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Valeo

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Sector Real Estate
Industry REIT - Industrial
Employees 51-200
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FY2017 Annual Report · Valeo
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2018

LETTER TO STOCKHOLDERS
NOTICE OF ANNUAL MEETING
PROXY STATEMENT

2017

ANNUAL REPORT

Table of Contents

Letter to Shareholders from the President and CEO
Notice of Annual Meeting of Stockholders
Proxy Statement for the 2018 Annual Meeting of Stockholders
Broker Non-Votes
Proposal 1 — Election of Directors

Information Regarding the Nominees
Information Regarding Executive Officers
The Board of Directors and Corporate Governance
Director Compensation
Director Compensation Table
Compensation Discussion and Analysis
Compensation Committee Report
Summary Compensation Table
Pay Ratio Disclosure
2017 Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End 2017
2017 Option Exercises and Stock Vested
Potential Payments Upon Termination or Change of Control
Equity Compensation Plans
Compensation Committee Interlocks and Insider Participation
Transactions with Related Persons, Promoters and Certain Control Persons
Section 16(a) Beneficial Ownership Reporting Compliance
Report of the Audit Committee
Security Ownership of Management and Certain Beneficial Owners

Proposal 2 — Advisory Vote on Executive Compensation
Proposal 3 — Ratification of Appointment of Independent Registered Public
Accounting Firm
Other Matters

Solicitation of Proxies
Stockholder Proposals
Incorporation by Reference
Important Notice Regarding the Availability of Proxy Materials for the Stockholders
Meeting to be Held on May 10, 2018
Other Matters

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Appendix A 2017 Annual Report

A Letter to Our Shareholders

From the President and Chief Executive Officer

Fellow Shareholders,

2017 was a breakthrough year for First Industrial. We achieved year-end occupancy of 97.3 percent, the highest
level in the history of the company. We also ended the year with historically low leverage as measured by debt-to-
EBITDA and fixed charge coverage ratios. These results propelled us to BBB credit ratings from both Fitch Ratings
and Standard and Poor’s. We also took advantage of strong investor demand for industrial real estate by completing 
$236 million of sales, positioning us well to redeploy this capital into higher income growth opportunities in our 
target investment markets.

For 2017, we delivered a total return to stockholders of 15.5 percent exceeding the performance of the Morgan 
Stanley REIT Index. Our total shareholder return over the past 5 years has been 20.4 percent compounded annually. 
Our focus has been and will remain on delivering strong cash flow growth and value creation through the cycle.

We  have  strengthened  our  balance  sheet,  expanded  our  sources  of  liquidity,  reduced  our  cost  of  capital  and 
focused our capital allocation strategy on reinvesting sales proceeds and retained capital into higher rent growth
opportunities. We also continued to achieve strong profit margins on our development activities. Since 2015, on a 
pro-forma basis, our development margins have averaged approximately 50 percent. Our developments in process 
total $291 million and we expect shareholder value creation on that pipeline of approximately $170 million when 
leased, which is about $1.40 per share of NAV. While we are thrilled with these results we are mindful of the ever 
more  competitive  landscape  and  that  these  outsized  profits  can’t  last  forever.  However,  through  our  operating 
performance,  development-focused  investment  strategy  and  portfolio  management  efforts,  we  will  continue  to
take advantage of favorable industry fundamentals and a strong economy to drive shareholder value.

First Pinnacle Industrial Center I | Dallas 

LEASING PERFORMANCE

As I mentioned earlier, we finished the year with occupancy at 97.3 percent, a 130 basis point increase from the prior
year. With record high occupancy levels in our portfolio and in the sector generally, we are aggressively pushing
rental rates to drive incremental cash flow. In 2017 our team drove increases in cash rents of 8.6 percent and straight 
line rents of 18.2 percent. We expect 
2018  to  be  another  solid  year  for 
rental  rate  growth.  As  noted  in  our
year-end earnings call, we had signed
approximately  65  percent  of  2018
expiring leases and the average cash 
rental rate change was 5.9 percent.

results 

reflect 
These  operational 
the  singular  focus  of  our  team  to 
maximize  the  value  of  each  and 
every  lease  by  pushing  rental  rates
and  lease  terms  while  minimizing
concessions  and  downtime.  Leasing
remains the life blood of our business.
During  2017,  our  team  completed 
long-term  leases  on  over  11  million
square feet. Our 618,000 square-foot 
lease with UPS for their Phoenix parcel hub at our First Park @ PV-303 development is a great example. We expect 
this project to provide additional value creation opportunities for several years to come. 

Overall for 2017, strong rental rate growth, contractual rental rate increases embedded in 97 percent of our long
term leases and lower free rent concessions drove same store cash NOI growth of 4.4 percent. We expect our 2018
results to be driven largely by these same factors.

INDUSTRY FUNDAMENTALS AND THE ECONOMIC ENVIRONMENT

Net absorption was a solid 178 million square feet for 2017 according to CBRE-EA, and was partially constrained
by limited availability. New completions were approximately 200 million square feet and the national vacancy rate
was 4.5 percent at year-end. While supply and demand have reached the long anticipated state of equilibrium, the
low national vacancy rate should continue to provide for strong rent growth opportunities. This, coupled with the 
continuing influence of e-commerce and robust economic consumption, should bode well for 2018 and we expect 
to see these strong fundamentals reflected in our portfolio results.

The  primary  demand  drivers  for  industrial  real  estate  continue  to  be  GDP,  trade,  industrial  production  and
consumption, as well as the strong impact of online sales and the continuing evolution of the supply chain. Since
the Great Recession, GDP growth has averaged just under 2.2 percent. In the 3rd quarter of 2017 the GDP growth 
rate  accelerated  to  3.2  percent  and  the  unemployment  rate  dropped  to  4.3  percent,  the  lowest  since  2001. The
resulting upward pressure on wages and the recently enacted reductions in corporate and individual income taxes
should provide further stimulus and lead to strong consumption and increased demand for industrial space by our 
customers. However, labor shortages in select markets could act as a headwind to further economic growth.

While it’s too early to measure the impact that new tariffs will have on the economy and the demand for industrial 
space, we believe our focus on consumption zones - where the goods are bought, as opposed to where they are 
made - will continue to drive positive results. Construction costs could be negatively impacted by increased cost of 
inputs, such as steel; however, we don’t currently see those increased costs as having a material impact on overall 
returns, particularly in our targeted growth markets. We expect our customers to continue to fully utilize their space 
and seek additional capacity for growth as their businesses evolve.

Port of Long Beach | Southern California 

The strong impact of e-commerce sales on demand for industrial, we believe, is in the early stages of its evolution. 
This demand is driven by the need to ship a wider variety of goods and accommodate product returns in a timely
and cost efficient manner. While nobody knows how the e-commerce story will eventually play out, our best strategy
is to provide our customers with the most efficient space solutions by maximizing the functionality of our assets so
we will be successful regardless of the outcome.

It’s  important  to  point  out  that  while  e-commerce  sales  have  increased  demand  for  warehouse  space,  over  70
percent of total demand continues to come from a broad base of traditional sources including third-party logistics
providers,  food  and  beverage,  consumer  goods,  home  repair,  pharmaceutical  and  medical,  auto  and  auto  parts.
Demand across these industries and others continues to be very healthy.

Getting  back  to  the  supply-demand  equation,  while  new  supply  has  ticked  up  with  the  increasingly  strong 
fundamentals,  speculative  construction  has  remained  unusually  constrained.  According  to  CBRE  Econometric
Advisors, historically, speculative construction comprised about 80 percent of new deliveries. For 2017, that number 
was  below  70  percent.  In  addition,  peak  deliveries  as  a  percentage  of  existing  stock  have  fluctuated  between  2 
percent and 3 percent. For 2017, deliveries were less than 1.5 percent of existing stock.

Additions to new supply have been muted by a number of factors. We and our peers have been disciplined about
adding  new  space  where  there  are  pockets  of  excess  supply.  In  addition,  constraints  in  construction  lending
continue to discourage many smaller, thinly capitalized developers. As we look across our markets, we see excess 
supply in a few sub-markets where we will be paying close attention to the pace of absorption. Further, we are 
focused on allocating capital to land constrained, high rent growth markets where it’s difficult to obtain zoning and 
entitlements for new industrial developments. The long time-frames required to work through the planning, zoning, 
and entitlement process, and the skills and resources necessary to navigate through what are often understaffed 
municipalities and agencies can discourage even the most optimistic developer.

We  hope  to  continue  to  see  this  type  of  discipline  throughout  the  industry,  but  we  will  not  count  on  it  as  we
contemplate what, where and when to develop additional speculative facilities.

PORTFOLIO TRANSFORMATION BY STRATEGIC CAPITAL REALLOCATION 

One aspect of our company that we believe is not fully appreciated is the transformation of our portfolio since 2010. 
We have taken a methodical approach in making incremental investments and executing targeted sales. Through 
year-end 2017, the sum of the ins and outs of our investment and sales activity, including development starts, have
totaled more than $2.5 billion - a substantial change to a company with a total capitalization that has grown from
$2.6 billion to approximately $5.0 billion since year-end 2009.

The transformation is also apparent in our market concentration. Southern California is now our largest market at 
14.6 percent of rental income as of the fourth quarter of 2017 – and growing with two new developments we will 
complete in 2018. We have also allocated additional capital and human resources here and to other coastal markets 
where we expect above-average rental rate growth. We’ve relocated a 20-year veteran of our company to South
Florida and invested in a new market leader to drive growth in Northern California and Seattle. We are excited about 
the early progress we have made in these high growth markets and look forward to providing you with periodic 
updates.

During this portfolio transformation, our average building size has increased to 123,000 square feet from 88,000 
square feet and our average tenant size grew to 42,000 square feet from 28,000 square feet. Why is this important?
In the industrial business, tenant and building size is directly related to the level of capital and releasing expense 
incurred. The lower the level of these expenses, the more cash flow available for the dividend and reinvestment.
Since 2009 our annual expenditures on tenant improvements and leasing commissions have fallen from $2.60 per
square foot to $1.96 per square foot.

DEVELOPMENT: PRODUCING QUALITY BUILDINGS - AND STRONG RETURNS

Given  strong  industry  fundamentals,  we  continue  to  view
development as our primary means of new investment. As
mentioned,  we  have  been  doing  so  while  delivering  cash
yields at healthy spreads to prevailing market cap rates for 
comparable leased assets.

First Sycamore 215 Logistics Center | Inland Empire

In  2017,  we  completed  three  buildings  totaling  1.5  million 
square feet in Southern California, Chicago and Phoenix. In 
the  first  quarter  to  date,  from  this  group,  we  successfully
leased our 243,000 square-foot First Sycamore 215 Logistics
percent While we are not a seller this reflects a very
Center in the Inland Empire East, delivering a cash yield of 6.7 percent. While we are not a seller, this reflects a very 
healthy profit margin of around 50 percent, when compared to prevailing cap rates for similar assets in the mid-4 
percent area.

