At December 31, 2014, our leases have a weighted average lease length of 6.1 years and provide for periodic rent increases that are either fixed or based on changes in the Consumer Price Index. Industrial tenants typically have net or semi-net leases and pay as additional rent their percentage of the property’s operating costs, including the costs of common area maintenance, property taxes and insurance. As of December 31, 2014, approximately 94% of the GLA of our in-service properties was leased, and no single tenant or group of related tenants accounted for more than 3.1% of our rent revenues, nor did any single tenant or group of related tenants occupy more than 2.2% of the total GLA of our in-service properties.
Leasing Activity
The following table provides a summary of our leasing activity for the year ended December 31, 2014. The table does not include month-to-month leases or leases with terms less than twelve months.  
 
Number of
Leases
Signed
 
Square  Feet
Signed
(in 000’s)
 
Average GAAP
Rent Per
Square Foot (1)
 
GAAP  Basis
Rent  Growth (2)
 
Weighted
Average  Lease
Term (3)
 
Turnover Costs
Per Square
Foot (4)
 
Weighted
Average
Retention (5)
New Leases
247

 
4,086

 
$
4.34

 
3.2
%
 
5.4

 
$
4.49

 
N/A

Renewal Leases
318

 
8,608

 
$
4.40

 
11.9
%
 
4.2

 
$
1.26

 
69.5
%
Development Leases
15

 
1,755

 
$
5.25

 
N/A

 
9.0

 
N/A

 
N/A

Total / Weighted Average
580

 
14,449

 
$
4.48

 
9.1
%
 
5.1

 
$
2.25

 
69.5
%
_______________
(1)
Average GAAP rent is the average rent calculated in accordance with GAAP, over the term of the lease.
(2)
GAAP basis rent growth is a ratio of the change in net effective rent (on a GAAP basis, including straight-line rent adjustments as required by GAAP) compared to the net effective rent (on a GAAP basis) of the comparable lease. New leases where there were no prior comparable leases are also excluded.
(3)
The lease term is expressed in years. Assumes no exercise of lease renewal options, if any.
(4)
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.
(5)
Represents the weighted average square feet of tenants renewing their respective leases.
During the year ended December 31, 2014, 196 new leases with free rent periods during the lease term on 5.1 million square feet of GLA commenced. Total free rent concessions of $6.9 million were associated with these new leases. Additionally, during the year ended December 31, 2014, 22 renewal leases with free rent periods during the lease term on 0.9 million square feet of GLA commenced. Total free rent concessions of $0.7 million were associated with these renewal leases.

20

Table of Contents

Lease Expirations
Fundamentals for the United States industrial real estate market continued to improve in 2014, as growth in the general economy drove additional demand for space. Development of new industrial space increased in response to this growth in demand, but incremental demand continued to exceed new supply. The fourth quarter of 2014 marked the 18th consecutive quarter of positive net absorption for the overall market. These conditions resulted in improved market rental rate environments in virtually all of our markets. Based on our recent experience, the favorable supply-demand balance and the forecast from a leading national research company, for 2015, we expect our average net rental rates for renewal leases on a cash basis to be slightly higher than the expiring rates. Net rental rates for new leases on a cash basis on average are expected to be slightly lower than the comparative prior leases for 2015, primarily due to the differing market conditions when the comparative leases were structured and the impact of contractual rent escalations within those leases. The following table shows scheduled lease expirations for all leases for our in-service properties as of December 31, 2014. 
Year of Expiration(1)
 
Number  of
Leases
Expiring
 
GLA
Expiring(2)
 
Percentage
of  GLA
Expiring(2)
 
Annual Base
Rent
Under
Expiring
Leases(3)
 
Percentage
of Total
Annual
Base Rent
Expiring(3)
 
 
 
 
 
 
 
 
(In thousands)
 
 
2015
 
351

 
6,412,756

 
11
%
 
$
30,884

 
12
%
2016
 
413

 
10,893,422

 
19
%
 
49,571

 
18
%
2017
 
329

 
7,834,085

 
14
%
 
38,202

 
14
%
2018
 
239

 
8,245,190

 
14
%
 
38,909

 
14
%
2019
 
201

 
7,005,304

 
12
%
 
33,452

 
12
%
2020
 
115

 
5,277,889

 
9
%
 
23,877

 
9
%
2021
 
56

 
4,635,796

 
8
%
 
18,557

 
7
%
2022
 
30

 
1,510,178

 
3
%
 
7,259

 
3
%
2023
 
19

 
1,578,362

 
3
%
 
7,620

 
3
%
2024
 
15

 
1,694,355

 
3
%
 
7,178

 
3
%
Thereafter
 
25

 
2,619,557

 
4
%
 
12,315

 
5
%
Total
 
1,793

 
57,706,894

 
100
%
 
$
267,824

 
100
%
_______________
(1)
Includes leases that expire on or after January 1, 2015 and assumes tenants do not exercise existing renewal, termination or purchase options.
(2)
Does not include existing vacancies of 3,530,966 aggregate square feet and December 31, 2014 move outs of 1,159,117 aggregate square feet.
(3)
Annualized base rent is calculated as monthly base rent (cash basis) per the terms of the lease, as of December 31, 2014, multiplied by 12. If free rent is granted, then the first positive rent value is used.
Item  3.
Legal Proceedings
We are involved in legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material impact on the results of operations, financial position or liquidity of the Company.
Item  4.
Mine Safety Disclosures
None.

21


PART II
 
Item  5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The following table sets forth for the periods indicated the high and low closing prices per share and distributions declared per share for our common stock, which trades on the New York Stock Exchange under the trading symbol “FR.”
Quarter Ended
 
High
 
Low
 
Distribution
Declared
December 31, 2014
 
$
21.16

 
$
16.96

 
$
0.1025

September 30, 2014
 
$
19.30

 
$
16.91

 
$
0.1025

June 30, 2014
 
$
19.37

 
$
17.86

 
$
0.1025

March 31, 2014
 
$
19.50

 
$
16.42

 
$
0.1025

December 31, 2013
 
$
18.81

 
$
16.30

 
$
0.0850

September 30, 2013
 
$
17.08

 
$
14.83

 
$
0.0850

June 30, 2013
 
$
18.71

 
$
14.26

 
$
0.0850

March 31, 2013
 
$
17.13

 
$
14.22

 
$
0.0850

We had 450 common stockholders of record registered with our transfer agent as of February 24, 2015.
In order to comply with the REIT requirements of the Code, we are generally required to make common share distributions and preferred share distributions (other than capital gain distributions) to our shareholders in amounts that together at least equal i) the sum of a) 90% of our “REIT taxable income” computed without regard to the dividends paid deduction and net capital gains and b) 90% of net income (after tax), if any, from foreclosure property, minus ii) certain excess non-cash income.
Our common share distribution policy is determined by our board of directors and is dependent on multiple factors, including cash flow and capital expenditure requirements, as well as ensuring that we meet the minimum distribution requirements set forth in the Code. We met the minimum distribution requirements with respect to 2014.
During the year ended December 31, 2014, the Operating Partnership did not issue any units of limited partnership interest (“Units”).
Subject to lock-up periods and certain adjustments, Units of the Operating Partnership are redeemable for common stock of the Company on a one-for-one basis or cash at the option of the Company.
Equity Compensation Plans
The following table sets forth information regarding our equity compensation plans as of December 31, 2014.
 
Plan Category
 
Number  of
Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
 
Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
 
Number  of
Securities
Remaining
Available
for  Further
Issuance
Under Equity
Compensation
Plans
Equity Compensation Plans Approved by Security Holders
 
352,944

 
$

 
3,480,365

Equity Compensation Plans Not Approved by Security Holders
 

 
$

 

Total
 
352,944

 
$

 
3,480,365



22


Performance Graph
The following graph provides a comparison of the cumulative total stockholder return among the Company, the FTSE NAREIT Equity REIT Total Return Index (the “NAREIT Index”) and the Standard & Poor’s 500 Index (“S&P 500”). The historical information set forth below is not necessarily indicative of future performance.
*
$100 invested on 12/31/09 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.

 
12/09
 
12/10
 
12/11
 
12/12
 
12/13
 
12/14
FIRST INDUSTRIAL REALTY TRUST, INC.
$
100.00

 
$
167.50

 
$
195.60

 
$
269.22

 
$
340.64

 
$
410.11

S&P 500
$
100.00

 
$
115.06

 
$
117.49

 
$
136.30

 
$
180.44

 
$
205.14

FTSE NAREIT Equity REITs
$
100.00

 
$
127.96

 
$
138.57

 
$
163.60

 
$
167.63

 
$
218.16

_______________
*
The information provided in this performance graph shall not be deemed to be “soliciting material,” to be “filed” or to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless specifically treated as such.

23

Table of Contents

Item 6.
Selected Financial Data
The following sets forth selected financial and operating data for the Company on a consolidated basis. The following selected consolidated financial data should be read in conjunction with the Consolidated Financial Statements and Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K. All consolidated financial data has been restated, as appropriate, to reflect the impact of activity classified as discontinued operations for all periods presented.
 
Year Ended
12/31/14
 
Year Ended
12/31/13
 
Year Ended
12/31/12
 
Year Ended
12/31/11
 
Year Ended
12/31/10
 
(In thousands, except per share data)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Total Revenues
$
344,599

 
$
318,454

 
$
304,517

 
$
292,757

 
$
296,678

Income (Loss) from Continuing Operations
23,265

 
3,972

 
(25,063
)
 
(36,489
)
 
(151,090
)
Income (Loss) from Continuing Operations Available to First Industrial Realty Trust, Inc’s Common Stockholders
19,813

 
(9,142
)
 
(39,864
)
 
(51,776
)
 
(156,986
)
Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
46,629

 
25,907

 
(22,069
)
 
(27,010
)
 
(222,498
)
Basic and Diluted Earnings Per Share:
 
 
 
 
 
 
 
 
 
Income (Loss) from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.18

 
$
(0.09
)
 
$
(0.44
)
 
$
(0.65
)
 
$
(2.49
)
Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders
0.42

 
0.24

 
(0.24
)
 
(0.34
)
 
(3.53
)
Distributions Per Share
$
0.41

 
$
0.34

 
$
0.00

 
$
0.00

 
$
0.00

Basic Weighted Average Shares
109,922

 
106,995

 
91,468

 
80,616

 
62,953

Diluted Weighted Average Shares
110,325

 
106,995

 
91,468

 
80,616

 
62,953

Balance Sheet Data (End of Period):
 
 
 
 
 
 
 
 
 
Real Estate, Before Accumulated Depreciation
$
3,183,369

 
$
3,119,547

 
$
3,121,448

 
$
2,992,096

 
$
2,618,767

Total Assets
2,581,995

 
2,597,510

 
2,608,842

 
2,666,657

 
2,750,054

Indebtedness (Inclusive of Indebtedness Held for Sale)
1,349,846

 
1,296,806

 
1,335,766

 
1,479,483

 
1,742,776

Total Equity
1,090,827

 
1,171,219

 
1,145,653

 
1,072,595

 
892,144

Cash Flow Data:
 
 
 
 
 
 
 
 
 
Cash Flow From Operating Activities
$
137,176

 
$
125,751

 
$
136,422

 
$
87,534

 
$
83,189

Cash Flow From Investing Activities
(69,069
)
 
(61,313
)
 
(42,235
)
 
(3,779
)
 
(9,923
)
Cash Flow From Financing Activities
(66,166
)
 
(61,748
)
 
(99,407
)
 
(99,504
)
 
(230,383
)

24

Table of Contents

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with "Selected Financial Data" and the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.
In addition, the following discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act. We intend for such 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. Forward-looking statements are based on certain assumptions and describe future plans, strategies and expectations of the Company. Although we believe the expectations reflected in forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that results will not materially differ. Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of REITs) and actions of regulatory authorities; our ability to qualify and maintain our status as a REIT; the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land) in the Company’s current and potential market areas; difficulties in identifying and consummating acquisitions and dispositions; our ability to manage the integration of properties we acquire; risks related to our investments in properties through joint ventures; environmental liabilities; delays in development or lease-up schedules; tenant creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to REITs; and those additional factors described in Item 1A, "Risk Factors" and elsewhere in this report and in the Company's other Exchange Act reports. We caution you not to place undue reliance on forward-looking statements, which reflect our outlook only and speak only as of the date of this report. We assume no obligation to update or supplement forward-looking statements.
The Company was organized in the state of Maryland on August 10, 1993. We are a REIT, as defined in the Code. We began operations on July 1, 1994. Our interests in our properties and land parcels are held through partnerships, corporations, and limited liability companies controlled, directly or indirectly, by us, including the Operating Partnership, of which we are the sole general partner, and through our taxable REIT subsidiaries. We also conduct operations through the Other Real Estate Partnerships and limited liability companies, the operating data of which, together with that of the Operating Partnership and the taxable REIT subsidiaries, is consolidated with that of the Company, as presented herein. First Industrial Realty Trust, Inc. does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partner of the Other Real Estate Partnerships.
We also own noncontrolling equity interests in, and provide various services to, two joint ventures (the 2003 Net Lease Joint Venture and the 2007 Europe Joint Venture). At December 31, 2014, the 2003 Net Lease Joint Venture owned one industrial property comprising approximately 0.8 million square feet of GLA and the 2007 Europe Joint Venture did not own any properties. The Joint Ventures are accounted for under the equity method of accounting. Accordingly, the operating data of our Joint Ventures is not consolidated with that of the Company as presented herein.
We believe our financial condition and results of operations are, primarily, a function of our performance in four key areas: leasing of industrial properties, acquisition and development of additional industrial properties, disposition of industrial properties and access to external capital.
We generate revenue primarily from rental income and tenant recoveries from operating leases of our industrial properties. Such revenue is offset by certain property specific operating expenses, such as real estate taxes, repairs and maintenance, property management, utilities and insurance expenses, along with certain other costs and expenses, such as depreciation and amortization costs and general and administrative and interest expenses. Our revenue growth is dependent, in part, on our ability to (i) increase rental income, through increasing either or both occupancy rates and rental rates at our properties, (ii) maximize tenant recoveries and (iii) minimize operating and certain other expenses. Revenues generated from rental income and tenant recoveries are a significant source of funds, in addition to income generated from gains/losses on the sale of our properties (as discussed below), for our liquidity. The leasing of property, in general, and occupancy rates, rental rates, operating expenses and certain non-operating expenses, in particular, are impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The leasing of property also entails various risks, including the risk of tenant default. If we were unable to maintain or increase occupancy rates and rental rates at our properties or to maintain tenant recoveries and operating and certain other expenses consistent with historical levels and proportions, our revenue would decline. Further, if a significant number of our tenants were unable to pay rent (including tenant recoveries) or if we were unable to rent our properties on favorable terms, our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.

25

Table of Contents

Our revenue growth is also dependent, in part, on our ability to acquire existing, and develop new industrial properties on favorable terms. The Company seeks to identify opportunities to acquire existing industrial properties on favorable terms, and, when conditions permit, also seeks to acquire and develop new industrial properties on favorable terms. Existing properties, as they are acquired, and acquired and developed properties, as they are leased, generate revenue from rental income, tenant recoveries and fees, income from which, as discussed above, is a source of funds for our distributions. The acquisition and development of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The acquisition and development of properties also entails various risks, including the risk that our investments may not perform as expected. For example, acquired existing and acquired and developed new properties may not sustain and/or achieve anticipated occupancy and rental rate levels. With respect to acquired and developed new properties, we may not be able to complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties. Also, we face significant competition for attractive acquisition and development opportunities from other well-capitalized real estate investors, including publicly-traded REITs and private investors. Further, as discussed below, we may not be able to finance the acquisition and development opportunities we identify. If we were unable to acquire and develop sufficient additional properties on favorable terms, or if such investments did not perform as expected, our revenue growth would be limited and our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.
We also generate income from the sale of our properties (including existing buildings, buildings which we have developed or re-developed on a merchant basis and land). The gain/loss on, and fees from, the sale of such properties are included in our income and can be a significant source of funds, in addition to revenues generated from rental income and tenant recoveries. Proceeds from sales are being used to repay outstanding debt and, market conditions permitting, may be used to fund the acquisition of existing, and the acquisition and development of new, industrial properties. The sale of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The sale of properties also entails various risks, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. Further, our ability to sell properties is limited by safe harbor rules applying to REITs under the Code which relate to the number of properties that may be disposed of in a year, their tax bases and the cost of improvements made to the properties, along with other tests which enable a REIT to avoid punitive taxation on the sale of assets. If we are unable to sell properties on favorable terms, our income growth would be limited and our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock could be adversely affected.
We utilize a portion of the net sales proceeds from property sales, borrowings under our Unsecured Credit Facility, and proceeds from the issuance, when and as warranted, of additional debt and equity securities to refinance debt and finance future acquisitions and developments. Access to external capital on favorable terms plays a key role in our financial condition and results of operations, as it impacts our cost of capital and our ability and cost to refinance existing indebtedness as it matures and to fund acquisitions and developments. Our ability to access external capital on favorable terms is dependent on various factors, including general market conditions, interest rates, credit ratings on our debt, the market’s perception of our growth potential, our current and potential future earnings and cash distributions and the market price of our capital stock. If we were unable to access external capital on favorable terms, our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock could be adversely affected.

26

Table of Contents

CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are described in more detail in Note 3 to the Consolidated Financial Statements. We believe the following critical accounting policies relate to the more significant judgments and estimates used in the preparation of our consolidated financial statements.
Accounts Receivable: We are subject to tenant defaults and bankruptcies that could affect the collection of rent due under our outstanding accounts receivable, including straight-line rent. In order to mitigate these risks, we perform credit reviews and analyses on our major existing tenants and all prospective tenants meeting certain financial thresholds before leases are executed. We maintain an allowance for doubtful accounts which is an estimate that is based on our assessment of various factors including the accounts receivable aging, customer credit-worthiness and historical bad debts.
Investment in Real Estate: We allocate purchase price of acquired properties to tangible (land, building, tenant improvements) and identified intangible assets (leasing commissions, in-place leases, tenant relationships, above and below market leases and below market ground lease obligations). Above-market and below-market lease and below market ground lease obligation values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) our estimate of fair market lease rents for each corresponding in-place lease. Acquired above market leases are amortized as a reduction of rental revenue over the remaining non-cancelable terms of the respective leases and acquired below market leases are amortized as an increase to rental income over the remaining initial terms plus the terms of any below market fixed rate renewal options of the respective leases. Leasing commission, in-place lease and tenant relationship values for acquired properties are recorded based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the respective tenant. The value allocated to leasing commission and in-place lease intangible assets is amortized to depreciation and amortization expense over the remaining lease term of the respective lease. The value allocated to tenant relationships is amortized to depreciation and amortization expense over the expected term of the relationship, which includes an estimate of the probability of lease renewal and its estimated term. We also must allocate purchase price on multi-property portfolios to individual properties. The allocation of purchase price is based on our assessment of various characteristics of the markets where the property is located and the expected cash flows of the property.
Capitalization of Costs: We capitalize costs incurred in developing and expanding real estate assets as part of the investment basis. During the construction period, we capitalize interest costs, real estate taxes and certain costs of the personnel performing development up to the time the property is substantially complete. The interest rate used to capitalize interest is based upon our average borrowing rate on existing debt. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. We also capitalize internal and external costs incurred to successfully originate a lease that result directly from, and are essential to, the acquisition of that lease. Leasing costs that meet the requirements for capitalization are presented as a component of prepaid expenses and other assets. The determination and calculation of certain costs requires estimates by us.
Impairment of Real Estate Assets: We review our real estate assets for possible impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We utilize the guidelines established under the Financial Accounting Standards Board’s (the "FASB") guidance for accounting for the impairment of long lived assets to determine if impairment conditions exist. We review the expected undiscounted cash flows of the property to determine if there are any indications of impairment. If the expected undiscounted cash flows of a particular property are less than the net book basis of the property, we will recognize an impairment charge equal to the amount of carrying value of the property that exceeds the fair value of the property. Fair value is generally determined by discounting the future expected cash flows of the property. The preparation of the undiscounted cash flows and the calculation of fair value involve subjective assumptions such as estimated occupancy, rental rates, ultimate residual value and hold period. The discount rate used to present value the cash flows for determining fair value is also subjective. To the extent applicable marketplace data is available, we generally use the market approach in estimating the fair value of undeveloped land. Real estate assets that are classified as held-for-sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell.
Accounting for Joint Ventures: We analyze our investments in Joint Ventures to determine whether the joint ventures should be accounted for under the equity method of accounting or consolidated into our financial statements based on standards set forth under the FASB’s guidance relating to the consolidation of variable interest entities. Based on the guidance set forth in these pronouncements, we do not consolidate any of our joint venture investments because either the joint venture has been determined to be a variable interest entity but we are not the primary beneficiary or the joint venture has been determined not to be a variable interest entity and we

27

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lack control of the joint venture. Our assessment of whether we are the primary beneficiary of a variable interest entity involves the consideration of various factors including the form of our ownership interest, our representation on the entity’s governing body, the size of our investment and future cash flows of the entity.
Deferred Tax Assets and Liabilities: In the preparation of our consolidated financial statements, significant management judgment is required to estimate our current and deferred income tax liabilities. Our estimates are based on our interpretation of tax laws. These estimates may have an impact on the income tax expense recognized. Adjustments may be required by a change in assessment of our deferred income tax assets and liabilities, changes due to audit adjustments by federal and state tax authorities, our inability to qualify as a REIT and changes in tax laws. Adjustments required in any given period are included within the income tax provision. In assessing the need for a valuation allowance against our deferred tax assets, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards. In the event we were to determine that we would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made.
RESULTS OF OPERATIONS
Comparison of Year Ended December 31, 2014 to Year Ended December 31, 2013
Our net income available to First Industrial Realty Trust, Inc.’s common stockholders and participating securities was $46.6 million and $25.9 million for the years ended December 31, 2014 and 2013, respectively. Basic and diluted net income available to First Industrial Realty Trust, Inc.’s common stockholders was $0.42 per share and $0.24 per share for the years ended December 31, 2014 and 2013, respectively.
The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the years ended December 31, 2014 and 2013. Same store properties are properties owned prior to January 1, 2013 and held as an in-service property through December 31, 2014 and developments and redevelopments that were placed in service prior to January 1, 2013 or were substantially completed for the 12 months prior to January 1, 2013. Properties which are at least 75% occupied at acquisition are placed in service. Acquisitions (that are less than 75% occupied at the date of acquisition), developments and redevelopments are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development/redevelopment construction completion. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, 2012 and held as an operating property through December 31, 2014. Sold properties are properties that were sold subsequent to December 31, 2012. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2013 or b) stabilized prior to January 1, 2013. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.
Our future financial condition and results of operations, including rental revenues, may be impacted by the future acquisition and sale of properties. Our future revenues and expenses may vary materially from historical rates.
For the years ended December 31, 2014 and 2013, the average occupancy rates of our same store properties were 92.5% and 90.9%, respectively.

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2014
 
2013
 
$ Change
 
% Change
 
($ in 000’s)
REVENUES
 
 
 
 
 
 
 
Same Store Properties
$
331,594

 
$
315,118

 
$
16,476

 
5.2
 %
Acquired Properties
6,894

 
453

 
6,441

 
1,421.9
 %
Sold Properties
7,007

 
20,727

 
(13,720
)
 
(66.2
)%
(Re) Developments and Land, Not Included Above
4,165

 
1,425

 
2,740

 
192.3
 %
Other
1,946

 
1,458

 
488

 
33.5
 %
 
$
351,606

 
$
339,181

 
$
12,425

 
3.7
 %
Discontinued Operations
(7,007
)
 
(20,727
)
 
13,720

 
(66.2
)%
Total Revenues
$
344,599

 
$
318,454

 
$
26,145

 
8.2
 %
Revenues from same store properties increased $16.5 million primarily due to an increase in occupancy, an increase in tenant recoveries and a one-time restoration fee recognized in 2014, partially offset by an increase in the straight-line rent reserve for doubtful accounts. Revenues from acquired properties increased $6.4 million due to the 10 industrial properties acquired subsequent to December 31, 2012 totaling approximately 2.2 million square feet of GLA. Revenues from sold properties decreased $13.7 million due to the 96 industrial properties sold subsequent to December 31, 2012 totaling approximately 5.0 million square feet of GLA. Revenues from (re)developments and land increased $2.7 million due to an increase in occupancy. Other revenues increased $0.5 million primarily due to an increase in maintenance company revenues and other one-time revenue transactions.
 
2014
 
2013
 
$ Change
 
% Change
 
($ in 000’s)
PROPERTY EXPENSES
 
 
 
 
 
 
 
Same Store Properties
$
100,468

 
$
93,542

 
$
6,926

 
7.4
 %
Acquired Properties
2,647

 
454

 
2,193

 
483.0
 %
Sold Properties
2,784

 
8,126

 
(5,342
)
 
(65.7
)%
(Re) Developments and Land, Not Included Above
2,871

 
903

 
1,968

 
217.9
 %
Other
8,513

 
8,815

 
(302
)
 
(3.4
)%
 
$
117,283

 
$
111,840

 
$
5,443

 
4.9
 %
Discontinued Operations
(2,784
)
 
(8,126
)
 
5,342

 
(65.7
)%
Total Property Expenses
$
114,499

 
$
103,714

 
$
10,785

 
10.4
 %
 Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $6.9 million primarily due to higher snow removal costs incurred during the year ended December 31, 2014 as compared to the year ended December 31, 2013 due to the harsh 2014 winter, an increase in real estate tax expense and an increase in bad debt expense. Property expenses from acquired properties increased $2.2 million due to properties acquired subsequent to December 31, 2012. Property expenses from sold properties decreased $5.3 million due to properties sold subsequent to December 31, 2012. Property expenses from (re)developments and land increased $2.0 million primarily due to an increase in real estate tax expense related to the substantial completion of developments. Other expenses remained relatively unchanged.
General and administrative expense remained relatively unchanged.
For the years ended December 31, 2014 and 2013, we recognized $1.0 million and $0.3 million, respectively, of expense related to costs associated with acquiring buildings from third parties.

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Table of Contents

 
2014
 
2013
 
$ Change
 
% Change
 
($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
 
 
 
 
 
 
 
Same Store Properties
$
104,120

 
$
104,676

 
$
(556
)
 
(0.5
)%
Acquired Properties
4,642

 
871

 
3,771

 
433.0
 %
Sold Properties
2,388

 
7,727

 
(5,339
)
 
(69.1
)%
(Re) Developments and Land, Not Included Above
2,609

 
786

 
1,823

 
231.9
 %
Corporate Furniture, Fixtures and Equipment
526

 
618

 
(92
)
 
(14.9
)%
 
$
114,285

 
$
114,678

 
$
(393
)
 
(0.3
)%
Discontinued Operations
(2,388
)
 
(7,727
)
 
5,339

 
(69.1
)%
Total Depreciation and Other Amortization
$
111,897

 
$
106,951

 
$
4,946

 
4.6
 %
Depreciation and other amortization for same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased $3.8 million due to properties acquired subsequent to December 31, 2012. Depreciation and other amortization from sold properties decreased $5.3 million due to properties sold subsequent to December 31, 2012. Depreciation and other amortization for (re)developments and land increased $1.8 million primarily due to an increase in developments that were placed in service. Corporate furniture, fixtures and equipment depreciation expense decreased $0.1 million due to assets becoming fully depreciated.
Interest income decreased $0.2 million, or 10.4%, primarily due to a decrease in the weighted average note receivable balance outstanding for the year ended December 31, 2014 as compared to the year ended December 31, 2013 partially offset by the receipt of prepayment fees of $0.7 million related to note receivables that were paid off early during the year ended December 31, 2014.
Interest expense decreased $1.4 million, or 1.9%, primarily due to a decrease in the weighted average interest rate for the year ended December 31, 2014 (5.33%) as compared to the year ended December 31, 2013 (5.77%), partially offset by an increase in the weighted average debt balance outstanding for the year ended December 31, 2014 ($1,380.6 million) as compared to the year ended December 31, 2013 ($1,338.5 million) and a decrease in capitalized interest of $2.2 million for the year ended December 31, 2014 as compared to the year ended December 31, 2013 due to a decrease in development activities.
Amortization of deferred financing costs remained relatively unchanged.
In October 2008, we entered into an interest rate swap agreement (the "Series F Agreement") to mitigate our exposure to floating interest rates related to the coupon reset of our Series F Preferred Stock. The Series F Agreement had a notional value of $50.0 million and fixed the 30 year Treasury constant maturity treasury rate at 5.2175%. We recorded $0.1 million in mark-to-market net gain, inclusive of $0.8 million in swap payments, for the year ended December 31, 2013. The Series F Agreement matured on October 1, 2013.
For the year ended December 31, 2014, we recognized a loss from retirement of debt of $0.7 million due to the early payoff of certain mortgage loans. For the year ended December 31, 2013, we recognized a loss from retirement of debt of $6.6 million due to the partial repurchase of certain series of our senior unsecured notes, the early payoff of certain mortgage loans and the write-off of certain unamortized loan fees associated with the amendment of our revolving line of credit.
Equity in income of joint ventures increased $3.4 million during the year ended December 31, 2014 as compared to the year ended December 31, 2013 primarily due to an increase in our pro rata share of gain and earn outs from the sales of industrial properties from the 2003 Net Lease Joint Venture.
The income tax provision is not significant.

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Table of Contents

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the years ended December 31, 2014 and 2013.
 
2014
 
2013
 
($ in 000’s)
Total Revenues
$
7,007

 
$
20,727

Property Expenses
(2,784
)
 
(8,126
)
Impairment of Real Estate

 
(2,652
)
Depreciation and Amortization
(2,388
)
 
(7,727
)
Gain on Sale of Real Estate
25,988

 
34,344

Income from Discontinued Operations
$
27,823

 
$
36,566

Income from discontinued operations for the year ended December 31, 2014 reflects the results of operations and gain on sale of real estate relating to 29 industrial properties that were sold during the year ended December 31, 2014.
Income from discontinued operations for the year ended December 31, 2013 reflects the results of operations and gain on sale of real estate relating to 67 industrial properties that were sold during the year ended December 31, 2013 and the results of operations of 29 industrial properties that were sold during the year ended December 31, 2014. The impairment loss for the year ended December 31, 2013 of $2.7 million primarily relates to an impairment charge recorded due to carrying values of certain properties exceeding the estimated fair value based upon third party purchase contracts for properties held for sale during 2013.
The $0.1 million loss and $1.1 million gain on sale of real estate for the years ended December 31, 2014 and 2013, respectively, resulted from the sale of land parcels that did not meet the criteria for inclusion in discontinued operations.

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Comparison of Year Ended December 31, 2013 to Year Ended December 31, 2012
Our net income (loss) available to First Industrial Realty Trust, Inc.’s common stockholders and participating securities was $25.9 million and $(22.1) million for the years ended December 31, 2013 and 2012, respectively. Basic and diluted net income (loss) available to First Industrial Realty Trust, Inc.’s common stockholders was $0.24 per share and $(0.24) per share for the years ended December 31, 2013 and 2012, respectively.
The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the years ended December 31, 2013 and 2012. Same store properties are properties owned prior to January 1, 2012 and held as an in-service property through December 31, 2013 and developments and redevelopments that were placed in service prior to January 1, 2012 or were substantially completed for the 12 months prior to January 1, 2012. Properties which are at least 75% occupied at acquisition are placed in service. Acquisitions (that are less than 75% occupied at the date of acquisition), developments and redevelopments are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development/redevelopment construction completion. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, 2011 and held as an operating property through December 31, 2013. Sold properties are properties that were sold subsequent to December 31, 2011. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2012 or b) stabilized prior to January 1, 2012. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.
Our future financial condition and results of operations, including rental revenues, may be impacted by the future acquisition and sale of properties. Our future revenues and expenses may vary materially from historical rates.
For the years ended December 31, 2013 and 2012, the average occupancy rates of our same store properties were 90.1% and 88.3%, respectively.
 
2013
 
2012
 
$ Change
 
% Change
 
($ in 000’s)
REVENUES
 
 
 
 
 
 
 
Same Store Properties
$
317,460

 
$
309,051

 
$
8,409

 
2.7
 %
Acquired Properties
2,729

 
1,954

 
775

 
39.7
 %
Sold Properties
10,892

 
21,618

 
(10,726
)
 
(49.6
)%
(Re) Developments and Land, Not Included Above
6,641

 
716

 
5,925

 
827.5
 %
Other
1,459

 
2,635

 
(1,176
)
 
(44.6
)%
 
$
339,181

 
$
335,974

 
$
3,207

 
1.0
 %
Discontinued Operations
(20,727
)
 
(31,457
)
 
10,730

 
(34.1
)%
Total Revenues
$
318,454

 
$
304,517

 
$
13,937

 
4.6
 %
Revenues from same store properties increased $8.4 million primarily due to increases in occupancy and tenant recoveries, partially offset by a decrease in lease cancellation fees. Revenues from acquired properties increased $0.8 million due to the two leased industrial properties acquired subsequent to December 31, 2011 totaling approximately 1.0 million square feet of GLA. Revenues from sold properties decreased $10.7 million due to the 95 industrial properties sold subsequent to December 31, 2011 totaling approximately 7.2 million square feet of GLA. Revenues from (re)developments and land increased $5.9 million due to an increase in occupancy. Other revenues decreased $1.2 million primarily due to certain one-time revenue transactions during the year ended December 31, 2012, as well as a decrease in leasing fees earned from our Joint Ventures and a decrease in revenues from the operations of our maintenance company for the year ended December 31, 2013, as compared to the year ended December 31, 2012.

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2013
 
2012
 
$ Change
 
% Change
 
($ in 000’s)
PROPERTY EXPENSES
 
 
 
 
 
 
 
Same Store Properties
$
95,591

 
$
89,472

 
$
6,119

 
6.8
 %
Acquired Properties
1,047

 
420

 
627

 
149.3
 %
Sold Properties
4,226

 
8,700

 
(4,474
)
 
(51.4
)%
(Re) Developments and Land, Not Included Above
2,160

 
709

 
1,451

 
204.7
 %
Other
8,816

 
9,485

 
(669
)
 
(7.1
)%
 
$
111,840

 
$
108,786

 
$
3,054

 
2.8
 %
Discontinued Operations
(8,126
)
 
(12,269
)
 
4,143

 
(33.8
)%
Total Property Expenses
$
103,714

 
$
96,517

 
$
7,197

 
7.5
 %
 Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $6.1 million primarily due to an increase in real estate tax expense due to refunds received in 2012 relating to previous years and an increase in repairs and maintenance expense due to the higher snow removal costs incurred during the year ended December 31, 2013 as compared to the year ended December 31, 2012 due to the mild 2012 winter. Property expenses from acquired properties increased $0.6 million due to properties acquired subsequent to December 31, 2011. Property expenses from sold properties decreased $4.5 million due to properties sold subsequent to December 31, 2011. Property expenses from (re)developments and land increased $1.5 million primarily due to an increase in real estate tax expense. Other expenses remained relatively unchanged.
General and administrative expense decreased $2.2 million, or 8.9%, during the year ended December 31, 2013 compared to the year ended December 31, 2012 due primarily to the acceleration of expense recorded during 2012 related to restricted stock held by the Company’s CEO in connection with the terms of his employment agreement that was entered into in December 2012.
For the years ended December 31, 2013 and 2012, we recognized $0.3 million and $0.04 million, respectively, of expense related to costs associated with acquiring buildings from third parties.
The impairment reversal included in continuing operations for the year ended December 31, 2012 of $0.2 million is primarily comprised of an impairment reversal relating to certain industrial properties that no longer qualified for held for sale classification.
 
2013
 
2012
 
$ Change
 
% Change
 
($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
 
 
 
 
 
 
 
Same Store Properties
$
106,797

 
$
112,435

 
$
(5,638
)
 
(5.0
)%
Acquired Properties
1,755

 
808

 
947

 
117.2
 %
Sold Properties
3,646

 
7,832

 
(4,186
)
 
(53.4
)%
(Re) Developments and Land, Not Included Above
1,862

 
357

 
1,505

 
421.6
 %
Corporate Furniture, Fixtures and Equipment
618

 
1,077

 
(459
)
 
(42.6
)%
 
$
114,678

 
$
122,509

 
$
(7,831
)
 
(6.4
)%
Discontinued Operations
(7,727
)
 
(11,648
)
 
3,921

 
(33.7
)%
Total Depreciation and Other Amortization
$
106,951

 
$
110,861

 
$
(3,910
)
 
(3.5
)%
Depreciation and other amortization for same store properties decreased $5.6 million due to a decrease in catch-up depreciation taken for properties that were classified as held for sale in 2011 but no longer classified as held for sale during the year ended December 31, 2012, certain intangible assets related to acquisitions of real estate becoming fully depreciated as well as certain adjustments, which should have been recorded in previous periods, recorded during the years ended December 31, 2013 and 2012 causing a decrease in depreciation and amortization expense. Depreciation and other amortization from acquired properties increased $0.9 million due to properties acquired subsequent to December 31, 2011. Depreciation and other amortization from sold properties decreased $4.2 million due to properties sold subsequent to December 31, 2011. Depreciation and other amortization for (re)developments and land increased $1.5 million primarily due to an increase in substantial completion of developments. Corporate furniture, fixtures and equipment depreciation expense decreased $0.5 million due to assets becoming fully depreciated.

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Table of Contents

Interest income decreased $0.5 million, or 18.1%, primarily due to a decrease in the weighted average note receivable balance outstanding and a decrease in the weighted average interest rate for the year ended December 31, 2013 as compared to the year ended December 31, 2012.
Interest expense decreased $9.9 million, or 11.9%, primarily due to a decrease in the weighted average debt balance outstanding for the year ended December 31, 2013 ($1,338.5 million) as compared to the year ended December 31, 2012 ($1,427.7 million), an increase in capitalized interest of $1.6 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012 due to an increase in development activities and a decrease in the weighted average interest rate for the year ended December 31, 2013 (5.77%) as compared to the year ended December 31, 2012 (5.99%).
Amortization of deferred financing costs decreased $0.2 million, or 6.8%, due to lower deferred financing costs due to the amendment to our credit facility in July 2013 and the write off of financing costs related to the early retirement of certain mortgage loans and the repurchase and retirement of certain senior unsecured notes.
We recorded $0.1 million in mark-to-market net gain, inclusive of $0.8 million in swap payments related to the Series F Agreement, for the year ended December 31, 2013, as compared to $0.3 million in mark-to-market net loss, inclusive of $1.2 million in swap payments, for the year ended December 31, 2012. The Series F Agreement matured on October 1, 2013.
For the year ended December 31, 2013, we recognized a net loss from retirement of debt of $6.6 million due to the partial repurchase of certain series of our senior unsecured notes, the early payoff of certain mortgage loans and the write-off of certain unamortized loan fees associated with the amendment of our revolving line of credit. For the year ended December 31, 2012, we recognized a net loss from retirement of debt of $9.7 million due to the partial repurchase of certain series of our senior unsecured notes and early payoff of certain mortgage loans.
Equity in income of joint ventures decreased $1.4 million, or 91.3%, during the year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to a decrease in our pro rata share of gain and earn-outs on property sales from the 2003 Net Lease Joint Venture.
For the year ended December 31, 2012, we recognized $0.8 million of gain on change in control of interests related to the acquisition of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture. The $0.8 million of gain represents the difference between our carrying value and fair value of our equity interest on the acquisition date.
The income tax provision (as allocated to continuing operations and gain on sale of real estate, as applicable) decreased $5.5 million or 100.1% during the year ended December 31, 2013 compared to the year ended December 31, 2012 primarily due to a one-time IRS audit adjustment related to the 2009 liquidation of a former taxable REIT subsidiary that was recorded during the year ended December 31, 2012.
The following table summarizes certain information regarding the industrial properties included in discontinued operations for the years ended December 31, 2013 and 2012.
 
2013
 
2012
 
($ in 000’s)
Total Revenues
$
20,727

 
$
31,457

Property Expenses
(8,126
)
 
(12,269
)
Impairment of Real Estate
(2,652
)
 
(1,438
)
Depreciation and Amortization
(7,727
)
 
(11,648
)
Gain on Sale of Real Estate
34,344

 
12,665

Income from Discontinued Operations
$
36,566

 
$
18,767

Income from discontinued operations for the year ended December 31, 2013 reflects the results of operations and gain on sale of real estate relating to 67 industrial properties that were sold during the year ended December 31, 2013 and the results of operations of 29 industrial properties that were sold during the year ended December 31, 2014. The impairment loss for the year ended December 31, 2013 of $2.7 million primarily relates to an impairment charge recorded due to the carrying values of certain properties exceeding the estimated fair value based upon third party purchase contracts for properties held for sale during 2013.
Income from discontinued operations for the year ended December 31, 2012 reflects the results of operations and gain on sale of real estate relating to 28 industrial properties that were sold during the year ended December 31, 2012, the results of operations of 29 industrial properties that were sold during the year ended December 31, 2014 and the results of operations of

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Table of Contents

67 industrial properties that were sold during the year ended December 31, 2013. The impairment loss for the year ended December 31, 2012 of $1.4 million relates to impairment charges recorded due to carrying values of certain properties exceeding the estimated fair values based upon third party purchase contracts for properties held for sale during 2012.
The $1.1 million and $3.8 million gain on sale of real estate for the years ended December 31, 2013 and 2012, respectively, resulted from the sale of several land parcels that did not meet the criteria for inclusion in discontinued operations.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2014, our cash and cash equivalents and restricted cash were approximately $9.5 million and $1.8 million, respectively. Restricted cash is primarily comprised of cash held in escrow in connection with gross proceeds from the sales of certain industrial properties. These sales proceeds will be disbursed as we exchange industrial properties under Section 1031 of the Code. We also had $433.0 million available for additional borrowings under our Unsecured Credit Facility.
We have considered our short-term (through December 31, 2015) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We have $23.2 million in mortgage loans payable outstanding at December 31, 2014 that mature or we anticipate prepaying during 2015. We expect to satisfy these payment obligations prior to December 31, 2015 with borrowings under our Unsecured Credit Facility. With the exception of these payment obligations, we believe that our principal short-term liquidity needs are to fund normal recurring expenses, property acquisitions, developments, renovations, expansions and other nonrecurring capital improvements, debt service requirements, the minimum distributions required to maintain our REIT qualification under the Code and distributions approved by our Board of Directors. We anticipate that these needs will be met with cash flows provided by operating activities as well as the disposition of select assets. These needs may also be met by the issuance of additional equity securities or long-term unsecured indebtedness, subject to market conditions and contractual restrictions or borrowings under our Unsecured Credit Facility.
We expect to meet long-term (after December 31, 2015) liquidity requirements such as property acquisitions, developments, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements through the disposition of select assets, long-term unsecured and secured indebtedness and the issuance of additional equity securities, subject to market conditions.
We also finance the development and acquisition of additional properties through borrowings under our Unsecured Credit Facility and may finance the development or acquisition of additional properties through such borrowings, to the extent capacity is available. At December 31, 2014, borrowings under our Unsecured Credit Facility bore interest at a weighted average interest rate of 1.662%. As of February 24, 2015, we had approximately $418.0 million available for additional borrowings under our Unsecured Credit Facility. Our Unsecured Credit Facility contains certain financial covenants including limitations on incurrence of debt and debt service coverage. Our access to borrowings may be limited if we fail to meet any of these covenants. We believe that we were in compliance with our financial covenants as of December 31, 2014, and we anticipate that we will be able to operate in compliance with our financial covenants in 2015.
Our senior unsecured notes have been assigned credit ratings from Standard & Poor’s, Moody’s and Fitch Ratings of BBB-/Baa3/BBB-, respectively. In the event of a downgrade, we believe we would continue to have access to sufficient capital; however, our cost of borrowing would increase and our ability to access certain financial markets may be limited.
Year Ended December 31, 2014
Net cash provided by operating activities of approximately $137.2 million for the year ended December 31, 2014, was comprised primarily of the non-cash adjustments of approximately $100.3 million, a book overdraft of approximately $0.3 million, and net income of approximately $51.0 million, offset by the net change in operating assets and liabilities of approximately $2.1 million, payments of discounts and prepayment penalties associated with retirement of debt of approximately $10.7 million and equity in income of Joint Ventures in excess of distributions of approximately $1.6 million. The adjustments for the non-cash items of approximately $100.3 million are primarily comprised of depreciation and amortization of approximately $126.8 million, the loss from retirement of debt of approximately $0.7 million and the provision for bad debt of approximately $1.4 million, offset by the gain on sale of real estate of approximately $25.9 million and the effect of the straight-lining of rental income of approximately $2.7 million.
Net cash used in investing activities of approximately $69.1 million for the year ended December 31, 2014, was comprised primarily of the acquisition of certain land parcels and eight industrial properties comprising approximately 1.1 million square feet of GLA, the development of real estate, capital expenditures related to the improvement of existing real estate, payments related to leasing activities and an increase in escrows, offset by the net proceeds from the sale of real estate, repayments on our notes receivable and net distributions from our Joint Ventures.

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During the year ended December 31, 2014, we sold 29 industrial properties comprising approximately 2.0 million square feet of GLA and several land parcels. Proceeds from the sales of the 29 industrial properties and several land parcels, net of closing costs, were approximately $98.5 million. We are in various stages of discussions with third parties for the sale of additional properties and plan to continue to selectively market other properties for sale in 2015.
Net cash used in financing activities of approximately $66.2 million for the year ended December 31, 2014, was comprised primarily of the redemption of our Series F Preferred Stock and Series G Preferred Stock, repayments on our senior unsecured notes and mortgage loans payable, common stock/unit and preferred stock dividends, payments of debt issuance costs and the repurchase and retirement of restricted stock, offset by proceeds from the Unsecured Term Loan (as defined hereafter) and net proceeds from our Unsecured Credit Facility.
During the year ended December 31, 2014, we entered into a seven-year, $200.0 million unsecured term loan (the "Unsecured Term Loan").
During the year ended December 31, 2014, we paid off and retired prior to maturity mortgage loans in the amount of $65.6 million. Additionally, we paid off and retired our 2014 Notes, at maturity, in the amount of $81.8 million. We may from time to time repay additional amounts of our outstanding debt. Any repayments would depend upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors we consider important. Future repayments may materially impact our liquidity, taxable income and results of operations.
During the year ended December 31, 2014, we redeemed all 50,000 Depositary Shares of the Series F Preferred Stock for $50.0 million and paid a pro-rated first quarter dividend of $11.3299 per Depositary Share, totaling approximately $0.6 million. Additionally, during the year ended December 31, 2014, we redeemed all 25,000 Depositary Shares of the Series G Preferred Stock for $25.0 million and paid a semi-annual dividend of $36.18 per Depositary Share, totaling approximately $0.9 million.
Contractual Obligations and Commitments
The following table lists our contractual obligations and commitments as of December 31, 2014:
 
 
 
Payments Due by Period
(In thousands)
 
Total
Less Than
1 Year
 
1-3 Years
 
3-5 Years
 
Over 5 Years
Operating and Ground Leases(1)(2)
$
33,914

 
$
1,939

 
$
3,886

 
$
1,698

 
$
26,391

Real Estate Development Costs(1)(3)
50,600

 
50,600

 

 

 

Long Term Debt
1,349,997

 
12,158

 
605,593

 
244,764

 
487,482

Interest Expense on Long Term Debt(1)(4)
278,806

 
64,334

 
94,997

 
60,156

 
59,319

Total
$
1,713,317

 
$
129,031

 
$
704,476

 
$
306,618

 
$
573,192

_______________
(1)
Not on balance sheet.
(2)
Operating lease minimum rental payments have not been reduced by minimum sublease rentals of $5.4 million due in the future under non-cancelable subleases.
(3)
Represents estimated remaining costs on the completion of development projects.
(4)
Includes interest expense on our Unsecured Term Loan, inclusive of the impact of $200.0 million of interest rate protection agreements which effectively swap the variable interest rate to a fixed interest rate. Excludes interest expense on our Unsecured Credit Facility.

Off-Balance Sheet Arrangements
At December 31, 2014, we had letters of credit and performance bonds outstanding amounting to $17.6 million in the aggregate. The letters of credit and performance bonds are not reflected as liabilities on our balance sheet. We have no other off-balance sheet arrangements, as defined in Item 303 of Regulation S-K, other than those disclosed on the Contractual Obligations and Commitments table above that have or are reasonably likely to have a current or future effect on our financial condition, results of operation or liquidity and capital resources.

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Environmental
We paid approximately $0.7 million and $0.6 million in 2014 and 2013, respectively, related to environmental expenditures. We estimate 2015 expenditures of approximately $0.5 million. We estimate that the aggregate expenditures which need to be expended in 2015 and beyond with regard to currently identified environmental issues will not exceed approximately $1.8 million.
Inflation
For the last several years, inflation has not had a significant impact on the Company because of the relatively low inflation rates in our markets of operation. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, many of the outstanding leases have lease terms of six years which may enable us to replace existing leases with new leases at higher base rentals if rents of existing leases are below the then-existing market rate.
Market Risk
The following discussion about our risk-management activities includes "forward-looking statements" that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. Our business subjects us to market risk from interest rates, as described below.
Interest Rate Risk
The following analysis presents the hypothetical gain or loss in earnings, cash flows or fair value of the financial instruments and derivative instruments which are held by us at December 31, 2014 that are sensitive to changes in interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast.
In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include credit risk and legal risk and are not represented in the following analysis.
At December 31, 2014, $1,164.8 million (86.3% of total debt at December 31, 2014) of our debt was fixed rate debt (includes $200.0 million of variable-rate debt that has been effectively swapped to a fixed rate through the use of interest rate protection agreements) and $185.0 million (13.7% of total debt at December 31, 2014) of our debt was variable rate debt. At December 31, 2013, $1,123.8 million (86.7% of total debt at December 31, 2013) of our debt was fixed rate debt and $173.0 million (13.3% of total debt at December 31, 2013) of our debt was variable rate debt.
For fixed rate debt, changes in interest rates generally affect the fair value of the debt, but not our earnings or cash flows. Conversely, for variable rate debt, changes in the base interest rate used to calculate the all-in interest rate generally do not impact the fair value of the debt, but would affect our future earnings and cash flows. The interest rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact on us until we are required to refinance such debt. See Note 5 to the Consolidated Financial Statements for a discussion of the maturity dates of our various fixed rate debt.
Our variable rate debt is subject to risk based upon prevailing market interest rates. As of December 31, 2014 and 2013, we had approximately $185.0 million and $173.0 million, respectively, of variable rate debt outstanding indexed to LIBOR rates (excluding the $200.0 million of variable-rate debt that has been effectively swapped to a fixed rate through the use of interest rate protection agreements during the year ended December 31, 2014). If the LIBOR rates relevant to our variable rate debt were to have increased 10%, we estimate that our interest expense during the years ended December 31, 2014 and 2013 would have increased by approximately $0.03 million and $0.03 million, respectively, based on our average outstanding floating-rate debt during the years ended December 31, 2014 and 2013. Additionally, if weighted average interest rates on our fixed rate debt were to have increased by 10% due to refinancing, interest expense would have increased by approximately $7.2 million and $7.5 million during the years ended December 31, 2014 and 2013.
As of December 31, 2014 and 2013, the estimated fair value of our debt was approximately $1,422.5 million and $1,340.7 million, respectively, based on our estimate of the then-current market interest rates.
The use of derivative financial instruments allows us to manage risks of increases in interest rates with respect to the effect these fluctuations would have on our earnings and cash flows. As of December 31, 2014, we had interest rate protection agreements with a notional aggregate amount outstanding of $420.0 million, which mitigate our exposure to interest rates. $200.0 million of the interest rate protection agreements fix our interest rate on our Unsecured Term Loan and $220.0 million fix our interest rate to maintain our flexibility to pursue an offering of long-term unsecured debt in the future. Currently, we do not enter into financial instruments for trading or other speculative purposes.

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Supplemental Earnings Measure
Investors in and industry analysts following the real estate industry utilize funds from operations ("FFO") and net operating income ("NOI") as supplemental operating performance measures of an equity REIT. Historical cost accounting for real estate assets in accordance with accounting principles generally accepted in the United States of America ("GAAP") implicitly assumes that the value of real estate assets diminishes predictably over time through depreciation. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors prefer to supplement operating results that use historical cost accounting with measures such as FFO and NOI, among others. We provide information related to FFO and same store NOI ("SS NOI") both because such industry analysts are interested in such information, and because our management believes FFO and SS NOI are important performance measures. FFO and SS NOI are factors used by management in measuring our performance, including for purposes of determining the compensation of our executive officers under our 2014 incentive compensation plan.
Neither FFO nor SS NOI should be considered as a substitute for net income (loss), or any other measures derived in accordance with GAAP. Neither FFO nor SS NOI represents cash generated from operating activities in accordance with GAAP and neither should be considered as an alternative to cash flow from operating activities as a measure of our liquidity, nor is either indicative of funds available for our cash needs, including our ability to make cash distributions.
Funds From Operations
The National Association of Real Estate Investment Trusts ("NAREIT") created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income (loss) determined in accordance with GAAP. FFO is a non-GAAP financial measure. FFO is calculated by us in accordance with the definition adopted by the Board of Governors of NAREIT and therefore may not be comparable to other similarly titled measures of other companies.
Management believes that the use of FFO available to common stockholders and participating securities, combined with net income (loss) (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that, by excluding gains or losses related to sales of previously depreciated real estate assets, real estate asset depreciation and amortization and impairment charges (reversals) recorded on depreciable real estate, investors and analysts are able to identify the operating results of the long-term assets that form the core of a REIT’s activity and use these operating results for assistance in comparing these operating results between periods or to those of different companies.

The following table shows a reconciliation of net income (loss) available to common stockholders and participating securities to the calculation of FFO available to common stockholders and participating securities for the years ended December 31, 2014, 2013 and 2012.
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(In thousands)
Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
$
46,629

 
$
25,907

 
$
(22,069
)
Adjustments:
 
 
 
 
 
Depreciation and Other Amortization of Real Estate
111,371

 
106,333

 
109,784

Depreciation and Other Amortization of Real Estate Included in Discontinued Operations
2,388

 
7,727

 
11,648

Equity in Depreciation and Other Amortization of Joint Ventures
117

 
273

 
(20
)
Impairment of Depreciated Real Estate

 

 
(192
)
Impairment of Depreciated Real Estate Included in Discontinued Operations

 
2,652

 
1,438

Non-NAREIT Compliant Gain
(25,988
)
 
(34,344
)
 
(12,665
)
Non-NAREIT Compliant Gain from Joint Ventures
(3,346
)
 
(111
)
 
(902
)
Gain on Change in Control of Interests

 

 
(776
)
Noncontrolling Interest Share of Adjustments
(3,281
)
 
(3,426
)
 
(5,606
)
Funds from Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
$
127,890

 
$
105,011

 
$
80,640


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Same Store Net Operating Income
SS NOI is a non-GAAP financial measure that provides a measure of rental operations, and does not factor in depreciation and amortization, general and administrative expense, acquisition costs, interest expense, impairment charges, interest income, equity in income from joint ventures, income tax benefit and expense, gains and losses on retirement of debt, sale of real estate and mark-to-market of interest rate protection agreements. We define SS NOI as revenues minus property expenses such as real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, minus the NOI of properties that are not same store properties and minus the impact of straight-line rent, the amortization of lease inducements, the amortization of above/below market rent and lease termination fees. As so defined, SS NOI may not be comparable to same store net operating income or similar measures reported by other REITs that define same store properties or NOI differently. The major factors influencing SS NOI are occupancy levels, rental rate increases or decreases and tenant recoveries increases or decreases. Our success depends largely upon our ability to lease space and to recover the operating costs associated with those leases from our tenants.
The following table shows a reconciliation of the same store revenues and property expenses disclosed in the results of operations (and reconciled to revenues and expenses reflected on the statements of operations) to SS NOI for the years ended December 31, 2014 and 2013.
 
Year Ended December 31,
 
2014
 
2013
 
(In thousands)
Same Store Properties - Revenues
$
331,594

 
$
315,118

Same Store Properties - Property Expenses
100,468

 
93,542

Same Store Net Operating Income Before Adjustments
$
231,126

 
$
221,576

Adjustments:
 
 
 
Lease Inducement Amortization
1,064

 
1,112

Straight-line Rent
(929
)
 
(3,919
)
Above / Below Market Rent Amortization
(827
)
 
(562
)
Lease Termination Fees
(1,482
)
 
(998
)
One-Time Restoration Fee
(2,638
)
 

Same Store Net Operating Income
$
226,314

 
$
217,209

Subsequent Events
From January 1, 2015 to February 24, 2015, we sold six industrial properties for approximately $12.9 million.

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Response to this item is included in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above.

Item 8.
Financial Statements and Supplementary Data
See Index to Financial Statements and Financial Statement Schedule included in Item 15.

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

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Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making its assessment of internal control over financial reporting, management used the Internal Control-Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission.
Our management has concluded that, as of December 31, 2014, our internal control over financial reporting was effective.
The effectiveness of our internal control over financial reporting as of December 31, 2014 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein within Item 15. See Report of Independent Registered Public Accounting Firm.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the fourth quarter of 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.
Other Information
None.

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Table of Contents

PART III
 
Item 10, 11, 12, 13 and 14.
Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions and Director Independence and Principal Accountant Fees and Services
The information required by Item 10, Item 11, Item 12, Item 13 and Item 14 is hereby incorporated or furnished, solely to the extent required by such item, from the Company’s definitive proxy statement, which is expected to be filed with the SEC no later than 120 days after the end of the Company’s fiscal year. Information from the Company’s definitive proxy statement shall not be deemed to be “filed” or “soliciting material,” or subject to liability for purposes of Section 18 of the Securities Exchange Act of 1934 to the maximum extent permitted under the Exchange Act.


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Table of Contents

PART IV
 
Item 15.
Exhibits and Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedule and Exhibits
(1 & 2) See Index to Financial Statements and Financial Statement Schedule.
(3) Exhibits: 
Exhibits
 
Description
 
 
 
3.1
 
Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102)
 
 
 
3.2
 
Second Amended and Restated Bylaws of the Company, dated May 9, 2013 (incorporated by reference to Exhibit 3.2 of the Form 8-K of the Company, filed May 10, 2013, File No. 1-13102)
 
 
 
3.3
 
Articles of Amendment to the Company’s Articles of Incorporation, dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102)
 
 
 
3.4
 
Articles of Amendment to the Company’s Articles of Incorporation, dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102)
 
 
 
3.5
 
Articles Supplementary relating to the Company’s 6.236% Series F Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
3.6
 
Articles Supplementary relating to the Company’s 7.236% Series G Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
3.7
 
Articles Supplementary relating to the Company’s Junior Participating Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 4.10 of Form S-3 of the Company and First Industrial, L.P. dated September 24, 1997, Registration No. 333-29879)
 
 
 
3.8
 
Articles Supplementary relating to the Company’s 7.25% Series J Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company filed January 17, 2006, File No. 1-13102)
 
 
 
3.9
 
Articles Supplementary relating to the Company’s 7.25% Series K Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 1.6 of the Form 8-A of the Company, as filed on August 18, 2006, File No. 1-13102)
 
 
 
3.10
 
Articles of Amendment to the Company’s Articles of Incorporation, dated May 12, 2011 (incorporated by reference to Exhibit 3.1 of the Form 8-K of the Company filed June 2, 2011, File No. 1-13102)
 
 
 
3.11
 
Articles of Amendment to the Company’s Articles of Incorporation, dated May 9, 2013 (incorporated by reference to Exhibit 3.1 of the Form 8-K of the Company filed May 10, 2013 File No. 1-13102)
 
 
 
4.1
 
Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102)
 
 
 
4.2
 
Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102)
 
 
 
4.3
 
Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-Term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial, L.P., dated November 3, 1997, as filed November 3, 1997, File No. 333-21873)
 
 
 
4.4
 
7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102)
 
 
 

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Exhibits
 
Description
4.5
 
Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P. and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of the Form 10-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873)
 
 
 
4.6
 
7.60% Notes due 2028 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873)
 
 
 
4.7
 
Supplemental Indenture No. 5, dated as of July 14, 1998, between First Industrial, L.P. and U.S. Bank Trust National Association, relating to First Industrial, L.P.’s 7.60% Notes due July 15, 2028 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873)
 
 
 
4.8
 
Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and U.S. Bank National Association, relating to First Industrial, L.P.’s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated April 4, 2002, File No. 333-21873)
 
 
 
4.9
 
Form of 7.75% Notes due 2032 in the principal amount of $50.0 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Form 8-K of First Industrial, L.P., dated April 4, 2002, File No. 333-21873)
 
 
 
4.10
 
Supplemental Indenture No. 10, dated as of January 10, 2006, relating to 5.75% Senior Notes due 2016, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed January 11, 2006, File No. 1-13102)
 
 
 
4.11
 
Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102)
 
 
 
10.1
 
Twelfth Amended and Restated Partnership Agreement of First Industrial, L.P. dated February 27, 2012 and effective March 17, 2012 (incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, File No. 1-13102)
 
 
 
10.2
 
Sales Agreement by and among the Company, First Industrial, L.P. and Cantor Fitzgerald & Co. dated September 16, 2004 (incorporated by reference to Exhibit 1.1 of the Form 8-K of the Company, dated September 16, 2004, File No. 1-13102)
 
 
 
10.3
 
Form of Non-Competition Agreement between Johannson L. Yap and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-11, File No. 33-77804)
 
 
 
10.4†
 
1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102)
 
 
 
10.5
 
Contribution Agreement, dated March 19, 1996, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated April 3, 1996, File No. 1-13102)
 
 
 
10.6
 
Contribution Agreement, dated January 31, 1997, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.58 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102)
 
 
 
10.7†
 
1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102)
 
 
 
10.8†
 
2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, File No. 1-13102)
 
 
 
10.9†
 
Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102)
 
 
 
10.10†
 
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
10.11†
 
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
10.12†
 
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 

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Exhibits
 
Description
10.13†
 
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.6 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
10.14†
 
Amended and Restated Unsecured Revolving Credit Agreement dated as of July 19, 2013 among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 22, 2013, File No. 1-13102)
 
 
 
10.15
 
Form of Restricted Stock Agreement (Director’s Annual Retainer) (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed May 19, 2006, File No. 1-13102)
 
 
 
10.16†
 
Amendment No. 1 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2006, File No. 1-13102)
 
 
 
10.17†
 
Amendment No. 2 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2007, File No. 1-13102)
 
 
 
10.18†
 
Amendment No. 1 to the Company’s 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.19†
 
Amendment No. 1 to the Company’s 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.20†
 
Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.21†
 
Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.22†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.23†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.24†
 
Amendment No. 3 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 2008, File No. 1-13102)
 
 
 
10.25†
 
Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 2008, File No. 1-13102)
 
 
 
10.26†
 
First Amendment, dated as of December 29, 2008, to Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-13102)
 
 
 
10.27†
 
Employment Agreement dated as of December 17, 2012 by and among the Company, First Industrial L.P. and Bruce W. Duncan (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed December 19, 2012, File No. 1-13102)
 
 
 
10.28†
 
2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended June 30, 2009, File No. 1-13102)
 
 
 
10.29†
 
Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed July 15, 2009, File No. 1-13102)
 
 
 
10.30†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed March 4, 2010, File No. 1-13102)
 
 
 
10.31†
 
Form of Employee Service Based Bonus Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 7, 2010, File No. 1-13102)
 
 
 
10.32†
 
Form of Employee Service Based Bonus Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 13, 2011, File No. 1-13102)
 
 
 
10.33†
 
2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 2, 2011, File No. 1-13102)
 
 
 
10.34†
 
Amendment No. 1 to 2011 Stock Incentive Plan, dated April 28, 2011 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed on April 28, 2011, File No. 1-13102)
 
 
 

44

Table of Contents

Exhibits
 
Description
10.35†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2012, File No. 1-13102)
 
 
 
10.36†
 
Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2012, File No. 1-13102)
 
 
 
10.37†
 
Form of Employee Service Based Bonus Agreement (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2012, File No. 1-13102)
 
 
 
10.38†
 
Form of Restricted Stock Award Agreement for Bruce Duncan (incorporated by reference to Exhibit 10.46 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012, file No. 1-13102)
 
 
 
10.39*†
 
Form of 2013 Long-Term Incentive Program (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed June 25, 2013, File No. 1-13102)
 
 
 
10.40†
 
Form of 2013 Long-Term Incentive Program Performance Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed June 25, 2013, File No. 1-13102)
 
 
 
10.41†
 
Unsecured Term Loan Agreement dated as of January 29, 2014 among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed January 29, 2014, File No. 1-13102)
 
 
 
10.42
 
Distribution Agreement among the Company, First Industrial, L.P. and Wells Fargo Securities, LLC dated March 13, 2014 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed on March 13, 2014, File No. 1-13102)

 
 
 
10.43
 
2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.44†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.45†
 
Form of Restricted Stock Award Agreement for Bruce Duncan (incorporated by reference to Exhibit 10.3 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.46†
 
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.47†
 
Form of 2013 Long-Term Incentive Program Performance Unit Award Agreement (incorporated by reference to Exhibit 10.5 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.48†
 
Form of Restricted Stock Award Agreement (incorporated by reference Exhibit 10.6 of the Form 8-K of the Company, filed May 9, 2014, File No. 13102)
 
 
 
21.1*
 
Subsidiaries of the Registrant
 
 
 
23*
 
Consent of PricewaterhouseCoopers LLP
 
 
 
31.1*
 
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
 
 
 
31.2*
 
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
 
 
 
32**
 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101.1*
 
The following financial statements from First Industrial Realty Trust, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL: (i) Consolidated Balance Sheets (audited), (ii) Consolidated Statements of Operations (audited), (iii) Consolidated Statements of Comprehensive Income (audited), (iv) Consolidated Statement of Changes in Stockholders’ Equity (audited), (v) Consolidated Statements of Cash Flows (audited) and (vi) Notes to Consolidated Financial Statements (audited).
_______________
*
Filed herewith.
**
Furnished herewith.
Indicates a compensatory plan or arrangement contemplated by Item 15 a (3) of Form 10-K.