First Nandina Logistics Center | Inland Empire

W
We also started several significant new developments in the 
back  half  of  last  year. The  largest  is  First  Nandina  Logistics
Center,  a  1.4  million  square-foot  distribution  facility  in  the 
Inland Empire East in the Moreno Valley submarket. Our total
estimated  investment  for  this  project  is  $89  million.  First 
Nandina is a strong reflection of the power of our platform.
W
We assembled this site a few years ago, wrangling together
13 parcels from 12 different sellers with a simultaneous close.
T
This provides us with a competitive advantage as our basis 
is  well-below  current  land  values.  Our  projected  stabilized
cash yield on this project is 7 5 percent The Inland Em
cash yield on this project is 7.5 percent. The Inland Empire East is a submarket where demand for buildings one 
million square feet or larger has been very deep. We are very keenly monitoring our progress on construction and 
leasing there – and we are certain you will be too.

In  Pennsylvania,  we  are  building  the  739,000  square-foot
First Logistics Center @ I-78/81. As you would suspect by the
name, it is located at the intersection of these two interstates, 
providing  potential  customers  with  a  gateway  to  much  of 
the East Coast population. Total investment is expected to be 
$49 million and our targeted cash yield is 6.8 percent. The site 
plan also allows for a second 250,000 square-foot building or 
additional trailer or car parking for the larger building.

First Logistics Center @ I-78/81 |  Pennsylvania

We will wrap up completion of our second building at First 
Park @ PV-303 in Phoenix in the second quarter. With this 640,000 square footer, we hope to replicate the success 
of the aforementioned building that we leased to UPS. Total investment is $36 million and our expected cash yield 
is 7.9 percent.

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First Park 94 - Building B | Chicago

Our  completed  and  in  process  speculative  developments
today  total  $322  million  and  4.8  million  square  feet  with  a
t
targeted  weighted  average  cash  yield  of  7.3  percent.  More 
t
t
than  half  of  this  development  investment  is  in  Southern
California  through  First  Nandina  and  The  Ranch  by  First
Industrial, our $87 million, six-building, 936,000 square-foot 
development in the Inland Empire West. Also, included are
t
two  buildings  in  Chicago,  the  second  602,000  square-foot
building  at  First  Park  94  and  First  Joliet  Logistics  Center,  a

355,000 square-footer, and First 290 @ Guhn Road, a 126,000 
square-foot  facility  in  Houston.  We  believe  the  weighted 
average cap rates in today’s market for these projects when
stabilized would be in the mid to high fours which implies a 
profit margin of more than 50 percent. 

First 290 @ Guhn Rd | Houston

As  noted  earlier,  leasing  is  central  to  capturing  the  value 
creation  potential  in  our  developments.  It’s  also  critical  as 
we manage risk via our speculative leasing cap. As you will
recall, the cap is a self-imposed limit on the amount of lease-
up  risk  we  incur  related  to  committed  developments  and 
acquisitions with lease up opportunity. Based upon the strong industry fundamentals, the strength of our balance
sheet and the significant growth opportunities we see ahead, we increased that cap by $150 million to $475 million 
in the first quarter of 2018.

ONGOING PORTFOLIO MANAGEMENT – SELECT ACQUISITIONS AND TARGETED SALES

301 Bordentown Hedding Rd | New Jersey

Our  market  leaders,  along  with  their  teams  operating  in 
our target investment markets, are constantly searching for 
profitable  acquisitions  that  will  enhance  our  portfolio. The
competition for widely marketed buildings and portfolios is 
intense and value creation opportunities are limited, so we 
do  not  expect  to  find  many  suitable  investments  amongst 
these types of assets. Where we do have success is with more 
complex transactions where we can leverage our platform to 
create shareholder value via creative solutions. This discipline
makes  it  difficult  to  forecast  acquisition  volume,  but  our 
team reviews a sizeable number of opportunities each year
to find the handful of deals that we end up completing. 2017 was a very successful year by these standards. We 
acquired eight buildings totaling 1.1 million square feet for $112 million at a weighted average expected cap rate of 
5.8 percent. These acquisitions were comprised of six investments in coastal markets including Southern California, 
New  Jersey,  Orlando  and  Miami,  as  well  as  buildings  in 
Denver  and  Chicago. We  also  acquired  $62  million  of  land
located in Southern California, Phoenix, Central PA, Chicago 
and Houston, the majority of which is already in production. 

550 Gills Dr | Orlando

As we noted at our Investor Day in November, our portfolio
transformation  is  complete.  However,  dispositions  are  an
essential part of our ongoing portfolio management efforts 
as we seek to redeploy capital into opportunities we believe
offer potential for superior long-term cash flow growth. For 
the  year,  we  sold  60  buildings  totaling  4.6  million  square 
feet and one land parcel for $236 million. This significantly exceeded the $175 million midpoint of our 2017 sales 
guidance. As we noted on our 4th quarter earnings call, these additional sales have resulted in about three cents 
per share of dilution on our 2018 FFO guidance. We consider this dilution to be temporary as we redeploy the sales
proceeds  into  high  quality  developments  and  select  acquisitions  which  will  contribute  to  future  FFO  and  AFFO
growth.

d d th $175

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2017

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BALANCE SHEET STRENGTH AND FLEXIBILITY

In 2017, we achieved some critical milestones on the capital side. We continued to realize savings from lower interest 
expense  as  a  result  of  refinancing  higher  cost  debt. We  returned  to  the  unsecured  debt  markets  in  the  second 
quarter with a $200 million private placement of unsecured notes at an average rate of 4.34 percent and an average 

term of 10.75 years. We also refinanced two unsecured bank term loans totaling  $460 million with maturities in 
2021 and 2022, improving our weighted average credit spread by approximately 45 basis points. Those loans are 
structured to provide for additional interest rate savings as our credit ratings improve. 

We expanded our senior unsecured revolving credit facility from $625 million to $725 million. The facility matures 
on October 29, 2021, has a one-year extension option and is expandable to $1 billion.

As mentioned earlier, we also made progress with the ratings agencies. We earned a BBB unsecured debt rating 
from Fitch Ratings during the year. Following an outlook change in November, in late February of 2018 we received
an upgrade to BBB from Standard and Poor’s. Lastly, Moody’s, which rates us Baa3, upgraded its ratings outlook to 
positive in April of 2017.

Thus far in 2018, we closed on a private
placement  of  $300  million  of  10-year 
and  12-year  senior  unsecured  notes
with  a  weighted  average  rate  of  3.91 
percent.  Among  other  uses,  we  used 
the  proceeds  from  this  financing  to
pay off $158 million of mortgage loans 
at  the  beginning  of  March.  With  the
retirement  of  these  loans,  our  secured
debt as a percentage of gross assets is 
now just 8 percent.

With  respect  to  our  dividend,  in  2017
we grew the dividend 10.5 percent. For 
the  first  quarter  of  2018,  our  board  of 
directors  declared  a  dividend  of  21.75 
cents per share or 87 cents annualized,
which represents a 3.6 percent increase over 2017. This dividend level represents a payout ratio of approximately 64 
percent of our anticipated 2018 AFFO as defined in our supplemental report. In addition to being a prudent balance
sheet management tool, we like the flexibility of having a low payout ratio and the resulting incremental cash flow 
that we can deploy into profitable growth opportunities.

LOOKING FORWARD AND THANK YOU

2017 was an excellent year and we approach 2018 with excitement for the opportunities ahead. Our development
pipeline represents a significant driver for future cash flow growth and shareholder value creation and our team of 
talented professionals is poised to continue our strong track record of development leasing.

As always, our strategy will continue to be guided by our talented Board of Directors. Their wisdom and broad range
of experiences are invaluable as we continue to compete in a rapidly changing landscape. We are extremely pleased
with the addition of Denise Olsen to our Board last November. Denise is a senior managing director and a member
of the investment committee of GEM Realty Capital and we are fortunate to have the benefit of her experience in
guiding our company.

Thank you to our shareholders for your continuing investment in our company. We look forward to building on our 
track record and are enthusiastic about the long-term prospects for our industry and our company.

Thank you to all our financial partners for your continuing support of our business.

Thank you to our customers who entrust us with providing the buildings and services that are essential to your
businesses. 

Finally, thank you to all my teammates for your steadfast commitment to making our customers your top priority 
day in and day out. You once again raised the bar on customer service, as we continue to rank as the top industrial
real estate company from the Kingsley Index for companies reporting greater than 30 million square feet. You think 
and  behave  like  owners  as  you  generate  cash  flow  growth  and  profitable  new  investment  opportunities  and  it 
shows in our results. As importantly, I am also very proud of your efforts with, and contributions to, the communities 
in which we live and work. We have a duty to contribute to the well-being of our communities and through your
charitable efforts you stand as shining examples of The First Industrial Way.

Thank you,

Peter E. Baccile
President and Chief Executive Officer

FIRST INDUSTRIAL REALTY TRUST, INC.
311 South Wacker Drive
Suite 3900
Chicago, Illinois 60606

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 10, 2018

NOTICE IS HEREBY GIVEN that the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of
First Industrial Realty Trust, Inc. (the “Company”) will be held on Thursday, May 10, 2018 at 9:00 a.m. in the 2nd
Floor Conference Center, 311 South Wacker Drive, Chicago, Illinois 60606 for the following purposes:

1. To elect eight directors to the Board of Directors to serve until the 2019 Annual Meeting of

Stockholders, and until their successors are duly elected and qualified;

2. To approve, on an advisory (i.e. non-binding) basis, the compensation of the Company’s named

executive officers as disclosed in this Proxy Statement;

3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered

public accounting firm for the fiscal year ending December 31, 2018; and

4. To consider and act upon any other matters that may properly be brought before the Annual Meeting

and at any adjournments or postponements thereof.

Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on
any date or dates to which, by original or later adjournment, the Annual Meeting may be adjourned, or to which
the Annual Meeting may be postponed.

The Board of Directors has fixed the close of business on March 20, 2018 as the record date for the Annual
Meeting. Only stockholders of record of the Company’s common stock at the close of business on that date will
be entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof.

You are requested to fill in and sign the enclosed Proxy Card, which is being solicited by the Board of
Directors, and to mail it promptly in the enclosed postage-prepaid envelope. Any proxy may be revoked by
delivery of a later dated proxy. Stockholders of record who attend the Annual Meeting may vote in person, even
if they have previously delivered a signed proxy. “Street name” stockholders who wish to vote in person will
need to obtain a duly executed proxy form from the institution that holds their shares prior to the Annual
Meeting.

By Order of the Board of Directors,

Peter E. Baccile
President and Chief Executive Officer

Chicago, Illinois
April 10, 2018

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID
ENVELOPE PROVIDED.