45

Table of Contents

EXHIBIT INDEX
 
Exhibits
 
Description
 
 
 
3.1
 
Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102)
 
 
 
3.2
 
Second Amended and Restated Bylaws of the Company, dated May 9, 2013 (incorporated by reference to Exhibit 3.2 of the Form 8-K of the Company, filed May 10, 2013, File No. 1-13102)
 
 
 
3.3
 
Articles of Amendment to the Company’s Articles of Incorporation, dated June 20, 1994 (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102)
 
 
 
3.4
 
Articles of Amendment to the Company’s Articles of Incorporation, dated May 31, 1996 (incorporated by reference to Exhibit 3.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 1996, File No. 1-13102)
 
 
 
3.5
 
Articles Supplementary relating to the Company’s 6.236% Series F Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 3.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
3.6
 
Articles Supplementary relating to the Company’s 7.236% Series G Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 3.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
3.7
 
Articles Supplementary relating to the Company’s Junior Participating Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 4.10 of Form S-3 of the Company and First Industrial, L.P. dated September 24, 1997, Registration No. 333-29879)
 
 
 
3.8
 
Articles Supplementary relating to the Company’s 7.25% Series J Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company filed January 17, 2006, File No. 1-13102)
 
 
 
3.9
 
Articles Supplementary relating to the Company’s 7.25% Series K Cumulative Redeemable Preferred Stock, $0.01 par value (incorporated by reference to Exhibit 1.6 of the Form 8-A of the Company, as filed on August 18, 2006, File No. 1-13102)
 
 
 
3.10
 
Articles of Amendment to the Company’s Articles of Incorporation, dated May 12, 2011 (incorporated by reference to Exhibit 3.1 of the Form 8-K of the Company filed June 2, 2011, File No. 1-13102)
 
 
 
3.11
 
Articles of Amendment to the Company’s Articles of Incorporation, dated May 9, 2013 (incorporated by reference to Exhibit 3.1 of the Form 8-K of the Company filed May 10, 2013, File No. 1-13102)
 
 
 
4.1
 
Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102)
 
 
 
4.2
 
Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102)
 
 
 
4.3
 
Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-Term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of First Industrial, L.P., dated November 3, 1997, as filed November 3, 1997, File No. 333-21873)
 
 
 
4.4
 
7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102)
 
 
 
4.5
 
Trust Agreement, dated as of May 16, 1997, between First Industrial, L.P. and First Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 of the Form 10-Q of First Industrial, L.P. for the fiscal quarter ended March 31, 1997, File No. 333-21873)
 
 
 
4.6
 
7.60% Notes due 2028 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.2 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873)
 
 
 

46

Table of Contents

Exhibits
 
Description
4.7
 
Supplemental Indenture No. 5, dated as of July 14, 1998, between First Industrial, L.P. and U.S. Bank Trust National Association, relating to First Industrial, L.P.’s 7.60% Notes due July 15, 2028 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated July 15, 1998, File No. 333-21873)
 
 
 
4.8
 
Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and U.S. Bank National Association, relating to First Industrial, L.P.’s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Form 8-K of First Industrial, L.P. dated April 4, 2002, File No. 333-21873)
 
 
 
4.9
 
Form of 7.75% Notes due 2032 in the principal amount of $50.0 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Form 8-K of First Industrial, L.P., dated April 4, 2002, File No. 333-21873)
 
 
 
4.10
 
Supplemental Indenture No. 10, dated as of January 10, 2006, relating to 5.75% Senior Notes due 2016, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed January 11, 2006, File No. 1-13102)
 
 
 
4.11
 
Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102)
 
 
 
10.1
 
Twelfth Amended and Restated Partnership Agreement of First Industrial, L.P. dated February 27, 2012 and effective March 17, 2012 (incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, File No. 1-13102)
 
 
 
10.2
 
Sales Agreement by and among the Company, First Industrial, L.P. and Cantor Fitzgerald & Co. dated September 16, 2004 (incorporated by reference to Exhibit 1.1 of the Form 8-K of the Company, dated September 16, 2004, File No. 1-13102)
 
 
 
10.3
 
Form of Non-Competition Agreement between Johannson L. Yap and First Industrial Realty Trust, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-11, File No. 33-77804)
 
 
 
10.4†
 
1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1994, File No. 1-13102)
 
 
 
10.5
 
Contribution Agreement, dated March 19, 1996, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, dated April 3, 1996, File No. 1-13102)
 
 
 
10.6
 
Contribution Agreement, dated January 31, 1997, among FR Acquisitions, Inc. and the parties listed on the signature pages thereto (incorporated by reference to Exhibit 10.58 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1996, File No. 1-13102)
 
 
 
10.7†
 
1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.62 of the Company’s Annual Report on
Form 10-K for the year ended December 31, 1996, File No. 1-13102)
 
 
 
10.8†
 
2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2001, File No. 1-13102)
 
 
 
10.9†
 
Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 2002, File No. 1-13102)
 
 
 
10.10†
 
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
10.11†
 
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
10.12†
 
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
10.13†
 
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.6 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2004, File No. 1-13102)
 
 
 
10.14†
 
Amended and Restated Unsecured Revolving Credit Agreement dated as of July 19, 2013 among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 22, 2013, File No. 1-13102)
 
 
 

47

Table of Contents

Exhibits
 
Description
10.15
 
Form of Restricted Stock Agreement (Director’s Annual Retainer) (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed May 19, 2006, File No. 1-13102)
 
 
 
10.16†
 
Amendment No. 1 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2006, File No. 1-13102)
 
 
 
10.17†
 
Amendment No. 2 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2007, File No. 1-13102)
 
 
 
10.18†
 
Amendment No. 1 to the Company’s 1994 Stock Incentive Plan (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.19†
 
Amendment No. 1 to the Company’s 1997 Stock Incentive Plan (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.20†
 
Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.21†
 
Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.22†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.23†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-13102)
 
 
 
10.24†
 
Amendment No. 3 to the Company’s 2001 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 2008, File No. 1-13102)
 
 
 
10.25†
 
Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 2008, File No. 1-13102)
 
 
 
10.26†
 
First Amendment, dated as of December 29, 2008, to Employment Agreement, dated March 31, 2002, between First Industrial Realty Trust, Inc. and Johannson L. Yap (incorporated by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, File No. 1-13102)
 
 
 
10.27†
 
Employment Agreement dated as of December 17, 2012 by and among the Company, First Industrial L.P. and Bruce W. Duncan (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed December 19, 2012, File No. 1-13102)
 
 
 
10.28†
 
2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended June 30, 2009, File No. 1-13102)
 
 
 
10.29†
 
Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed July 15, 2009, File No. 1-13102)
 
 
 
10.30†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed March 4, 2010, File No. 1-13102)
 
 
 
10.31†
 
Form of Employee Service Based Bonus Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 7, 2010, File No. 1-13102)
 
 
 
10.32†
 
Form of Employee Service Based Bonus Agreement (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 13, 2011, File No. 1-13102)
 
 
 
10.33†
 
2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 2, 2011, File No. 1-13102)
 
 
 
10.34†
 
Amendment No. 1 to 2011 Stock Incentive Plan, dated April 28, 2011 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed on April 28, 2011, File No. 1-13102)
 
 
 
10.35†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2012, File No. 1-13102)
 
 
 
10.36†
 
Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2012, File No. 1-13102)
 
 
 
10.37†
 
Form of Employee Service Based Bonus Agreement (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the Company for the fiscal quarter ended June 30, 2012, File No. 1-13102)
 
 
 

48

Table of Contents

Exhibits
 
Description
10.38†
 
Form of Restricted Stock Award Agreement for Bruce Duncan (incorporated by reference to Exhibit 10.46 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012, file No. 1-13102)
 
 
 
10.39*†
 
Form of 2013 Long-Term Incentive Program (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed June 25, 2013, File No. 1-13102)
 
 
 
10.40†
 
Form of 2013 Long-Term Incentive Program Performance Unit Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company filed June 25, 2013, File No. 1-13102)
 
 
 
10.41†
 
Unsecured Term Loan Agreement dated as of January 29, 2014 among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed January 29, 2014, File No. 1-13102)
 
 
 
10.42
 
Distribution Agreement among the Company, First Industrial, L.P. and Wells Fargo Securities, LLC dated March 13, 2014 (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed on March 13, 2014, File No. 1-13102)

 
 
 
10.43
 
2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.44†
 
Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.45†
 
Form of Restricted Stock Award Agreement for Bruce Duncan (incorporated by reference to Exhibit 10.3 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.46†
 
Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.4 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.47†
 
Form of 2013 Long-Term Incentive Program Performance Unit Award Agreement (incorporated by reference to Exhibit 10.5 of the Form 8-K of the Company, filed May 9, 2014, File No. 1-13102)
 
 
 
10.48†
 
Form of Restricted Stock Award Agreement (incorporated by reference Exhibit 10.6 of the Form 8-K of the Company, filed May 9, 2014, File No. 13102)
 
 
 
21.1*
 
Subsidiaries of the Registrant
 
 
 
23*
 
Consent of PricewaterhouseCoopers LLP
 
 
 
31.1*
 
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
 
 
 
31.2*
 
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
 
 
 
32**
 
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
101.1*
 
The following financial statements from First Industrial Realty Trust, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL: (i) Consolidated Balance Sheets (audited), (ii) Consolidated Statements of Operations (audited), (iii) Consolidated Statements of Comprehensive Income (audited), (iv) Consolidated Statement of Changes in Stockholders’ Equity (audited), (v) Consolidated Statements of Cash Flows (audited) and (vi) Notes to Consolidated Financial Statements (audited)
_______________
*
Filed herewith.
**
Furnished herewith.
Indicates a compensatory plan or arrangement contemplated by Item 15 a (3) of Form 10-K.


49

Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
 
 
Page
FINANCIAL STATEMENTS
 
FINANCIAL STATEMENT SCHEDULE
 


50

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
First Industrial Realty Trust, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive income, of changes in stockholders' equity and of cash flows present fairly, in all material respects, the financial position of First Industrial Realty Trust, Inc. and its subsidiaries (the “Company”) at December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 24, 2015


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FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
 
 
December 31, 2014
 
December 31, 2013
 
(In thousands except share and per  share data)
ASSETS
 
 
 
Assets:
 
 
 
Investment in Real Estate:
 
 
 
Land
$
718,188

 
$
703,478

Buildings and Improvements
2,439,887

 
2,390,566

Construction in Progress
25,294

 
25,503

Less: Accumulated Depreciation
(786,978
)
 
(748,044
)
Net Investment in Real Estate
2,396,391

 
2,371,503

Cash and Cash Equivalents
9,500

 
7,577

Restricted Cash
1,829

 

Tenant Accounts Receivable, Net
7,356

 
5,705

Investments in Joint Venture
71

 
907

Deferred Rent Receivable, Net
58,130

 
56,417

Deferred Financing Costs, Net
10,448

 
11,406

Deferred Leasing Intangibles, Net
33,526

 
29,790

Prepaid Expenses and Other Assets, Net
64,744

 
114,205

Total Assets
$
2,581,995

 
$
2,597,510

LIABILITIES AND EQUITY
 
 
 
Liabilities:
 
 
 
Indebtedness:
 
 
 
Mortgage Loans Payable, Net
$
599,985

 
$
677,890

Senior Unsecured Notes, Net
364,861

 
445,916

Unsecured Term Loan
200,000

 

Unsecured Credit Facility
185,000

 
173,000

Accounts Payable, Accrued Expenses and Other Liabilities
79,733

 
75,305

Deferred Leasing Intangibles, Net
12,726

 
13,626

Rents Received in Advance and Security Deposits
36,914

 
30,265

Dividend Payable
11,949

 
10,289

Total Liabilities
1,491,168

 
1,426,291

Commitments and Contingencies

 

Equity:
 
 
 
First Industrial Realty Trust Inc.’s Stockholders’ Equity:
 
 
 
Preferred Stock (See Note 6)

 

Common Stock ($0.01 par value, 150,000,000 shares authorized, 114,924,980 and 114,304,964 shares issued and 110,600,866 and 109,980,850 shares outstanding)
1,149

 
1,143

Additional Paid-in-Capital
1,872,336

 
1,938,886

Distributions in Excess of Accumulated Earnings
(670,650
)
 
(669,896
)
Accumulated Other Comprehensive Loss
(13,867
)
 
(3,265
)
Treasury Shares at Cost (4,324,114 shares)
(140,018
)
 
(140,018
)
Total First Industrial Realty Trust, Inc.’s Stockholders’ Equity
1,048,950

 
1,126,850

Noncontrolling Interest
41,877

 
44,369

Total Equity
1,090,827

 
1,171,219

Total Liabilities and Equity
$
2,581,995

 
$
2,597,510

The accompanying notes are an integral part of the consolidated financial statements.

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FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
 
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Year Ended December 31, 2012
 
(In thousands except per share data)
Revenues:
 
 
 
 
 
Rental Income
$
259,609

 
$
245,064

 
$
236,661

Tenant Recoveries and Other Income
84,990

 
73,390

 
67,856

Total Revenues
344,599

 
318,454

 
304,517

Expenses:
 
 
 
 
 
Property Expenses
114,499

 
103,714

 
96,517

General and Administrative
23,418

 
22,821

 
25,063

Acquisition Costs
960

 
331

 
40

Impairment of Real Estate

 

 
(192
)
Depreciation and Other Amortization
111,897

 
106,951

 
110,861

Total Expenses
250,774

 
233,817

 
232,289

Other Income (Expense):
 
 
 
 
 
Interest Income
2,110

 
2,354

 
2,874

Interest Expense
(72,178
)
 
(73,558
)
 
(83,506
)
Amortization of Deferred Financing Costs
(3,098
)
 
(3,225
)
 
(3,460
)
Mark-to-Market Gain (Loss) on Interest Rate Protection Agreements

 
52

 
(328
)
Loss from Retirement of Debt
(655
)
 
(6,637
)
 
(9,684
)
Total Other Income (Expense)
(73,821
)
 
(81,014
)
 
(94,104
)
Income (Loss) from Continuing Operations Before Equity in Income of Joint Ventures, Gain on Change in Control of Interests and Income Tax (Provision) Benefit
20,004

 
3,623

 
(21,876
)
Equity in Income of Joint Ventures
3,499

 
136

 
1,559

Gain on Change in Control of Interests

 

 
776

Income Tax (Provision) Benefit
(238
)
 
213

 
(5,522
)
Income (Loss) from Continuing Operations
23,265

 
3,972

 
(25,063
)
Discontinued Operations:
 
 
 
 
 
Income Attributable to Discontinued Operations
1,835

 
2,222

 
6,102

Gain on Sale of Real Estate
25,988

 
34,344

 
12,665

Income from Discontinued Operations
27,823

 
36,566

 
18,767

Income (Loss) Before (Loss) Gain on Sale of Real Estate
51,088

 
40,538

 
(6,296
)
(Loss) Gain on Sale of Real Estate
(83
)
 
1,100

 
3,777

Provision for Income Taxes Allocable to Gain on Sale of Real Estate

 
(210
)
 

Net Income (Loss)
51,005

 
41,428

 
(2,519
)
Less: Net (Income) Loss Attributable to the Noncontrolling Interest
(1,895
)
 
(1,121
)
 
1,201

Net Income (Loss) Attributable to First Industrial Realty Trust, Inc.
49,110

 
40,307

 
(1,318
)
Less: Preferred Dividends
(1,019
)
 
(8,733
)
 
(18,947
)
Less: Redemption of Preferred Stock
(1,462
)
 
(5,667
)
 
(1,804
)
Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
$
46,629

 
$
25,907

 
$
(22,069
)
Basic and Diluted Earnings Per Share:
 
 
 
 
 
Income (Loss) from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.18

 
$
(0.09
)
 
$
(0.44
)
Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.24

 
$
0.33

 
$
0.20

Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.42

 
$
0.24

 
$
(0.24
)
Distributions Per Share
$
0.41

 
$
0.34

 
$
0.00

Weighted Average Shares Outstanding - Basic
109,922

 
106,995

 
91,468

Weighted Average Shares Outstanding - Diluted
110,325

 
106,995

 
91,468

The accompanying notes are an integral part of the consolidated financial statements.


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FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Year Ended December 31, 2012
 
(In thousands)
Net Income (Loss)
$
51,005

 
$
41,428

 
$
(2,519
)
Mark-to-Market Loss on Interest Rate Protection Agreements
(12,279
)
 

 

Amortization of Interest Rate Protection Agreements
1,358

 
2,411

 
2,271

Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements

 
1,116

 
3,247

Foreign Currency Translation Adjustment
(93
)
 
(60
)
 
32

Comprehensive Income
39,991

 
44,895

 
3,031

Comprehensive (Income) Loss Attributable to Noncontrolling Interest
(1,467
)
 
(1,265
)
 
913

Comprehensive Income Attributable to First Industrial Realty Trust, Inc.
$
38,524

 
$
43,630

 
$
3,944

The accompanying notes are an integral part of the consolidated financial statements.


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FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-in-
Capital
 
Distributions
in Excess  of
Accumulated
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Treasury
Shares
At Cost
 
Noncontrolling
Interest
 
Total
 
(In thousands)
Balance as of December 31, 2011
$

 
$
911

 
$
1,811,349

 
$
(633,854
)
 
$
(11,712
)
 
$
(140,018
)
 
$
45,919

 
$
1,072,595

Issuance of Common Stock, Net of Issuance Costs

 
109

 
134,327

 

 

 

 

 
134,436

Redemption of Preferred Stock

 

 
(48,240
)
 
(1,804
)
 

 

 

 
(50,044
)
Stock Based Compensation Activity

 
6

 
6,220

 
(1,644
)
 

 

 

 
4,582

Conversion of Units to Common Stock

 
5

 
4,758

 

 

 

 
(4,763
)
 

Reallocation—Additional Paid in Capital

 

 
(1,924
)
 

 

 

 
1,924

 

Preferred Dividends

 

 

 
(18,947
)
 

 

 

 
(18,947
)
Net Loss

 

 

 
(1,318
)
 

 

 
(1,201
)
 
(2,519
)
Reallocation—Other Comprehensive Income

 

 

 

 
(107
)
 

 
107

 

Other Comprehensive Income

 

 

 

 
5,262

 

 
288

 
5,550

Balance as of December 31, 2012
$

 
$
1,031

 
$
1,906,490

 
$
(657,567
)
 
$
(6,557
)
 
$
(140,018
)
 
$
42,274

 
$
1,145,653

Issuance of Common Stock, Net of Issuance Costs

 
107

 
173,678

 

 

 

 

 
173,785

Redemption of Preferred Stock

 

 
(144,384
)
 
(5,667
)
 

 

 

 
(150,051
)
Stock Based Compensation Activity

 
4

 
5,476

 
(948
)
 

 

 

 
4,532

Conversion of Units to Common Stock

 
1

 
995

 

 

 

 
(996
)
 

Reallocation—Additional Paid in Capital

 

 
(3,369
)
 

 

 

 
3,369

 

Common Stock and Unit Distributions

 

 

 
(37,288
)
 

 

 
(1,574
)
 
(38,862
)
Preferred Dividends

 

 

 
(8,733
)
 

 

 

 
(8,733
)
Net Income

 

 

 
40,307

 

 

 
1,121

 
41,428

Reallocation—Other Comprehensive Income

 

 

 

 
(31
)
 

 
31

 

Other Comprehensive Income

 

 

 

 
3,323

 

 
144

 
3,467

Balance as of December 31, 2013
$

 
$
1,143

 
$
1,938,886

 
$
(669,896
)
 
$
(3,265
)
 
$
(140,018
)
 
$
44,369

 
$
1,171,219

Redemption of Preferred Stock

 

 
(73,587
)
 
(1,462
)
 

 

 

 
(75,049
)
Stock Based Compensation Activity

 
4

 
4,880

 
(1,936
)
 

 

 

 
2,948

Conversion of Units to Common Stock

 
2

 
2,153

 

 

 

 
(2,155
)
 

Reallocation—Additional Paid in Capital

 

 
4

 

 

 

 
(4
)
 

Common Stock and Unit Distributions

 

 

 
(45,447
)
 

 

 
(1,816
)
 
(47,263
)
Preferred Dividends

 

 

 
(1,019
)
 

 

 

 
(1,019
)
Net Income

 

 

 
49,110

 

 

 
1,895

 
51,005

Reallocation—Other Comprehensive Income

 

 

 

 
(16
)
 

 
16

 

Other Comprehensive Loss

 

 

 

 
(10,586
)
 

 
(428
)
 
(11,014
)
Balance as of December 31, 2014
$

 
$
1,149

 
$
1,872,336

 
$
(670,650
)
 
$
(13,867
)
 
$
(140,018
)
 
$
41,877

 
$
1,090,827

The accompanying notes are an integral part of the consolidated financial statements.

55

Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Year Ended December 31, 2012
 
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
Net Income (Loss)
$
51,005

 
$
41,428

 
$
(2,519
)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
 
 
 
 
 
Depreciation
93,457

 
94,271

 
100,074

Amortization of Deferred Financing Costs
3,098

 
3,225

 
3,460

Other Amortization
30,218

 
30,632

 
35,097

Impairment of Real Estate

 
2,652

 
1,246

Provision for Bad Debt
1,425

 
726

 
542

Equity in Income of Joint Ventures
(3,499
)
 
(136
)
 
(1,559
)
Distributions from Joint Ventures
1,881

 
177

 
1,580

Gain on Sale of Real Estate
(25,905
)
 
(35,444
)
 
(16,442
)
Gain on Change in Control of Interests

 

 
(776
)
Loss from Retirement of Debt
655

 
6,637

 
9,684

Mark-to-Market (Gain) Loss on Interest Rate Protection Agreements

 
(52
)
 
328

(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net
(2,582
)
 
(3,192
)
 
3,770

Increase in Deferred Rent Receivable
(2,715
)
 
(4,516
)
 
(3,504
)
Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits
452

 
(5,679
)
 
10,791

Payments of Premiums, Discounts and Prepayment Penalties Associated with Retirement of Debt
(10,650
)
 
(4,978
)
 
(7,065
)
Cash Book Overdraft
336

 

 
1,715

Net Cash Provided by Operating Activities
137,176

 
125,751

 
136,422

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
Acquisitions of Real Estate
(96,045
)
 
(73,642
)
 
(55,508
)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs
(123,037
)
 
(114,806
)
 
(83,222
)
Net Proceeds from Sales of Investments in Real Estate
98,472

 
126,250

 
82,503

Contributions to and Investments in Joint Ventures
(31
)
 
(38
)
 
(190
)
Distributions from Joint Ventures
2,475

 
104

 
90

Repayments of Notes Receivable
49,761

 
615

 
14,365

(Increase) Decrease in Escrows
(664
)
 
204

 
(273
)
Net Cash Used in Investing Activities
(69,069
)
 
(61,313
)
 
(42,235
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
Debt and Equity Issuance and Redemption Costs
(2,419
)
 
(3,575
)
 
(1,545
)
Proceeds from the Issuance of Common Stock, Net of Underwriter’s Discount

 
174,081

 
134,905

Repurchase and Retirement of Restricted Stock
(4,667
)
 
(2,968
)
 
(2,690
)
Common Stock and Unit Distributions Paid
(45,151
)
 
(29,025
)
 

Preferred Dividends Paid
(1,471
)
 
(8,733
)
 
(23,258
)
Redemption of Preferred Stock
(75,000
)
 
(150,000
)
 
(50,000
)
Payments on Interest Rate Protection Agreements

 
(1,079
)
 
(1,144
)
Proceeds from Origination of Mortgage Loans Payable

 

 
100,599

Repayments on Mortgage Loans Payable
(77,880
)
 
(85,680
)
 
(39,121
)
Repayments of Senior Unsecured Notes
(71,578
)
 
(29,769
)
 
(166,153
)
Proceeds from Unsecured Term Loan
200,000

 

 

Proceeds from Unsecured Credit Facility
356,000

 
373,000

 
339,000

Repayments on Unsecured Credit Facility
(344,000
)
 
(298,000
)
 
(390,000
)
Net Cash Used in Financing Activities
(66,166
)
 
(61,748
)
 
(99,407
)
Net Effect of Exchange Rate Changes on Cash and Cash Equivalents
(18
)
 
(51
)
 
5

Net Increase (Decrease) in Cash and Cash Equivalents
1,941

 
2,690

 
(5,220
)
Cash and Cash Equivalents, Beginning of Year
7,577

 
4,938

 
10,153

Cash and Cash Equivalents, End of Year
$
9,500

 
$
7,577

 
$
4,938

The accompanying notes are an integral part of the consolidated financial statements.


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Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
1. Organization and Formation of Company
First Industrial Realty Trust, Inc. (the "Company") was organized in the state of Maryland on August 10, 1993. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). Unless the context otherwise requires, the terms "Company," "we," "us" and "our" refer to First Industrial Realty Trust, Inc., First Industrial, L.P. and their respective controlled subsidiaries. We refer to our operating partnership, First Industrial, L.P., as the "Operating Partnership."
We began operations on July 1, 1994. Our operations are conducted primarily through the Operating Partnership, of which First Industrial Realty Trust, Inc. is the sole general partner, and through its taxable REIT subsidiaries. We also conduct operations through other partnerships (the "Other Real Estate Partnerships") and limited liability companies, the operating data of which, together with that of the Operating Partnership and the taxable REIT subsidiaries, is consolidated with that of the Company as presented herein. First Industrial Realty Trust, Inc. does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partners of the Other Real Estate Partnerships. 
We also provide various services to two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture"; collectively, the "Joint Ventures"). Our noncontrolling equity ownership interests in the 2003 Net Lease Joint Venture and 2007 Europe Joint Venture are 15% and 10%, respectively. At December 31, 2014, the 2003 Net Lease Joint Venture owned one industrial property comprising approximately 0.8 million square feet of gross leasable area ("GLA") and the 2007 Europe Joint Venture did not own any properties. The 2003 Net Lease Joint Venture is considered a variable interest entity in accordance with the FASB guidance on the consolidation of variable interest entities. We continue to conclude that we are not the primary beneficiary of this venture. Our maximum exposure to loss is equal to our investment. The Joint Ventures are accounted for under the equity method of accounting. Accordingly, the operating data of our Joint Ventures is not consolidated with that of the Company as presented herein.
As of December 31, 2014, we owned 638 industrial properties located in 25 states, containing an aggregate of approximately 63.5 million square feet of GLA. Of the 638 properties owned by the Company on a consolidated basis, none of them are directly owned by First Industrial Realty Trust, Inc.
Any references to the number of buildings and square footage in the financial statement footnotes are unaudited.
2. Basis of Presentation
First Industrial Realty Trust, Inc. is the sole general partner of the Operating Partnership, with an approximate 96.2% and 96.0% ownership interest at December 31, 2014 and 2013, respectively. Noncontrolling interest of approximately 3.8% and 4.0% at December 31, 2014 and 2013, respectively, represents the aggregate partnership interest in the Operating Partnership held by the limited partners thereof.
Our consolidated financial statements at December 31, 2014 and 2013 and for each of the years ended December 31, 2014, 2013 and 2012 include the accounts and operating results of the Company and our subsidiaries. Such financial statements present our noncontrolling equity interests in our Joint Ventures under the equity method of accounting. All intercompany transactions have been eliminated in consolidation.
3. Summary of Significant Accounting Policies
In order to conform with generally accepted accounting principles, we are required in preparation of our financial statements to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, 2014 and 2013, and the reported amounts of revenues and expenses for each of the years ended December 31, 2014, 2013 and 2012. Actual results could differ from those estimates.

Reclassifications
Certain reclassifications have been made to the 2013 and 2012 financial statements to conform to the 2014 presentation.

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Table of Contents

Cash and Cash Equivalents
Cash and cash equivalents include all cash and liquid investments with an initial maturity of three months or less. The carrying amount approximates fair value due to the short term maturity of these investments.

Restricted Cash
Restricted cash includes cash held in escrow in connection with gross proceeds from the sales of certain industrial properties. These sales proceeds will be disbursed as we exchange into properties under Section 1031 of the Code. The carrying amount approximates fair value due to the short term maturity of these investments.

Investment in Real Estate and Depreciation
Investment in real estate is carried at cost, less accumulated depreciation and amortization. We review our properties on a quarterly basis for impairment and provide a provision if impairments exist. To determine if an impairment may exist, we review our properties and identify those that have had either an event of change or event of circumstances warranting further assessment of recoverability (such as a decrease in occupancy, a decline in general market conditions or a change in the expected hold period of an asset). If further assessment of recoverability is needed, we estimate the future net cash flows expected to result from the use of the property and its eventual disposition on an individual property basis. If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of the property on an individual property basis, we will recognize an impairment loss based upon the estimated fair value of such property. For properties we consider held for sale, we cease depreciating the properties and value the properties at the lower of depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify such property as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. We classify properties as held for sale when all criteria within the Financial Accounting Standards Board’s (the "FASB") guidance on the impairment or disposal of long-lived assets are met.
Interest costs, real estate taxes, compensation costs of development personnel and other directly related costs incurred during construction periods are capitalized and depreciated commencing with the date the property is substantially completed. Upon substantial completion, we reclassify construction in progress to building, tenant improvements and leasing commissions. Such costs begin to be capitalized to the development projects from the point we are undergoing necessary activities to get the development ready for its intended use and cease when the development projects are substantially completed and held available for occupancy.
Depreciation expense is computed using the straight-line method based on the following useful lives: 
 
Years
Buildings and Improvements
7 to 50
Land Improvements
3 to 20
Furniture, Fixtures and Equipment
4 to 10
Tenant Improvements
Shorter of Lease Term or Useful Life
Construction expenditures for tenant improvements, leasehold improvements and leasing commissions (inclusive of compensation costs of personnel attributable to leasing) are capitalized and amortized over the terms of each specific lease. Capitalized compensation costs of personnel attributable to leasing relate to time directly attributable to originating leases with independent third parties that result directly from and are essential to originating those leases and would not have been incurred had these leasing transactions not occurred. Repairs and maintenance are charged to expense when incurred. Expenditures for improvements are capitalized.
Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired and liabilities assumed, which generally consists of land, buildings, tenant improvements, leasing commissions and intangible assets including in-place leases, above market and below market leases, below market ground lease obligations and tenant relationships. We allocate the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. Acquired above and below market leases and below market ground lease obligations are valued based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and below market ground lease obligations, and the initial term plus the term of any below market fixed rate renewal options for below market leases. The above market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases, and the below market

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lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below market fixed rate renewal options of the respective leases.
The purchase price is further allocated to in-place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the respective tenant. The value of in-place lease intangibles and tenant relationships, which are included as components of deferred leasing intangibles, net are amortized over the remaining lease term (and expected renewal periods of the respective lease for tenant relationships) as adjustments to depreciation and other amortization expense. If a tenant terminates its lease early, the unamortized portion of the tenant improvements, leasing commissions, above and below market leases, the in-place lease value and tenant relationships is immediately written off.

Deferred leasing intangibles, net of accumulated amortization, included in our total assets and total liabilities consist of the following: 
 
December 31,
2014
 
December 31,
2013
In-Place Leases
$
16,850

 
$
15,676

Above Market Leases
3,425

 
3,994

Below Market Ground Lease Obligation
1,823

 

Tenant Relationships
11,428

 
10,120

Total Included in Total Assets, Net of $28,808 and $30,017 of Accumulated Amortization
$
33,526

 
$
29,790

Below Market Leases
$
12,726

 
$
13,626

Total Included in Total Liabilities, Net of $8,735 and $8,240 of Accumulated Amortization
$
12,726

 
$
13,626

Amortization expense related to in-place leases and tenant relationships, exclusive of amortization expense related to in-place leases and tenant relationships included in discontinued operations, was $6,239, $5,598 and $6,768 for the years ended December 31, 2014, 2013 and 2012, respectively. Rental revenues increased by $925, $572 and $790 related to net amortization of above/(below) market leases, exclusive of net amortization related to above/(below) market leases included in discontinued operations, for the years ended December 31, 2014, 2013 and 2012, respectively. We will recognize net amortization expense related to deferred leasing intangibles over the next five years, for properties owned as of December 31, 2014 as follows: 
 
Estimated
Amortization
of In-Place
Leases and Tenant
Relationships
 
Estimated Net
Increase to
Rental Revenues
Related to
Above and Below
Market Leases
2015
$
5,708

 
$
405

2016
$
4,446

 
$
950

2017
$
3,957

 
$
913

2018
$
3,063

 
$
840

2019
$
2,362

 
$
799

Foreign Currency Transactions and Translation
The assets and liabilities of our operations in Canada are translated to U.S. dollars from the Canadian dollar based on the current exchange rate prevailing at each balance sheet date. The income statement accounts are translated using the average exchange rate for the period. The resulting translation adjustments are included in accumulated other comprehensive income. We sold our sole remaining real estate asset located in Canada during the year ended December 31, 2014.
Deferred Financing Costs
Deferred financing costs include fees and costs incurred to obtain long-term financing. These fees and costs are being amortized over the terms of the respective loans. Accumulated amortization of deferred financing costs was $17,173 and $17,122 at December 31, 2014 and 2013, respectively. Unamortized deferred financing costs are written-off when debt is retired before the maturity date.

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Investments in Joint Ventures
Investments in joint ventures represent our noncontrolling equity interests in our Joint Ventures. We account for our investments in joint ventures under the equity method of accounting, as we do not have a majority voting interest, operational control or financial control. Control is determined using accounting standards related to the consolidation of joint ventures and variable interest entities. In order to assess whether consolidation of a variable interest entity is required, an enterprise is required to qualitatively assess the determination of the primary beneficiary of a variable interest entity ("VIE") based on whether the entity (1) has the power to direct matters that most significantly impact the activities of the VIE and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Additionally, they require an ongoing reconsideration of the primary beneficiary and provide a framework for the events that trigger a reassessment of whether an entity is a VIE.
Under the equity method of accounting, our share of earnings or losses of our Joint Ventures is reflected in income as earned and contributions or distributions increase or decrease our investments in joint ventures as paid or received, respectively. Differences between our carrying value of our investments in joint ventures and our underlying equity of such Joint Ventures are amortized over the respective lives of the underlying assets.
Stock Based Compensation
We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense over the service period for awards expected to vest.
Net income, net of preferred dividends and redemption of preferred stock, is allocated to common stockholders and participating securities based upon their proportionate share of weighted average shares plus weighted average participating securities. Participating securities are unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents. Restricted stock awards granted to employees and directors are considered participating securities as they receive non-forfeitable dividend or dividend equivalents at the same rate as common stock. See Note 9 for further disclosure about participating securities.
Revenue Recognition
Rental income is recognized on a straight-line method under which contractual rent increases are recognized evenly over the lease term. Tenant recovery income includes payments from tenants for real estate taxes, insurance and other property operating expenses and is recognized as revenue in the same period the related expenses are incurred by us.
Revenue is generally recognized on payments received from tenants for early lease terminations upon the effective termination of a tenant’s lease and when we have no further obligations under the lease.
Interest income on notes receivable is recognized based on the accrual method unless a significant uncertainty of collection exists. If a significant uncertainty exists, interest income is recognized as collected.
We provide an allowance for doubtful accounts against the portion of tenant accounts receivable including deferred rent receivable, which is estimated to be uncollectible. Accounts receivable in the consolidated balance sheets are shown net of an allowance for doubtful accounts of $1,695 and $1,362 as of December 31, 2014 and 2013, respectively. Deferred rent receivable in the consolidated balance sheets is shown net of an allowance for doubtful accounts of $1,888 and $1,694 as of December 31, 2014 and 2013, respectively. For accounts receivable we deem uncollectible, we use the direct write-off method.

Gain on Sale of Real Estate
Gain on sale of real estate is recognized using the full accrual method, when appropriate. Gains relating to transactions which do not meet the full accrual method of accounting are deferred and recognized when the full accrual method of accounting criteria are met or by using the installment or deposit methods of profit recognition, as appropriate in the circumstances. As the assets are sold, their costs and related accumulated depreciation are written off with resulting gains or losses reflected in net income or loss. Estimated future costs to be incurred by us after completion of each sale are accrued and included in the determination of the gain on sales.

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Notes Receivable
Notes receivable are primarily comprised of mortgage notes receivable that we have made in connection with sales of real estate assets. The notes receivable are recorded at fair value at the time of issuance. Discounts on notes receivable are accreted over the life of the related note receivable. Interest income is accrued as earned. Notes receivable are considered past due when a contractual payment is not remitted in accordance with the terms of the note agreement. On a quarterly basis, we evaluate the collectability of each mortgage note receivable on an individual basis based on various factors which may include payment history, expected fair value of the collateral and internal and external credit information. A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due under the existing contractual terms. When a loan is considered impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the note receivable to the present value of expected future cash flows. Since the majority of our notes receivable are collateralized by a first mortgage, the loans have risk characteristics similar to the risks in owning commercial real estate.
Income Taxes
We have elected to be taxed as a REIT under the Code. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement to distribute at least 90% of our adjusted taxable income to our stockholders. Management intends to continue to adhere to these requirements and to maintain our REIT status. As a REIT, we are entitled to a tax deduction for some or all of the dividends we pay to shareholders. Accordingly, we generally will not be subject to federal income taxes as long as we currently distribute to shareholders an amount equal to or in excess of our taxable income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes and may not be able to qualify as a REIT for four subsequent taxable years.
REIT qualification reduces, but does not eliminate, the amount of state and local taxes we pay. In addition, our financial statements include the operations of taxable corporate subsidiaries that are not entitled to a dividends paid deduction and are subject to corporate federal, state and local income taxes. As a REIT, we may also be subject to certain federal excise and franchise taxes if we engage in certain types of transactions. A benefit/provision has been made for federal, state and local income taxes in the accompanying consolidated financial statements. In accordance with FASB’s guidance, the total benefit/provision has been separately allocated to income (loss) from continuing operations, income (loss) from discontinued operations and gain (loss) on sale of real estate. The provision for excise and franchise taxes has been reflected in general and administrative expense in the consolidated statements of operations and has not been separately stated due to its insignificance.
Earnings Per Share ("EPS")
Basic net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) available to common shareholders by the sum of the weighted average number of common shares outstanding and any dilutive non-participating securities for the period. See Note 9 for further disclosure about EPS.

Derivative Financial Instruments
Historically, we have used interest rate protection agreements ("Agreements") to fix the interest rate on anticipated offerings of senior unsecured notes or convert floating rate debt and preferred stock to fixed rate. Receipts or payments that result from the settlement of Agreements used to fix the interest rate on anticipated offerings of senior unsecured notes are amortized over the life of the derivative or the life of the debt and included in interest expense. Receipts or payments resulting from Agreements used to convert floating rate debt to fixed rate debt are recognized as a component of interest expense. Agreements which qualify for hedge accounting are marked-to-market and any gain or loss that is effective is recognized in other comprehensive income (shareholders’ equity). Agreements which do not qualify for hedge accounting are marked-to-market and any gain or loss is recognized in net income (loss) immediately. Amounts accumulated in other comprehensive income during the hedge period are reclassified to earnings in the same period during which the forecasted transaction or hedged item affects net income (loss). The credit risks associated with Agreements are controlled through the evaluation and monitoring of the creditworthiness of the counterparty. In the event that the counterparty fails to meet the terms of Agreements, our exposure is limited to the current value of the interest rate differential, not the notional amount, and our carrying value of Agreements on the balance sheet. See Note 13 for more information on the Agreements.

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Fair Value of Financial Instruments
Financial instruments other than our derivatives include tenant accounts receivable, notes receivable, accounts payable, other accrued expenses, mortgage loans payable, unsecured credit facility, unsecured term loan and senior unsecured notes. The fair values of tenant accounts receivable, accounts payable and other accrued expenses approximate their carrying or contract values. See Note 5 for the fair values of the mortgage loans payable, unsecured credit facility, unsecured term loan and senior unsecured notes and see Note 4 for the fair value of our notes receivable.
Discontinued Operations
The FASB’s guidance on financial reporting for the disposal of long lived assets requires that the results of operations and gains or losses on the sale of property or property held for sale be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Company as a result of the disposal transaction and (b) we will not have any significant continuing involvement in the operations of the property after the disposal transaction. The guidance also requires prior period results of operations for these properties to be reclassified and presented in discontinued operations in prior consolidated statements of operations.
Segment Reporting
Management views the Company as a single segment based on its method of internal reporting.
Recent Accounting Pronouncements
In April 2014, the FASB issued Accounting Standards Update No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity" ("ASU 2014-08"). ASU 2014-08 changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. ASU 2014-08 is effective for annual periods beginning on or after December 15, 2014, and interim periods within those annual periods and is to be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. Upon adoption in the first quarter of 2015, we anticipate the disposition of properties, as well as the classification of properties held for sale, will generally no longer meet the guidance to be classified as discontinued operations.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. Most significantly for the real estate industry, leasing transactions are not within the scope of the new standard. A majority of our tenant-related revenue is recognized pursuant to lease agreements. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.
4. Investment in Real Estate
Acquisitions
In 2012, we acquired one industrial property comprising approximately 0.4 million square feet of GLA through the purchase of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture and several land parcels. The gross agreed-upon fair value for the industrial property was $21,819, excluding costs incurred in conjunction with the acquisition of the industrial property. The acquisition was funded through the assumption of a mortgage loan, which was subsequently paid off on the date of acquisition and whose carrying value approximated fair market value, in the amount of $12,026 and a cash payment of $8,324 (85% of the net fair value of the acquisition). We accounted for this transaction as a step acquisition utilizing the purchase method of accounting. Due to the change in control that occurred, we recorded a gain during the year ended December 31, 2012 of $776 related to the difference between our carrying value and fair value of our equity interest on the acquisition date. The purchase price of the land parcels was approximately $46,695, excluding costs incurred in conjunction with the acquisition of the land parcels.
In 2013, we acquired two industrial properties, one of which we acquired through the acquisition of 100% of the equity interest in the limited liability company that owned the industrial property, comprising approximately 1.1 million square feet of GLA and several land parcels. One of the two industrial properties was vacant upon acquisition. The purchase price of these acquisitions totaled approximately $72,812, excluding costs incurred in conjunction with the acquisition of the industrial properties and land parcels.

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In 2014, we acquired eight industrial properties comprising approximately 1.1 million square feet of GLA and several land parcels. The purchase price of these acquisitions totaled approximately $95,692, excluding costs incurred in conjunction with the acquisition of the industrial properties and land parcels.
The purchase price of the industrial properties and land parcels acquired for the years ended December 31, 2014 and 2013, was allocated as follows:
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
Land
$
39,739

 
$
34,518

Building and Improvements
44,070

 
33,244

Other Assets
1,863

 
517

Deferred Leasing Intangibles, Net
10,020

 
4,533

Total Purchase Price
$
95,692

 
$
72,812

We value third party acquisitions and acquisitions of unconsolidated joint venture partner interests in industrial properties on a similar basis, generally by applying an income capitalization approach. The fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements.
Intangible Assets (Liabilities) Subject To Amortization in the Period of Acquisition
The fair value at the date of acquisition of in-place leases, tenant relationships, a below market ground lease obligation and above and below market leases recorded due to the real estate properties acquired for the years ended December 31, 2014 and 2013, which are recorded as deferred leasing intangibles, is as follows: 
 
Year Ended
December 31,
2014
 
Year Ended
December 31,
2013
In-Place Leases
$
5,350

 
$
2,807

Tenant Relationships
$
3,440

 
$
1,914

Above Market Leases
$
316

 
$

Below Market Ground Lease Obligation
$
1,854

 
$

Below Market Leases
$
(940
)
 
$
(188
)
The weighted average life, in months, of in-place leases, tenant relationships, a below market ground lease obligation and above and below market leases recorded at the time of acquisition as a result of the real estate properties acquired for the years ended December 31, 2014 and 2013 is as follows: 
 
Year Ended
December 31,
2014
 
Year Ended
December 31,
2013
In-Place Leases
74
 
52
Tenant Relationships
131
 
112
Above Market Leases
66
 
N/A
Below Market Ground Lease Obligation
480
 
N/A
Below Market Leases
79
 
52

Sales and Discontinued Operations
In 2012, we sold 28 industrial properties comprising approximately 4.2 million square feet of GLA and one land parcel. Gross proceeds from the sales of the industrial properties and one land parcel were approximately $85,561. The gain on sale of real estate was approximately $16,442, of which $12,665 is shown in discontinued operations. The 28 sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the 28 industrial properties sold are included in discontinued operations. The results of operations and gain on sale of real estate for the one land parcel, which does not meet the criteria to be included in discontinued operations, is included in continuing operations.

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In 2013, we sold 67 industrial properties comprising approximately 3.0 million square feet of GLA and several land parcels. Gross proceeds from the sales of the industrial properties and land parcels were approximately $144,628. The gain on sale of real estate was approximately $35,444, of which $34,344 is shown in discontinued operations. The 67 sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the 67 industrial properties sold are included in discontinued operations. The results of operations and gain on sale of real estate for the several land parcels, which do not meet the criteria to be included in discontinued operations, are included in continuing operations.
In 2014, we sold 29 industrial properties comprising approximately 2.0 million square feet of GLA and several land parcels. Gross proceeds from the sales of the industrial properties and land parcels were approximately $102,596. The gain on sale of real estate was approximately $25,905, of which $25,988 is shown in discontinued operations. The 29 sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the 29 industrial properties sold are included in discontinued operations. The results of operations and loss on sale of real estate for the several land parcels, which do not meet the criteria to be included in discontinued operations, are included in continuing operations.
The following table discloses certain information regarding the industrial properties included in our discontinued operations for the years ended December 31, 2014, 2013 and 2012: 
 
Year Ended December 31,
 
2014
 
2013
 
2012
Total Revenues
$
7,007

 
$
20,727

 
$
31,457

Property Expenses
(2,784
)
 
(8,126
)
 
(12,269
)
Impairment of Real Estate

 
(2,652
)
 
(1,438
)
Depreciation and Amortization
(2,388
)
 
(7,727
)
 
(11,648
)
Gain on Sale of Real Estate
25,988

 
34,344

 
12,665

Income from Discontinued Operations
$
27,823

 
$
36,566

 
$
18,767

At December 31, 2014 and 2013, we had notes receivable and accrued interest outstanding, issued in connection with sales of industrial properties, of approximately $2,731 and $52,605, net of a discount of $0 and $191, respectively, which are included as a component of prepaid expenses and other assets. The note receivable outstanding at December 31, 2014, bears interest at a fixed rate of 4.75% and matured January 15, 2015. At December 31, 2014 and 2013, the fair value of the notes receivable, including accrued interest, was $2,732 and $53,482, respectively. The fair values of our notes receivable were determined by discounting the future cash flows using the current rates at which similar loans would be made to other borrowers based on similar remaining maturities. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value of our notes receivable was primarily based upon Level 3 inputs.

Impairment Charges
During the years ended December 31, 2013 and 2012, we recorded the following net non-cash impairment charges (reversals): 
 
Year Ended
December 31,
2013
 
Year Ended
December 31,
2012
Sold Operating Properties - Discontinued Operations
$
2,652

 
$
1,438

Operating Properties - Continuing Operations

 
(192
)
Total Net Impairment
$
2,652

 
$
1,246

The impairment charges for assets that qualify to be classified as held for sale are calculated as the difference between the carrying value of the properties and the estimated fair value, less costs to sell. The impairment charges for assets not held for sale are calculated as the difference between the carrying value of the properties and the estimated fair value. The net impairment charges recorded during the years ended December 31, 2013 and 2012 were due to marketing certain properties for sale and our assessment of the likelihood and timing of a potential sale transaction. Catch-up depreciation and amortization was recorded during the year ended December 31, 2012 for certain assets that were no longer classified as held for sale.
The accounting guidance for the fair value measurement provisions for the impairment of long lived assets establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted

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prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The real estate assets measured at fair value on a non-recurring basis during the years ended December 31, 2014 and 2013 were either sold or are recorded at carrying value at December 31, 2014.
The fair market values were determined using widely accepted valuation techniques including discounted cash flow analyses using expected cash flows and third party offers. For operational real estate assets, the most significant assumptions used in the discounted cash flow analyses included the discount rate, projected occupancy levels, market rental rates, capital expenditures and the terminal capitalization rate. Valuations based on third party offers include bona fide contract prices and letter of intent amounts that we believe are indicative of fair value.
5. Indebtedness
The following table discloses certain information regarding our indebtedness: 
 
Outstanding Balance at
 
Interest
Rate at
December 31,
2014
 
Effective
Interest
Rate at
Issuance
 
Maturity
Date
 
December 31,
2014
 
December 31,
2013
 
Mortgage Loans Payable, Net
$
599,985

 
$
677,890

 
4.03% – 8.26%
 
4.03% – 8.26%
 
February 2016 –
September 2022
Unamortized Premiums
(90
)
 
(115
)
 
 
 
 
 
 
Mortgage Loans Payable, Gross
$
599,895

 
$
677,775

 
 
 
 
 
 
Senior Unsecured Notes, Net
 
 
 
 
 
 
 
 
 
2016 Notes
$
159,621

 
$
159,566

 
5.750%
 
5.91%
 
1/15/2016
2017 Notes
54,966

 
54,960

 
7.500%
 
7.52%
 
12/1/2017
2027 Notes
6,066

 
6,066

 
7.150%
 
7.11%
 
5/15/2027
2028 Notes
31,884

 
31,883

 
7.600%
 
8.13%
 
7/15/2028
2032 Notes
10,518

 
10,514

 
7.750%
 
7.87%
 
4/15/2032
2014 Notes

 
81,149

 
N/A
 
N/A
 
6/1/2014
2017 II Notes
101,806

 
101,778

 
5.950%
 
6.37%
 
5/15/2017
Subtotal
$
364,861

 
$
445,916

 
 
 
 
 
 
Unamortized Discounts
241

 
980

 
 
 
 
 
 
Senior Unsecured Notes, Gross
$
365,102

 
$
446,896

 
 
 
 
 
 
Unsecured Term Loan*
$
200,000

 
N/A

 
1.906%
 
1.906%
 
1/29/2021
Unsecured Credit Facility**
$
185,000

 
$
173,000

 
1.662%
 
1.662%
 
9/29/2017
* We entered into interest rate protection agreements, with an aggregate notional value of $200,000, to effectively convert the variable rate to a fixed rate. See Note 13.
** The maturity date may be extended an additional year at our election, subject to certain restrictions.
Mortgage Loans Payable, Net
During the years ended December 31, 2014 and 2013, we paid off and retired prior to maturity mortgage loans payable in the amount of $65,558 and $72,261, respectively. In connection with these prepayments, we recognized $655 and $1,578 as loss from retirement of debt for the years ended December 31, 2014 and 2013, respectively.
As of December 31, 2014, mortgage loans payable are collateralized, and in some instances cross-collateralized, by industrial properties with a net carrying value of $740,281. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans payable as of December 31, 2014.

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Senior Unsecured Notes, Net
During the year ended December 31, 2013, we repurchased and retired the following senior unsecured notes prior to maturity: 
 
Principal Amount Repurchased
 
Purchase Price
2017 Notes
430

 
482

2017 II Notes
5,000

 
5,300

2028 Notes
23,394

 
26,547

2032 Notes
1,000

 
1,163

Total
$
29,824

 
$
33,492

In connection with these repurchases prior to maturity, we recognized $5,003 as loss from retirement of debt for the year ended December 31, 2013, which is the difference between the repurchase price and the principal amount retired, net of the pro rata write-off of the unamortized debt issue discount, the unamortized deferred financing costs and the unamortized settlement amount of the interest rate protection agreements of $28, $191 and $1,116, respectively.
During the year ended December 31, 2014, we paid off and retired our 2014 Notes, at maturity, in the amount of $81,794.
Unsecured Term Loan
On January 29, 2014, we entered into a seven-year, $200,000 unsecured loan (the "Unsecured Term Loan") with a syndicate of financial institutions. The Unsecured Term Loan requires interest only payments and bears interest at a variable rate based on LIBOR, as defined in the loan agreement, plus a specified spread based on our leverage ratio or credit ratings.
Unsecured Credit Facility
On July 19, 2013, we amended and restated our $450,000 revolving credit agreement (the "Old Credit Facility"), increasing the borrowing capacity thereunder to $625,000 (as amended and restated, the "Unsecured Credit Facility"). We may request that the borrowing capacity under the Unsecured Credit Facility be increased to $825,000, subject to certain restrictions. The amendment extended the maturity date from December 12, 2014 to September 29, 2017 with an option to extend an additional one year at our election, subject to certain restrictions. At December 31, 2014, the Unsecured Credit Facility provides for interest only payments at LIBOR plus 150 basis points. The interest rate on the Unsecured Credit Facility varies based on our leverage ratio. In connection with the amendment of the Old Credit Facility, we wrote off $56 of unamortized deferred financing costs, which is included in loss from retirement of debt for the year ended December 31, 2013.
Indebtedness
The following is a schedule of the stated maturities and scheduled principal payments of our indebtedness, exclusive of premiums and discounts, for the next five years ending December 31, and thereafter: 
 
Amount
2015
$
12,158

2016
251,870

2017
353,723

2018
168,341

2019
76,423

Thereafter
487,482

Total
$
1,349,997

The Unsecured Credit Facility, Unsecured Term Loan and the indentures governing our senior unsecured notes contain certain financial covenants, including limitations on incurrence of debt and debt service coverage. Under the Unsecured Credit Facility and Unsecured Term Loan, an event of default can occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreements. We believe that the Operating Partnership and the Company were in compliance with all covenants relating to the Unsecured Credit Facility, Unsecured Term Loan and indentures governing our senior unsecured notes as of December 31, 2014. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders and noteholders in a manner that could impose and cause us to incur material costs.

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Fair Value
At December 31, 2014 and 2013, the fair value of our indebtedness was as follows: 
 
December 31, 2014
 
December 31, 2013
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Mortgage Loans Payable, Net
$
599,985

 
$
640,818

 
$
677,890

 
$
684,914

Senior Unsecured Debt, Net
364,861

 
395,320

 
445,916

 
482,781

Unsecured Term Loan
200,000

 
200,575

 
N/A

 
N/A

Unsecured Credit Facility
185,000

 
185,747

 
173,000

 
173,000

Total
$
1,349,846

 
$
1,422,460

 
$
1,296,806

 
$
1,340,695

The fair values of our mortgage loans payable were determined by discounting the future cash flows using the current rates at which similar loans would be made based upon similar remaining maturities. The current market rates we utilized were internally estimated. The fair value of the senior unsecured debt was determined by using rates, as advised by our bankers in certain cases, that are based upon recent trades within the same series of the senior unsecured debt, recent trades for senior unsecured debt with comparable maturities, recent trades for fixed rate unsecured debt from companies with profiles similar to ours, as well as overall economic conditions. The fair value of the Unsecured Credit Facility and Unsecured Term Loan was determined by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term, assuming no repayment until maturity. We have concluded that our determination of fair value for each of our mortgage loans payable, senior unsecured debt, Unsecured Term Loan and Unsecured Credit Facility was primarily based upon Level 3 inputs.
6. Stockholders’ Equity
Preferred Stock
On May 27, 2004, we issued 50,000 Depositary Shares, each representing 1/100th of a share of our 6.236%, Series F Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series F Preferred Stock"), at an initial offering price of $1,000.00 per Depositary Share. The Series F Preferred Stock was redeemable for cash at our option, in whole or in part, at a redemption price of $1,000.00 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On March 6, 2014, we fully redeemed the Series F Preferred Stock, at a redemption price of $1,000.00 per Depositary Share, and paid a pro-rated first quarter dividend of $11.3299 per Depositary Share, totaling $566. The initial offering costs associated with the issuance of the Series F Preferred Stock, as well as costs associated with the redemption, totaled $949 and are reflected as a deduction from net income in determining earnings per share for the year ended December 31, 2014.
On May 27, 2004, we issued 25,000 Depositary Shares, each representing 1/100th of a share of our 7.236%, Series G Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series G Preferred Stock"), at an initial offering price of $1,000.00 per Depositary Share. The Series G Preferred Stock was redeemable for cash at our option, in whole or in part, at a redemption price of $1,000.00 per Depositary Share, or $25,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On March 31, 2014, we fully redeemed the Series G Preferred Stock, at a redemption price of $1,000.00 per Depositary Share, and paid a semi-annual dividend of $36.18 per depositary share, totaling $905. The initial offering costs associated with the issuance of the Series G Preferred Stock, as well as costs associated with the redemption, totaled $513 and are reflected as a deduction from net income in determining earnings per share for the year ended December 31, 2014.
On January 13, 2006, we issued 6,000,000 Depositary Shares, each representing 1/10,000th of a share of our 7.25%, Series J Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series J Preferred Stock"), at an initial offering price of $25.00 per Depositary Share. The Series J Preferred Stock was redeemable for cash at our option, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $150,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On December 21, 2012, we redeemed 2,000,000 Depositary Shares of the Series J Preferred Stock at a redemption price of $25.00 per Depositary Share, and paid a pro-rated fourth quarter dividend of $0.407812 per Depositary Share, totaling $816. One-third of the initial offering costs associated with the issuance of the Series J Preferred Stock, as well as costs associated with the partial redemption, totaled $1,804 and are reflected as a deduction from net loss in determining earnings per share for the year ended December 31, 2012. The remaining 4,000,000 Depositary Shares of the Series J Preferred Stock were redeemed on April 11, 2013, at a redemption price of $25.00 per Depositary Share, and we paid a pro-rated second quarter dividend of $0.055382 per Depositary Share, totaling $221. The remaining initial offering costs associated with the issuance of the Series J Preferred Stock, as well as costs associated with the redemption, totaled $3,546 and are reflected as a deduction from net income in determining earnings per share for the year ended December 31, 2013.

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On August 21, 2006, we issued 2,000,000 Depositary Shares, each representing 1/10,000th of a share of our 7.25%, Series K Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series K Preferred Stock"), at an initial offering price of $25.00 per Depositary Share. The Series K Preferred Stock was redeemable for cash at our option, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On July 18, 2013, we fully redeemed the Series K Preferred Stock at a redemption price of $25.00 per Depositary Share, and paid a pro-rated third quarter dividend of $0.090625 per Depositary Share, totaling $181. The initial offering costs associated with the issuance of the Series K Preferred Stock, as well as costs associated with the redemption, totaled $2,121 and are reflected as a deduction from net income in determining earnings per share for the year ended December 31, 2013.
The Company has 10,000,000 shares of preferred stock authorized. As of December 31, 2014, no preferred shares were outstanding. The following table summarizes the preferred shares outstanding at December 31, 2013: 
 
Shares
Outstanding
 
Liquidation
Preference
Series F Preferred Stock
500

 
$
50,000

Series G Preferred Stock
250

 
$
25,000

Shares of Common Stock
For the years ended December 31, 2014, 2013 and 2012, 222,676, 105,028, and 535,026 limited partnership interests in the Operating Partnership ("Units"), respectively, were converted into an equivalent number of shares of common stock, resulting in a reclassification of $2,155, $996 and $4,763, respectively, of noncontrolling interest to First Industrial Realty Trust Inc.’s stockholders’ equity.
During the years ended December 31, 2013 and 2012, we issued 8,400,000 and 9,400,000 shares of the Company’s common stock in an underwritten public offering. Net proceeds to us for the years ended December 31, 2013 and 2012, were $132,050 and $116,715, respectively.
On March 1, 2012, we entered into distribution agreements with sales agents to sell up to 12,500,000 shares of the Company’s common stock, for up to $125,000 aggregate gross sale proceeds, from time to time in "at-the-market" offerings (the "2012 ATM"). During the years ended December 31, 2013 and 2012, we issued 2,315,704 and 1,532,598 shares, respectively, of the Company’s common stock under the 2012 ATM resulting in net proceeds to us of $41,735 and $18,063. On March 12, 2014, we terminated the 2012 ATM in preparation for the commencement of the 2014 ATM (defined hereafter).
On March 13, 2014, we entered into distribution agreements with sales agents to sell up to 13,300,000 shares of the Company's common stock, for up to $200,000 aggregate gross sales proceeds, from time to time in "at-the-market" offerings (the "2014 ATM"). During the year ended December 31, 2014, we issued no shares of common stock under the 2014 ATM. Under the terms of the 2014 ATM, sales are to be made primarily in transactions that are deemed to be "at-the-market" offerings, including sales made directly on the New York Stock Exchange or sales made through a market maker other than on an exchange or by privately negotiated transactions.


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The following table is a roll-forward of our shares of common stock outstanding, including unvested restricted shares of common stock (see Note 12), for the three years ended December 31, 2014: 
 
Shares of
Common Stock
Outstanding
Balance at December 31, 2011
86,807,402

Issuance of Common Stock, Including Vesting of Restricted Stock Units
11,085,905

Issuance of Restricted Stock Shares
565,137

Repurchase and Retirement of Restricted Stock Shares
(225,557
)
Conversion of Operating Partnership Units
535,026

Balance at December 31, 2012
98,767,913

Issuance of Common Stock, Including Vesting of Restricted Stock Units
10,853,693

Issuance of Restricted Stock Shares
284,461

Repurchase and Retirement of Restricted Stock Shares
(30,245
)
Conversion of Operating Partnership Units
105,028

Balance at December 31, 2013
109,980,850

Vesting of Restricted Stock Units
219,695

Issuance of Restricted Stock Shares
319,055

Repurchase and Retirement of Restricted Stock Shares
(141,410
)
Conversion of Operating Partnership Units
222,676

Balance at December 31, 2014
110,600,866

Dividends/Distributions
The coupon rate of our Series F Preferred Stock reset every quarter at 2.375% plus the greater of (i) the 30 year Treasury constant maturity treasury ("CMT") Rate, (ii) the 10 year Treasury CMT Rate or (iii) 3-month LIBOR. For the period January 1, 2014 through March 6, 2014 (the redemption date), the coupon rate was 6.275%.
The following table summarizes dividends/distributions accrued during the past three years: 
 
2014 Total
Dividend/
Distribution*
 
2013 Total
Dividend/
Distribution *
 
2012 Total
Dividend/
Distribution*
Common Stock/Operating Partnership Units
$
47,263

 
$
38,862

 
$

Series F Preferred Stock
$
566

 
$
2,896

 
$
2,728

Series G Preferred Stock
$
453

 
$
1,809

 
$
1,809

Series J Preferred Stock
N/A

 
$
2,034

 
$
10,785

Series K Preferred Stock
N/A

 
$
1,994

 
$
3,625

_______________
*
See the "Preferred Stock" section for the redemptions and discussion of pro-rated dividends for all series of preferred stock occurring during the years ended December 31, 2014, 2013 and 2012.

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7. Accumulated Other Comprehensive Loss
The following tables summarize the changes in accumulated other comprehensive loss by component for the year ended December 31, 2014 and the reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2014 and 2013:
 
Interest Rate Protection Agreements
 
Foreign Currency Translation Adjustment
 
Comprehensive Income (Loss) Attributable to Noncontrolling Interest
 
Total
Balance as of December 31, 2012
$
(7,008
)
 
$
138

 
$
313

 
$
(6,557
)
Other Comprehensive Loss Before Reclassifications

 
(60
)
 
(175
)
 
(235
)
Amounts Reclassified from Accumulated Other Comprehensive Loss
3,527

 

 

 
3,527

Net Current Period Other Comprehensive Income (Loss)
3,527

 
(60
)
 
(175
)
 
3,292

Balance as of December 31, 2013
$
(3,481
)
 
$
78

 
$
138

 
$
(3,265
)
Other Comprehensive Loss Before Reclassifications
(16,270
)
 
(93
)
 
412

 
(15,951
)
Amounts Reclassified from Accumulated Other Comprehensive Loss
5,349

 

 

 
5,349

Net Current Period Other Comprehensive Loss
(10,921
)
 
(93
)
 
412

 
(10,602
)
Balance as of December 31, 2014
$
(14,402
)
 
$
(15
)
 
$
550

 
$
(13,867
)
 
 
Amount Reclassified from Accumulated Other Comprehensive Loss
 
 
Details about Accumulated Other Comprehensive Loss Components
 
Year Ended December 31, 2014
 
Year Ended December 31, 2013
 
Affected Line Item in the Consolidated Statements of Operations
Interest Rate Protection Agreements
 
 
 
 
 
 
Amortization of Interest Rate Protection Agreements (Previously Settled)
 
$
1,358

 
$
2,411

 
Interest Expense
Settlement Payments to our Counterparties
 
3,991

 

 
Interest Expense
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements
 

 
1,116

 
Loss from Retirement of Debt
 
 
$
5,349

 
$
3,527

 
Total
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income (loss) and is subsequently reclassified to earnings through interest expense over the life of the derivative or over the life of the debt. In the next 12 months, we expect to amortize approximately $523 into net income by increasing interest expense for interest rate protection agreements we settled in previous periods. Additionally, recurring settlement amounts on the Group I Swaps, as defined in Note 13, will also be reclassified to net income. See Note 13 for more information about our derivatives.

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8. Supplemental Information to Statements of Cash Flows
 
 
Year Ended
December 31,
2014
 
Year Ended
December 31,
2013
 
Year Ended
December 31,
2012
Interest Paid, Net of Interest Expense Capitalized in Connection with Development Activity
$
70,194

 
$
70,726

 
$
83,504

Interest Expense Capitalized in Connection with Development Activity
$
1,411

 
$
3,611

 
$
1,997

Income Taxes (Refunded) Paid
$
(105
)
 
$
5,433

 
$
(295
)
Supplemental Schedule of Non-Cash Investing and Financing Activities:
 
 
 
 
 
Distribution Payable on Common Stock/Operating Partnership Units
$
11,949

 
$
9,837

 
$

Distribution Payable on Preferred Stock
$

 
$
452

 
$
452

Exchange of Operating Partnership Units for Common Stock:
 
 
 
 
 
Noncontrolling Interest
$
(2,155
)
 
$
(996
)
 
$
(4,763
)
Common Stock
2

 
1

 
5

Additional Paid-in-Capital
2,153

 
995

 
4,758

Total
$

 
$

 
$

Assumption of Indebtedness and Other Liabilities in Connection with the Acquisition of Real Estate
$
364

 
$
483

 
$
12,026

Notes Receivable Issued in Conjunction with Certain Property Sales
$

 
$
12,520

 
$

Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate
$
14,901

 
$
15,249

 
$
12,524

Write-off of Fully Depreciated Assets
$
(44,769
)
 
$
(62,281
)
 
$
(46,801
)

71


9. Earnings Per Share (EPS)
The computation of basic and diluted EPS is presented below: 
 
Year Ended
December 31,
2014
 
Year Ended
December 31,
2013
 
Year Ended
December 31,
2012
Numerator:
 
 
 
 
 
Income (Loss) from Continuing Operations
$
23,265

 
$
3,972

 
$
(25,063
)
(Loss) Gain on Sale of Real Estate, Net of Income Tax Provision
(83
)
 
890

 
3,777

Noncontrolling Interest Allocable to Continuing Operations
(813
)
 
396

 
2,173

Income from Continuing Operations Allocable to Participating Securities
(75
)
 

 

Income (Loss) from Continuing Operations Attributable to First Industrial Realty Trust, Inc.
22,294

 
5,258

 
(19,113
)
Preferred Dividends
(1,019
)
 
(8,733
)
 
(18,947
)
Redemption of Preferred Stock
(1,462
)
 
(5,667
)
 
(1,804
)
Income (Loss) from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
19,813

 
$
(9,142
)
 
$
(39,864
)
Income from Discontinued Operations
$
27,823

 
$
36,566

 
$
18,767

Noncontrolling Interest Allocable to Discontinued Operations
(1,082
)
 
(1,517
)
 
(972
)
Income from Discontinued Operations Allocable to Participating Securities
(100
)
 
(162
)
 

Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.
$
26,641

 
$
34,887

 
$
17,795

Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities
$
46,629

 
$
25,907

 
$
(22,069
)
Net Income Allocable to Participating Securities
(175
)
 
(162
)
 

Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
46,454

 
$
25,745

 
$
(22,069
)
Denominator (In Thousands):
 
 
 
 
 
Weighted Average Shares - Basic
109,922

 
106,995

 
91,468

Effect of Dilutive Securities:
 
 
 
 
 
        LTIP Unit Awards
403

 

 

Weighted Average Shares - Diluted
110,325

 
106,995

 
91,468

Basic and Diluted EPS:
 
 
 
 
 
Income (Loss) from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.18

 
$
(0.09
)
 
$
(0.44
)
Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.24

 
$
0.33

 
$
0.20

Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.42

 
$
0.24

 
$
(0.24
)
Participating securities include 463,774, 488,861 and 288,627 of unvested restricted stock awards outstanding at December 31, 2014, 2013 and 2012, respectively, which participate in non-forfeitable dividends of the Company. Under the two class method, participating security holders are allocated income, in proportion to total weighted average shares outstanding, based upon the greater of net income (after reduction for preferred dividends and redemption of preferred stock) or common dividends declared. Since participating security holders are not obligated to share in losses and no common dividends were declared during the year ended December 31, 2012, there was no allocation of income to participating security holders for the year ended December 31, 2012.

72


The number of weighted average shares—diluted is the same as the number of weighted average shares—basic for the years ended December 31, 2013 and 2012, as the effect of restricted unit awards and LTIP Unit Awards (as defined in Note 12), which do not participate in non-forfeitable dividends of the Company, was excluded as its inclusion would have been antidilutive to the loss from continuing operations available to First Industrial Realty Trust, Inc.’s common stockholders. The following table discloses the number of non-participating securities outstanding for the years ended December 31, 2013 and 2012 that were excluded from the computation of diluted EPS: 
 
Number of
Awards
Outstanding at
December 31,
2013
 
Number of
Awards
Outstanding at
December 31,
2012
Non-Participating Securities:
 
 
 
Restricted Unit Awards
73,400

 
483,500

LTIP Unit Awards
718,960

 

10. Income Taxes
The components of income tax (provision) benefit for the years ended December 31, 2014, 2013 and 2012 are comprised of the following: 
 
2014
 
2013
 
2012
Current:
 
 
 
 
 
Federal
$
(51
)
 
$
231

 
$
(5,210
)
State
(196
)
 
(264
)
 
(253
)
Foreign

 

 
(10
)
Deferred:
 
 
 
 
 
State
9

 
36

 
(49
)
 
$
(238
)
 
$
3

 
$
(5,522
)
Deferred income taxes represent the tax effect of the temporary differences between the book and tax basis of assets and liabilities. Deferred tax assets (liabilities) include the following as of December 31, 2014 and 2013: 
 
2014
 
2013
Impairment of Real Estate
$
2,466

 
$
5,185

Foreign Net Operating Loss Carryforward
585

 
1,312

Valuation Allowance
(4,224
)
 
(5,357
)
Other
1,251

 
696

Total Deferred Tax Assets, Net of Allowance
$
78

 
$
1,836

Straight-line Rent
$
(90
)
 
$
(76
)
Fixed Assets

 
(1,771
)
Other
(112
)
 
(122
)
Total Deferred Tax Liabilities
$
(202
)
 
$
(1,969
)
Total Net Deferred Tax Liabilities
$
(124
)
 
$
(133
)
A valuation allowance is recorded if we believe it is more likely than not that all or some portion of our deferred tax assets will not be realized. We do not have projections of future taxable income or other sources of taxable income in the taxable REIT subsidiaries significant enough to allow us to believe it is more likely than not that we will realize our deferred tax assets. Therefore, we have recorded a valuation allowance against our deferred tax assets. An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax assets, is included in the current tax provision.


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Table of Contents

The income tax (provision) benefit pertaining to income (loss) from continuing operations and gain on sale of real estate of our taxable REIT subsidiaries differs from the amounts computed by applying the applicable federal statutory rate as follows for the years ended December 31, 2014, 2013 and 2012: 
 
2014
 
2013
 
2012
Tax (Provision) Benefit at Federal Rate Related to Continuing Operations
$
(532
)
 
$
286

 
$
557

State Tax Provision, Net of Federal Benefit
(214
)
 
(236
)
 
(244
)
Non-deductible Permanent Items, Net
1

 
21

 
32

IRS Audit Adjustment and Accrued Interest

 
58

 
(5,523
)
Change in Valuation Allowance
1,133

 
(388
)
 
(166
)
Foreign Taxes, Net

 

 
(10
)
Other
(626
)
 
262

 
(168
)
Net Income Tax (Provision) Benefit
$
(238
)
 
$
3

 
$
(5,522
)
We evaluate tax positions taken in the financial statements on a quarterly basis under the interpretation for accounting for uncertainty in income taxes. As a result of this evaluation, we may recognize a tax benefit from an uncertain tax position only if it is "more-likely-than-not" that the tax position will be sustained on examination by taxing authorities. As of December 31, 2014, we do not have any unrecognized tax benefits.
We file income tax returns in the U.S., and various states and foreign jurisdictions. In general, the statutes of limitations for income tax returns remain open for the years 2011 through 2014.
IRS Tax Refund
On August 24, 2009, we received a private letter ruling from the IRS granting favorable loss treatment under Sections 331 and 336 of the Code on the tax liquidation of one of our former taxable REIT subsidiaries. On November 6, 2009, legislation was signed that allowed businesses with net operating losses for 2008 or 2009 to carry back those losses for up to five years. As a result, we received a refund from the IRS of $40,418 in the fourth quarter of 2009 (the "Refund") in connection with this tax liquidation. The IRS disagreed with certain of the property valuations we obtained from an independent valuation expert in support of our fair value of the liquidated taxable REIT subsidiary and our claim for the Refund. During the year ended December 31, 2012, we agreed to an adjustment, which resulted in us owing approximately $5,300 in taxes and accrued interest. During the year ended December 31, 2012, the Company recorded a charge for the agreed-upon adjustment which was reflected as a component of income tax expense.