FIRST INDUSTRIAL REALTY TRUST, INC.
311 South Wacker Drive
Suite 3900
Chicago, Illinois 60606

PROXY STATEMENT

FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 10, 2018

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of
First Industrial Realty Trust, Inc. (“First Industrial” or the “Company”) for use at the 2018 Annual Meeting of
Stockholders of the Company to be held on Thursday, May 10, 2018, and at any adjournments or postponements
thereof (the “Annual Meeting”). At the Annual Meeting, stockholders will be asked to vote (i) to elect eight
directors to the Board of Directors to serve until the 2019 Annual Meeting of Stockholders, and until their
the
successors are duly elected and qualified, (ii) to approve, on an advisory (i.e. non-binding) basis,
compensation of the Company’s named executive officers as disclosed in this Proxy Statement, (iii) to ratify the
appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm
for the current fiscal year and (iv) to act on any other matters properly brought before them.

This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy Card are first being sent
to stockholders on or about April 10, 2018. The Board of Directors has fixed the close of business on March 20,
2018 as the record date for the Annual Meeting (the “Record Date”). Only stockholders of record of our
Common Stock at the close of business on the Record Date will be entitled to notice of and to vote at the Annual
Meeting. As of the Record Date, there were 120,553,079 shares of Common Stock outstanding and entitled to
vote at the Annual Meeting. Holders of Common Stock outstanding as of the close of business on the Record
Date will be entitled to one vote for each share held by them on each matter presented to the stockholders at the
Annual Meeting.

Stockholders of the Company are requested to complete, sign, date and promptly return the
accompanying Proxy Card in the enclosed postage-prepaid envelope. Shares represented by a properly
executed Proxy Card received prior to the vote at the Annual Meeting and not revoked will be voted at the
Annual Meeting as directed on the Proxy Card. If a properly executed Proxy Card is submitted and no
instructions are given, the persons designated as proxy holders on the Proxy Card will vote (i) FOR the
election of the eight nominees for director named in this Proxy Statement, (ii) FOR the approval, on an
advisory basis, of the compensation of our named executive officers, (iii) FOR the ratification of the
appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting
firm for the current fiscal year and (iv) in their own discretion with respect to any other business that may
properly come before the stockholders at the Annual Meeting or at any adjournments or postponements
thereof. We have not received notice of any matters other than those set forth in this Proxy Statement and,
accordingly, it is not anticipated that any other matters will be presented at the Annual Meeting.

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding
shares of Common Stock entitled to vote is necessary to constitute a quorum for the transaction of business at the
Annual Meeting. The affirmative vote of the holders of a majority of the votes cast with a quorum present at the
Annual Meeting is required (i) for the election of directors, (ii) for the approval, on an advisory basis, of the
compensation of our named executive officers and (iii) for the ratification of the appointment of the Company’s
independent registered public accounting firm. Abstentions will not be counted as votes cast, and accordingly
will have no effect on any of the Proposals presented in this Proxy Statement.

1

PROXY STATEMENT

A stockholder of record may revoke a proxy at any time before it has been exercised by filing a written
revocation with the Secretary of the Company at the address of the Company set forth above, by filing a duly
executed proxy bearing a later date, or by appearing in person and voting by ballot at the Annual Meeting. Any
stockholder of record as of the Record Date attending the Annual Meeting may vote in person whether or not a
proxy has been previously given, but the presence (without further action) of a stockholder at the Annual
Meeting will not constitute revocation of a previously given proxy. “Street name” stockholders who wish to vote
in person will need to obtain a duly executed proxy form from the institution that holds their shares prior to the
Annual Meeting.

Appendix A to this Proxy Statement contains the Company’s 2017 Annual Report, including the Company’s
financial statements for the fiscal year ended December 31, 2017 and certain other information required by the
rules and regulations of the Securities and Exchange Commission (the “SEC”). However, the Company’s 2017
Annual Report is not part of the proxy solicitation material. See “Other Matters—Incorporation by Reference”
herein.

BROKER NON-VOTES

Stockholders of the Company who have received this Proxy Statement from their broker or other fiduciary
should have received instructions for directing how that broker or fiduciary should vote the stockholder’s shares.
It will be the broker’s or fiduciary’s responsibility to vote the stockholder’s shares for the stockholder in the
manner directed. The stockholder must complete, execute and return the voting instruction form in the envelope
provided by the broker.

Under the rules of the New York Stock Exchange (the “NYSE”), brokers generally may vote on routine
matters, such as the ratification of an independent public accounting firm, but may not vote on non-routine
matters unless they have received voting instructions from the person for whom they are holding shares. If there
is a non-routine matter presented to stockholders at a meeting and the stockholder’s broker or fiduciary does not
receive instructions from the stockholder on how to vote on that matter, the broker or fiduciary will return the
Proxy Card to the Company, indicating that he or she does not have the authority to vote on that matter. This is
generally referred to as a “broker non-vote” and may affect the outcome of the voting on those matters, as
discussed below.

for

the ratification of

The proposal described in this Proxy Statement

the appointment of
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year
ended December 31, 2018 is considered a routine matter under the NYSE rules. Each of the other proposals is
considered a non-routine matter under NYSE rules and could result in broker non-votes. Broker non-votes will
not be counted as votes cast and, accordingly, will have no effect on the result of the vote for these non-routine
matters. However, broker non-votes will be counted for quorum purposes. We therefore encourage stockholders
to provide directions to their broker as to how the stockholder wants their shares voted on all matters to be
brought before the Annual Meeting. The stockholder should do this by carefully following the instructions the
broker gives the stockholder concerning its procedures. This ensures that the stockholder’s shares will be voted at
the meeting.

2

PROXY STATEMENT

PROPOSAL 1

ELECTION OF DIRECTORS

Pursuant to the Company’s Charter, the maximum number of members allowed to serve on the Company’s
Board of Directors is twelve. The Board of Directors of the Company currently consists of eight seats. Other than
Ms. Olsen, each of the directors is serving for a term of one year and until such director’s successor is duly
elected and qualified. Ms. Olsen was appointed on November 7, 2017 by the then-serving directors of the Board
of Directors to fill a vacancy created by the Board’s decision to expand the size of the Board of Directors to eight
seats. She was appointed for a term expiring at the 2018 Annual Meeting or until her successor is duly elected
and qualified. The Company’s Nominating/Corporate Governance Committee identifies and recommends
individuals for service on the Board of Directors, and the Board of Directors then either approves or rejects in
whole all of such nominees.

The Board of Directors has nominated Peter E. Baccile, Matthew S. Dominski, Bruce W. Duncan, H.
Patrick Hackett, Jr., Denise A. Olsen, John Rau, L. Peter Sharpe and W. Ed Tyler to serve as directors (the
“Nominees”). All of the Nominees are currently serving as directors of the Company. Each of the Nominees has
consented to be named as a nominee in this Proxy Statement. The Board of Directors anticipates that each of the
Nominees will serve as a director if elected. However, if any person nominated by the Board of Directors is
unable to accept election, the proxies will vote for the election of such other person or persons as the Board of
Directors may recommend.

The Board of Directors recommends a vote FOR each of the Nominees.

INFORMATION REGARDING THE NOMINEES

The following biographical descriptions set forth certain information with respect to the eight Nominees for
election as directors and certain executive officers, based on information furnished to the Company by such
persons. The following information is as of the Record Date unless otherwise specified.

Peter E. Baccile

Director since 2016

Mr. Baccile, 55, has served as President of the Company since September 2016 and assumed the Chief
Executive Officer position in December 2016. He brings more than 30 years of management, real estate and
financial expertise to the Company. Prior to joining the Company, he served as Joint Global Head of the Real
Estate, Lodging and Leisure Group within UBS Securities, LLC’s investment banking division from June 2012 to
September 2016. Prior to that, Mr. Baccile served in various senior leadership roles during his 26-year tenure at
J.P. Morgan. Most recently, he was Vice Chairman of J.P. Morgan Securities Inc. He also served as Co-Head of
the General Industries Investment Banking Coverage Group which encompassed Real Estate, Lodging, Gaming,
Diversified Industrials, Paper Packing and Building Products, and Transportation. Before that he served as
Global Head of J.P. Morgan’s Real Estate, Lodging and Gaming Investment Banking group for 10 years.
Mr. Baccile is a member of the National Association of Real Estate Investment Trusts (NAREIT) and The Real
Estate Roundtable where he was past Chairman of the Real Estate Capital Policy advisory committee. He is a
past trustee of the International Council of Shopping Centers (ICSC) and the Urban Land Institute (ULI).
Mr. Baccile’s extensive experience in real estate management and finance is critical to his ability to lead the
Company as its Chief Executive Officer, and is a valuable asset to the Board of Directors. Moreover, as the
Company’s Chief Executive Officer, Mr. Baccile brings to the Board of Directors his in-depth knowledge of our
business, strategy, operations, competition and financial position. Mr. Baccile’s membership on the Board of
Directors is critical to ensuring appropriate coordination and communication between the Company’s executive
officers and the Board of Directors.

Matthew S. Dominski

Director since 2010

Mr. Dominski, 63, has been a director of the Company since March 2010. He also presently serves as a
director of CBL & Associates Properties, Inc., a shopping mall real estate investment trust in the United States.

3

PROXY STATEMENT

From 1993 through 2000, Mr. Dominski served as Chief Executive Officer of Urban Shopping Centers
(“Urban”), formerly one of the largest regional mall property companies in the country and a publicly traded real
estate investment trust. Following the purchase of Urban by Rodamco North America in 2000, Mr. Dominski
served as Urban’s President until 2002. In 2003, Mr. Dominski formed Polaris Capital, LLC, a Chicago, Illinois
based real estate investment firm of which he was joint owner through 2013. From 1998 until 2004,
Mr. Dominski served as a member of the Board of Trustees of the International Council of Shopping Centers.
Mr. Dominski’s extensive experience leading other public and private real estate companies, both as a senior
executive and a director, is a valuable asset to the Board of Directors.

Bruce W. Duncan

Director since 2009

Mr. Duncan, 66, has been a director of the Company since January 2009 and the Chairman of the Board of
Directors since January 2016. Mr. Duncan also served as the Company’s President from January 2009 through
September 2016, and its Chief Executive Officer from January 2009 through November 2016. Mr. Duncan
presently serves as a director of Marriot International, Inc. (NASDAQ: MAR) and Boston Properties, Inc.
(NYSE: BXP), and as an Independent Director of the T. Rowe Price Funds. He formerly served as Chairman of
the Board of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) from 2005 to September 2016. From
April 2007 to September 2007, Mr. Duncan served as Chief Executive Officer of Starwood on an interim basis.
Mr. Duncan served as a director of Starwood from 1999 through September 2016 and as a trustee of the REIT
subsidiary of Starwood from 1995 to 2006. He also was a senior advisor to Kohlberg Kravis & Roberts & Co.
from July 2008 until January 2009. From May 2005 to December 2005, Mr. Duncan was Chief Executive Officer
and Trustee of Equity Residential (NYSE: EQR) (“EQR”), a publicly traded apartment company. From January
2003 to May 2005, he was President, Chief Executive Officer and Trustee, and from April 2002 to December
2002, President and Trustee of EQR. From December 1995 until March 2000, Mr. Duncan served as Chairman,
President and Chief Executive Officer of Cadillac Fairview Corporation, a real estate operating company. From
January 1992 to October 1994, Mr. Duncan was President and Co-Chief Executive Officer of JMB Institutional
Realty Corporation, providing advice and management for investments in real estate by tax-exempt investors,
and from 1978 to 1992 he worked for JMB Realty Corporation, where he served in various capacities, ultimately
serving as Executive Vice President and a member of the Board of Directors. Mr. Duncan currently serves on the
Board of Governors and the Governing Council of the Investment Company Institute and the Board of Governors
of the Independent Directors Counsel. Mr. Duncan’s extensive experience leading other publicly traded real
estate companies, both as a senior executive and a director, is a valuable asset to the Board of Directors.
Moreover, as the Company’s former Chief Executive Officer, Mr. Duncan brings to the Board of Directors his
in-depth knowledge of our business, strategy, operations, competition and financial position.