Federal Income Tax Treatment of Share Distributions
For income tax purposes, distributions paid to common shareholders are classified as ordinary income, capital gain, return of capital or qualified dividends. We did not pay common share distributions for the year ended December 31, 2012. For the years ended December 31, 2014 and 2013, the distributions per common share were classified as follows:
Common Stock
2014
 
As a
Percentage
of
Distributions
 
2013
 
As a
Percentage
of
Distributions
Ordinary Income
$
0.4412

 
100.00
%
 
$
0.3088

 
100.00
%
Long-term Capital Gains

 
0.00
%
 

 
0.00
%
Unrecaptured Section 1250 Gain

 
0.00
%
 

 
0.00
%
Return of Capital

 
0.00
%
 

 
0.00
%
Qualified Dividends

 
0.00
%
 

 
0.00
%
 
$
0.4412

 
100.00
%
 
$
0.3088

 
100.00
%

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Table of Contents

For income tax purposes, distributions paid to preferred shareholders are classified as ordinary income, capital gain, return of capital or qualified dividends. For the years ended December 31, 2013 and 2012, the preferred distributions per depositary share were classified as follows:
Series J Preferred Stock
2013 (1)
 
As a
Percentage
of
Distributions (1)
 
2012
 
As a
Percentage
of
Distributions
Ordinary Income
$
0.5085

 
100.00
%
 
$

 
0.00
%
Long-term Capital Gains

 
0.00
%
 
0.8025

 
35.42
%
Unrecaptured Section 1250 Gain

 
0.00
%
 

 
0.00
%
Return of Capital

 
0.00
%
 
1.4632

 
64.58
%
Qualified Dividends

 
0.00
%
 

 
0.00
%
 
$
0.5085

 
100.00
%
 
$
2.2657

 
100.00
%
________________
(1)
The remaining 4,000,000 Depositary Shares of the Series J Preferred Stock were redeemed on April 11, 2013. The 2013 redemption had no impact on the 2012 allocation included in the table above.
 
Series J Preferred Stock – Depositary Shares Redeemed (2)
2012
 
As a
Percentage
of
Distributions
Ordinary Income
$

 
0.00
%
Long-term Capital Gains
0.7864

 
35.42
%
Unrecaptured Section 1250 Gain

 
0.00
%
Return of Capital
1.4339

 
64.58
%
Qualified Dividends

 
0.00
%
 
$
2.2203

 
100.00
%
________________
(2)
Schedule relates to the 2,000,000 Depositary Shares of the Series J Preferred Stock that were redeemed on December 21, 2012.
 
Series K Preferred Stock
2013 (3)
 
As a
Percentage
of
Distributions (3)
 
2012
 
As a
Percentage
of
Distributions
Ordinary Income
$
0.9969

 
100.00
%
 
$

 
0.00
%
Long-term Capital Gains

 
0.00
%
 
0.8025

 
35.42
%
Unrecaptured Section 1250 Gain

 
0.00
%
 

 
0.00
%
Return of Capital

 
0.00
%
 
1.4632

 
64.58
%
Qualified Dividends

 
0.00
%
 

 
0.00
%
 
$
0.9969

 
100.00
%
 
$
2.2657

 
100.00
%
________________
(3)
Schedule relates to the 2,000,000 Depositary Shares of the Series K Preferred Stock that were redeemed on July 18, 2013. The 2013 redemption had no impact on the 2012 allocation included in the table above.

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11. Future Rental Revenues
Our properties are leased to tenants under net and semi-net operating leases. Minimum lease payments receivable, excluding tenant reimbursements of expenses, under non-cancelable operating leases in effect as of December 31, 2014 are approximately as follows: 
2015
$
260,127

2016
224,722

2017
186,174

2018
147,495

2019
113,219

Thereafter
325,648

Total
$
1,257,385

12. Stock Based Compensation
In May 2014, the stockholders of the Company approved a stock incentive plan (the “2014 Stock Incentive Plan”), which is administered by the Compensation Committee of the Board of Directors and replaces all prior active long term stock incentive plans (the "Prior Plans"). After approval of the 2014 Stock Incentive Plan, no further awards may be issued under the Prior Plans but outstanding awards previously granted under Prior Plans remained outstanding in accordance with their terms. The number of shares of common stock that may be issued under the 2014 Stock Incentive Plan is equal to 3.6 million shares plus shares equal to the aggregate number of outstanding awards previously granted under the Prior Plans at the time the 2014 Stock Incentive Plan was approved, resulting in a total of 4.9 million shares that have been reserved for issuance under the 2014 Stock Incentive Plan. As of December 31, 2014, awards covering 3.5 million shares of common stock were available to be granted under the 2014 Stock Incentive Plan.
Officers, certain employees, our independent directors and our affiliates generally are eligible to participate in the 2014 Stock Incentive Plan. Awards made under the 2014 Stock Incentive Plan can be in the form of restricted stock awards, restricted stock units, performance share awards, dividend equivalent rights, non-statutory stock options and stock appreciation rights. Special provisions apply to awards granted under the 2014 Stock Incentive Plan in the event of a change in control in the Company.

In September 1994, the Board of Directors approved and we adopted a 401(k)/Profit Sharing Plan. Under our 401(k)/Profit Sharing Plan, all eligible employees may participate by making voluntary contributions. We may make, but are not required to make, matching contributions. For the years ended December 31, 2014, 2013 and 2012, total expense recognized for the 401(k)/Profit Sharing Plan related to matching contributions was $387, $300 and $284, respectively.
For the years ended December 31, 2014, 2013 and 2012, we awarded 299,805, 284,461 and 565,137 shares, respectively, of restricted stock awards to certain employees, which had a fair value of $5,413, $4,719 and $7,065 on the date of approval by either the Compensation Committee of the Board of Directors or the approval date of the 2014 Stock Incentive Plan. These restricted stock awards were issued based upon the achievement of certain corporate performance goals and generally vest over a period of three years. Additionally, during the year ended December 31, 2014, we awarded 19,250 shares of restricted stock to non-employee members of the Board of Directors, which had a fair value of $350 on the date of approval. These restricted stock awards vest over a one-year period.
Compensation expense is charged to earnings over the vesting periods for the shares expected to vest except if the recipient is not required to provide future service in exchange for vesting of such shares. If vesting of a recipient's restricted stock award is not contingent upon future service, the expense is recognized immediately at the date of grant. During the years ended December 31, 2014, 2013 and 2012, we recognized $1,451, $1,008 and $3,649, respectively, of compensation expense related to restricted stock awards granted to our Chief Executive Officer for which future service was not required.
The Board of Directors adopted the 2013 Long-Term Incentive Program ("LTIP") and, effective July 1, 2013, certain officers and employees were granted 718,960 performance units ("LTIP Unit Awards"). The LTIP Unit Awards had a fair value of $5,411 on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The LTIP Unit Awards vest based upon the relative total shareholder return ("TSR") of our common stock compared to the TSRs of the MSCI US REIT Index and the NAREIT Industrial Index. The TSR for half of the granted units is calculated based upon the performance from July 1, 2013 through June 30, 2014 and the TSR for the other half is calculated based upon the performance from July 1, 2013 through December 31, 2015. Compensation expense is charged to earnings on a straight-line basis over the respective performance periods. At the end of the respective performance periods each participant will be issued shares of our

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common stock equal to the maximum shares issuable to the participant for the performance period multiplied by a percentage, ranging from 0% to 100% based on our TSR as compared to the TSRs of the MSCI US REIT Index and the NAREIT Industrial Index. The participant is also entitled to dividend equivalents for shares issued pursuant to vested LTIP Unit Awards, which dividend equivalents represent any common dividends that would have been paid with respect to such issued shares after the grant of the LTIP Unit Awards and prior to the date of settlement.
As mentioned above, the fair value of the LTIP Unit Awards at issuance was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using the following assumptions:
Expected dividend yield
2.22
%
Expected volatility - range used
24.28% - 34.66%

Expected volatility - weighted average
30.61
%
Risk-free interest rate
0.03% - 0.71%

Expected term
1 - 2.5 years

For the years ended December 31, 2014, 2013 and 2012, we recognized $7,605, $6,202 and $8,559, respectively, in amortization related to restricted stock and unit awards and LTIP Unit Awards, of which $41, $43 and $32 was capitalized in connection with development activities. At December 31, 2014, we had $5,079 in unrecognized compensation related to unvested restricted stock awards and LTIP Unit Awards. The weighted average period that the unrecognized compensation is expected to be recognized is 0.79 years.
Restricted stock and unit award and LTIP Unit Award transactions for the year ended December 31, 2014 are summarized as follows:
 
Awards
 
Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2013 (Restricted Stock and Unit and LTIP Unit Awards)
1,281,221

 
$
9.72

Issued (Restricted Stock Awards)
319,055

 
$
18.06

Forfeited (Restricted Stock and Unit and LTIP Unit Awards)
(105,346
)
 
$
5.83

Vested (Restricted Stock and LTIP Unit Awards)
(678,212
)
 
$
10.69

Outstanding at December 31, 2014 (Restricted Stock and LTIP Unit Awards)
816,718

 
$
12.68

13. Derivatives
Our objectives in using derivatives are to add stability to interest expense and to manage our cash flow volatility and exposure to interest rate movements. To accomplish this objective, we primarily use interest rate protection agreements as part of our interest rate risk management strategy. Interest rate protection agreements designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
In connection with origination of the Unsecured Term Loan (see Note 5), during January 2014, we entered into four interest rate protection agreements, with an aggregate notional value of $200,000, to manage our exposure to changes in the one month LIBOR rate (the “Group I Swaps ”). The Group I Swaps fix the LIBOR rate at a weighted average rate of 2.29% and mature on January 29, 2021. We designated the Group I Swaps as cash flow hedges.
In order to maintain our flexibility to pursue an offering of unsecured debt in the future, during August 2014, we entered into three interest rate protection agreements, with an aggregate notional value of $220,000, to manage our exposure to changes in the three month LIBOR rate (the "Group II Swaps"; together with the Group I Swaps, the "Swaps"). The Group II Swaps fix the LIBOR rate at a rate of 2.5795% and are effective from December 1, 2014 through December 1, 2024. We designated the Group II Swaps as cash flow hedges.
Our agreements with our derivative counterparties contain provisions where if we default on any of our indebtedness, then we could also be declared in default on our derivative obligations subject to certain thresholds. As of December 31, 2014, we have not posted any collateral related to these agreements and were not in breach of any of the agreement provisions. If we had breached these provisions, we could have been required to settle our obligations under the agreements at their termination value.

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Our Series F Preferred Stock was subject to a coupon rate reset. The coupon rate reset every quarter at 2.375% plus the greater of i) the 30 year Treasury CMT Rate, ii) the 10 year Treasury CMT Rate or iii) 3-month LIBOR. For the period January 1, 2014 through March 6, 2014 (the redemption date), the coupon rate was 6.275%. In October 2008, we entered into an interest rate swap agreement with a notional value of $50,000 to mitigate our exposure to floating interest rates related to the forecasted reset rate of the coupon rate of our Series F Preferred Stock (the "Series F Agreement"). This Series F Agreement fixed the 30 year Treasury CMT rate at 5.2175%. Accounting guidance for derivatives does not permit hedge accounting treatment related to equity instruments and therefore the mark-to-market gains or losses related to this agreement are recorded in the statement of operations. For the year ended December 31, 2013, gains of $52 were recognized as mark-to-market gain on interest rate protection agreements. Quarterly payments were treated as a component of the mark-to-market gains or losses and totaled $774 for the year ended December 31, 2013. The Series F Agreement matured on October 1, 2013.
The following table sets forth our financial liabilities related to the Swaps, which are included in Accounts Payable, Accrued Expenses and Other Liabilities on the accompanying consolidated balance sheet and are accounted for at fair value on a recurring basis as of December 31, 2014:
 
 
 
 
Fair Value Measurements at Reporting Date Using:
Description
 
Fair Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
Liabilities:
 
 
 
 
 
 
 
 
Swaps
 
$
(12,279
)
 

 
$
(12,279
)
 

There was no ineffectiveness recorded on the Swaps during the year ended December 31, 2014. See Note 7 for more information.
The estimated fair value of the Swaps was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments are incorporated in the fair value to account for potential non-performance risk, including our own non-performance risk and the respective counterparty’s non-performance risk. We determined that the significant inputs used to value the Swaps fell within Level 2 of the fair value hierarchy.
14. Commitments and Contingencies
In the normal course of business, we are involved in legal actions arising from the ownership of our industrial properties. In our opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on our consolidated financial position, operations or liquidity.
One property has a lease granting the tenant an option to purchase the property. Such option is exercisable at a fixed purchase price in excess of our depreciated cost of the asset. We have no notice of exercise of the tenant purchase option.
At December 31, 2014, we had outstanding letters of credit and performance bonds in the aggregate amount of $17,585.
In conjunction with the development of industrial properties, we have entered into agreements with general contractors for the construction of industrial buildings. At December 31, 2014, we had four industrial buildings totaling approximately 1.3 million square feet of GLA under construction. The estimated total investment as of December 31, 2014 is approximately $79,000 (unaudited). Of this amount, approximately $50,600 (unaudited) remains to be funded. There can be no assurance that the actual completion cost will not exceed the estimated total investment stated above.

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Table of Contents

Ground and Operating Lease Agreements
For the years ended December 31, 2014, 2013 and 2012, we recognized $1,300, $1,440 and $1,565, respectively, in operating and ground lease expense.
Future minimum rental payments under the terms of all non-cancelable ground and operating leases under which we are the lessee as of December 31, 2014 are as follows: 
2015
$
1,939

2016
1,975

2017
1,911

2018
1,165

2019
533

Thereafter
26,391

Total*
$
33,914

________________
*
Minimum rental payments have not been reduced by minimum sublease rentals of $5,359 due in the future under non-cancelable subleases.
15. Subsequent Events
From January 1, 2015 to February 24, 2015, we sold six industrial properties for approximately $12,864.

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16. Quarterly Financial Information (unaudited)
The following tables summarize our quarterly financial information. The first, second and third fiscal quarters of 2014 and all fiscal quarters in 2013 have been revised in accordance with guidance on accounting for discontinued operations. Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities and basic and diluted EPS from Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s Common Stockholders have not been affected. 
 
Year Ended December 31, 2014
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total Revenues
$
83,861

 
$
84,044

 
$
86,361

 
$
90,333

Equity in Income (Loss) of Joint Ventures
2,966

 
556

 
(14
)
 
(9
)
Noncontrolling Interest Allocable to Continuing Operations
(58
)
 
(124
)
 
(325
)
 
(309
)
Income from Continuing Operations, Net of Noncontrolling Interest
3,868

 
3,028

 
7,938

 
7,615

Income from Discontinued Operations
1,141

 
1,052

 
13,932

 
11,698

Noncontrolling Interest Allocable to Discontinued Operations
(46
)
 
(41
)
 
(543
)
 
(452
)
Loss on Sale of Real Estate

 

 

 
(83
)
Noncontrolling Interest Allocable to Loss on Sale of Real Estate

 

 

 
3

Net Income Attributable to First Industrial Realty Trust, Inc.
4,963

 
4,039

 
21,327

 
18,781

Preferred Dividends
(1,019
)
 

 

 

Redemption of Preferred Stock
(1,462
)
 

 

 

Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities
2,482

 
4,039

 
21,327

 
18,781

Income from Continuing Operations Allocable to Participating Securities
(18
)
 
(32
)
 
(33
)
 
(32
)
Income from Discontinued Operations Allocable to Participating Securities
(14
)
 
(11
)
 
(57
)
 
(47
)
Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
2,450

 
$
3,996

 
$
21,237

 
$
18,702

Basic and Diluted Earnings Per Share:
 
 
 
 
 
 
 
Income from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.01

 
$
0.03

 
$
0.07

 
$
0.07

Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.01

 
$
0.01

 
$
0.12

 
$
0.10

Net Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
0.02

 
$
0.04

 
$
0.19

 
$
0.17

Weighted Average Shares Basic/Diluted (In Thousands):
 
 
 
 
 
 
 
Weighted Average Shares – Basic
109,676

 
109,815

 
110,072

 
110,118

LTIP Unit Awards
539

 
589

 
199

 
287

Weighted Average Shares —Diluted
110,215

 
110,404

 
110,271

 
110,405


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Table of Contents

 
Year Ended December 31, 2013
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total Revenues
$
78,187

 
$
79,576

 
$
79,071

 
$
81,620

Equity in Income of Joint Ventures
20

 
27

 
72

 
17

Noncontrolling Interest Allocable to Continuing Operations
159

 
308

 
13

 
(47
)
Income (Loss) from Continuing Operations, Net of Noncontrolling Interest
372

 
(1,341
)
 
3,182

 
2,192

(Loss) Income from Discontinued Operations
(1,598
)
 
13,011

 
5,303

 
19,850

Noncontrolling Interest Allocable to Discontinued Operations
73

 
(553
)
 
(220
)
 
(817
)
Gain on Sale of Real Estate, Net of Income Tax
262

 

 
291

 
337

Noncontrolling Interest Allocable to Gain on Sale of Real Estate
(12
)
 

 
(12
)
 
(13
)
Net (Loss) Income Attributable to First Industrial Realty Trust, Inc.
(903
)
 
11,117

 
8,544

 
21,549

Preferred Dividends
(3,837
)
 
(2,277
)
 
(1,392
)
 
(1,227
)
Redemption of Preferred Stock

 
(3,546
)
 
(2,121
)
 

Net (Loss) Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities
(4,740
)
 
5,294

 
5,031

 
20,322

Income from Continuing Operations Allocable to Participating Securities
(36
)
 

 

 
(6
)
Income from Discontinued Operations Allocable to Participating Securities

 
(42
)
 
(42
)
 
(84
)
Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
(4,776
)
 
$
5,252

 
$
4,989

 
$
20,232

Basic and Diluted Earnings Per Share:
 
 
 
 
 
 
 
(Loss) Income from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
(0.03
)
 
$
(0.06
)
 
$
0.00

 
$
0.01

(Loss) Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders
$
(0.02
)
 
$
0.11

 
$
0.05

 
$
0.17

Net (Loss) Income Available to First Industrial Realty Trust, Inc.’s Common Stockholders
$
(0.05
)
 
$
0.05

 
$
0.05

 
$
0.18

Weighted Average Shares Basic/Diluted (In Thousands):
 
 
 
 
 
 
 
Weighted Average Shares – Basic
100,774

 
108,117

 
109,474

 
109,490

LTIP Unit Awards

 

 

 
485

Weighted Average Shares – Diluted
100,774

 
108,117

 
109,474

 
109,975


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Table of Contents

SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2014
 
 
 
 
 
 
 
(b)
Initial Cost
 
(c)
Costs
Capitalized
Subsequent to
Acquisition or
Completion
and Valuation
Provision
 
Gross Amount Carried
At Close of Period 12/31/14
 
 
 
Year
Acquired/
Constructed
 
Depreciable
Lives
(Years)
Building Address
 
Location
(City/State)
 
(a)
Encumbrances
 
Land
 
Buildings and
Improvements
 
 
Land
 
Buildings and
Improvements
 
Total
 
Accumulated
Depreciation
12/31/2014
 
 
 
 
 
(In thousands)
 
 
 
 
Atlanta
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4250 River Green Parkway
 
Duluth, GA
 
$

 
$
264

 
$
1,522

 
$
82

 
$
214

 
$
1,654

 
$
1,868

 
$
871

 
1994
 
(j)
1650 Highway 155
 
McDonough, GA
 

 
788

 
4,544

 
(363
)
 
365

 
4,604

 
4,969

 
2,602

 
1994
 
(j)
1665 Dogwood
 
Conyers, GA
 

 
635

 
3,662

 
972

 
635

 
4,634

 
5,269

 
2,230

 
1994
 
(j)
1715 Dogwood
 
Conyers, GA
 

 
288

 
1,675

 
827

 
228

 
2,562

 
2,790

 
1,052

 
1994
 
(j)
11235 Harland Drive
 
Covington, GA
 

 
125

 
739

 
218

 
125

 
957

 
1,082

 
433

 
1994
 
(j)
4051 Southmeadow Parkway
 
Atlanta, GA
 

 
726

 
4,130

 
880

 
726

 
5,010

 
5,736

 
2,366

 
1994
 
(j)
4071 Southmeadow Parkway
 
Atlanta, GA
 

 
750

 
4,460

 
1,742

 
828

 
6,124

 
6,952

 
2,919

 
1994
 
(j)
4081 Southmeadow Parkway
 
Atlanta, GA
 

 
1,012

 
5,918

 
1,796

 
1,157

 
7,569

 
8,726

 
3,409

 
1994
 
(j)
5570 Tulane Drive
(d)
Atlanta, GA
 
2,218

 
527

 
2,984

 
1,184

 
546

 
4,149

 
4,695

 
1,694

 
1996
 
(j)
955 Cobb Place
 
Kennesaw, GA
 
2,895

 
780

 
4,420

 
927

 
804

 
5,323

 
6,127

 
2,100

 
1997
 
(j)
1005 Sigman Road
 
Conyers, GA
 
2,127

 
566

 
3,134

 
433

 
574

 
3,559

 
4,133

 
1,318

 
1999
 
(j)
2050 East Park Drive
 
Conyers, GA
 

 
452

 
2,504

 
151

 
459

 
2,648

 
3,107

 
998

 
1999
 
(j)
1256 Oakbrook Drive
 
Norcross, GA
 

 
336

 
1,907

 
340

 
339

 
2,244

 
2,583

 
744

 
2001
 
(j)
1265 Oakbrook Drive
 
Norcross, GA
 

 
307

 
1,742

 
335

 
309

 
2,075

 
2,384

 
698

 
2001
 
(j)
1280 Oakbrook Drive
 
Norcross, GA
 

 
281

 
1,592

 
286

 
283

 
1,876

 
2,159

 
624

 
2001
 
(j)
1300 Oakbrook Drive
 
Norcross, GA
 

 
420

 
2,381

 
254

 
423

 
2,632

 
3,055

 
866

 
2001
 
(j)
1325 Oakbrook Drive
 
Norcross, GA
 

 
332

 
1,879

 
338

 
334

 
2,215

 
2,549

 
743

 
2001
 
(j)
1351 Oakbrook Drive
 
Norcross, GA
 

 
370

 
2,099

 
(1,020
)
 
146

 
1,303

 
1,449

 
626

 
2001
 
(j)
1346 Oakbrook Drive
 
Norcross, GA
 

 
740

 
4,192

 
(684
)
 
352

 
3,896

 
4,248

 
1,925

 
2001
 
(j)
3060 South Park Blvd
 
Ellenwood, GA
 

 
1,600

 
12,464

 
2,691

 
1,604

 
15,151

 
16,755

 
4,306

 
2003
 
(j)
Greenwood Industrial Park
 
McDonough, GA
 
4,338

 
1,550

 

 
7,632

 
1,550

 
7,632

 
9,182

 
1,943

 
2004
 
(j)
46 Kent Drive
 
Cartersville GA
 
1,415

 
794

 
2,252

 
(52
)
 
798

 
2,196

 
2,994

 
770

 
2005
 
(j)
605 Stonehill Drive
 
Atlanta, GA
 

 
485

 
1,979

 
(23
)
 
490

 
1,951

 
2,441

 
1,704

 
2005
 
(j)
5095 Phillip Lee Drive
 
Atlanta, GA
 
4,885

 
735

 
3,627

 
485

 
740

 
4,107

 
4,847

 
2,358

 
2005
 
(j)
6514 Warren Drive
 
Norcross, GA
 

 
510

 
1,250

 
127

 
513

 
1,374

 
1,887

 
454

 
2005
 
(j)
6544 Warren Drive
 
Norcross, GA
 

 
711

 
2,310

 
293

 
715

 
2,599

 
3,314

 
906

 
2005
 
(j)
5356 E. Ponce De Leon
 
Stone Mountain, GA
 

 
604

 
3,888

 
90

 
610

 
3,972

 
4,582

 
1,811

 
2005
 
(j)
5390 E. Ponce De Leon
 
Stone Mountain, GA
 

 
397

 
1,791

 
108

 
402

 
1,894

 
2,296

 
705

 
2005
 
(j)
195 & 197 Collins Boulevard
 
Athens, GA
 

 
1,410

 
5,344

 
896

 
989

 
6,661

 
7,650

 
3,516

 
2005
 
(j)
1755 Enterprise Drive
 
Buford, GA
 
1,242

 
712

 
2,118

 
(202
)
 
716

 
1,912

 
2,628

 
618

 
2006
 
(j)
4555 Atwater Court
 
Buford, GA
 
2,235

 
881

 
3,550

 
298

 
885

 
3,844

 
4,729

 
1,048

 
2006
 
(j)
80 Liberty Industrial Parkway
 
McDonough, GA
 

 
756

 
3,695

 
(1,244
)
 
467

 
2,740

 
3,207

 
902

 
2007
 
(j)

S-1

Table of Contents

596 Bonnie Valentine
 
Pendergrass, GA
 

 
2,580

 
21,730

 
3,675

 
2,594

 
25,391

 
27,985

 
5,939

 
2007
 
(j)
11415 Old Roswell Road
 
Alpharetta, GA
 
3,126

 
2,403

 
1,912

 
628

 
2,428

 
2,515

 
4,943

 
963

 
2008
 
(j)
Baltimore
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9700 Martin Luther King Hwy
 
Lanham, MD
 

 
700

 
1,920

 
742

 
700

 
2,662

 
3,362

 
1,103

 
2003
 
(j)
9730 Martin Luther King Hwy
 
Lanham, MD
 

 
500

 
955

 
535

 
500

 
1,490

 
1,990

 
581

 
2003
 
(j)
4621 Boston Way
 
Lanham, MD
 

 
1,100

 
3,070

 
517

 
1,100

 
3,587

 
4,687

 
1,338

 
2003
 
(j)
4720 Boston Way
 
Lanham, MD
 

 
1,200

 
2,174

 
792

 
1,200

 
2,966

 
4,166

 
1,047

 
2003
 
(j)
22520 Randolph Drive
 
Dulles, VA
 

 
3,200

 
8,187

 
(656
)
 
3,208

 
7,523

 
10,731

 
1,675

 
2004
 
(j)
22630 Dulles Summit Court
 
Dulles, VA
 

 
2,200

 
9,346

 
(820
)
 
2,206

 
8,520

 
10,726

 
1,994

 
2004
 
(j)
4201 Forbes Boulevard
 
Lanham, MD
 

 
356

 
1,823

 
186

 
375

 
1,990

 
2,365

 
586

 
2005
 
(j)
4370-4383 Lottsford Vista Road
 
Lanham, MD
 

 
279

 
1,358

 
89

 
296

 
1,430

 
1,726

 
325

 
2005
 
(j)
4400 Lottsford Vista Road
 
Lanham, MD
 

 
351

 
1,955

 
241

 
372

 
2,175

 
2,547

 
581

 
2005
 
(j)
4420 Lottsford Vista Road
 
Lanham, MD
 

 
539

 
2,196

 
6

 
568

 
2,173

 
2,741

 
587

 
2005
 
(j)
11204 McCormick Road
 
Hunt Valley, MD
 

 
1,017

 
3,132

 
(59
)
 
1,038

 
3,052

 
4,090

 
1,184

 
2005
 
(j)
11110 Pepper Road
 
Hunt Valley, MD
 

 
918

 
2,529

 
281

 
938

 
2,790

 
3,728

 
1,012

 
2005
 
(j)
11100-11120 Gilroy Road
 
Hunt Valley, MD
 

 
901

 
1,455

 
166

 
919

 
1,603

 
2,522

 
569

 
2005
 
(j)
318 Clubhouse Lane
 
Hunt Valley, MD
 

 
701

 
1,691

 
(106
)
 
718

 
1,568

 
2,286

 
532

 
2005
 
(j)
10709 Gilroy Road
 
Hunt Valley, MD
 
2,348

 
913

 
2,705

 
(143
)
 
913

 
2,562

 
3,475

 
1,172

 
2005
 
(j)
10707 Gilroy Road
 
Hunt Valley, MD
 

 
1,111

 
3,819

 
502

 
1,136

 
4,296

 
5,432

 
1,491

 
2005
 
(j)
38 Loveton Circle
 
Sparks, MD
 

 
1,648

 
2,151

 
(241
)
 
1,690

 
1,868

 
3,558

 
722

 
2005
 
(j)
1225 Bengies Road
 
Baltimore, MD
 

 
2,640

 
270

 
14,041

 
2,823

 
14,128

 
16,951

 
3,352

 
2008
 
(j)
Central Pennsylvania
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1214-B Freedom Road
 
Cranberry Township, PA
 
1,359

 
31

 
994

 
613

 
200

 
1,438

 
1,638

 
1,191

 
1994
 
(j)
401 Russell Drive
 
Middletown, PA
 

 
262

 
857

 
1,696

 
287

 
2,528

 
2,815

 
1,891

 
1994
 
(j)
2700 Commerce Drive
 
Middletown, PA
 

 
196

 
997

 
935

 
206

 
1,922

 
2,128

 
1,421

 
1994
 
(j)
2701 Commerce Drive
 
Middletown, PA
 
1,884

 
141

 
859

 
1,270

 
164

 
2,106

 
2,270

 
1,403

 
1994
 
(j)
2780 Commerce Drive
 
Middletown, PA
 
1,648

 
113

 
743

 
1,130

 
209

 
1,777

 
1,986

 
1,349

 
1994
 
(j)
350 Old Silver Spring Road
 
Mechanicsburg, PA
 

 
510

 
2,890

 
7,043

 
541

 
9,902

 
10,443

 
3,975

 
1997
 
(j)
16522 Hunters Green Parkway
 
Hagerstown, MD
 
12,222

 
1,390

 
13,104

 
4,841

 
1,863

 
17,472

 
19,335

 
4,732

 
2003
 
(j)
18212 Shawley Drive
 
Hagerstown, MD
 
6,438

 
1,000

 
5,847

 
910

 
1,016

 
6,741

 
7,757

 
1,683

 
2004
 
(j)
37 Valley View Drive
 
Jessup, PA
 
2,954

 
542

 

 
3,017

 
532

 
3,027

 
3,559

 
752

 
2004
 
(j)
301 Railroad Avenue
 
Shiremanstown, PA
 

 
1,181

 
4,447

 
3,034

 
1,328

 
7,334

 
8,662

 
3,078

 
2005
 
(j)
431 Railroad Avenue
 
Shiremanstown, PA
 
8,297

 
1,293

 
7,164

 
1,666

 
1,341

 
8,782

 
10,123

 
3,518

 
2005
 
(j)
6951 Allentown Blvd
 
Harrisburg, PA
 

 
585

 
3,176

 
301

 
601

 
3,461

 
4,062

 
1,181

 
2005
 
(j)
320 Reliance Road
 
Washington, PA
 

 
201

 
1,819

 
(282
)
 
178

 
1,560

 
1,738

 
734

 
2005
 
(j)
1351 Eisenhower Blvd., Bldg. 1
 
Harrisburg, PA
 

 
382

 
2,343

 
(64
)
 
387

 
2,274

 
2,661

 
721

 
2006
 
(j)
1351 Eisenhower Blvd., Bldg. 2
 
Harrisburg, PA
 

 
436

 
1,587

 
43

 
443

 
1,623

 
2,066

 
601

 
2006
 
(j)
1490 Dennison Circle
 
Carlisle, PA
 

 
1,500

 

 
13,880

 
2,341

 
13,039

 
15,380

 
2,722

 
2008
 
(j)
298 First Avenue
 
Gouldsboro, PA
 

 
7,022

 

 
57,272

 
7,019

 
57,275

 
64,294

 
9,106

 
2008
 
(j)
225 Cross Farm Lane
 
York, PA
 
17,214

 
4,718

 

 
23,163

 
4,715

 
23,166

 
27,881

 
4,204

 
2008
 
(j)
105 Steamboat Blvd
 
Manchester, PA
 

 
4,085

 
14,464

 
1

 
4,070

 
14,480

 
18,550

 
1,700

 
2012
 
(j)
20 Leo Lane
 
York County, PA
 

 
6,884

 

 
26,451

 
6,889

 
26,446

 
33,335

 
717

 
2013
 
(j)
Chicago
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 
 

S-2

Table of Contents

720-730 Landwehr Drive
 
Northbrook, IL
 

 
521

 
2,982

 
783

 
521

 
3,765

 
4,286

 
1,723

 
1994
 
(j)
1385 101st Street
 
Lemont, IL
 
4,244

 
967

 
5,554

 
1,727

 
968

 
7,280

 
8,248

 
3,386

 
1994
 
(j)
6750 South Sayre Avenue
 
Bedford Park, IL
 

 
224

 
1,309

 
470

 
224

 
1,779

 
2,003

 
826

 
1994
 
(j)
585 Slawin Court
 
Mount Prospect, IL
 

 
611

 
3,505

 
596

 
525

 
4,187

 
4,712

 
2,376

 
1994
 
(j)
2300 Windsor Court
 
Addison, IL
 
3,470

 
688

 
3,943

 
989

 
696

 
4,924

 
5,620

 
2,493

 
1994
 
(j)
305-311 Era Drive
 
Northbrook, IL
 

 
200

 
1,154

 
1,150

 
205

 
2,299

 
2,504

 
832

 
1994
 
(j)
365 North Avenue
 
Carol Stream, IL
 
5,882

 
1,042

 
6,882

 
2,719

 
1,073

 
9,570

 
10,643

 
5,181

 
1994
 
(j)
11241 Melrose Street
 
Franklin Park, IL
 

 
332

 
1,931

 
78

 
208

 
2,133

 
2,341

 
1,291

 
1995
 
(j)
11939 South Central Avenue
 
Alsip, IL
 

 
1,208

 
6,843

 
2,657

 
1,305

 
9,403

 
10,708

 
3,942

 
1997
 
(j)
1010-50 Sesame Street
 
Bensenville, IL
 

 
979

 
5,546

 
3,720

 
1,048

 
9,197

 
10,245

 
3,223

 
1997
 
(j)
800 Business Drive
 
Mount Prospect, IL
 

 
631

 
3,493

 
328

 
666

 
3,786

 
4,452

 
1,328

 
2000
 
(j)
580 Slawin Court
 
Mount Prospect, IL
 
781

 
233

 
1,292

 
(37
)
 
162

 
1,326

 
1,488

 
551

 
2000
 
(j)
1005 101st Street
 
Lemont, IL
 
6,131

 
1,200

 
6,643

 
1,233

 
1,220

 
7,856

 
9,076

 
2,668

 
2001
 
(j)
175 Wall Street
 
Glendale Heights, IL
 
1,395

 
427

 
2,363

 
163

 
433

 
2,520

 
2,953

 
869

 
2002
 
(j)
800-820 Thorndale Avenue
 
Bensenville, IL
 

 
751

 
4,159

 
812

 
761

 
4,961

 
5,722

 
1,476

 
2002
 
(j)
251 Airport Road
 
North Aurora, IL
 
4,998

 
983

 

 
6,697

 
983

 
6,697

 
7,680

 
2,211

 
2002
 
(j)
1661 Feehanville Drive
 
Mount Prospect, IL
 

 
985

 
5,455

 
3,252

 
1,044

 
8,648

 
9,692

 
2,968

 
2004
 
(j)
400 Crossroads Pkwy
 
Bolingbrook, IL
 
5,429

 
1,178

 
9,453

 
808

 
1,181

 
10,258

 
11,439

 
3,105

 
2005
 
(j)
7609 W. Industrial Drive
 
Forest Park, IL
 

 
1,207

 
2,343

 
122

 
1,213

 
2,459

 
3,672

 
1,082

 
2005
 
(j)
7801 W. Industrial Drive
 
Forest Park, IL
 

 
1,215

 
3,020

 
476

 
1,220

 
3,491

 
4,711

 
1,656

 
2005
 
(j)
825 E. 26th Street
 
LaGrange, IL
 

 
1,547

 
2,078

 
2,474

 
1,617

 
4,482

 
6,099

 
2,185

 
2005
 
(j)
725 Kimberly Drive
 
Carol Stream, IL
 

 
793

 
1,395

 
223

 
801

 
1,610

 
2,411

 
580

 
2005
 
(j)
17001 S. Vincennes
 
Thornton, IL
 

 
497

 
504

 
37

 
513

 
525

 
1,038

 
373

 
2005
 
(j)
1111 Davis Road
 
Elgin, IL
 
2,387

 
998

 
1,859

 
601

 
1,046

 
2,412

 
3,458

 
1,481

 
2006
 
(j)
2900 W. 166th Street
 
Markham, IL
 

 
1,132

 
4,293

 
(881
)
 
1,134

 
3,410

 
4,544

 
806

 
2007
 
(j)
555 W. Algonquin Road
 
Arlington Heights, IL
 
2,021

 
574

 
741

 
1,936

 
579

 
2,672

 
3,251

 
703

 
2007
 
(j)
7000 W. 60th Street
 
Chicago, IL
 

 
609

 
932

 
100

 
667

 
974

 
1,641

 
603

 
2007
 
(j)
1501 Oakton Street
 
Elk Grove Village, IL
 
7,391

 
3,369

 
6,121

 
434

 
3,482

 
6,442

 
9,924

 
1,535

 
2008
 
(j)
16500 W. 103rd Street
 
Woodridge, IL
 
2,431

 
744

 
2,458

 
366

 
762

 
2,806

 
3,568

 
878

 
2008
 
(j)
8505 50th Street
 
Kenosha, WI
 

 
3,212

 

 
32,953

 
3,212

 
32,953

 
36,165

 
4,850

 
2008
 
(j)
4100 Rock Creek Blvd
 
Joliet, IL
 

 
4,476

 
16,061

 
479

 
4,476

 
16,540

 
21,016

 
1,043

 
2013
 
(j)
10100 58th Place
 
Kenosha, WI
 

 
4,201

 
17,604

 
1,443

 
4,201

 
19,047

 
23,248

 
1,417

 
2013
 
(j)
401 Airport Road
 
North Aurora, IL
 

 
534

 
1,957

 

 
534

 
1,957

 
2,491

 
54

 
2014
 
(j)
Cincinnati
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9900-9970 Princeton
 
Cincinnati, OH
 
3,643

 
545

 
3,088

 
1,759

 
566

 
4,826

 
5,392

 
2,083

 
1996
 
(j)
4700-4750 Creek Road
 
Blue Ash, OH
 

 
1,080

 
6,118

 
1,346

 
1,109

 
7,435

 
8,544

 
3,273

 
1996
 
(j)
4436 Muhlhauser Road
 
Hamilton, OH
 
3,707

 
630

 

 
5,375

 
630

 
5,375

 
6,005

 
1,657

 
2002
 
(j)
4438 Muhlhauser Road
 
Hamilton, OH
 
4,581

 
779

 

 
6,579

 
779

 
6,579

 
7,358

 
2,116

 
2002
 
(j)
420 Wards Corner Road
 
Loveland, OH
 

 
600

 
1,083

 
757

 
606

 
1,834

 
2,440

 
586

 
2003
 
(j)
422 Wards Corner Road
 
Loveland, OH
 

 
600

 
1,811

 
35

 
592

 
1,854

 
2,446

 
586

 
2003
 
(j)
4663 Dues Drive
 
Westchester, OH
 

 
858

 
2,273

 
620

 
875

 
2,876

 
3,751

 
2,393

 
2005
 
(j)
9345 Princeton-Glendale Road
 
Westchester, OH
 
1,530

 
818

 
1,648

 
380

 
840

 
2,006

 
2,846

 
1,098

 
2006
 
(j)
9525 Glades Drive
 
Westchester, OH
 

 
347

 
1,323

 
115

 
355

 
1,430

 
1,785

 
585

 
2007
 
(j)

S-3

Table of Contents

9774-9792 Windisch Road
 
Westchester, OH
 

 
392

 
1,744

 
78

 
394

 
1,820

 
2,214

 
566

 
2007
 
(j)
9808-9830 Windisch Road
 
Westchester, OH
 

 
395

 
2,541

 
85

 
397

 
2,624

 
3,021

 
617

 
2007
 
(j)
9842-9862 Windisch Road
 
Westchester, OH
 

 
506

 
3,148

 
102

 
508

 
3,248

 
3,756

 
796

 
2007
 
(j)
9872-9898 Windisch Road
 
Westchester, OH
 

 
546

 
3,039

 
159

 
548

 
3,196

 
3,744

 
812

 
2007
 
(j)
9902-9922 Windisch Road
 
Westchester, OH
 

 
623

 
4,003

 
729

 
627

 
4,728

 
5,355

 
1,503

 
2007
 
(j)
Cleveland
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30311 Emerald Valley Parkway
 
Glenwillow, OH
 
8,914

 
681

 
11,838

 
845

 
691

 
12,673

 
13,364

 
3,862

 
2006
 
(j)
30333 Emerald Valley Parkway
 
Glenwillow, OH
 
3,896

 
466

 
5,447

 
54

 
475

 
5,492

 
5,967

 
1,876

 
2006
 
(j)
7800 Cochran Road
 
Glenwillow, OH
 
3,897

 
972

 
7,033

 
243

 
991

 
7,257

 
8,248

 
2,123

 
2006
 
(j)
7900 Cochran Road
 
Glenwillow, OH
 
4,794

 
775

 
6,244

 
237

 
792

 
6,464

 
7,256

 
1,900

 
2006
 
(j)
7905 Cochran Road
 
Glenwillow, OH
 

 
920

 
6,174

 
691

 
921

 
6,864

 
7,785

 
2,210

 
2006
 
(j)
30600 Carter Street
 
Solon, OH
 

 
989

 
3,042

 
881

 
1,022

 
3,890

 
4,912

 
2,487

 
2006
 
(j)
8181 Darrow Road
 
Twinsburg, OH
 
6,983

 
2,478

 
6,791

 
2,040

 
2,496

 
8,813

 
11,309

 
3,351

 
2008
 
(j)
Dallas
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2406-2416 Walnut Ridge
 
Dallas, TX
 

 
178

 
1,006

 
633

 
172

 
1,645

 
1,817

 
603

 
1997
 
(j)
2401-2419 Walnut Ridge
 
Dallas, TX
 

 
148

 
839

 
416

 
142

 
1,261

 
1,403

 
441

 
1997
 
(j)
900-906 Great Southwest Pkwy
 
Arlington, TX
 

 
237

 
1,342

 
638

 
270

 
1,947

 
2,217

 
837

 
1997
 
(j)
3000 West Commerce
 
Dallas, TX
 

 
456

 
2,584

 
1,225

 
469

 
3,796

 
4,265

 
1,498

 
1997
 
(j)
3030 Hansboro
 
Dallas, TX
 

 
266

 
1,510

 
(664
)
 
87

 
1,025

 
1,112

 
643

 
1997
 
(j)
405-407 113th
 
Arlington, TX
 

 
181

 
1,026

 
511

 
185

 
1,533

 
1,718

 
618

 
1997
 
(j)
816 111th Street
 
Arlington, TX
 
857

 
251

 
1,421

 
195

 
258

 
1,609

 
1,867

 
700

 
1997
 
(j)
7427 Dogwood Park
 
Richland Hills, TX
 

 
96

 
532

 
302

 
102

 
828

 
930

 
298

 
1998
 
(j)
7348-54 Tower Street
 
Richland Hills, TX
 

 
88

 
489

 
213

 
94

 
696

 
790

 
268

 
1998
 
(j)
7339-41 Tower Street
 
Richland Hills, TX
 

 
98

 
541

 
180

 
104

 
715

 
819

 
266

 
1998
 
(j)
7437-45 Tower Street
 
Richland Hills, TX
 

 
102

 
563

 
294

 
108

 
851

 
959

 
302

 
1998
 
(j)
7331-59 Airport Freeway
 
Richland Hills, TX
 
1,655

 
354

 
1,958

 
368

 
372

 
2,308

 
2,680

 
904

 
1998
 
(j)
7338-60 Dogwood Park
 
Richland Hills, TX
 

 
106

 
587

 
244

 
112

 
825

 
937

 
289

 
1998
 
(j)
7450-70 Dogwood Park
 
Richland Hills, TX
 

 
106

 
584

 
136

 
112

 
714

 
826

 
273

 
1998
 
(j)
7423-49 Airport Freeway
 
Richland Hills, TX
 
1,450

 
293

 
1,621

 
434

 
308

 
2,040

 
2,348

 
755

 
1998
 
(j)
7400 Whitehall Street
 
Richland Hills, TX
 

 
109

 
603

 
95

 
115

 
692

 
807

 
266

 
1998
 
(j)
1602-1654 Terre Colony
 
Dallas, TX
 
1,788

 
458

 
2,596

 
845

 
468

 
3,431

 
3,899

 
1,148

 
2000
 
(j)
2351-2355 Merritt Drive
 
Garland, TX
 

 
101

 
574

 
104

 
92

 
687

 
779

 
242

 
2000
 
(j)
2220 Merritt Drive
 
Garland, TX
 

 
352

 
1,993

 
145

 
316

 
2,174

 
2,490

 
661

 
2000
 
(j)
2010 Merritt Drive
 
Garland, TX
 

 
350

 
1,981

 
55

 
318

 
2,068

 
2,386

 
668

 
2000
 
(j)
2363 Merritt Drive
 
Garland, TX
 

 
73

 
412

 
(8
)
 
47

 
430

 
477

 
159

 
2000
 
(j)
2447 Merritt Drive
 
Garland, TX
 

 
70

 
395

 
(166
)
 
23

 
276

 
299

 
156

 
2000
 
(j)
2465-2475 Merritt Drive
 
Garland, TX
 

 
91

 
514

 
39

 
71

 
573

 
644

 
227

 
2000
 
(j)
2485-2505 Merritt Drive
 
Garland, TX
 

 
431

 
2,440

 
762

 
426

 
3,207

 
3,633

 
1,196

 
2000
 
(j)
2110 Hutton Drive
 
Carrolton, TX
 

 
374

 
2,117

 
117

 
255

 
2,353

 
2,608

 
844

 
2001
 
(j)
2025 McKenzie Drive
 
Carrolton, TX
 
1,398

 
437

 
2,478

 
133

 
442

 
2,606

 
3,048

 
896

 
2001
 
(j)
2019 McKenzie Drive
 
Carrolton, TX
 
1,706

 
502

 
2,843

 
374

 
507

 
3,212

 
3,719

 
1,122

 
2001
 
(j)
2029-2035 McKenzie Drive
 
Carrolton, TX
 
1,502

 
306

 
1,870

 
236

 
306

 
2,106

 
2,412

 
741

 
2001
 
(j)
2015 McKenzie Drive
 
Carrolton, TX
 
2,475

 
510

 
2,891

 
402

 
516

 
3,287

 
3,803

 
1,109

 
2001
 
(j)

S-4

Table of Contents

2009 McKenzie Drive
 
Carrolton, TX
 
2,404

 
476

 
2,699

 
519

 
481

 
3,213

 
3,694

 
1,092

 
2001
 
(j)
900-1100 Avenue S
 
Grand Prairie, TX
 
2,344

 
623

 
3,528

 
959

 
629

 
4,481

 
5,110

 
1,250

 
2002
 
(j)
Plano Crossing
(f)
Plano, TX
 
9,157

 
1,961

 
11,112

 
997

 
1,981

 
12,089

 
14,070

 
3,660

 
2002
 
(j)
7413A-C Dogwood Park
 
Richland Hills, TX
 

 
110

 
623

 
245

 
111

 
867

 
978

 
269

 
2002
 
(j)
7450 Tower Street
 
Richland Hills, TX
 

 
36

 
204

 
103

 
36

 
307

 
343

 
111

 
2002
 
(j)
7436 Tower Street
 
Richland Hills, TX
 

 
57

 
324

 
196

 
58

 
519

 
577

 
177

 
2002
 
(j)
7426 Tower Street
 
Richland Hills, TX
 

 
76

 
429

 
186

 
76

 
615

 
691

 
160

 
2002
 
(j)
7427-7429 Tower Street
 
Richland Hills, TX
 

 
75

 
427

 
163

 
76

 
589

 
665

 
219

 
2002
 
(j)
2840-2842 Handley Ederville Road
 
Richland Hills, TX
 

 
112

 
635

 
52

 
113

 
686

 
799

 
208

 
2002
 
(j)
7451-7477 Airport Freeway
 
Richland Hills, TX
 
1,363

 
256

 
1,453

 
499

 
259

 
1,949

 
2,208

 
625

 
2002
 
(j)
7450 Whitehall Street
 
Richland Hills, TX
 

 
104

 
591

 
339

 
105

 
929

 
1,034

 
250

 
2002
 
(j)
3000 Wesley Way
 
Richland Hills, TX
 

 
208

 
1,181

 
18

 
211

 
1,196

 
1,407

 
367

 
2002
 
(j)
7451 Dogwood Park
 
Richland Hills, TX
 
666

 
133

 
753

 
184

 
134

 
936

 
1,070

 
258

 
2002
 
(j)
825-827 Avenue H
(d)
Arlington, TX
 
2,481

 
600

 
3,006

 
67

 
604

 
3,069

 
3,673

 
1,229

 
2004
 
(j)
1013-31 Avenue M
 
Grand Prairie, TX
 

 
300

 
1,504

 
240

 
302

 
1,742

 
2,044

 
573

 
2004
 
(j)
1172-84 113th Street
(d)
Grand Prairie, TX
 
1,933

 
700

 
3,509

 
5

 
704

 
3,510

 
4,214

 
1,239

 
2004
 
(j)
1200-16 Avenue H
(d)
Arlington, TX
 
1,731

 
600

 
2,846

 
329

 
604

 
3,171

 
3,775

 
928

 
2004
 
(j)
1322-66 W. North Carrier Parkway
(e)
Grand Prairie, TX
 
4,739

 
1,000

 
5,012

 
1,003

 
1,006

 
6,009

 
7,015

 
1,796

 
2004
 
(j)

S-5

Table of Contents

SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2014
 
 
 
 
 
 
 
(b)
Initial Cost
 
(c)
Costs
Capitalized
Subsequent to
Acquisition or
Completion
and Valuation
Provision
 
Gross Amount Carried
At Close of Period 12/31/14
 
 
 
Year
Acquired/
Constructed
 
Depreciable
Lives
(Years)
Building Address
 
Location
(City/State)
 
(a)
Encumbrances
 
Land
 
Buildings and
Improvements
 
 
Land
 
Buildings and
Improvements
 
Total
 
Accumulated
Depreciation
12/31/2014
 
 
 
 
 
(In thousands)
 
 
 
 
2401-2407 Centennial Drive
 
Arlington, TX
 
2,143

 
600

 
2,534

 
(50
)
 
604

 
2,480

 
3,084

 
991

 
2004
 
(j)
3111 West Commerce Street
 
Dallas, TX
 
3,802

 
1,000

 
3,364

 
1,264

 
1,011

 
4,617

 
5,628

 
1,419

 
2004
 
(j)
13800 Senlac Drive
 
Farmers Ranch, TX
 
3,142

 
823

 
4,042

 
(214
)
 
825

 
3,826

 
4,651

 
1,306

 
2005
 
(j)
801-831 S Great Southwest Pkwy
(g)
Grand Prairie, TX
 

 
2,581

 
16,556

 
53

 
2,586

 
16,604

 
19,190

 
7,867

 
2005
 
(j)
801 Heinz Way
 
Grand Prairie, TX
 
2,618

 
599

 
3,327

 
315

 
601

 
3,640

 
4,241

 
1,338

 
2005
 
(j)
901-937 Heinz Way
 
Grand Prairie, TX
 
2,035

 
493

 
2,758

 
45

 
481

 
2,815

 
3,296

 
1,101

 
2005
 
(j)
3301 Century Circle
 
Irving, TX
 
2,110

 
760

 
3,856

 
(16
)
 
771

 
3,829

 
4,600

 
867

 
2007
 
(j)
3901 W Miller Road
 
Garland, TX
 

 
1,912

 

 
15,478

 
1,947

 
15,443

 
17,390

 
2,955

 
2008
 
(j)
Denver
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4785 Elati
 
Denver, CO
 

 
173

 
981

 
205

 
175

 
1,184

 
1,359

 
481

 
1997
 
(j)
4770 Fox Street
 
Denver, CO
 

 
132

 
750

 
332

 
134

 
1,080

 
1,214

 
423

 
1997
 
(j)
3851-3871 Revere
 
Denver, CO
 
1,271

 
361

 
2,047

 
363

 
368

 
2,403

 
2,771

 
983

 
1997
 
(j)
4570 Ivy Street
 
Denver, CO
 

 
219

 
1,239

 
279

 
220

 
1,517

 
1,737

 
649

 
1997
 
(j)
5855 Stapleton Drive North
 
Denver, CO
 

 
288

 
1,630

 
249

 
290

 
1,877

 
2,167

 
780

 
1997
 
(j)
5885 Stapleton Drive North
 
Denver, CO
 

 
376

 
2,129

 
316

 
380

 
2,441

 
2,821

 
987

 
1997
 
(j)
5977 North Broadway
 
Denver, CO
 
1,415

 
268

 
1,518

 
506

 
271

 
2,021

 
2,292

 
794

 
1997
 
(j)
5952-5978 North Broadway
 
Denver, CO
 
2,262

 
414

 
2,346

 
904

 
422

 
3,242

 
3,664

 
1,439

 
1997
 
(j)
4721 Ironton Street
 
Denver, CO
 

 
232

 
1,313

 
319

 
236

 
1,628

 
1,864

 
665

 
1997
 
(j)
7003 E 47th Ave Drive
 
Denver, CO
 

 
441

 
2,689

 
58

 
441

 
2,747

 
3,188

 
1,189

 
1997
 
(j)
9500 West 49th Street - A
 
Wheatridge, CO
 

 
283

 
1,625

 
120

 
287

 
1,741

 
2,028

 
775

 
1997
 
(j)
9500 West 49th Street - B
 
Wheatridge, CO
 

 
225

 
1,272

 
200

 
227

 
1,470

 
1,697

 
603

 
1997
 
(j)
9500 West 49th Street - C
 
Wheatridge, CO
 

 
600

 
3,409

 
163

 
601

 
3,571

 
4,172

 
1,567

 
1997
 
(j)
9500 West 49th Street - D
 
Wheatridge, CO
 

 
246

 
1,537

 
487

 
247

 
2,023

 
2,270

 
927

 
1997
 
(j)
451-591 East 124th Avenue
 
Littleton, CO
 

 
383

 
2,145

 
481

 
383

 
2,626

 
3,009

 
1,096

 
1997
 
(j)
15000 West 6th Avenue
 
Golden, CO
 

 
913

 
5,174

 
1,147

 
918

 
6,316

 
7,234

 
2,824

 
1997
 
(j)
14998 West 6th Avenue Bldg E
 
Golden, CO
 

 
565

 
3,199

 
371

 
570

 
3,565

 
4,135

 
1,486

 
1997
 
(j)
14998 West 6th Avenue Bldg F
 
Englewood, CO
 

 
269

 
1,525

 
101

 
273

 
1,622

 
1,895

 
698

 
1997
 
(j)
6547 South Racine Circle
 
Englewood, CO
 
2,703

 
739

 
4,241

 
170

 
739

 
4,411

 
5,150

 
1,868

 
1997
 
(j)
11701 East 53rd Avenue
 
Denver, CO
 

 
416

 
2,355

 
414

 
422

 
2,763

 
3,185

 
1,145

 
1997
 
(j)
5401 Oswego
 
Denver, CO
 

 
273

 
1,547

 
313

 
278

 
1,855

 
2,133

 
798

 
1997
 
(j)
14818 West 6th Avenue Bldg A
 
Golden, CO
 

 
468

 
2,799

 
278

 
468

 
3,077

 
3,545

 
1,277

 
1997
 
(j)
14828 West 6th Avenue Bldg B
 
Golden, CO
 

 
503

 
2,942

 
397

 
503

 
3,339

 
3,842

 
1,442

 
1997
 
(j)
445 Bryant Street
 
Denver, CO
 
6,747

 
1,829

 
10,219

 
2,664

 
1,829

 
12,883

 
14,712

 
5,429

 
1998
 
(j)

S-6

Table of Contents

3811 Joliet
 
Denver, CO
 

 
735

 
4,166

 
543

 
752

 
4,692

 
5,444

 
1,926

 
1998
 
(j)
12055 E 49th Ave/4955 Peoria
 
Denver, CO
 

 
298

 
1,688

 
529

 
305

 
2,210

 
2,515

 
892

 
1998
 
(j)
4940-4950 Paris
 
Denver, CO
 

 
152

 
861

 
285

 
156

 
1,142

 
1,298

 
469

 
1998
 
(j)
4970 Paris
 
Denver, CO
 

 
95

 
537

 
101

 
97

 
636

 
733

 
256

 
1998
 
(j)
7367 South Revere Parkway
 
Englewood, CO
 
3,151

 
926

 
5,124

 
820

 
934

 
5,936

 
6,870

 
2,420

 
1998
 
(j)
8200 East Park Meadows Drive
(d)
Lone Tree, CO
 

 
1,297

 
7,348

 
1,265

 
1,304

 
8,606

 
9,910

 
3,098

 
2000
 
(j)
3250 Quentin Street
(d)
Aurora, CO
 

 
1,220

 
6,911

 
782

 
1,230

 
7,683

 
8,913

 
2,655

 
2000
 
(j)
Highpoint Bus Ctr B
 
Littleton, CO
 

 
739

 

 
3,308

 
781

 
3,266

 
4,047

 
971

 
2000
 
(j)
1130 W. 124th Avenue
 
Westminster, CO
 

 
441

 

 
3,289

 
441

 
3,289

 
3,730

 
1,241

 
2000
 
(j)
1070 W. 124th Avenue
 
Westminster, CO
 

 
374

 

 
2,836

 
374

 
2,836

 
3,210

 
1,002

 
2000
 
(j)
1020 W. 124th Avenue
 
Westminster, CO
 

 
374

 

 
2,809

 
374

 
2,809

 
3,183

 
949

 
2000
 
(j)
8810 W. 116th Circle
 
Broomfield, CO
 

 
312

 

 
1,514

 
370

 
1,456

 
1,826

 
422

 
2001
 
(j)
960 W. 124th Avenue
 
Westminster, CO
 

 
441

 

 
3,507

 
442

 
3,506

 
3,948

 
1,187

 
2001
 
(j)
8820 W. 116th Circle
 
Broomfield, CO
 

 
338

 
1,918

 
321

 
372

 
2,205

 
2,577

 
658

 
2003
 
(j)
8835 W. 116th Circle
 
Broomfield, CO
 

 
1,151

 
6,523

 
1,410

 
1,304

 
7,780

 
9,084

 
2,445

 
2003
 
(j)
18150 E. 32nd Place
 
Aurora, CO
 
1,824

 
563

 
3,188

 
226

 
572

 
3,405

 
3,977

 
1,105

 
2004
 
(j)
3400 Fraser Street
 
Aurora, CO
 
2,155

 
616

 
3,593

 
(184
)
 
620

 
3,405

 
4,025

 
1,005

 
2005
 
(j)
7005 E. 46th Avenue Drive
 
Denver, CO
 
1,348

 
512

 
2,025

 
32

 
517

 
2,052

 
2,569

 
682

 
2005
 
(j)
4001 Salazar Way
 
Frederick, CO
 

 
1,271

 
6,508

 
(773
)
 
1,276

 
5,730

 
7,006

 
1,360

 
2006
 
(j)
5909-5915 N. Broadway
 
Denver, CO
 
898

 
495

 
1,268

 
107

 
500

 
1,370

 
1,870

 
566

 
2006
 
(j)
Detroit
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1731 Thorncroft
 
Troy, MI
 

 
331

 
1,904

 
189

 
331

 
2,093

 
2,424

 
1,050

 
1994
 
(j)
47461 Clipper
 
Plymouth Township, MI
 

 
122

 
723

 
54

 
122

 
777

 
899

 
409

 
1994
 
(j)
449 Executive Drive
 
Troy, MI
 

 
125

 
425

 
1,066

 
218

 
1,398

 
1,616

 
1,268

 
1994
 
(j)
501 Executive Drive
 
Troy, MI
 

 
71

 
236

 
678

 
129

 
856

 
985

 
659

 
1994
 
(j)
451 Robbins Drive
 
Troy, MI
 

 
96

 
448

 
877

 
192

 
1,229

 
1,421

 
1,104

 
1994
 
(j)
1416 Meijer Drive
 
Troy, MI
 

 
94

 
394

 
399

 
121

 
766

 
887

 
701

 
1994
 
(j)
1624 Meijer Drive
 
Troy, MI
 

 
236

 
1,406

 
1,093

 
373

 
2,362

 
2,735

 
1,999

 
1994
 
(j)
1972 Meijer Drive
 
Troy, MI
 

 
315

 
1,301

 
787

 
372

 
2,031

 
2,403

 
1,555

 
1994
 
(j)
1707 Northwood Drive
 
Troy, MI
 

 
95

 
262

 
1,720

 
239

 
1,838

 
2,077

 
1,446

 
1994
 
(j)
1788 Northwood Drive
 
Troy, MI
 

 
50

 
196

 
483

 
103

 
626

 
729

 
566

 
1994
 
(j)
1826 Northwood Drive
 
Troy, MI
 

 
55

 
208

 
472

 
103

 
632

 
735

 
557

 
1994
 
(j)
1864 Northwood Drive
 
Troy, MI
 

 
57

 
190

 
489

 
107

 
629

 
736

 
573

 
1994
 
(j)
2451 Elliott Avenue
 
Troy, MI
 

 
78

 
319

 
733

 
164

 
966

 
1,130

 
786

 
1994
 
(j)
2730 Research Drive
 
Rochester Hills, MI
 

 
903

 
4,215

 
829

 
903

 
5,044

 
5,947

 
4,093

 
1994
 
(j)
2791 Research Drive
 
Rochester Hills, MI
 

 
557

 
2,731

 
1,017

 
560

 
3,745

 
4,305

 
2,552

 
1994
 
(j)
2871 Research Drive
 
Rochester Hills, MI
 

 
324

 
1,487

 
437

 
327

 
1,921

 
2,248

 
1,420

 
1994
 
(j)
3011 Research Drive
 
Rochester Hills, MI
 

 
457

 
2,104

 
492

 
457

 
2,596

 
3,053

 
2,091

 
1994
 
(j)
2870 Technology Drive
 
Rochester Hills, MI
 

 
275

 
1,262

 
356

 
279

 
1,614

 
1,893

 
1,278

 
1994
 
(j)
2900 Technology Drive
 
Rochester Hills, MI
 

 
214

 
977

 
513

 
219

 
1,485

 
1,704

 
971

 
1994
 
(j)
2930 Technology Drive
 
Rochester Hills, MI
 

 
131

 
594

 
435

 
138

 
1,022

 
1,160

 
698

 
1994
 
(j)
2950 Technology Drive
 
Rochester Hills, MI
 

 
178

 
819

 
368

 
185

 
1,180

 
1,365

 
801

 
1994
 
(j)
23014 Commerce Drive
 
Farmington Hills, MI
 

 
39

 
203

 
189

 
56

 
375

 
431

 
333

 
1994
 
(j)

S-7

Table of Contents

23028 Commerce Drive
 
Farmington Hills, MI
 

 
98

 
507

 
278

 
125

 
758

 
883

 
704

 
1994
 
(j)
23035 Commerce Drive
 
Farmington Hills, MI
 

 
71

 
355

 
237

 
93

 
570

 
663

 
526

 
1994
 
(j)
23042 Commerce Drive
 
Farmington Hills, MI
 

 
67

 
277

 
273

 
89

 
528

 
617

 
500

 
1994
 
(j)
23065 Commerce Drive
 
Farmington Hills, MI
 

 
71

 
408

 
338

 
93

 
724

 
817

 
599

 
1994
 
(j)
23079 Commerce Drive
 
Farmington Hills, MI
 

 
68

 
301

 
290

 
79

 
580

 
659

 
524

 
1994
 
(j)
23093 Commerce Drive
 
Farmington Hills, MI
 

 
211

 
1,024

 
1,219

 
295

 
2,159

 
2,454

 
1,758

 
1994
 
(j)
23135 Commerce Drive
 
Farmington Hills, MI
 

 
146

 
701

 
392

 
158

 
1,081

 
1,239

 
904

 
1994
 
(j)
23163 Commerce Drive
 
Farmington Hills, MI
 

 
111

 
513

 
384

 
138

 
870

 
1,008

 
729

 
1994
 
(j)
23177 Commerce Drive
 
Farmington Hills, MI
 

 
175

 
1,007

 
611

 
254

 
1,539

 
1,793

 
1,313

 
1994
 
(j)
23206 Commerce Drive
 
Farmington Hills, MI
 

 
125

 
531

 
367

 
137

 
886

 
1,023

 
730

 
1994
 
(j)
23370 Commerce Drive
 
Farmington Hills, MI
 

 
59

 
233

 
174

 
66

 
400

 
466

 
374

 
1994
 
(j)
1451 East Lincoln Avenue
 
Madison Heights, MI
 

 
299

 
1,703

 
(179
)
 
148

 
1,675

 
1,823

 
864

 
1995
 
(j)
4400 Purks Drive
 
Auburn Hills, MI
 

 
602

 
3,410

 
3,300

 
612

 
6,700

 
7,312

 
3,042

 
1995
 
(j)
32450 N Avis Drive
 
Madison Heights, MI
 

 
281

 
1,590

 
541

 
286

 
2,126

 
2,412

 
1,047

 
1996
 
(j)
12707 Eckles Road
 
Plymouth Township, MI
 

 
255

 
1,445

 
220

 
267

 
1,653

 
1,920

 
729

 
1996
 
(j)
9300-9328 Harrison Road
 
Romulus, MI
 

 
147

 
834

 
407

 
159

 
1,229

 
1,388

 
541

 
1996
 
(j)
9330-9358 Harrison Road
 
Romulus, MI
 

 
81

 
456

 
255

 
89

 
703

 
792

 
287

 
1996
 
(j)
28420-28448 Highland Road
 
Romulus, MI
 

 
143

 
809

 
753

 
154

 
1,551

 
1,705

 
529

 
1996
 
(j)
28450-28478 Highland Road
 
Romulus, MI
 

 
81

 
461

 
457

 
90

 
909

 
999

 
343

 
1996
 
(j)
28421-28449 Highland Road
 
Romulus, MI
 

 
109

 
617

 
473

 
119

 
1,080

 
1,199

 
451

 
1996
 
(j)
28451-28479 Highland Road
 
Romulus, MI
 

 
107

 
608

 
411

 
117

 
1,009

 
1,126

 
396

 
1996
 
(j)
28825-28909 Highland Road
 
Romulus, MI
 

 
70

 
395

 
396

 
78

 
783

 
861

 
307

 
1996
 
(j)
28933-29017 Highland Road
 
Romulus, MI
 

 
112

 
634

 
599

 
122

 
1,223

 
1,345

 
434

 
1996
 
(j)
28824-28908 Highland Road
 
Romulus, MI
 

 
134

 
760

 
577

 
145

 
1,326

 
1,471

 
525

 
1996
 
(j)
28932-29016 Highland Road
 
Romulus, MI
 

 
123

 
694

 
582

 
133

 
1,266

 
1,399

 
486

 
1996
 
(j)
9710-9734 Harrison Road
 
Romulus, MI
 

 
125

 
706

 
432

 
135

 
1,128

 
1,263

 
474

 
1996
 
(j)
9740-9772 Harrison Road
 
Romulus, MI
 

 
132

 
749

 
401

 
143

 
1,139

 
1,282

 
492

 
1996
 
(j)
9840-9868 Harrison Road
 
Romulus, MI
 

 
144

 
815

 
296

 
155

 
1,100

 
1,255

 
452

 
1996
 
(j)
9800-9824 Harrison Road
 
Romulus, MI
 

 
117

 
664

 
362

 
127

 
1,016

 
1,143

 
401

 
1996
 
(j)
29265-29285 Airport Drive
 
Romulus, MI
 

 
140

 
794

 
263

 
151

 
1,046

 
1,197

 
462

 
1996
 
(j)
29185-29225 Airport Drive
 
Romulus, MI
 

 
140

 
792

 
514

 
151

 
1,295

 
1,446

 
580

 
1996
 
(j)
29149-29165 Airport Drive
 
Romulus, MI
 

 
216

 
1,225

 
305

 
231

 
1,515

 
1,746

 
674

 
1996
 
(j)
29101-29115 Airport Drive
 
Romulus, MI
 

 
130

 
738

 
285

 
141

 
1,012

 
1,153

 
472

 
1996
 
(j)
29031-29045 Airport Drive
 
Romulus, MI
 

 
124

 
704

 
215

 
134

 
909

 
1,043

 
374

 
1996
 
(j)
29050-29062 Airport Drive
 
Romulus, MI
 

 
127

 
718

 
218

 
137

 
926

 
1,063

 
385

 
1996
 
(j)
29120-29134 Airport Drive
 
Romulus, MI
 

 
161

 
912

 
522

 
173

 
1,422

 
1,595

 
569

 
1996
 
(j)
29200-29214 Airport Drive
 
Romulus, MI
 

 
170

 
963

 
310

 
182

 
1,261

 
1,443

 
465

 
1996
 
(j)
9301-9339 Middlebelt Road
 
Romulus, MI
 

 
124

 
703

 
444

 
130

 
1,141

 
1,271

 
510

 
1996
 
(j)
32975 Capitol Avenue
 
Livonia, MI
 

 
135

 
748

 
(166
)
 