H. Patrick Hackett, Jr.

Director since 2009

Mr. Hackett, 66, has been a director of the Company since December 2009. Mr. Hackett is the principal of
HHS Co., an investment company located in the Chicago area. Previously, he served as the President and Chief
Executive Officer of RREEF Capital, Inc. and as principal of The RREEF Funds, an international commercial
real estate investment management firm. Mr. Hackett taught real estate finance at the Kellogg Graduate School of
Management for 15 years when he also served on the real estate advisory boards of Kellogg and the
Massachusetts Institute of Technology. He currently chairs the board of Wintrust Financial Corporation
(NASDAQ: WTFC) and is a trustee of Northwestern University. Mr. Hackett provides the Board of Directors
with valuable real estate investment and finance expertise, and the Board of Directors further benefits from
Mr. Hackett’s experience on boards in the financial services sector. In addition, Mr. Hackett’s financial expertise
is valuable to the Company’s Audit Committee, which he has chaired since June 2010, and we have determined
him to be an “audit committee financial expert.”

Denise A. Olsen

Director since 2017

Ms. Olsen, 52, has been a director of the Company since November 2017. Ms. Olsen has been employed by
GEM Realty Capital, an integrated real estate investment firm that invests in private market assets and publicly
traded securities, since 1996. She presently serves as senior managing director and a member of the investment

4

PROXY STATEMENT

committee of GEM Realty Capital, where she is also responsible for investor relations, reporting and
communication. From 1994 to 1996, Ms. Olsen was vice president at EVEREN Securities, serving in their Real
Estate Corporate Finance Group. From 1987 to 1994, Ms. Olsen served in various capacities at JMB Realty
Corporation, including senior portfolio manager of corporate mixed-use developments and as a member of the
acquisitions group. Ms. Olsen currently serves as an executive committee member of The Samuel Zell and
Robert Lurie Real Estate Center at the Wharton School at the University of Pennsylvania and on the investment
committee of The Harry and Jeanette Weinberg Foundation. Ms. Olsen’s significant investment and operational
experience in both the private and publicly traded real estate realms is a valuable asset to the Board of Directors.

John Rau

Director since 1994

Mr. Rau, 69, has been a director of the Company since June 1994 and Lead Independent Director since
January 2016. Since December 2002, Mr. Rau has served as President and Chief Executive Officer and as a
director of Miami Corporation, a private asset management firm. From January 1997 to March 2000, he was a
director, President and Chief Executive Officer of Chicago Title Corporation, and its subsidiaries, Chicago Title
and Trust Co., Chicago Title Insurance Co., Ticor Title Insurance Co. and Security Union Title Insurance Co.
Mr. Rau was a director of BorgWarner, Inc. from 1997 to 2006, a director of William Wrigley Jr. Company from
March 2005 until the company was sold to Mars, Inc. in September 2008 and a director of Nicor, Inc. from 1997
until it was sold to AGL Resources Inc. in December 2011, and he continues as a director of AGL Resources Inc.
Mr. Rau is the Chairman of the board of directors of BMO Financial Corp. and served as a director of LaSalle
Bank, N.A. until its 2007 sale to Bank of America. From July 1993 until November 1996, Mr. Rau was Dean of
the Indiana University School of Business. From 1991 to 1993, Mr. Rau served as Chairman of the Illinois
Economic Development Board and as special advisor to Illinois Governor Jim Edgar. From 1990 to 1993, he was
Chairman of the Banking Research Center Board of Advisors and a Visiting Scholar at Northwestern
time, he also served as Special
University’s J.L. Kellogg Graduate School of Management. During that
Consultant to McKinsey & Company, a worldwide strategic consulting firm. From 1989 to 1991, Mr. Rau served
as President and Chief Executive Officer of LaSalle National Bank. From 1979 to 1989, he was associated with
The Exchange National Bank, serving as President from 1983 to 1989, at which time The Exchange National
Bank merged with LaSalle National Bank. Prior to 1979, he was associated with First National Bank of Chicago.
Mr. Rau’s extensive experience in the banking and title insurance industries provides the Board of Directors with
valuable insight into the matters of corporate and real estate finance, as well as financial services management
and risk management. Moreover, Mr. Rau’s financial expertise is valuable to the Company’s Audit Committee,
on which he currently serves.

L. Peter Sharpe

Director since 2010

Mr. Sharpe, 71, has been a director of the Company since November 2010. He served as President and Chief
Executive Officer of Cadillac Fairview Corporation from March 2000 through December 2010. Prior to
March 2000, Mr. Sharpe held various positions at Cadillac Fairview Corporation, including serving as its
Executive Vice President of Operations from 1990 to 2000. Mr. Sharpe currently serves as a director of
Postmedia Network Canada Corp., Morguard Corporation, Allied Properties Real Estate Investment Trust and
Multiplan Empreendimentos Imobiliários S.A. (Bovespa: MULT3), one of the leading developers, owners and
operators of shopping centers in Brazil. From 2009 through 2010, Mr. Sharpe served as Chairman of the Board of
Directors of the International Council of Shopping Centers, the global trade association of the shopping center
industry. Previously, Mr. Sharpe served as a director on the boards of Legacy REIT, from 1997 to 2001, and
Fairmont Hotels & Resorts, from 2001 to 2006. Mr. Sharpe’s experience managing large real estate development
companies, and serving on the boards of real estate investment trusts, has provided him with real estate
knowledge and corporate organizational skills that benefit the Board of Directors. In addition to his executive
experience, inclusive of managing a substantial real estate entity for an institutional ownership constituency,
Mr. Sharpe has a substantial background in real estate investment
leasing and operations. Moreover,
Mr. Sharpe’s financial expertise, and his experience serving on the Audit Committees of other publicly traded
real estate companies, is valuable to the Company’s Audit Committee.

5

W. Ed Tyler

PROXY STATEMENT

Director since 2000

Mr. Tyler, 65, has been a director of the Company since March 2000, served as Lead Director from October
2008 to January 2009 and served as non-executive Chairman of the Board of Directors from January 2009 to
January 2016. Mr. Tyler also served as the Company’s interim Chief Executive Officer from October 2008 to
January 2009. Mr. Tyler is a director of Nanophase Technologies Corporation (OTCQB: NANX). Mr. Tyler was
appointed Chief Executive Officer of Ideapoint Ventures in 2002. Ideapoint Ventures is an early stage venture
fund that focuses on nanotechnologies. Prior to joining Ideapoint Ventures, Mr. Tyler served as Chief Executive
Officer and a director of Moore Corporation Limited, a provider of data capture, information design, marketing
services, digital communications and print solutions, from 1998 to 2000. Prior to joining Moore Corporation,
Mr. Tyler served in various capacities at R.R. Donnelley & Sons Company, most recently as Executive Vice
President and Chief Technology Officer, from 1997 to 1998, and as Executive Vice President and Sector
President of Donnelley’s Networked Services Sector, from 1995 to 1997. Mr. Tyler’s extensive experience as a
senior executive and director of other companies, both private and publicly traded, is valuable to the Board of
Directors.

INFORMATION REGARDING EXECUTIVE OFFICERS

Scott A. Musil

Mr. Musil, 50, has been Chief Financial Officer of the Company since March 2011. He served as acting
Chief Financial Officer of the Company from December 2008 to March 2011. Mr. Musil also has served as
Senior Vice President of the Company since March 2001, Treasurer of the Company since May 2002 and
Assistant Secretary of the Company since August 2014. Mr. Musil previously served as Controller of the
Company from December 1995 to March 2012, Assistant Secretary of the Company from May 1996 to
March 2012 and July 2012 to May 2014, Vice President of the Company from May 1998 to March 2001, Chief
Accounting Officer from March 2006 to May 2013 and Secretary from March 2012 to July 2012 and May 2014
to August 2014. Prior to joining the Company, he served in various capacities with Arthur Andersen &
Company. Mr. Musil presently serves as a director and the chair of the audit committee of HC Government
Realty Trust, Inc., a public real estate investment trust focused on federally-leased, single tenant properties.
Mr. Musil is a non-practicing certified public accountant. His professional affiliations include the American
Institute of Certified Public Accountants and NAREIT.

Johannson L. Yap

Mr. Yap, 55, has been the Chief Investment Officer of the Company since February 1997 and Executive
Vice President—West Region since March 2009. From April 1994 to February 1997, he served as Senior Vice
President—Acquisitions of the Company. Prior to joining the Company, Mr. Yap joined The Shidler Group, a
former affiliate of the Company, in 1988 as an acquisitions associate, and became Vice President in 1991, with
responsibility for acquisitions, property management,
financing, sales and construction
management functions. His professional affiliations include Urban Land Institute, NAREIT and the Council of
Logistics Management, and he serves as a member of both the Board of Advisors for the James Graaskamp
Center for Real Estate at the University of Wisconsin and the Advisory Board of the Kelley School of Business
of the University of Indiana, Center for Real Estate Studies.

leasing, project

David G. Harker

Mr. Harker, 59, has been Executive Vice President—Central Region of the Company since March 2009.
From April 2005 to March 2009, he served as Executive Director—Investments of the Company. From 2002 to
April 2005, he served as a Senior Regional Director of the Company and, from 1998 to 2002, he served as a
Regional Director of the Company, with responsibility for the Company’s portfolio in Nashville, St. Louis,
Louisville and Memphis. Prior to joining the Company, Mr. Harker was a Vice President of the Trammell Crow
Company from 1992 to 1998.

6

PROXY STATEMENT

Peter O. Schultz

Mr. Schultz, 55, has been Executive Vice President—East Region of the Company since March 2009. From
January 2009 to March 2009 he served as Senior Vice President—Portfolio Management of the Company. From
November 2007 to December 2008, he served as a Managing Director of the Company, with responsibility for
the Company’s East Region. From September 2004 to November 2007, he served as a Vice President — Leasing
of the Company, with responsibility for the Company’s leasing team and asset management plan implementation
in the East Region. From January 2001 to September 2004, he served as a Senior Regional Director of the
Company, with responsibility for the Company’s portfolio in Eastern Pennsylvania and Southern New Jersey.
From March 1998 to December 2000, he served as a Regional Director of the Company, with responsibility for
the Company’s portfolio in Eastern Pennsylvania. Prior to joining the Company, Mr. Schultz served as President
and Managing Partner of PBS Properties, Inc. from November 1990 to March 1998, prior to which time he was
Director of Marketing and Sales for the Pickering Group and Morgantown Properties. His professional
affiliations include the National Association of Industrial and Office Properties.

THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board of Directors. The Board of Directors currently consists of eight seats. In considering the
independence of its members, the Board of Directors applies the independence standards and tests set forth in
Sections 303A.02(a) and (b) of the Listed Company Manual of the NYSE. Applying such standards, the Board of
Directors has affirmatively determined that each of Messrs. Dominski, Hackett, Rau, Sharpe and Tyler and
Ms. Olsen, who collectively constitute a majority of the members of the Board of Directors, are independent
directors.

The Board of Directors held eight meetings and acted four times by unanimous consent during 2017. Each
of the directors serving in 2017 attended at least 75% of the total number of meetings of the Board of Directors
and of the respective committees of the Board of Directors of which such director was a member, in each case
held during the period for which he or she was serving as a director. Although the Company does not have a
formal policy regarding director attendance at Annual Meetings of Stockholders, all of the directors then-serving
attended the 2017 Annual Meeting of Stockholders. During 2017, Mr. Duncan, in his capacity as Chairman of the
Board, presided at meetings of all of the directors and Mr. Rau, in his capacity as Lead Independent Director,
presided at meetings of non-management directors.

The Board of Directors has adopted Corporate Governance Guidelines to reflect the principles by which it
operates and has adopted a Code of Business Conduct and Ethics, which includes the principles by which the
Company expects its employees, officers and directors to conduct Company business. The Corporate Governance
Guidelines and Code of Business Conduct and Ethics, as well as the charters of the Audit Committee,
Compensation Committee and Nominating/Corporate Governance Committee of the Board of Directors, are
accessible at the investor relations page of the Company’s website at www.firstindustrial.com and are available
in print free of charge to any stockholder or other interested party who requests them. The Company intends to
post on its website amendments to, or waivers from, any provision of the Company’s Code of Business Conduct
and Ethics. The Company also posts or otherwise makes available on its website from time to time other
information that may be of interest to investors and other interested parties. However, none of the information
provided on the Company’s website is part of the proxy solicitation material. See “Other Matters—Incorporation
by Reference” herein.

The Board of Directors has appointed an Audit Committee, a Compensation Committee, an Investment

Committee and a Nominating/Corporate Governance Committee.

Audit Committee. The Audit Committee is directly responsible for the appointment and oversight of our
independent registered public accounting firm. In connection with such responsibilities, the Audit Committee
is directly involved in the selection of the
approves the engagement of independent public accountants,
independent public accounting firm’s lead engagement partner, reviews with the independent public accountants
the audit plan, the audit scope, and the results of the annual audit engagement, pre-approves audit and non-audit

7

PROXY STATEMENT

services and fees of the independent public accountants, reviews the independence of the independent public
accountants and reviews the adequacy of the Company’s internal control over financial reporting. In addition, the
Audit Committee has responsibility for overseeing the Company’s enterprise and risk management and for
supervising and assessing the performance of the Company’s internal audit department.

The Audit Committee currently consists of Messrs. Hackett, Sharpe and Rau and Ms. Olsen. Each of
Messrs. Hackett, Sharpe and Rau and Ms. Olsen is, in the judgment of the Company’s Board of Directors,
independent as required by the listing standards of the NYSE and the rules of the SEC. Also, in the judgment of
the Company’s Board of Directors, each member is financially literate as required by the listing standards of the
NYSE. Further, in the judgment of the Company’s Board of Directors, Mr. Hackett is an “audit committee
financial expert,” as such term is defined in the SEC rules, and has “accounting or related financial management
expertise,” as defined in the listing standards of the NYSE. See Mr. Hackett’s biography on page 4. Mr. Hackett
is also the current Chairman of the Audit Committee. In 2017, the Audit Committee met five times.

Compensation Committee. The Compensation Committee has overall responsibility for approving and
evaluating the compensation plans, policies and programs relating to the executive officers of the Company. The
Compensation Committee administers the First Industrial Realty Trust, Inc. 2014 Stock Incentive Plan (the “2014
Stock Plan”), and has the authority to grant awards under the 2014 Stock Plan. The Compensation Committee
currently consists of Ms. Olsen, Mr. Sharpe and Mr. Tyler, each of whom are, in the judgment of the Company’s
Board of Directors, independent as required by the listing standards of the NYSE. Mr. Sharpe currently serves as
the Chairman of the Compensation Committee. In 2017, the Compensation Committee met four times and acted
once by unanimous consent.

Investment Committee. The Investment Committee provides oversight and discipline to the investment
process. The Investment Committee oversees implementation of our investment strategy, within parameters set
by the Board of Directors, reviews and approves specific transactions and keeps the Board of Directors regularly
apprised of our progress and performance with respect to our investment strategy. Investment opportunities are
described in written reports based on detailed research and analyses in a standardized format applying
appropriate underwriting criteria, and the Investment Committee meets with the Company’s investment
personnel and reviews each submission thoroughly. The Investment Committee’s charter details the required
approval authority for various types of transactions, with the level of approval required varying depending on the
type of transaction and the dollar amount involved, and the Investment Committee oversees the implementation
of such approval requirements. The membership of the Investment Committee currently consists of Messrs.
Hackett, Baccile, Dominski and Duncan, with Mr. Duncan currently serving as the Investment Committee’s
Chairman. In 2017, the Investment Committee met twelve times.

Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee
recommends individuals for election as directors at the Annual Meeting of Stockholders of the Company and in
connection with any vacancy that may occur on the Board of Directors. In turn, the Board of Directors either
approves by a majority vote all of the nominations so recommended by the Nominating/Corporate Governance
Committee or rejects all of the nominations, in each case in whole, but not in part. In the event that the Board of
Directors rejects the recommended nominations, the Nominating/Corporate Governance Committee develops a
new recommendation. In addition, the Nominating/Corporate Governance Committee develops and oversees the
Company’s corporate governance policies. The membership of
the Nominating/Corporate Governance
Committee currently consists of Messrs. Dominski, Hackett and Rau, each of whom, in the judgment of the
Board of Directors, is independent as required by the listing standards of the NYSE. Mr. Rau is the current
Chairman of the Nominating/Corporate Governance Committee. In 2017, the Nominating/Corporate Governance
Committee met twice, and also met in February 2018 to determine its nominations included in this Proxy
Statement.

The Nominating/Corporate Governance Committee will consider nominees recommended by stockholders
of the Company. In order for a stockholder to nominate a candidate for election as a director at an Annual
Meeting, proper notice must be given in accordance with the Company’s Bylaws and applicable SEC regulations

8

PROXY STATEMENT

to the Secretary of the Company. Pursuant to the Company’s Bylaws and applicable SEC regulations, such notice
of a director nominee must be provided to the Secretary of the Company not more than 150 days and not less
than 120 days prior to the first anniversary of the date the Company’s proxy statement for the prior year’s Annual
Meeting of Stockholders was released to stockholders. The fact
insist upon
compliance with these requirements should not be construed as a waiver by the Company of its right to do so at
any time in the future.

the Company may not

that

In general, it is the Nominating/Corporate Governance Committee’s policy that, in its judgment, its
recommended nominees for election as members of the Board of Directors of the Company must, at a minimum,
have business experience of a breadth, and at a level of complexity, sufficient to understand all aspects of the
Company’s business and, through either experience or education, have acquired such knowledge as is sufficient
to qualify as financially literate. In addition, recommended nominees must be persons of integrity and be
committed to devoting the time and attention necessary to fulfill their duties to the Company. While the
Nominating/Corporate Governance Committee has not adopted a formal diversity policy, the Company values
diversity, in its broadest sense, reflecting, but not limited to, profession, geography, gender, ethnicity, skills and
experience. As part of the nomination process, the Company endeavors to have a diverse Board of Directors
representing a range of experiences in areas that are relevant to the Company’s business and the needs of the
Board of Directors from time-to-time, and the Nominating/Corporate Governance Committee and the Board of
Directors considers highly qualified candidates, including women and minorities.

The Nominating/Corporate Governance Committee may identify nominees for election as members of the
Board of Directors through its own sources (including through nominations by stockholders made in accordance
with the Company’s Bylaws), through sources of other directors of the Company, and through the use of third-
party search firms. Subject
the Nominating/Corporate Governance
Committee will evaluate each nominee on a case-by-case basis, assessing each nominee’s judgment, experience,
independence, understanding of the Company’s business or that of other related industries, and such other factors
as the Nominating/Corporate Governance Committee concludes are pertinent in light of the current needs of the
Company’s Board of Directors.

to the foregoing minimum standards,

Communications by Stockholders and Other Interested Parties. Stockholders of the Company and other
interested parties may send communications to the Board of Directors as a whole, to its individual members, to
its committees or to its non-management members as a group. Communications to the Board of Directors as a
whole should be addressed to “The Board of Directors;” communications to any individual member of the Board
of Directors should be addressed to such individual member; communications to any committee of the Board of
Directors should be addressed to the Chairman of such committee; and communications to non-management
members of the Board of Directors as a group should be addressed to the Lead Independent Director. In each
case, communications should be further addressed “c/o First Industrial Realty Trust, Inc., 311 South Wacker
Drive, Suite 3900, Chicago, Illinois 60606” or, if such communication is to be delivered on or following June 1,
2018, “c/o First Industrial Realty Trust, Inc., One North Wacker Drive, Suite 4200, Chicago, Illinois 60606.” All
communications will be forwarded to their respective addressees and, if a stockholder marks his or her
communication “Confidential,” will be forwarded directly to the addressee.

Board Leadership Structure and Lead Independent Director. Our Board of Directors recognizes that one of
its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective
oversight of management and a fully engaged, highly functioning Board of Directors. In establishing the
structure of the Board of Directors, we believe that the objective is to strengthen the independence and general
role of the Board of Directors with appropriate checks and balances on the power, actions and performance of our
Chief Executive Officer. Because Mr. Duncan, our Chairman of the Board, formerly served as our Chief
Executive Officer, the Board of Directors determined upon his appointment as Chairman in 2016 to create a Lead
Independent Director position to provide leadership to our independent directors and liaise on their behalf with
our Chief Executive Officer and Chairman as may be appropriate. The Board of Directors has chosen Mr. Rau,
the Chairman of its Nominating/Corporate Governance Committee, to serve as Lead Independent Director.
Mr. Rau, as Lead Independent Director, chairs the executive sessions of the independent directors and is

9

PROXY STATEMENT

empowered to call meetings of the independent directors. The Lead Independent Director also has the authority
to approve information sent to the Board of Directors, as well as meeting agendas and schedules.