77

 
640

 
717

 
313

 
1998
 
(j)
32920 Capitol Avenue
 
Livonia, MI
 

 
76

 
422

 
(62
)
 
27

 
409

 
436

 
217

 
1998
 
(j)
11923 Brookfield Avenue
 
Livonia, MI
 

 
120

 
665

 
(324
)
 
32

 
429

 
461

 
294

 
1998
 
(j)
450 Robbins Drive
 
Troy, MI
 

 
166

 
920

 
231

 
178

 
1,139

 
1,317

 
467

 
1998
 
(j)
12886 Westmore Avenue
 
Livonia, MI
 

 
190

 
1,050

 
(351
)
 
86

 
803

 
889

 
442

 
1998
 
(j)

S-8

Table of Contents

47711 Clipper Street
 
Plymouth Township, MI
 

 
539

 
2,983

 
359

 
575

 
3,306

 
3,881

 
1,338

 
1998
 
(j)
32975 Industrial Road
 
Livonia, MI
 

 
160

 
887

 
(191
)
 
92

 
764

 
856

 
379

 
1998
 
(j)
32985 Industrial Road
 
Livonia, MI
 

 
137

 
761

 
(329
)
 
46

 
523

 
569

 
319

 
1998
 
(j)
32995 Industrial Road
 
Livonia, MI
 

 
160

 
887

 
(409
)
 
53

 
585

 
638

 
363

 
1998
 
(j)
12874 Westmore Avenue
 
Livonia, MI
 

 
137

 
761

 
(302
)
 
58

 
538

 
596

 
301

 
1998
 
(j)
1775 Bellingham
 
Troy, MI
 

 
344

 
1,902

 
329

 
367

 
2,208

 
2,575

 
893

 
1998
 
(j)
1785 East Maple
 
Troy, MI
 

 
92

 
507

 
200

 
98

 
701

 
799

 
257

 
1998
 
(j)
980 Chicago
 
Troy, MI
 

 
206

 
1,141

 
328

 
220

 
1,455

 
1,675

 
537

 
1998
 
(j)
1885 Enterprise Drive
 
Rochester Hills, MI
 

 
209

 
1,158

 
544

 
223

 
1,688

 
1,911

 
561

 
1998
 
(j)
1935-55 Enterprise Drive
 
Rochester Hills, MI
 

 
1,285

 
7,144

 
943

 
1,371

 
8,001

 
9,372

 
3,229

 
1998
 
(j)
5500 Enterprise Court
 
Warren, MI
 

 
675

 
3,737

 
680

 
721

 
4,371

 
5,092

 
1,751

 
1998
 
(j)
750 Chicago Road
 
Troy, MI
 

 
323

 
1,790

 
385

 
345

 
2,153

 
2,498

 
880

 
1998
 
(j)
800 Chicago Road
 
Troy, MI
 

 
283

 
1,567

 
370

 
302

 
1,918

 
2,220

 
763

 
1998
 
(j)
850 Chicago Road
 
Troy, MI
 

 
183

 
1,016

 
218

 
196

 
1,221

 
1,417

 
493

 
1998
 
(j)
1100 East Mandoline Road
 
Madison Heights, MI
 

 
888

 
4,915

 
(1,257
)
 
332

 
4,214

 
4,546

 
2,372

 
1998
 
(j)
1080, 1120, 1180 John Papalas Drive
(e)
Lincoln Park, MI
 

 
366

 
3,241

 
366

 
297

 
3,676

 
3,973

 
1,918

 
1998
 
(j)
4872 S. Lapeer Road
 
Lake Orion Twsp, MI
 

 
1,342

 
5,441

 
1,208

 
1,412

 
6,579

 
7,991

 
2,609

 
1999
 
(j)
22701 Trolley Industrial
 
Taylor, MI
 

 
795

 

 
7,435

 
849

 
7,381

 
8,230

 
2,475

 
1999
 
(j)
1400 Allen Drive
 
Troy, MI
 

 
209

 
1,154

 
223

 
212

 
1,374

 
1,586

 
455

 
2000
 
(j)
1408 Allen Drive
 
Troy, MI
 

 
151

 
834

 
121

 
153

 
953

 
1,106

 
318

 
2000
 
(j)
32505 Industrial Drive
 
Madison Heights, MI
 

 
345

 
1,910

 
107

 
351

 
2,011

 
2,362

 
694

 
2000
 
(j)
1799-1855 Northfield Drive
(d)
Rochester Hills, MI
 

 
481

 
2,665

 
367

 
490

 
3,023

 
3,513

 
1,060

 
2000
 
(j)
28435 Automation Blvd
 
Wixom, MI
 

 
621

 

 
3,664

 
628

 
3,657

 
4,285

 
919

 
2004
 
(j)
32200 N Avis Drive
 
Madison Heights, MI
 

 
503

 
3,367

 
(1,446
)
 
195

 
2,229

 
2,424

 
867

 
2005
 
(j)
100 Kay Industrial Drive
 
Orion Township, MI
 

 
677

 
2,018

 
171

 
685

 
2,181

 
2,866

 
860

 
2005
 
(j)
11800 Sears Drive
 
Livonia, MI
 

 
693

 
1,507

 
1,212

 
476

 
2,936

 
3,412

 
1,451

 
2005
 
(j)
1099 Chicago Road
 
Troy, MI
 

 
1,277

 
1,332

 
(1,275
)
 
303

 
1,031

 
1,334

 
294

 
2005
 
(j)
42555 Merrill Road
 
Sterling Heights, MI
 

 
1,080

 
2,300

 
3,487

 
1,090

 
5,777

 
6,867

 
1,991

 
2006
 
(j)
200 Northpointe Drive
 
Orion Township, MI
 

 
723

 
2,063

 
36

 
734

 
2,088

 
2,822

 
882

 
2006
 
(j)
Houston
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3351 Rauch Street
 
Houston, TX
 

 
272

 
1,541

 
510

 
278

 
2,045

 
2,323

 
764

 
1997
 
(j)
3801-3851 Yale Street
 
Houston, TX
 
1,977

 
413

 
2,343

 
419

 
425

 
2,750

 
3,175

 
1,158

 
1997
 
(j)
3337-3347 Rauch Street
 
Houston, TX
 

 
227

 
1,287

 
454

 
233

 
1,735

 
1,968

 
669

 
1997
 
(j)
8505 N Loop East
 
Houston, TX
 
1,630

 
439

 
2,489

 
626

 
449

 
3,105

 
3,554

 
1,271

 
1997
 
(j)
4749-4799 Eastpark Drive
 
Houston, TX
 
2,409

 
594

 
3,368

 
1,290

 
611

 
4,641

 
5,252

 
1,898

 
1997
 
(j)
4851 Homestead Road
 
Houston, TX
 
3,139

 
491

 
2,782

 
1,549

 
504

 
4,318

 
4,822

 
1,684

 
1997
 
(j)
3365-3385 Rauch Street
 
Houston, TX
 
1,622

 
284

 
1,611

 
710

 
290

 
2,315

 
2,605

 
1,022

 
1997
 
(j)
5050 Campbell Road
 
Houston, TX
 
1,871

 
461

 
2,610

 
1,009

 
470

 
3,610

 
4,080

 
1,316

 
1997
 
(j)
4300 Pine Timbers
 
Houston, TX
 
2,712

 
489

 
2,769

 
756

 
499

 
3,515

 
4,014

 
1,476

 
1997
 
(j)
2500-2530 Fairway Park Drive
 
Houston, TX
 
3,287

 
766

 
4,342

 
2,059

 
792

 
6,375

 
7,167

 
2,419

 
1997
 
(j)
6550 Longpointe
 
Houston, TX
 
1,567

 
362

 
2,050

 
1,004

 
370

 
3,046

 
3,416

 
1,092

 
1997
 
(j)
1815 Turning Basin Drive
 
Houston, TX
 
1,992

 
487

 
2,761

 
1,095

 
531

 
3,812

 
4,343

 
1,443

 
1997
 
(j)
1819 Turning Basin Drive
 
Houston, TX
 

 
231

 
1,308

 
591

 
251

 
1,879

 
2,130

 
753

 
1997
 
(j)

S-9

Table of Contents

1805 Turning Basin Drive
 
Houston, TX
 
2,559

 
564

 
3,197

 
1,820

 
616

 
4,965

 
5,581

 
1,708

 
1997
 
(j)
9835A Genard Road
 
Houston, TX
 

 
1,505

 
8,333

 
3,257

 
1,581

 
11,514

 
13,095

 
3,962

 
1999
 
(j)
9835B Genard Road
 
Houston, TX
 

 
245

 
1,357

 
663

 
256

 
2,009

 
2,265

 
690

 
1999
 
(j)
11505 State Highway 225
 
LaPorte City, TX
 

 
940

 
4,675

 
606

 
940

 
5,281

 
6,221

 
1,847

 
2005
 
(j)
1500 E. Main Street
 
Houston, TX
 

 
201

 
1,328

 
(26
)
 
204

 
1,299

 
1,503

 
858

 
2005
 
(j)
7230-7238 Wynnwood
 
Houston, TX
 

 
254

 
764

 
173

 
259

 
932

 
1,191

 
349

 
2007
 
(j)
7240-7248 Wynnwood
 
Houston, TX
 

 
271

 
726

 
35

 
276

 
756

 
1,032

 
342

 
2007
 
(j)


S-10

Table of Contents

SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2014
 
 
 
 
 
 
 
(b)
Initial Cost
 
(c)
Costs
Capitalized
Subsequent to
Acquisition or
Completion
and Valuation
Provision
 
Gross Amount Carried
At Close of Period 12/31/14
 
 
 
Year
Acquired/
Constructed
 
Depreciable
Lives
(Years)
Building Address
 
Location
(City/State)
 
(a)
Encumbrances
 
Land
 
Buildings and
Improvements
 
 
Land
 
Buildings and
Improvements
 
Total
 
Accumulated
Depreciation
12/31/2014
 
 
 
 
 
(In thousands)
 
 
 
 
7250-7260 Wynnwood
 
Houston, TX
 

 
200

 
481

 
141

 
203

 
619

 
822

 
227

 
2007
 
(j)
6400 Long Point
 
Houston, TX
 

 
188

 
898

 
(47
)
 
188

 
851

 
1,039

 
291

 
2007
 
(j)
12705 S. Kirkwood, Ste 100-150
 
Stafford, TX
 

 
154

 
626

 
8

 
155

 
633

 
788

 
166

 
2007
 
(j)
12705 S. Kirkwood, Ste 200-220
 
Stafford, TX
 

 
404

 
1,698

 
275

 
393

 
1,984

 
2,377

 
747

 
2007
 
(j)
8850 Jameel
 
Houston, TX
 

 
171

 
826

 
4

 
171

 
830

 
1,001

 
305

 
2007
 
(j)
8800 Jameel
 
Houston, TX
 

 
163

 
798

 
(100
)
 
124

 
737

 
861

 
264

 
2007
 
(j)
8700 Jameel
 
Houston, TX
 

 
170

 
1,020

 
(178
)
 
120

 
892

 
1,012

 
236

 
2007
 
(j)
8600 Jameel
 
Houston, TX
 

 
163

 
818

 
41

 
163

 
859

 
1,022

 
313

 
2007
 
(j)
7967 Blankenship
 
Houston, TX
 

 
307

 
1,166

 
337

 
307

 
1,503

 
1,810

 
363

 
2010
 
(j)
8800 City Park Loop East
 
Houston, TX
 
23,226

 
3,717

 
19,237

 
(659
)
 
3,717

 
18,578

 
22,295

 
2,726

 
2011
 
(j)
4800 West Greens Road
 
Houston, TX
 

 
3,350

 

 
12,057

 
3,318

 
12,089

 
15,407

 
75

 
2014
 
(j)
Indianapolis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2900 N Shadeland Avenue
 
Indianapolis, IN
 

 
2,057

 
13,565

 
3,828

 
2,057

 
17,393

 
19,450

 
7,484

 
1996
 
(j)
1445 Brookville Way
 
Indianapolis, IN
 

 
459

 
2,603

 
1,063

 
476

 
3,649

 
4,125

 
1,548

 
1996
 
(j)
1440 Brookville Way
 
Indianapolis, IN
 
3,661

 
665

 
3,770

 
985

 
685

 
4,735

 
5,420

 
2,049

 
1996
 
(j)
1240 Brookville Way
 
Indianapolis, IN
 

 
247

 
1,402

 
324

 
258

 
1,715

 
1,973

 
776

 
1996
 
(j)
1345 Brookville Way
 
Indianapolis, IN
 

 
586

 
3,321

 
1,160

 
601

 
4,466

 
5,067

 
1,872

 
1996
 
(j)
1350 Brookville Way
 
Indianapolis, IN
 

 
205

 
1,161

 
249

 
204

 
1,411

 
1,615

 
639

 
1996
 
(j)
1341 Sadlier Circle South
 
Indianapolis, IN
 

 
131

 
743

 
205

 
136

 
943

 
1,079

 
414

 
1996
 
(j)
1322-1438 Sadlier Circle East
 
Indianapolis, IN
 

 
145

 
822

 
296

 
152

 
1,111

 
1,263

 
491

 
1996
 
(j)
1327-1441 Sadlier Circle West
 
Indianapolis, IN
 

 
218

 
1,234

 
607

 
225

 
1,834

 
2,059

 
740

 
1996
 
(j)
1402-1430 Sadlier Circle West
 
Indianapolis, IN
 

 
165

 
934

 
398

 
171

 
1,326

 
1,497

 
581

 
1996
 
(j)
1504 Sadlier Circle South
 
Indianapolis, IN
 

 
219

 
1,238

 
(104
)
 
115

 
1,238

 
1,353

 
746

 
1996
 
(j)
1365-1367 Sadlier Way Circle East
 
Indianapolis, IN
 

 
121

 
688

 
181

 
91

 
899

 
990

 
393

 
1996
 
(j)
1352-1354 Sadlier Circle West
 
Indianapolis, IN
 

 
178

 
1,008

 
186

 
166

 
1,206

 
1,372

 
541

 
1996
 
(j)
1335 Sadlier Circle East
 
Indianapolis, IN
 

 
81

 
460

 
202

 
85

 
658

 
743

 
287

 
1996
 
(j)
1425 Sadlier Circle West
 
Indianapolis, IN
 

 
21

 
117

 
41

 
23

 
156

 
179

 
67

 
1996
 
(j)
6951 East 30th Street
 
Indianapolis, IN
 

 
256

 
1,449

 
227

 
265

 
1,667

 
1,932

 
754

 
1996
 
(j)
6701 East 30th Street
 
Indianapolis, IN
 

 
78

 
443

 
98

 
82

 
537

 
619

 
247

 
1996
 
(j)
6737 East 30th Street
 
Indianapolis, IN
 
1,722

 
385

 
2,181

 
222

 
398

 
2,390

 
2,788

 
1,098

 
1996
 
(j)
6555 East 30th Street
 
Indianapolis, IN
 

 
484

 
4,760

 
2,065

 
484

 
6,825

 
7,309

 
2,870

 
1996
 
(j)
7901 West 21st Street
 
Indianapolis, IN
 
4,946

 
1,048

 
6,027

 
246

 
1,048

 
6,273

 
7,321

 
2,725

 
1997
 
(j)
1225 Brookville Way
 
Indianapolis, IN
 

 
60

 

 
417

 
68

 
409

 
477

 
172

 
1997
 
(j)

S-11

Table of Contents

6751 E 30th Street
 
Indianapolis, IN
 
2,420

 
728

 
2,837

 
354

 
741

 
3,178

 
3,919

 
1,301

 
1997
 
(j)
6575 East 30th Street
 
Indianapolis, IN
 
1,814

 
118

 

 
2,068

 
128

 
2,058

 
2,186

 
880

 
1998
 
(j)
6585 East 30th Street
 
Indianapolis, IN
 
2,814

 
196

 

 
3,195

 
196

 
3,195

 
3,391

 
1,278

 
1998
 
(j)
5705-97 Park Plaza Court
 
Indianapolis, IN
 
2,464

 
600

 
2,194

 
853

 
609

 
3,038

 
3,647

 
1,070

 
2003
 
(j)
9319-9341 Castlegate Drive
 
Indianapolis, IN
 

 
530

 
1,235

 
688

 
544

 
1,909

 
2,453

 
652

 
2003
 
(j)
1133 Northwest L Street
 
Richmond, IN
 

 
201

 
1,358

 
(188
)
 
208

 
1,163

 
1,371

 
636

 
2006
 
(j)
14425 Bergen Blvd
 
Noblesville, IN
 

 
647

 

 
3,484

 
743

 
3,388

 
4,131

 
615

 
2007
 
(j)
Miami
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4700 NW 15th Avenue
 
Ft. Lauderdale, FL
 

 
908

 
1,883

 
269

 
912

 
2,148

 
3,060

 
777

 
2007
 
(j)
4710 NW 15th Avenue
 
Ft. Lauderdale, FL
 

 
830

 
2,722

 
346

 
834

 
3,064

 
3,898

 
856

 
2007
 
(j)
4720 NW 15th Avenue
 
Ft. Lauderdale, FL
 

 
937

 
2,455

 
404

 
942

 
2,854

 
3,796

 
828

 
2007
 
(j)
4740 NW 15th Avenue
 
Ft. Lauderdale, FL
 

 
1,107

 
3,111

 
320

 
1,112

 
3,426

 
4,538

 
944

 
2007
 
(j)
4750 NW 15th Avenue
 
Ft. Lauderdale, FL
 

 
947

 
3,079

 
406

 
951

 
3,481

 
4,432

 
785

 
2007
 
(j)
4800 NW 15th Avenue
 
Ft. Lauderdale, FL
 

 
1,092

 
3,308

 
514

 
1,097

 
3,817

 
4,914

 
1,050

 
2007
 
(j)
6891 NW 74th Street
 
Medley, FL
 

 
857

 
3,428

 
3,988

 
864

 
7,409

 
8,273

 
1,687

 
2007
 
(j)
12601 &12605 NW 115th Avenue
 
Medley, FL
 

 
2,316

 

 
440

 
762

 
1,994

 
2,756

 
270

 
2008
 
(j)
Milwaukee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
N25 W23255 Paul Road
 
Pewaukee, WI
 

 
569

 
3,270

 
1,836

 
450

 
5,225

 
5,675

 
1,880

 
1994
 
(j)
5355 South Westridge Drive
 
New Berlin, WI
 
5,089

 
1,630

 
7,058

 
(108
)
 
1,646

 
6,934

 
8,580

 
1,643

 
2004
 
(j)
320-334 W. Vogel Avenue
 
Milwaukee, WI
 
2,692

 
506

 
3,199

 
(100
)
 
508

 
3,097

 
3,605

 
1,481

 
2005
 
(j)
4950 South 6th Avenue
 
Milwaukee, WI
 
1,444

 
299

 
1,565

 
273

 
301

 
1,836

 
2,137

 
1,026

 
2005
 
(j)
17005 W. Ryerson Road
 
New Berlin, WI
 
2,915

 
403

 
3,647

 
251

 
405

 
3,896

 
4,301

 
1,549

 
2005
 
(j)
W140 N9059 Lilly Road
 
Menomonee Falls, WI
 

 
343

 
1,153

 
117

 
366

 
1,247

 
1,613

 
420

 
2005
 
(j)
200 W. Vogel Avenue-Bldg B
 
Milwaukee, WI
 
1,641

 
301

 
2,150

 
(22
)
 
302

 
2,127

 
2,429

 
1,021

 
2005
 
(j)
4921 S. 2nd Street
 
Milwaukee, WI
 

 
101

 
713

 
(196
)
 
58

 
560

 
618

 
278

 
2005
 
(j)
1500 Peebles Drive
 
Richland Center, WI
 

 
1,577

 
1,018

 
(278
)
 
1,528

 
789

 
2,317

 
697

 
2005
 
(j)
16600 West Glendale Avenue
 
New Berlin, WI
 
2,317

 
704

 
1,923

 
933

 
715

 
2,845

 
3,560

 
1,494

 
2006
 
(j)
2485 Commerce Drive
 
New Berlin, WI
 
1,386

 
483

 
1,516

 
131

 
491

 
1,639

 
2,130

 
743

 
2007
 
(j)
14518 Whittaker Way
 
Menomonee Falls, WI
 

 
437

 
1,082

 
382

 
445

 
1,456

 
1,901

 
538

 
2007
 
(j)
N58W15380 Shawn Circle
 
Menomonee Falls, WI
 

 
1,188

 

 
16,931

 
1,204

 
16,915

 
18,119

 
3,014

 
2008
 
(j)
Minneapolis/St. Paul
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6201 West 111th Street
 
Bloomington, MN
 
3,293

 
1,358

 
8,622

 
13,466

 
1,519

 
21,927

 
23,446

 
11,065

 
1994
 
(j)
7251-7267 Washington Avenue
 
Edina, MN
 

 
129

 
382

 
871

 
182

 
1,200

 
1,382

 
842

 
1994
 
(j)
7301-7325 Washington Avenue
 
Edina, MN
 

 
174

 
391

 
70

 
193

 
442

 
635

 
113

 
1994
 
(j)
7101 Winnetka Avenue South
 
Brooklyn Park, MN
 
5,629

 
2,195

 
6,084

 
3,996

 
2,228

 
10,047

 
12,275

 
7,107

 
1994
 
(j)
9901 West 74th Street
 
Eden Prairie, MN
 
3,303

 
621

 
3,289

 
3,291

 
639

 
6,562

 
7,201

 
5,599

 
1994
 
(j)
1030 Lone Oak Road
 
Eagan, MN
 
2,553

 
456

 
2,703

 
764

 
456

 
3,467

 
3,923

 
1,588

 
1994
 
(j)
1060 Lone Oak Road
 
Eagan, MN
 
3,216

 
624

 
3,700

 
616

 
624

 
4,316

 
4,940

 
2,115

 
1994
 
(j)
5400 Nathan Lane
 
Plymouth, MN
 
2,826

 
749

 
4,461

 
951

 
757

 
5,404

 
6,161

 
2,660

 
1994
 
(j)
6655 Wedgwood Road
 
Maple Grove, MN
 

 
1,466

 
8,342

 
4,267

 
1,466

 
12,609

 
14,075

 
5,446

 
1994
 
(j)
10120 W 76th Street
 
Eden Prairie, MN
 

 
315

 
1,804

 
1,884

 
315

 
3,688

 
4,003

 
1,978

 
1995
 
(j)
12155 Nicollet Avenue
 
Burnsville, MN
 

 
286

 

 
1,809

 
288

 
1,807

 
2,095

 
829

 
1995
 
(j)
4100 Peavey Road
 
Chaska, MN
 

 
277

 
2,261

 
779

 
277

 
3,040

 
3,317

 
1,332

 
1996
 
(j)

S-12

Table of Contents

5205 Highway 169
 
Plymouth, MN
 

 
446

 
2,525

 
891

 
578

 
3,284

 
3,862

 
1,526

 
1996
 
(j)
7100-7198 Shady Oak Road
 
Eden Prairie, MN
 
4,569

 
715

 
4,054

 
2,252

 
736

 
6,285

 
7,021

 
2,484

 
1996
 
(j)
7500-7546 Washington Avenue
 
Eden Prairie, MN
 

 
229

 
1,300

 
881

 
235

 
2,175

 
2,410

 
928

 
1996
 
(j)
7550-7586 Washington Avenue
 
Eden Prairie, MN
 

 
153

 
867

 
290

 
157

 
1,153

 
1,310

 
511

 
1996
 
(j)
5240-5300 Valley Industrial Blvd
 
Shakopee, MN
 
2,450

 
362

 
2,049

 
1,215

 
371

 
3,255

 
3,626

 
1,215

 
1996
 
(j)
500-530 Kasota Avenue SE
 
Minneapolis, MN
 

 
415

 
2,354

 
1,276

 
434

 
3,611

 
4,045

 
1,467

 
1998
 
(j)
2530-2570 Kasota Avenue
 
St. Paul, MN
 

 
407

 
2,308

 
964

 
441

 
3,238

 
3,679

 
1,315

 
1998
 
(j)
5775 12th Avenue
 
Shakopee, MN
 
3,965

 
590

 

 
5,279

 
590

 
5,279

 
5,869

 
2,103

 
1998
 
(j)
1157 Valley Park Drive
 
Shakopee, MN
 
3,969

 
760

 

 
6,803

 
888

 
6,675

 
7,563

 
2,579

 
1999
 
(j)
9600 West 76th Street
 
Eden Prairie, MN
 
2,325

 
1,000

 
2,450

 
483

 
1,034

 
2,899

 
3,933

 
968

 
2004
 
(j)
9700 West 76th Street
 
Eden Prairie, MN
 
3,151

 
1,000

 
2,709

 
1,007

 
1,038

 
3,678

 
4,716

 
1,284

 
2004
 
(j)
7600 69th Avenue
 
Greenfield, MN
 

 
1,500

 
8,328

 
1,391

 
1,510

 
9,709

 
11,219

 
3,571

 
2004
 
(j)
5017 Boone Avenue North
 
New Hope, MN
 

 
1,000

 
1,599

 
(6
)
 
1,009

 
1,584

 
2,593

 
813

 
2005
 
(j)
2300 West Highway 13
 
Burnsville, MN
 

 
2,517

 
6,069

 
(1,651
)
 
1,296

 
5,639

 
6,935

 
3,449

 
2005
 
(j)
1087 Park Place
 
Shakopee, MN
 
4,218

 
1,195

 
4,891

 
(409
)
 
1,198

 
4,479

 
5,677

 
1,091

 
2005
 
(j)
5391 12th Avenue SE
 
Shakopee, MN
 
4,381

 
1,392

 
8,149

 
(495
)
 
1,395

 
7,651

 
9,046

 
1,915

 
2005
 
(j)
4701 Valley Industrial Blvd S
 
Shakopee, MN
 
5,483

 
1,296

 
7,157

 
(337
)
 
1,299

 
6,817

 
8,116

 
2,477

 
2005
 
(j)
6455 City West Parkway
 
Eden Prairie, MN
 

 
659

 
3,189

 
949

 
665

 
4,132

 
4,797

 
974

 
2006
 
(j)
7035 Winnetka Avenue North
 
Brooklyn Park, MN
 
4,076

 
1,275

 

 
6,492

 
1,343

 
6,424

 
7,767

 
1,245

 
2007
 
(j)
139 Eva Street
 
St. Paul, MN
 

 
2,132

 
3,105

 
(286
)
 
2,175

 
2,776

 
4,951

 
560

 
2008
 
(j)
21900 Dodd Boulevard
 
Lakeville, MN
 
9,031

 
2,289

 
7,952

 

 
2,289

 
7,952

 
10,241

 
1,692

 
2010
 
(j)
375 Rivertown Drive
 
Woodbury, MN
 
7,058

 
2,635

 
8,157

 
48

 
2,635

 
8,205

 
10,840

 
407

 
2014
 
(j)
935 Aldrin Drive
 
Eagan, MN
 

 
2,096

 
7,884

 
1

 
2,096

 
7,885

 
9,981

 
65

 
2014
 
(j)
7050 Winnetka Avenue North
 
Brooklyn Park, MN
 

 
1,623

 

 
7,792

 
1,632

 
7,783

 
9,415

 

 
2014
 
(j)
7051 West Broadway
 
Brooklyn Park, MN
 

 
1,275

 

 
5,246

 
1,277

 
5,244

 
6,521

 

 
2014
 
(j)
Nashville
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1621 Heil Quaker Boulevard
 
Nashville, TN
 
1,945

 
413

 
2,383

 
984

 
430

 
3,350

 
3,780

 
1,594

 
1995
 
(j)
3099 Barry Drive
 
Portland, TN
 

 
418

 
2,368

 
(683
)
 
248

 
1,855

 
2,103

 
1,022

 
1996
 
(j)
1931 Air Lane Drive
 
Nashville, TN
 
2,344

 
489

 
2,785

 
327

 
493

 
3,108

 
3,601

 
1,326

 
1997
 
(j)
4640 Cummings Park
 
Nashville, TN
 
2,053

 
360

 
2,040

 
638

 
365

 
2,673

 
3,038

 
957

 
1999
 
(j)
1740 River Hills Drive
 
Nashville, TN
 
2,759

 
848

 
4,383

 
607

 
888

 
4,950

 
5,838

 
1,933

 
2005
 
(j)
211 Ellery Court
 
Nashville, TN
 
2,727

 
606

 
3,192

 
349

 
616

 
3,531

 
4,147

 
1,098

 
2007
 
(j)
130 Maddox Road
 
Gallatin, TN
 
15,636

 
1,778

 

 
23,548

 
1,778

 
23,548

 
25,326

 
3,490

 
2008
 
(j)
Northern New Jersey
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14 World's Fair Drive
 
Franklin, NJ
 

 
483

 
2,735

 
717

 
503

 
3,432

 
3,935

 
1,490

 
1997
 
(j)
12 World's Fair Drive
 
Franklin, NJ
 

 
572

 
3,240

 
1,071

 
593

 
4,290

 
4,883

 
1,887

 
1997
 
(j)
22 World's Fair Drive
 
Franklin, NJ
 

 
364

 
2,064

 
533

 
375

 
2,586

 
2,961

 
1,029

 
1997
 
(j)
26 World's Fair Drive
 
Franklin, NJ
 

 
361

 
2,048

 
523

 
377

 
2,555

 
2,932

 
1,052

 
1997
 
(j)
24 World's Fair Drive
 
Franklin, NJ
 

 
347

 
1,968

 
490

 
362

 
2,443

 
2,805

 
1,040

 
1997
 
(j)
20 World's Fair Drive Lot 13
 
Sumerset, NJ
 

 
9

 

 
2,576

 
691

 
1,894

 
2,585

 
657

 
1999
 
(j)
45 Route 46
 
Pine Brook, NJ
 

 
969

 
5,491

 
913

 
978

 
6,395

 
7,373

 
2,256

 
2000
 
(j)
43 Route 46
 
Pine Brook, NJ
 

 
474

 
2,686

 
551

 
479

 
3,232

 
3,711

 
1,223

 
2000
 
(j)
39 Route 46
 
Pine Brook, NJ
 

 
260

 
1,471

 
197

 
262

 
1,666

 
1,928

 
583

 
2000
 
(j)

S-13

Table of Contents

26 Chapin Road
 
Pine Brook, NJ
 

 
956

 
5,415

 
672

 
965

 
6,078

 
7,043

 
2,177

 
2000
 
(j)
30 Chapin Road
 
Pine Brook, NJ
 

 
960

 
5,440

 
499

 
969

 
5,930

 
6,899

 
2,080

 
2000
 
(j)
20 Hook Mountain Road
 
Pine Brook, NJ
 

 
1,507

 
8,542

 
2,809

 
1,534

 
11,324

 
12,858

 
4,700

 
2000
 
(j)
30 Hook Mountain Road
 
Pine Brook, NJ
 

 
389

 
2,206

 
539

 
396

 
2,738

 
3,134

 
977

 
2000
 
(j)
16 Chapin Road
 
Pine Brook, NJ
 

 
885

 
5,015

 
516

 
901

 
5,515

 
6,416

 
1,924

 
2000
 
(j)
20 Chapin Road
 
Pine Brook, NJ
 

 
1,134

 
6,426

 
598

 
1,154

 
7,004

 
8,158

 
2,383

 
2000
 
(j)
2500 Main Street
 
Sayreville, NJ
 

 
944

 

 
4,558

 
944

 
4,558

 
5,502

 
1,319

 
2002
 
(j)
2400 Main Street
 
Sayreville, NJ
 

 
996

 

 
5,575

 
996

 
5,575

 
6,571

 
1,507

 
2003
 
(j)
309-313 Pierce Street
 
Somerset, NJ
 
3,283

 
1,300

 
4,628

 
1,020

 
1,309

 
5,639

 
6,948

 
1,968

 
2004
 
(j)
Philadelphia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
230-240 Welsh Pool Road
 
Exton, PA
 

 
154

 
851

 
355

 
170

 
1,190

 
1,360

 
438

 
1998
 
(j)
254 Welsh Pool Road
 
Exton, PA
 

 
75

 
418

 
206

 
91

 
608

 
699

 
255

 
1998
 
(j)
243-251 Welsh Pool Road
 
Exton, PA
 

 
144

 
796

 
441

 
159

 
1,222

 
1,381

 
446

 
1998
 
(j)
151-161 Philips Road
 
Exton, PA
 

 
191

 
1,059

 
345

 
229

 
1,366

 
1,595

 
553

 
1998
 
(j)
216 Philips Road
 
Exton, PA
 

 
199

 
1,100

 
498

 
220

 
1,577

 
1,797

 
689

 
1998
 
(j)
14 McFadden Road
 
Palmer, PA
 

 
600

 
1,349

 
(274
)
 
625

 
1,050

 
1,675

 
265

 
2004
 
(j)
2801 Red Lion Road
 
Philadelphia, PA
 

 
950

 
5,916

 
(51
)
 
964

 
5,851

 
6,815

 
2,214

 
2005
 
(j)
3240 S. 78th Street
 
Philadelphia, PA
 

 
515

 
1,245

 
(492
)
 
423

 
845

 
1,268

 
251

 
2005
 
(j)
200 Cascade Drive, Bldg. 1
 
Allentown, PA
 
16,944

 
2,133

 
17,562

 
366

 
2,769

 
17,292

 
20,061

 
4,972

 
2007
 
(j)
200 Cascade Drive, Bldg. 2
 
Allentown, PA
 
2,334

 
310

 
2,268

 
174

 
316

 
2,436

 
2,752

 
690

 
2007
 
(j)
6300 Bristol Pike
 
Levittown, PA
 

 
1,074

 
2,642

 
(194
)
 
964

 
2,558

 
3,522

 
1,523

 
2008
 
(j)
2455 Boulevard of Generals
 
Norristown, PA
 
3,235

 
1,200

 
4,800

 
846

 
1,226

 
5,620

 
6,846

 
1,894

 
2008
 
(j)
Phoenix
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1045 South Edward Drive
 
Tempe, AZ
 

 
390

 
2,160

 
370

 
396

 
2,524

 
2,920

 
877

 
1999
 
(j)
50 South 56th Street
 
Chandler, AZ
 
3,766

 
1,206

 
3,218

 
1,362

 
1,252

 
4,534

 
5,786

 
1,224

 
2004
 
(j)
4701 W. Jefferson
 
Phoenix, AZ
 
2,508

 
926

 
2,195

 
443

 
929

 
2,635

 
3,564

 
1,418

 
2005
 
(j)
7102 W. Roosevelt
 
Phoenix, AZ
 

 
1,613

 
6,451

 
344

 
1,620

 
6,788

 
8,408

 
2,207

 
2006
 
(j)
4137 West Adams Street
 
Phoenix, AZ
 

 
990

 
2,661

 
467

 
1,038

 
3,080

 
4,118

 
1,039

 
2006
 
(j)
245 W. Lodge
 
Tempe, AZ
 

 
898

 
3,066

 
(1,890
)
 
362

 
1,712

 
2,074

 
710

 
2007
 
(j)
1590 E Riverview Dr.
 