Board Oversight of Risk Management. The Board of Directors oversees the business of the Company and
our stockholders’ interests in the long-term financial strength and overall success of the Company’s business. In
this respect, the Board of Directors is responsible for overseeing the Company’s risk management. The Board of
Directors delegates many of these functions to the Board’s committees. Each committee of the Board of
Directors is responsible for reviewing the risk exposure of the Company related to the committees’ areas of
responsibility and providing input to the Board of Directors on such risks. The Board of Directors and its
committees regularly review material strategic, operational, financial, compensation and compliance risks with
management.

For example, under its charter, the Audit Committee is required to assist the Board of Directors in fulfilling
its oversight responsibilities by reviewing the financial information that will be provided to the stockholders, the
systems of internal controls that management and the Board of Directors have established and the audit process.
The Audit Committee is responsible for facilitating communication between the Company’s independent auditors
and the Board of Directors and management, and for reviewing with the independent auditors the adequacy of the
Company’s internal controls. The Audit Committee also reviews with management the Company’s major
financial risk exposures and the steps management has taken to monitor and control such exposures, including
the Company’s risk assessment and risk management policies and the Company’s cyber-security risk exposure
and mitigation efforts.

Similarly,

the Compensation Committee strives to adopt compensation incentives that encourage
appropriate risk-taking behavior consistent with the Company’s long-term business strategy. We do not believe
that our compensation policies and practices are reasonably likely to have a material adverse effect on the
Company. The Compensation Committee has focused on aligning our compensation policies with our
stockholders’ long-term interests and avoiding short-term rewards for management or awards that encourage
excessive or unnecessary risk-taking. For example, a substantial amount of compensation provided to the
Company’s executive officers is in the form of equity awards for which the ultimate value of the award is tied to
the Company’s stock price, and which awards are subject to long-term vesting schedules, thereby aligning the
Company’s executive officers’ interests with those of our stockholders. In addition, annual cash and equity
bonuses provided to management under the 2017 Employee Bonus Plan (as defined on page 16) were contingent,
among other factors, upon the Company’s satisfaction of prescribed levels of funds from operations (“FFO”),
same store net operating income growth and fixed charge coverage ratio. Because these awards are directly tied
to increased financial performance and stock price, in line with our stockholders’ interests, we believe that none
of these types of awards contribute to excessive or unnecessary risk-taking.

10

PROXY STATEMENT

DIRECTOR COMPENSATION

Compensation of non-employee directors is periodically reviewed by the Compensation Committee of the
Board of Directors, which makes any recommendations of compensation changes to the entire Board of
Directors. Non-employee directors are not entitled to retirement benefits, incentive compensation or perquisites
for their service, although they are reimbursed for their out-of-pocket expenses for meeting attendance.

The Company provided the following compensation to our non-employee directors in 2017:
‰ annual cash fees of $70,000 and annual grants of restricted common stock with a grant date fair value of

approximately $70,000;

‰ annual cash fees of $25,000 and $50,000 for service as the Lead Independent Director and as the

Chairman of the Board of Directors, respectively; and

‰ annual supplemental fee for chair and committee service as set forth in the following table:

Committee

Annual Fee

Chair ($) Member ($)

Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nominating/Corporate Governance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,000
20,000
15,000
—

9,000
7,500
6,000
7,500

The Company does not pay additional compensation to directors who are also employees of the Company,
such as Mr. Baccile, our Chief Executive Officer. Additionally, no fees are paid for attendance at in-person or
telephonic meetings of the Board of Directors and its committees. Mr. Duncan, the Chairman of our Board of
Directors, does not receive any non-chair service fees for committee service in addition to the fee he receives for
service as Chairman of the Board of Directors.

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PROXY STATEMENT

DIRECTOR COMPENSATION TABLE

Name

Matthew S. Dominski . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruce W. Duncan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
H. Patrick Hackett, Jr.
Denise A. Olsen(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John Rau . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
L. Peter Sharpe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
W. Ed Tyler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fees Earned
or Paid in
Cash ($)

83,500
120,000
113,500
11,807
119,000
99,000
77,500

Stock
Awards(1)(2)
($)

70,000
1,660,019
70,000
—
70,000
70,000
70,000

Total
Compensation ($)

153,500
1,780,019
183,500
11,807
189,000
169,000
147,500

(1) Represents 2,518 shares of restricted Common Stock granted to Messrs. Dominski, Duncan, Hackett, Rau,
Sharpe and Tyler during May 2017, which vest on the earlier of the first anniversary of the grant date or the
Company’s next annual shareholder meeting. Pursuant to the 2016 Employee Bonus Plan, in recognition of
his service as President and Chief Executive Officer of the Company in 2016, Mr. Duncan also received an
equity bonus of 60,480 shares of restricted Common Stock granted during February 2017, which vests in
equal installments on January 1, 2018, 2019 and 2020. Amounts reflect the aggregate grant date fair value of
each award as determined under the Financial Accounting Standards Board Accounting Standards
Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). See note 11 to our
consolidated financial statements included in our Annual Report on Form 10-K for the year ended
December 31, 2017 for a discussion of the assumptions used in valuing such awards.

(2) Other than the 2017 restricted Common Stock grants listed above,

the only stock awards held by
non-employee directors that were not vested as of the end of fiscal year 2017 are the following stock awards
held by Mr. Duncan: (a) 73,256 shares of restricted Common Stock and (b) 23,099 performance units
granted in 2016 together with dividend equivalents with respect to such performance units. The number of
unvested performance units and dividend equivalents is reflected based on maximum achievement of
performance measures applicable to the 2016 LTIP Awards (as defined on page 20).

(3) Ms. Olsen was appointed to the Board of Directors on November 7, 2017. During 2017, Ms. Olsen received
a pro-rated portion of the annual cash director’s fee and a pro-rated portion of the annual cash fee for
non-chair service on the Audit Committee.

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PROXY STATEMENT

2017 ACCOMPLISHMENTS

COMPENSATION DISCUSSION AND ANALYSIS

2017 was a successful year for the Company, marked by continued execution of our strategy: driving long-
term cash flow growth and value for stockholders through leasing, enhancing our portfolio through new
developments and acquiring and selling select properties and maintaining our strong balance sheet.

Decisions by the Board of Directors on executive compensation are reflective of the Company’s strong

performance during the year, including:

‰ Delivering total return to stockholders of 15.5%;

‰ Growing our Common Stock dividend by 10.5%;

‰ Maintaining high levels of in-service portfolio occupancy, ending the year at 97.3%;

‰ Growing cash rental rates on new and renewal leases by 8.6%;

‰ Completing three developments totaling 1.5 million square feet, comprised of buildings in Southern

California, Phoenix and Chicago, with an estimated total investment of $94.5 million;

‰ Starting five new developments totaling 3.2 million square feet, comprised of buildings in Southern
California, Central Pennsylvania, Phoenix, Chicago and Houston, with an estimated investment of
$204.3 million;

‰ Acquiring eight industrial properties comprising 1.1 million square feet plus several development sites for

a total of $174.2 million;

‰ Selling 60 industrial properties totaling 4.6 million square feet and one land parcel for a total of

$236.1 million;

‰ Returning to the unsecured debt market by closing on a $200 million private placement of long-term

unsecured notes with a weighted average interest rate of 4.34%; and

‰ Obtaining an upgrade of our issuer default rating to ‘BBB’ from Fitch Ratings and obtaining upgrades of

our outlook to positive from both Moody’s Investor Service and S&P Global Ratings.

OBJECTIVES AND DESIGN OF COMPENSATION PROGRAM

The Company maintains the philosophy that compensation of its executive officers and other employees
should serve the best interests of the Company’s stockholders. Accordingly, the Company believes that its
executive compensation program should not only serve to attract and retain talented and capable individuals, but
should also provide them with proper incentives linked to performance criteria that are designed to maximize the
Company’s overall performance. To this end, the Company’s compensation program consists of a mix of
compensation that is intended to compensate executive officers for their contributions during the year, and to
reward them for achievements that lead to increased Company performance and increases in stockholder value.

THE EXECUTIVE COMPENSATION PROCESS AND THE ROLE OF EXECUTIVE OFFICERS IN
COMPENSATION DECISIONS

The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) has
the overall responsibility for approving and evaluating the compensation plans, policies and programs relating to
the executive officers of the Company. The Compensation Committee typically formulates compensation
beginning in December of the prior fiscal year and continuing through the first quarter of the applicable fiscal
year, by setting that year’s salary and, if applicable, maximum cash and equity bonuses for the Company’s
employees, including those named executive officers listed in the Summary Compensation Table on page 23 (the
the
“Named Executive Officers”). Also,

typically in the first quarter of

the applicable fiscal year,

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PROXY STATEMENT

Compensation Committee adopts, and the full Board of Directors ratifies, the performance criteria to be used for
that year in determining the incentive compensation of the Company’s employees,
including the Named
Executive Officers, other than those covered by separate plans or agreements. Then, after the end of the
applicable fiscal year, the Compensation Committee meets to determine incentive compensation to be paid to the
Company’s employees, including the Named Executive Officers, with respect to the year just ended, pursuant to
the performance criteria or, as applicable, pursuant to separate plans or agreements. Per such determination, the
Committee approves cash bonuses and restricted Common Stock awards, typically in February or March.

Historically, the Company’s Chief Executive Officer and Chief Financial Officer have participated in
meetings with the Compensation Committee at various times throughout the year. During the first quarter of the
applicable fiscal year,
they typically meet with the Compensation Committee to present and discuss
recommendations with respect to the applicable fiscal year’s salaries and maximum cash and equity bonuses for
the Named Executive Officers, other than themselves. Also, in the first quarter of each year, they typically meet
with the Compensation Committee to present and discuss recommendations with respect
to incentive
compensation for the year just ended. In addition, they traditionally meet with the Compensation Committee
regarding employment agreements that the Company has entered into (if any) and, if a compensation consultant
has been engaged by the Compensation Committee to evaluate the Company’s compensation programs, assist the
Compensation Committee in providing compensation information to such consultant. However, neither our Chief
Executive Officer nor our Chief Financial Officer participates in any decisions or determinations with respect to
their own compensation.

Periodically, although not every year, the Company and the Compensation Committee engage the services
of outside consultants to evaluate the Company’s executive compensation program. The Compensation
Committee did not use the services of any such compensation consultant during 2017. The Compensation
Committee retains the discretion to engage compensation consultant(s) to review the Company’s executive
compensation programs. Consistent with SEC rules, prior to any such engagement(s), the Company will assess
any potential conflicts of interest the advisor may have that may negatively impact their independence to
determine whether the retention of any compensation consultant to advise the Compensation Committee on
executive compensation matters will create a conflict of interest.