Phoenix, AZ
 
4,721

 
1,293

 
5,950

 
403

 
1,292

 
6,354

 
7,646

 
1,396

 
2008
 
(j)
14131 N. Rio Vista Blvd
 
Peoria, AZ
 

 
2,563

 
9,388

 
1,101

 
2,563

 
10,489

 
13,052

 
2,665

 
2008
 
(j)
8716 W. Ludlow Drive
 
Peoria, AZ
 

 
2,709

 
10,970

 
1,393

 
2,709

 
12,363

 
15,072

 
2,869

 
2008
 
(j)
3815 W. Washington Street
 
Phoenix, AZ
 
3,589

 
1,675

 
4,514

 
149

 
1,719

 
4,619

 
6,338

 
959

 
2008
 
(j)
9180 W. Buckeye Road
 
Tolleson, AZ
 
7,021

 
1,904

 
6,805

 
2,568

 
1,923

 
9,354

 
11,277

 
1,665

 
2008
 
(j)
8644 West Ludlow Drive
 
Peoria, AZ
 

 
1,726

 
7,216

 

 
1,726

 
7,216

 
8,942

 
43

 
2014
 
(j)
8606 West Ludlow Drive
 
Peoria, AZ
 

 
956

 
2,668

 

 
956

 
2,668

 
3,624

 
17

 
2014
 
(j)
8679 West Ludlow Drive
 
Peoria, AZ
 

 
672

 
2,791

 

 
672

 
2,791

 
3,463

 
17

 
2014
 
(j)
Salt Lake City
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1270 West 2320 South
 
West Valley, UT
 

 
138

 
784

 
144

 
143

 
923

 
1,066

 
362

 
1998
 
(j)
1275 West 2240 South
 
West Valley, UT
 

 
395

 
2,241

 
352

 
408

 
2,580

 
2,988

 
1,032

 
1998
 
(j)
1288 West 2240 South
 
West Valley, UT
 

 
119

 
672

 
136

 
123

 
804

 
927

 
319

 
1998
 
(j)
2235 South 1300 West
 
West Valley, UT
 

 
198

 
1,120

 
168

 
204

 
1,282

 
1,486

 
512

 
1998
 
(j)
1293 West 2200 South
 
West Valley, UT
 

 
158

 
896

 
282

 
163

 
1,173

 
1,336

 
471

 
1998
 
(j)

S-14

Table of Contents

1279 West 2200 South
 
West Valley, UT
 

 
198

 
1,120

 
369

 
204

 
1,483

 
1,687

 
715

 
1998
 
(j)
1272 West 2240 South
 
West Valley, UT
 

 
336

 
1,905

 
410

 
347

 
2,304

 
2,651

 
966

 
1998
 
(j)
1149 West 2240 South
 
West Valley, UT
 

 
217

 
1,232

 
325

 
225

 
1,549

 
1,774

 
620

 
1998
 
(j)
1142 West 2320 South
 
West Valley, UT
 

 
217

 
1,232

 
260

 
225

 
1,484

 
1,709

 
571

 
1998
 
(j)
1152 West 2240 South
 
West Valley, UT
 

 
1,652

 

 
2,323

 
669

 
3,306

 
3,975

 
1,190

 
2000
 
(j)
2323 South 900 W
 
Salt Lake City, UT
 

 
886

 
2,995

 
(3
)
 
898

 
2,980

 
3,878

 
1,388

 
2006
 
(j)
1815-1957 South 4650 West
 
Salt Lake City, UT
 
6,983

 
1,707

 
10,873

 
541

 
1,713

 
11,408

 
13,121

 
3,065

 
2006
 
(j)
2100 Alexander Street
 
West Valley, UT
 

 
376

 
1,670

 
319

 
376

 
1,989

 
2,365

 
518

 
2007
 
(j)
2064 Alexander Street
 
West Valley, UT
 

 
864

 
2,771

 
83

 
869

 
2,849

 
3,718

 
825

 
2007
 
(j)
Seattle
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1901 Raymond Ave SW
 
Renton, WA
 
1,101

 
4,458

 
2,659

 
400

 
4,594

 
2,923

 
7,517

 
624

 
2008
 
(j)
19014 64th Avenue South
 
Kent, WA
 
3,063

 
1,990

 
3,979

 
514

 
2,042

 
4,441

 
6,483

 
1,116

 
2008
 
(j)
18640 68th Avenue South
 
Kent, WA
 
440

 
1,218

 
1,950

 
307

 
1,258

 
2,217

 
3,475

 
551

 
2008
 
(j)
Southern California
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1944 Vista Bella Way
 
Rancho Dominguez, CA
 
3,620

 
1,746

 
3,148

 
465

 
1,822

 
3,537

 
5,359

 
1,298

 
2005
 
(j)
2000 Vista Bella Way
 
Rancho Dominguez, CA
 
1,314

 
817

 
1,673

 
292

 
853

 
1,929

 
2,782

 
737

 
2005
 
(j)
2835 East Ana Street
 
Rancho Dominguez, CA
 
3,105

 
1,682

 
2,750

 
339

 
1,772

 
2,999

 
4,771

 
963

 
2005
 
(j)
16275 Technology Drive
 
San Diego, CA
 

 
2,848

 
8,641

 
527

 
2,859

 
9,157

 
12,016

 
2,359

 
2005
 
(j)
665 N. Baldwin Park Blvd.
 
City of Industry, CA
 
4,226

 
2,124

 
5,219

 
1,601

 
2,143

 
6,801

 
8,944

 
2,477

 
2006
 
(j)
27801 Avenue Scott
 
Santa Clarita, CA
 
7,228

 
2,890

 
7,020

 
788

 
2,902

 
7,796

 
10,698

 
2,377

 
2006
 
(j)
2610 & 2660 Columbia Street
 
Torrance, CA
 
4,524

 
3,008

 
5,826

 
740

 
3,031

 
6,543

 
9,574

 
1,770

 
2006
 
(j)
433 Alaska Avenue
 
Torrance, CA
 

 
681

 
168

 
(5
)
 
684

 
160

 
844

 
85

 
2006
 
(j)
4020 S. Compton Avenue
 
Los Angeles, CA
 

 
3,800

 
7,330

 
(233
)
 
3,825

 
7,072

 
10,897

 
1,716

 
2006
 
(j)

S-15

Table of Contents

SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2014
 
 
 
 
 
 
 
(b)
Initial Cost
 
(c)
Costs
Capitalized
Subsequent to
Acquisition or
Completion
and Valuation
Provision
 
Gross Amount Carried
At Close of Period 12/31/14
 
 
 
Year
Acquired/
Constructed
 
Depreciable
Lives
(Years)
Building Address
 
Location
(City/State)
 
(a)
Encumbrances
 
Land
 
Buildings and
Improvements
 
 
Land
 
Buildings and
Improvements
 
Total
 
Accumulated
Depreciation
12/31/2014
 
 
 
 
 
(In thousands)
 
 
 
 
6305 El Camino Real
 
Carlsbad, CA
 

 
1,590

 
6,360

 
7,730

 
1,590

 
14,090

 
15,680

 
3,419

 
2006
 
(j)
2325 Camino Vida Roble
 
Carlsbad, CA
 
1,954

 
1,441

 
1,239

 
627

 
1,446

 
1,861

 
3,307

 
458

 
2006
 
(j)
2335 Camino Vida Roble
 
Carlsbad, CA
 
1,055

 
817

 
762

 
207

 
821

 
965

 
1,786

 
350

 
2006
 
(j)
2345 Camino Vida Roble
 
Carlsbad, CA
 
681

 
562

 
456

 
51

 
565

 
504

 
1,069

 
224

 
2006
 
(j)
2355 Camino Vida Roble
 
Carlsbad, CA
 
640

 
481

 
365

 
237

 
483

 
600

 
1,083

 
171

 
2006
 
(j)
2365 Camino Vida Roble
 
Carlsbad, CA
 
1,212

 
1,098

 
630

 
323

 
1,102

 
949

 
2,051

 
273

 
2006
 
(j)
2375 Camino Vida Roble
 
Carlsbad, CA
 
1,326

 
1,210

 
874

 
96

 
1,214

 
966

 
2,180

 
323

 
2006
 
(j)
6451 El Camino Real
 
Carlsbad, CA
 

 
2,885

 
1,931

 
623

 
2,895

 
2,544

 
5,439

 
802

 
2006
 
(j)
8572 Spectrum Lane
 
San Diego, CA
 
2,034

 
806

 
3,225

 
274

 
807

 
3,498

 
4,305

 
680

 
2007
 
(j)
13100 Gregg Street
 
Poway, CA
 

 
1,040

 
4,160

 
509

 
1,073

 
4,636

 
5,709

 
1,353

 
2007
 
(j)
21730-21748 Marilla Street
 
Chatsworth, CA
 
2,766

 
2,585

 
3,210

 
58

 
2,608

 
3,245

 
5,853

 
912

 
2007
 
(j)
8015 Paramount
 
Pico Rivera, CA
 

 
3,616

 
3,902

 
61

 
3,657

 
3,922

 
7,579

 
1,395

 
2007
 
(j)
3365 E. Slauson
 
Vernon, CA
 

 
2,367

 
3,243

 
40

 
2,396

 
3,254

 
5,650

 
1,219

 
2007
 
(j)
3015 East Ana
 
Rancho Dominguez, CA
 

 
19,678

 
9,321

 
6,305

 
20,144

 
15,160

 
35,304

 
3,470

 
2007
 
(j)
19067 Reyes Avenue
 
Rancho Dominguez, CA
 

 
9,281

 
3,920

 
102

 
9,381

 
3,922

 
13,303

 
1,557

 
2007
 
(j)
24870 Nandina Avenue
 
Moreno Valley, CA
 

 
13,543

 

 
20,885

 
6,482

 
27,946

 
34,428

 
1,627

 
2012
 
(j)
1250 Rancho Conejo Blvd.
 
Thousand Oaks, CA
 

 
1,435

 
779

 
42

 
1,441

 
815

 
2,256

 
331

 
2007
 
(j)
1260 Rancho Conejo Blvd.
 
Thousand Oaks, CA
 

 
1,353

 
722

 
(844
)
 
675

 
556

 
1,231

 
232

 
2007
 
(j)
1270 Rancho Conejo Blvd.
 
Thousand Oaks, CA
 

 
1,224

 
716

 
21

 
1,229

 
732

 
1,961

 
305

 
2007
 
(j)
1280 Rancho Conejo Blvd.
 
Thousand Oaks, CA
 
2,861

 
2,043

 
3,408

 
(114
)
 
2,051

 
3,286

 
5,337

 
682

 
2007
 
(j)
1290 Rancho Conejo Blvd.
 
Thousand Oaks, CA
 
2,416

 
1,754

 
2,949

 
(204
)
 
1,761

 
2,738

 
4,499

 
594

 
2007
 
(j)
100 West Sinclair Street
 
Riverside, CA
 

 
4,894

 
3,481

 
(5,233
)
 
1,819

 
1,323

 
3,142

 
540

 
2007
 
(j)
14050 Day Street
 
Moreno Valley, CA
 
3,313

 
2,538

 
2,538

 
291

 
2,565

 
2,801

 
5,366

 
779

 
2008
 
(j)
12925 Marlay Avenue
 
Fontana, CA
 
9,092

 
6,072

 
7,891

 
762

 
6,090

 
8,635

 
14,725

 
3,159

 
2008
 
(j)
18201-18291 Santa Fe
 
Rancho Dominguez, CA
 
9,708

 
6,720

 

 
9,004

 
6,897

 
8,827

 
15,724

 
1,636

 
2008
 
(j)
1011 Rancho Conejo
 
Thousand Oaks, CA
 
5,328

 
7,717

 
2,518

 
(155
)
 
7,752

 
2,327

 
10,079

 
1,000

 
2008
 
(j)
2300 Corporate Center Drive
 
Thousand Oaks, CA
 

 
6,506

 
4,885

 
(5,427
)
 
3,236

 
2,728

 
5,964

 
901

 
2008
 
(j)
20700 Denker Avenue
 
Rancho Dominguez, CA
 
5,280

 
5,767

 
2,538

 
1,282

 
5,964

 
3,624

 
9,588

 
1,433

 
2008
 
(j)
18408 Laurel Park Road
 
Rancho Dominguez, CA
 

 
2,850

 
2,850

 
722

 
2,874

 
3,548

 
6,422

 
879

 
2008
 
(j)
19021 S. Reyes Avenue
 
Rancho Dominguez, CA
 

 
8,183

 
7,501

 
761

 
8,545

 
7,900

 
16,445

 
1,675

 
2008
 
(j)
6185 Kimball Avenue
 
Chino, CA
 

 
6,385

 

 
12,343

 
6,382

 
12,346

 
18,728

 
796

 
2013
 
(j)
5555 Bandini Blvd.
 
Bell, CA
 

 
32,536

 

 
20,917

 
32,540

 
20,913

 
53,453

 
647

 
2013
 
(j)
16875 Heacock Street
 
Moreno Valley, CA
 

 

 
6,831

 
72

 

 
6,903

 
6,903

 
253

 
2014
 
(j)

S-16

Table of Contents

4710 Guasti Road
 
Ontario, CA
 

 
2,846

 
6,564

 

 
2,846

 
6,564

 
9,410

 
41

 
2014
 
(j)
17100 Perris Blvd
 
Moreno Valley, CA
 

 
6,388

 

 
22,595

 
6,395

 
22,588

 
28,983

 
356

 
2014
 
(j)
13414 S. Figueroa
 
Los Angeles, CA
 

 
1,701

 

 
6,577

 
1,887

 
6,391

 
8,278

 
88

 
2014
 
(j)
Southern New Jersey
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2060 Springdale Road
 
Cherry Hill, NJ
 

 
258

 
1,436

 
625

 
258

 
2,061

 
2,319

 
808

 
1998
 
(j)
111 Whittendale Drive
 
Morrestown, NJ
 

 
522

 
2,916

 
519

 
522

 
3,435

 
3,957

 
1,217

 
2000
 
(j)
7851 Airport Highway
 
Pennsauken, NJ
 

 
160

 
508

 
381

 
162

 
887

 
1,049

 
352

 
2003
 
(j)
103 Central Avenue
 
Mt. Laurel, NJ
 

 
610

 
1,847

 
1,471

 
619

 
3,309

 
3,928

 
1,085

 
2003
 
(j)
7890 Airport Hwy/7015 Central
 
Pennsauken, NJ
 

 
300

 
989

 
543

 
425

 
1,407

 
1,832

 
947

 
2006
 
(j)
600 Creek Road
 
Delanco, NJ
 

 
2,125

 
6,504

 
(3,821
)
 
1,557

 
3,251

 
4,808

 
746

 
2007
 
(j)
St. Louis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8921-8971 Frost Avenue
 
Hazelwood, MO
 

 
431

 
2,479

 
818

 
431

 
3,297

 
3,728

 
1,456

 
1994
 
(j)
9043-9083 Frost Avenue
 
Hazelwood, MO
 

 
319

 
1,838

 
2,338

 
319

 
4,176

 
4,495

 
1,480

 
1994
 
(j)
10431 Midwest Industrial Blvd
 
Olivette, MO
 
1,446

 
237

 
1,360

 
745

 
237

 
2,105

 
2,342

 
875

 
1994
 
(j)
10751 Midwest Industrial Boulevard
 
Olivette, MO
 

 
193

 
1,119

 
294

 
194

 
1,412

 
1,606

 
584

 
1994
 
(j)
6951 N Hanley
(d)
Hazelwood, MO
 

 
405

 
2,295

 
2,577

 
419

 
4,858

 
5,277

 
1,839

 
1996
 
(j)
1067-1083 Warson-Bldg A
 
St. Louis, MO
 
1,642

 
246

 
1,359

 
826

 
251

 
2,180

 
2,431

 
570

 
2002
 
(j)
1093-1107 Warson-Bldg B
 
St. Louis, MO
 
2,813

 
380

 
2,103

 
1,681

 
388

 
3,776

 
4,164

 
1,027

 
2002
 
(j)
1113-1129 Warson-Bldg C
 
St. Louis, MO
 
2,322

 
303

 
1,680

 
1,454

 
310

 
3,127

 
3,437

 
1,139

 
2002
 
(j)
1131-1151 Warson-Bldg D
 
St. Louis, MO
 
2,198

 
353

 
1,952

 
949

 
360

 
2,894

 
3,254

 
766

 
2002
 
(j)
6821-6857 Hazelwood Avenue
 
Berkeley, MO
 

 
985

 
6,205

 
908

 
985

 
7,113

 
8,098

 
2,090

 
2003
 
(j)
13701 Rider Trail North
 
Earth City, MO
 

 
800

 
2,099

 
710

 
804

 
2,805

 
3,609

 
1,025

 
2003
 
(j)
1908-2000 Innerbelt
(d)
Overland, MO
 
7,215

 
1,590

 
9,026

 
1,095

 
1,591

 
10,120

 
11,711

 
3,741

 
2004
 
(j)
9060 Latty Avenue
 
Berkeley, MO
 

 
687

 
1,947

 
(90
)
 
694

 
1,850

 
2,544

 
1,554

 
2006
 
(j)
21-25 Gateway Commerce Center
 
Edwardsville, IL
 

 
1,874

 
31,958

 
(331
)
 
1,902

 
31,599

 
33,501

 
7,272

 
2006
 
(j)
6647 Romiss Court
 
St. Louis, MO
 

 
230

 
681

 
(8
)
 
241

 
662

 
903

 
245

 
2008
 
(j)
Tampa
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5313 Johns Road
 
Tampa, FL
 

 
204

 
1,159

 
573

 
257

 
1,679

 
1,936

 
640

 
1997
 
(j)
5525 Johns Road
 
Tampa, FL
 

 
192

 
1,086

 
294

 
200

 
1,372

 
1,572

 
539

 
1997
 
(j)
5709 Johns Road
 
Tampa, FL
 

 
192

 
1,086

 
197

 
200

 
1,275

 
1,475

 
534

 
1997
 
(j)
5711 Johns Road
 
Tampa, FL
 

 
243

 
1,376

 
159

 
255

 
1,523

 
1,778

 
640

 
1997
 
(j)
5453 W Waters Avenue
 
Tampa, FL
 

 
71

 
402

 
163

 
82

 
554

 
636

 
236

 
1997
 
(j)
5455 W Waters Avenue
 
Tampa, FL
 

 
307

 
1,742

 
747

 
326

 
2,470

 
2,796

 
1,043

 
1997
 
(j)
5553 W Waters Avenue
 
Tampa, FL
 

 
307

 
1,742

 
417

 
326

 
2,140

 
2,466

 
885

 
1997
 
(j)
5501 W Waters Avenue
 
Tampa, FL
 

 
215

 
871

 
298

 
242

 
1,142

 
1,384

 
491

 
1997
 
(j)
5503 W Waters Avenue
 
Tampa, FL
 

 
98

 
402

 
328

 
110

 
718

 
828

 
374

 
1997
 
(j)
5555 W Waters Avenue
 
Tampa, FL
 

 
213

 
1,206

 
230

 
221

 
1,428

 
1,649

 
625

 
1997
 
(j)
5557 W Waters Avenue
 
Tampa, FL
 

 
59

 
335

 
59

 
62

 
391

 
453

 
160

 
1997
 
(j)
5463 W Waters Avenue
 
Tampa, FL
 

 
497

 
2,751

 
694

 
560

 
3,382

 
3,942

 
1,371

 
1998
 
(j)
5461 W Waters Avenue
 
Tampa, FL
 

 
261

 

 
1,355

 
265

 
1,351

 
1,616

 
541

 
1998
 
(j)
5481 W Waters Avenue
 
Tampa, FL
 

 
558

 

 
2,263

 
561

 
2,260

 
2,821

 
832

 
1999
 
(j)
4515-4519 George Road
 
Tampa, FL
 

 
633

 
3,587

 
854

 
640

 
4,434

 
5,074

 
1,526

 
2001
 
(j)
6089 Johns Road
 
Tampa, FL
 

 
180

 
987

 
2

 
186

 
983

 
1,169

 
320

 
2004
 
(j)

S-17

Table of Contents

6091 Johns Road
 
Tampa, FL
 

 
140

 
730

 
(32
)
 
144

 
694

 
838

 
219

 
2004
 
(j)
6103 Johns Road
 
Tampa, FL
 

 
220

 
1,160

 
16

 
226

 
1,170

 
1,396

 
387

 
2004
 
(j)
6201 Johns Road
 
Tampa, FL
 

 
200

 
1,107

 
3

 
205

 
1,105

 
1,310

 
415

 
2004
 
(j)
6203 Johns Road
 
Tampa, FL
 

 
300

 
1,460

 
(311
)
 
311

 
1,138

 
1,449

 
348

 
2004
 
(j)
6205 Johns Road
 
Tampa, FL
 

 
270

 
1,363

 
152

 
278

 
1,507

 
1,785

 
445

 
2004
 
(j)
6101 Johns Road
 
Tampa, FL
 

 
210

 
833

 
49

 
216

 
876

 
1,092

 
304

 
2004
 
(j)
4908 Tampa West Blvd
 
Tampa, FL
 

 
2,622

 
8,643

 
(820
)
 
2,635

 
7,810

 
10,445

 
2,722

 
2005
 
(j)
7201-7281 Bryan Dairy Road
(d)
Largo, FL
 

 
1,895

 
5,408

 
(1,552
)
 
1,365

 
4,386

 
5,751

 
1,129

 
2006
 
(j)
4900-4914 Creekside Drive
(h)
Clearwater, FL
 

 
3,702

 
7,338

 
(3,486
)
 
2,245

 
5,309

 
7,554

 
1,787

 
2006
 
(j)
12345 Starkey Road
 
Largo, FL
 

 
898

 
2,078

 
(629
)
 
599

 
1,748

 
2,347

 
651

 
2006
 
(j)
Other
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5050 Kendrick Court
 
Grand Rapids, MI
 

 
1,721

 
11,433

 
(2,272
)
 
988

 
9,894

 
10,882

 
7,264

 
1994
 
(j)
2250 Delaware Avenue
 
Des Moines, IA
 

 
277

 
1,609

 
(133
)
 
173

 
1,580

 
1,753

 
743

 
1998
 
(j)
9601A Dessau Road
 
Austin, TX
 
1,187

 
255

 

 
1,893

 
366

 
1,782

 
2,148

 
711

 
1999
 
(j)
9601C Dessau Road
 
Austin, TX
 
1,418

 
248

 

 
2,319

 
355

 
2,212

 
2,567

 
1,089

 
1999
 
(j)
9601B Dessau Road
 
Austin, TX
 
1,177

 
248

 

 
1,883

 
355

 
1,776

 
2,131

 
652

 
2000
 
(j)
6266 Hurt Road
 
Horn Lake, MS
 

 
427

 

 
3,712

 
387

 
3,752

 
4,139

 
836

 
2004
 
(j)
6301 Hazeltine National Drive
 
Orlando, FL
 

 
909

 
4,613

 
57

 
920

 
4,659

 
5,579

 
1,718

 
2005
 
(j)
12626 Silicon Drive
 
San Antonio, TX
 

 
768

 
3,448

 
(449
)
 
779

 
2,988

 
3,767

 
934

 
2005
 
(j)
3100 Pinson Valley Parkway
 
Birmingham, AL
 

 
303

 
742

 
(280
)
 
225

 
540

 
765

 
212

 
2005
 
(j)
3730 Wheeler Avenue
 
Fort Smith, AR
 

 
720

 
2,800

 
(589
)
 
583

 
2,348

 
2,931

 
827

 
2006
 
(j)
3200 Pond Station
 
Jefferson County, KY
 

 
2,074

 

 
9,896

 
2,120

 
9,850

 
11,970

 
2,052

 
2007
 
(j)
581 Welltown Road/Tyson Blvd
 
Winchester, VA
 

 
2,320

 

 
10,945

 
2,401

 
10,864

 
13,265

 
2,054

 
2007
 
(j)

S-18

Table of Contents

SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2014
 
 
 
 
 
 
 
(b)
Initial Cost
 
(c)
Costs
Capitalized
Subsequent to
Acquisition or
Completion
and Valuation
Provision
 
Gross Amount Carried
At Close of Period 12/31/14
 
 
 
Year
Acquired/
Constructed
 
Depreciable
Lives
(Years)
Building Address
 
Location
(City/
State)
 
(a)
Encumbrances
 
Land
 
Buildings and
Improvements
 
 
Land
 
Buildings and
Improvements
 
Total
 
Accumulated
Depreciation
12/31/2014
 
 
 
 
 
(In thousands)
 
 
 
 
7501 NW 106th Terrace
 
Kansas City, MO
 
10,997

 
4,152

 

 
13,659

  
4,228

  
13,583

  
17,811

 
2,108

 
2008
 
(j)
600 Greene Drive
 
Greenville, KY
 

 
294

 
8,570

 
(727
)
  
296

  
7,841

  
8,137

 
4,094

 
2008
 
(j)
Land Parcels
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
Land Parcels
(i)
 
 

 
159,831

 

 
5,930

 
150,135

  
15,626

  
165,761

 
2,184

 
 
 
 
Total
 
 
 
$
599,985

 
$
743,319

 
$
1,635,277

 
$
779,479

  
$
718,188

 
$
2,439,887

 
$
3,158,075

 
$
786,978

 
 
 
 


S-19

Table of Contents

FIRST INDUSTRIAL REALTY TRUST, INC.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2014
NOTES:
(a)
See description of encumbrances in Note 5 of the Notes to Consolidated Financial Statements. For purposes of this schedule. the total principal balance of a mortgage loan payable that is collateralized by a pool of properties is allocated among the properties in the pool based on each property's carrying balance.
(b)
Initial cost for each respective property is tangible purchase price allocated in accordance with FASB’s guidance on business combinations.
(c)
Improvements are net of the write-off of fully depreciated assets and impairment of real estate.
(d)
Comprised of two properties.
(e)
Comprised of three properties.
(f)
Comprised of four properties.
(g)
Comprised of five properties.
(h)
Comprised of eight properties.
(i)
These properties represent developable land and land parcels for which we receive ground lease income.
(j) Depreciation is computed based upon the following estimated lives:
 
 
Buildings and Improvements
7 to 50 years
Land Improvements
3 to 20 years
Tenant Improvements
Shorter of Lease Term or Useful Life
 
At December 31, 2014, the aggregate cost of land and buildings and equipment for federal income tax purpose was approximately $3.2 billion (excluding construction in progress).

The changes in investment in real estate, including investment in real estate held for sale, for the three years ended December 31, are as follows: 
 
2014
 
2013
 
2012
 
(In thousands)
Balance, Beginning of Year
$
3,119,547

 
$
3,130,942

 
$
3,115,050

Acquisition of Real Estate Assets
84,526

 
69,481

 
65,770

Construction Costs and Improvements
104,782

 
100,207

 
74,116

Disposition of Real Estate Assets
(98,378
)
 
(142,369
)
 
(94,093
)
Impairment of Real Estate

 
(2,652
)
 
(1,246
)
Write-off of Fully Depreciated Assets
(27,108
)
 
(36,062
)
 
(28,655
)
Balance, End of Year
$
3,183,369

 
$
3,119,547

 
$
3,130,942


S-20

Table of Contents

The changes in accumulated depreciation, including accumulated depreciation for real estate held for sale, for the three years ended December 31, are as follows: 
 
2014
 
2013
 
2012
 
(In thousands)
Balance, Beginning of Year
$
748,044

 
$
735,593

 
$
695,931

Depreciation for Year
93,457

 
94,271

 
100,074

Disposition of Real Estate Assets
(27,415
)
 
(45,758
)
 
(31,757
)
Write-off of Fully Depreciated Assets
(27,108
)
 
(36,062
)
 
(28,655
)
Balance, End of Year
$
786,978

 
$
748,044

 
$
735,593



S-21

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
FIRST INDUSTRIAL REALTY TRUST, INC.
 
By:
/S/    BRUCE W. DUNCAN
 
 
Bruce W. Duncan
President, Chief Executive Officer and Director (Principal Executive Officer)
Date: February 24, 2015
 
 
By:
/S/    SCOTT A. MUSIL
 
 
Scott A. Musil
Chief Financial and Accounting Officer
(Principal Financial and Accounting Officer)
Date: February 24, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/S/    W. EDWIN TYLER
 
Chairman of the Board of Directors
 
February 24, 2015
W. Edwin Tyler
 
 
 
 
 
 
 
 
 
/S/    BRUCE W. DUNCAN
 
President, Chief Executive Officer and Director
 
February 24, 2015
Bruce W. Duncan
 
 
 
 
 
 
 
 
 
/S/    MATTHEW DOMINSKI
 
Director
 
February 24, 2015
Matthew Dominski
 
 
 
 
 
 
 
 
 
/S/    H. PATRICK HACKETT, JR.
 
Director
 
February 24, 2015
H. Patrick Hackett, Jr.
 
 
 
 
 
 
 
 
 
/S/    JOHN E. RAU
 
Director
 
February 24, 2015
John E. Rau
 
 
 
 
 
 
 
 
 
/S/    L. PETER SHARPE
 
Director
 
February 24, 2015
L. Peter Sharpe
 
 
 
 

S-22
FR-2014.12.31-EX21.1


EXHIBIT 21.1
FIRST INDUSTRIAL REALTY TRUST, INC.
SUBSIDIARIES OF THE REGISTRANT
Name
 
State
of Incorporation
Formation
 
Registered Names in Foreign Jurisdictions
First Industrial, L.P.
 
Delaware
 
First Industrial (Michigan), Limited Partnership
 
 
 
 
 
 
 
 
 
First Industrial (Minnesota), Limited Partnership
 
 
 
 
 
 
 
 
 
First Industrial (Tennessee), L.P.
 
 
 
 
 
 
 
 
 
First Industrial Limited Partnership
 
 
 
 
 
First Industrial Financing Partnership, L.P.
 
Delaware
 
First Industrial Financing Partnership, Limited Partnership
First Industrial Pennsylvania, L.P.
 
Delaware
 
N/A
First Industrial Harrisburg, L.P.
 
Delaware
 
N/A
First Industrial Securities, L.P.
 
Delaware
 
First Industrial Securities, Limited Partnership
First Industrial Mortgage Partnership, L.P.
 
Delaware
 
N/A
First Industrial Indianapolis, L.P.
 
Delaware
 
N/A
FI Development Services, L.P.
 
Delaware
 
N/A
First Industrial Investment II, LLC
 
Delaware
 
N/A
First Industrial Texas, L.P.
 
Delaware
 
N/A
FR Investment Properties, LLC
 
Delaware
 
N/A
FR JH 10, LLC
 
Delaware
 
N/A
FR Massachusetts 7, LLC
 
Delaware
 
N/A
FR E2 Property Holding, LP
 
Delaware
 
N/A
FR JH 12, LLC
 
Delaware
 
N/A
FR ABC, LLC
 
Delaware
 
N/A
FR York Property Holding, LP
 
Delaware
 
N/A
FR Dallas Houston, LLC
 
Delaware
 
N/A
LPF Kenosha, LLC
 
Delaware
 
N/A
FR Kenosha, LLC
 
Delaware
 
N/A
FR 200 Cascade, LLC
 
Delaware
 
N/A
FR CO/TEX CUNA, LLC
 
Delaware
 
N/A
FR Crossroads I, LLC
 
Delaware
 
N/A
FR National Life, LLC
 
Delaware
 
N/A
FR AZ/TX, LLC
 
Delaware
 
N/A
FI New Jersey Exchange, LLC
 
Delaware
 
N/A
FR Aldrin Drive, LLC
 
Delaware
 
N/A
FR Leo Lane Property Holding, LP
 
Delaware
 
N/A
FR Manchester Property Holding LP
 
Delaware
 
N/A
FR Hagerstown, LLC
 
Delaware
 
N/A
FRV CO, LLC
 
Delaware
 
N/A
FR Menomonee Falls, LLC
 
Delaware
 
N/A
FR Cumberland, LLC
 
Delaware
 
N/A
FR Collins Industrial, LLC
 
Delaware
 
N/A
Pewaukee Maple Grove, LLC
 
Delaware
 
N/A
FR Southgate Washington, LLC
 
Delaware
 
N/A


FR-2014.12.31-EX23


EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No.’s 33-95190, 333-03999, 333-21887, 333-53835, 333-57355, 333-64743, 333-38850, 333-70638, 333-104211, 333-142472, 333-142474 and 333-194527) and on Form S-8 (File No.’s 333-36699, 333-45317, 333-67824, 333-166489, 333-180724 and 333-195760) of First Industrial Realty Trust, Inc. of our report dated February 24, 2015 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 24, 2015



FR-2014.12.31-EX31.1


EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Bruce W. Duncan, certify that:
1.
I have reviewed this annual report on Form 10-K of First Industrial Realty Trust, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: February 24, 2015
 
/S/ BRUCE W. DUNCAN
 
 
Bruce W. Duncan
 
 
President and Chief Executive Officer
(Principal Executive Officer)


FR-2014.12.31-EX31.2


EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Scott A. Musil, certify that:
1.
I have reviewed this annual report on Form 10-K of First Industrial Realty Trust, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: February 24, 2015
 
/S/ SCOTT A. MUSIL
 
 
Scott A. Musil
 
 
Chief Financial Officer (Principal Financial Officer)


FR-2014.12.31-EX32


EXHIBIT 32
CERTIFICATION
Accompanying Form 10-K Report
of First Industrial Realty Trust, Inc.
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Chapter 63, Title 18 U.S.C. §1350(a) and (b))
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. §1350(a) and (b)), each of the undersigned hereby certifies, to his knowledge, that the Annual Report on Form 10-K for the period ended December 31, 2014 of First Industrial Realty Trust, Inc. (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 24, 2015
 
/S/ BRUCE W. DUNCAN
 
 
Bruce W. Duncan
 
 
Chief Executive Officer (Principal Executive Officer)
 
Dated: February 24, 2015
 
/S/ SCOTT A. MUSIL
 
 
Scott A. Musil
 
 
Chief Financial Officer (Principal Financial Officer)
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The information contained in this written statement shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference to such filing.