The Compensation Committee previously used independent compensation consultants FPL Associates, L.P.
(“FPL”) to, among other things: (1) assist
the Compensation Committee in applying our compensation
philosophy for the Named Executive Officers, including the determination of the portion of total compensation
awarded in the form of base salary, annual incentives and equity-based compensation, as well as selecting the
appropriate performance metrics and levels of performance; (2) analyze compensation conditions among the
Company’s peers, and assess the competitiveness and appropriateness of compensation levels for the Named
Executive Officers; (3) recommend to the Compensation Committee any modifications or additions to the
Company’s existing compensation programs that it deemed advisable; (4) make specific recommendations to the
Compensation Committee for base salary, annual incentives and equity-based awards for the Named Executive
Officers; and (5) assist with the establishment of the Long-Term Incentive Program (as described in greater detail
starting on page 19 under “Long-Term Incentive Program”).

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PROXY STATEMENT

As part of its review in 2013, FPL surveyed the compensation programs of 30 real estate companies. This
peer group, which was referenced primarily to gauge the general appropriateness of the Company’s overall
executive compensation structure, included the following companies, 15 of which at such time had a total
capitalization smaller than the Company’s and 15 of which at such time had a total capitalization larger than the
Company’s:

Acadia Realty Trust
Colonial Properties Trust
DiamondRock Hospitality Company
EPR Properties
Felcor Lodging Trust Incorporated
LaSalle Hotel Properties
Omega Healthcare Investors, Inc.
PS Business Parks, Inc.
Sovran Self Storage, Inc.
Sunstone Hotel Investors, Inc.

American Assets Trust, Inc.
CubeSmart
Dupont Fabros Technology, Inc.
Equity One, Inc.
Glimcher Realty Trust
Lexington Realty Trust
Pennsylvania Real Estate Investment Trust
RLJ Lodging Trust
Strategic Hotels & Resorts, Inc.
W. P. Carey Inc.

Ashford Hospitality Trust, Inc.
DCT Industrial Trust Inc.
EastGroup Properties, Inc.
Extra Space Storage Inc.
Hersha Hospitality Trust
Medical Properties Trust, Inc.
Post Properties, Inc.
Saul Centers, Inc.
Sun Communities, Inc.
Washington Real Estate Investment Trust

The Compensation Committee used the peer group data provided in connection with FPL’s survey not as a
benchmark per se, but rather as a reference point to gauge generally the appropriateness of the Company’s
executive compensation programs.

EXECUTIVE COMPENSATION COMPONENTS

The components of the Company’s executive compensation program are base salary, cash and equity
incentive bonuses, long-term performance awards, benefits and perquisites. Each component of the Company’s
executive compensation program is intended to attract and retain talented, capable individuals to the Company’s
executive ranks.

Base salary, benefits and perquisites are intended to provide a level of fixed compensation to the Named
Executive Officers for services rendered during the year. Increases to base salary are typically a function of
individual performance and general economic conditions. Benefits and perquisites that are generally available to
the Company’s employees, including the Named Executive Officers, currently include: premiums paid on term
life, short-term and long-term disability insurance; standard health insurance; and 401(k) matching contributions.
Car allowances are offered to select employees of the Company, including some of the Named Executive
Officers. In addition, Mr. Baccile is provided certain relocation benefits as provided in his employment
agreement.

Incentive bonuses, by contrast, are linked to, and are a function of, the achievement of performance criteria
that are designed with the intention of incentivizing the Named Executive Officers to maximize the Company’s
overall performance. Incentive bonuses are awarded as cash or equity or a combination thereof. The
Compensation Committee does not have a specific policy regarding the mix of cash and non-cash compensation
awarded to the Named Executive Officers. Although the exact percentages vary among individuals, equity
comprises approximately 40-50% of the potential incentive bonuses for the Named Executive Officers as a
group. For our Chief Executive Officer, the mix of cash and equity compensation he is entitled to receive is set
forth in his employment agreement. Additionally, his annual incentive bonuses will typically be payable in a
combination of cash and shares of restricted Common Stock, and it is expected that the portion paid in restricted
Common Stock will be proportionate to the equity incentive compensation received by the Company’s executive
officers generally.

Historically, base salary, benefits and perquisites have made up approximately 20-30% of a Named
Executive Officer’s total compensation in a typical year, while cash and equity incentive compensation has
comprised the remaining portion. Although this mix may vary from year to year, the Compensation Committee
strives to ensure that the Named Executive Officers’ compensation is largely performance-based. All equity
awards have a performance feature. Annual bonus awards of restricted Common Stock are granted based upon
prior year performance metrics, while our LTIP Awards (as defined on page 19) are earned based upon
performance metrics for future periods.

15

PROXY STATEMENT

The Compensation Committee believes that restricted Common Stock awards and LTIP Awards play an
important role in aligning management’s interests with those of the Company’s stockholders because restricted
Common Stock and Performance Units (other than the vesting and transfer restrictions applicable to them) are
economically equivalent to stockholders’ Common Stock. For this reason, restricted Common Stock and LTIP
Awards have been a significant part of executive compensation, although the Compensation Committee may use
other forms of equity compensation in the future.

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We have determined that our stockholders should vote on a say-on-pay proposal each year, consistent with
the preference expressed by our stockholders at our 2017 Annual Meeting of Stockholders. While the results of
each of these votes is non-binding, we believe that presenting this matter to our stockholders annually is an
important means of obtaining investor feedback on our compensation policies.

At our 2017 Annual Meeting of Stockholders, more than 97% of the votes cast in the vote on the
compensation of our Named Executive Officers as disclosed in the proxy statement for that meeting were in
favor of such compensation and, as a result, the compensation of our Named Executive Officers was approved by
our stockholders on an advisory basis. The Compensation Committee believes that these votes reflect our
stockholders’ affirmation of our compensation philosophy and the manner in which we compensate our
executives. In light of this support, the Board of Directors and Compensation Committee elected not to make any
changes to our executive compensation policies at this time.

To the extent that the advisory vote conducted at our 2018 Annual Meeting indicates a lack of support for
the compensation of our Named Executive Officers as disclosed in this Proxy Statement, we plan to consider our
stockholders’ concerns and expect that the Compensation Committee will evaluate whether any actions are
necessary to address those concerns.

SETTING EXECUTIVE COMPENSATION

Base Salary

The Company provides the Named Executive Officers with base salary to compensate them for services
rendered during the fiscal year. The base salaries of the Named Executive Officers are a function of either the
minimum base salaries specified in their employment agreements or the base salary negotiated at the time of an
executive’s initial employment, and any subsequent changes to such base salaries approved by the Compensation
Committee. In determining changes to such base salaries for any year, the Compensation Committee considers
individual performance of the Named Executive Officers in the most recently completed year, including
organizational and management development, and leadership exhibited from year-to-year. The Compensation
Committee also considers, but does not specifically benchmark compensation to, peer information provided by
compensation consultants. The Compensation Committee also considers general economic conditions prevailing
at the end of the most recently completed year, when the changes for the following year are typically determined.
The Company does not guarantee annual base salary increases to anyone. In September 2016, the Company
entered into an employment agreement with Mr. Baccile that provides, among other things, for a minimum
annual base salary of $750,000. For 2017, the base salaries paid to the other Named Executive Officers remained
unchanged as reflected in the Summary Compensation Table of this Proxy Statement.

Annual Incentive Bonuses

The Company provides its senior executives with annual incentive compensation, which currently includes
cash and equity awards, in the form of restricted Common Stock, to incentivize and reward them for Company
and individual performance. The Company does not guarantee annual bonuses to anyone.

2017 Employee Bonus Plan

For 2017, each Named Executive Officer participated in the incentive compensation plan generally available
to the Company’s employees (the “2017 Employee Bonus Plan”), which plan was recommended by the
Compensation Committee and adopted by the Board of Directors on March 2, 2017.

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PROXY STATEMENT

Under the 2017 Employee Bonus Plan, a “bonus pool” was funded based on the achievement by the
Company of certain identified thresholds of four performance categories. For 2017, these categories were (i) FFO
per share (as described below), (ii) same store NOI (“SS NOI”) growth (as described below), (iii) fixed charge
coverage ratio (as described below) and (iv) discretionary financial and non-financial objectives determined by
the Company’s Chief Executive Officer. The Compensation Committee believes that FFO per share is an
important measure of the Company’s performance because, 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, FFO captures the operating results of the long-term assets that
form the core of the Company’s business and makes comparison of the Company’s operating results with those
of other REITs more meaningful. The Compensation Committee believes that, because our success depends
largely upon our ability to lease space and to recover the operating costs associated with those leases from our
tenants, SS NOI is also an important measure of the Company’s performance. Finally, the Compensation
Committee believes that fixed charge coverage ratio is an important measure of the Company’s performance
because it is critical to maintaining and improving the rating on the Company’s unsecured debt.

Each of these performance categories may be adjusted by the Compensation Committee in its discretion to
exclude the effects of certain items. The Compensation Committee assigned weighting factors to each of the
performance categories, such that performance in certain categories had a more pronounced impact on the bonus pool
under the 2017 Employee Bonus Plan than did performance in other categories. The weighting factors were as follows:
Weighting Factor
Category

FFO(1) per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SS NOI(2) growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed charge coverage ratio(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discretionary objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

65%
10%
10%
15%

(1) FFO is a non-GAAP financial measure created by NAREIT as a supplemental measure of REIT operating
performance that excludes certain items from net income determined in accordance with GAAP. 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. Please see the
reconciliation of FFO to net income available to common stockholders contained in our Annual Report on
Form 10-K filed on February 26, 2018.

(2) SS NOI is a non-GAAP financial measure that provides a measure of rental operations and, as calculated by
the Company, does not factor in depreciation and amortization, general and administrative expense,
acquisition costs, interest expense, impairment charges, equity in income and loss from joint ventures,
income tax benefit and expense, gains and losses on retirement of debt, sale of real estate and
mark-to-market and settlement gain (loss) on interest rate protection agreements. The Company defines SS
NOI as revenues minus property expenses such as real estate taxes, repairs and maintenance, property
management, utilities, insurance and other expenses, minus the net operating income 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 net operating income differently. The major factors influencing SS NOI are
occupancy levels, rental rate increases or decreases and tenant recovery increases or decreases. Please see
the reconciliation of same store revenues and property expenses to SS NOI contained in our Annual Report
on Form 10-K filed on February 26, 2018.

(3) The Company is a party to certain lending arrangements that require the Company to maintain a specified
fixed charge coverage ratio. For purposes of the 2017 Employee Bonus Plan, the Company defined fixed
charge coverage ratio in accordance with that certain Second Amended and Restated Unsecured Revolving
Credit Agreement, dated as of March 10, 2015, a copy of which was filed with our Current Report on Form
8-K filed on March 12, 2015.

17

PROXY STATEMENT

The Compensation Committee established performance targets relating to each performance category for the
2017 Employee Bonus Plan. At target performance, the bonus pool is funded at the aggregate 75% level of
achievement. At maximum performance, the bonus pool is funded at the aggregate 125% level of achievement.
The Company’s 2017 performance in the identified performance categories resulted in the following funding of
the bonus pool associated with that performance category:

Category

Performance Target

Actual Result

Bonus Pool Funding%

FFO per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SS NOI growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed charge coverage ratio . . . . . . . . . . . . . . . . . . . . . .

$1.55(1)
3.75%(2)
3.31x

$1.64(1)
4.42%(2)
3.51x(3)

125%
97%
125%

(1) Amount excludes accruals for cash bonuses and certain other items.

(2) The Compensation Committee calculated SS NOI growth using a cumulative quarterly average as opposed
to the methodology traditionally utilized in our financial reporting, which measures the year-over-year
growth of our properties.

(3) Excludes the impact of gain recognized in 2017 in connection with insurance proceeds received related to a

casualty and involuntary conversion of a property that was destroyed by a fire.

The Compensation Committee determined that the funding percentage for the bonus pool with respect to the
discretionary objectives should be 80% based on the Company’s overall performance in 2017, as described in
greater detail on page 13 under “2017 Accomplishments.” Although the Company’s 2017 performance in the
identified performance categories allowed for an aggregate bonus pool funding percentage of up to the 115.5%
level of achievement, the Compensation Committee authorized an aggregate bonus pool available under the 2017
Employee Bonus Plan at the aggregate 100% level of achievement for cash and equity bonuses of all eligible
employees, including the Named Executive Officers. After determining the aggregate bonus pool available under
the 2017 Employee Bonus Plan, the Compensation Committee and our Chief Executive Officer allocated
individual awards based on the individual award recipients’ performance.

The bonuses for the Named Executive Officers at the 100% level of achievement for purposes of the 2017

Employee Bonus Plan were as follows:

Executive Officer

100% Achievement
Cash Bonus
(% of Base Salary)

100% Achievement
Equity Bonus
(% of Base Salary)

Peter E. Baccile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Scott A. Musil
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Johannson L. Yap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David G. Harker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peter O. Schultz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

225%
150%
200%
150%
150%

200%
100%
140%
100%
100%

18

PROXY STATEMENT

The actual percentage of cash and equity bonuses (the “Individual Cash Percentage” and the “Individual

Equity Percentage”) awarded to the Named Executive Officers were determined as described below.

The actual individual bonuses paid to the Named Executive Officers (other than Mr. Baccile) from the
bonus pool were determined by the Compensation Committee, after recommendations from our Chief Executive
Officer, based upon the respective officer’s achievement of the following individual performance objectives that
were approved by the Board of Directors and communicated to the officer:
Executive Officer

Individual Performance Objectives

Scott A. Musil

. . . . . . . . . Progress with respect to leverage and fixed charge coverage ratios, execution of the
Company’s equity offering, two private placement debt offerings and line of credit
and term loan amendments and overall investor relations, including Investor Day.

Johannson L. Yap . . . . . . . Progress with respect to investments and divestitures, completing and leasing
developments and overall performance of the West Region of the Company.

David G. Harker . . . . . . . . Progress with respect to investments, completing and leasing developments and

overall performance of the Central Region of the Company.

Peter O. Schultz . . . . . . . . Progress with respect to investments, completing and leasing developments and

overall performance of the East Region of the Company.

The actual individual bonus paid to Mr. Baccile from the bonus pool was determined by the Compensation
Committee based upon its assessment of the Company’s overall performance and the Company’s achievement of
the corporate performance goals under the 2017 Employee Bonus Plan.

The cash bonus payments and equity grants made in the first quarter of 2018 to each of our Named
Executive Officers in settlement of awards under the 2017 Employee Bonus Plan, together with the applicable
Individual Cash Percentage and Individual Equity Percentage, are reflected in the following table:
Shares of
Restricted
Stock(2)

Individual
Equity
Percentage (%)(1)

Grant Date
Fair Value
of Award ($)

Individual Cash
Percentage (%)(1)

Cash Bonus
Paid ($)

Executive Officer

Peter E. Baccile . . . . . . . . . . . . . . . .

Scott A. Musil

. . . . . . . . . . . . . . . . .

Johannson L. Yap . . . . . . . . . . . . . . .

David G. Harker . . . . . . . . . . . . . . . .

Peter O. Schultz . . . . . . . . . . . . . . . .

89%

98%

84%

96%

97%

1,499,000

390,000

636,000

345,000

365,000

100%

111%

108%

110%

116%

52,395

10,305

20,085

9,258

10,131

1,500,069

295,032

575,034

265,057

290,051

(1) The Individual Cash Percentage and Individual Equity Percentage each reflect the actual cash bonus or
equity issuance as a percentage of the respective 100% level of achievement amount for each individual.
(2) The number of shares approved by the Compensation Committee was determined based on the $28.63
closing price of the Common Stock on February 13, 2018, which was the date the Compensation Committee
approved awards under the 2017 Employee Bonus Plan.

For 2015 and 2016, the Named Executive Officers then employed by the Company participated in an

incentive compensation plan similar to the 2017 Employee Bonus Plan.

Long-Term Incentive Program

On June 25, 2013, upon recommendation from the Compensation Committee, the Board of Directors adopted the
Long-Term Incentive Program (the “LTIP”), effective as of July 1, 2013. The purpose of the LTIP is to provide
incentives for the achievement of longer-term sustained value creation metrics and retention by focusing on longer-
term fundamentals. Awards under the LTIP are predicated on the achievement of performance metrics, which ensures
that the Company is able to base awards on measurable performance factors and business results.

In additional to the initial grant of awards in 2013, the Board of Directors has authorized annual grants of
awards under the LTIP (“LTIP Awards”) since 2015 and the LTIP Awards granted in 2016, 2017 and 2018

19

PROXY STATEMENT

remain unvested. Other than the performance periods, each of the LTIP Awards have identical vesting criteria
and other terms and conditions. Grantees of LTIP Awards were issued a specified number of performance units
(“Performance Units”), each of which represents the right to receive, upon vesting, one share of Common Stock
plus dividend equivalents representing any dividends that accrued with respect to such share after the issuance of
the Performance Units and prior to the date of vesting. All vested Performance Units and dividend equivalents
will be settled in shares of Common Stock. Dividend equivalents are subject to the same restrictions as the
underlying unit award and will only be issued upon vesting.

Each LTIP Award vests based upon the relative annualized total stockholder return of our Common Stock as
compared to the MSCI U.S. REIT Index (RMS G) and the NAREIT Industrial Index (FNINDTR) over the
pre-established performance measurement period, as follows:

Total Company Stockholder Return for Performance
Period Relative to Total Return for Performance Period of Index

Percentage of
Performance Units Vested

Threshold . . . . . . . . . .
Target
. . . . . . . . . . . .
Stretch . . . . . . . . . . . .
Maximum . . . . . . . . .

Index minus 2%
Index plus 1%
Index plus 4%
Index plus 7%

25%
40%
85%
100%

Upon the consummation of a change of control of the Company, each grantee of an LTIP Award would
become vested in a number of Performance Units based on the level of achievement of the applicable
performance targets through the date of the change of control. In the event of a termination of a grantee’s
employment due to death or disability, the grantee would become vested in a pro rata number of Performance
Units based on the level of achievement of the applicable performance targets through the date of death or
disability. In the event of termination of a grantee’s employment due to voluntary retirement, the grantee would
become vested in a pro rata number of Performance Units based on the level of achievement of the applicable
performance targets through the end of the original performance period.

Effective January 1, 2016, the Board of Directors authorized a grant of Performance Units under the LTIP to be
made to certain employees of the Company, including each Named Executive Officer then employed by the Company
(the “2016 LTIP Awards”). The performance period for the 2016 LTIP Awards began on January 1, 2016 and ends on
December 31, 2018. Each of Messrs. Duncan, Harker, Musil, Schultz and Yap, the Company’s named executive
officers in 2016, received 21,981 Performance Units in connection with issuance of the 2016 LTIP Awards.

Effective January 1, 2017, the Board of Directors authorized a grant of Performance Units under the LTIP to
be made to certain employees of the Company, including each Named Executive Officer (the “2017 LTIP
Awards”). The performance period for the 2017 LTIP Awards began on January 1, 2017 and ends on
December 31, 2019. Each of our Named Executive Officers received 16,922 Performance Units in connection
with issuance of the 2017 LTIP Awards.

Effective January 1, 2018, the Board of Directors authorized a grant of Performance Units under the LTIP to
be made to certain employees of the Company, including each Named Executive Officer (the “2018 LTIP
Awards”). The performance period for the 2018 LTIP Awards began on January 1, 2018 and ends on
December 31, 2020. Each of our Named Executive Officers received 15,240 Performance Units in connection
with issuance of the 2018 LTIP Awards.

Broad-Based Benefits

All full-time employees are eligible to participate in our health and welfare benefit programs, including

medical, dental and vision care coverage, disability insurance and life insurance, and our 401(k) plan.

Termination and Change-in-Control Triggers

Mr. Baccile is the only Named Executive Officer with an employment agreement. His agreement, along
with the separate agreements with respect to his restricted Common Stock and LTIP Awards granted pursuant to

20

PROXY STATEMENT

the Company’s 2014 Stock Plan, specify events, including change-in-control, that trigger the payment of cash
and, as discussed above, vesting in restricted Common Stock and his LTIP Awards. Each of the other Named
Executive Officers that is currently employed by the Company has an agreement with respect to each of his
restricted Common Stock and LTIP Awards granted pursuant to the Company’s 2014 Stock Plan that specify
events, including change-in-control, that trigger the vesting of such awards. The Company believes having such
events as triggers for the payment of cash and/or vesting in restricted Common Stock and Performance Units
promotes stability and continuity of management. See “Potential Payments Upon Termination or Change of
Control” starting on page 28 for more information on the payments triggered by such events.

Stock Ownership Guidelines

The stock ownership guidelines for the Company’s directors and senior executive officers are as follows:

Position

Retainer/
Base Salary
Multiple

Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chief Financial Officer, Chief Investment Officer and Executive Vice Presidents . . . . . . . . . . . . . . .

3x
5x
4x

The stock ownership goal for each person subject to the ownership guidelines is determined on an individual
basis, using each such person’s current retainers or base salaries and the greater of (i) the market price on the date
of purchase or grant of such Common Stock (or equity valued by reference to Common Stock) or (ii) the market
price of such Common Stock (or equity valued by reference to Common Stock) as of the date compliance with
the stock ownership guidelines is measured. For persons assuming a director or senior executive officer level
position, the stock ownership goal must be achieved within five years after the date they assume such position. A
copy of the Stock Ownership Guidelines can be found on the Investor Relations/Corporate Governance section of
the Company’s website at www.firstindustrial.com. All of our directors and Named Executive Officers are
currently in compliance with the guidelines.

Until the directors and senior executive officers reach their respective stock ownership goal, they will be
required to retain (i) shares that are owned on the date they became subject to the Stock Ownership Guidelines
and (ii) at least seventy-five percent (75%) of “net shares” or net-after-tax shares delivered through the
Company’s executive compensation plans. If the director or senior executive officer transfers an award to a
family member, the transferee becomes subject to the same retention requirements. Until the director and senior
executive officer stock ownership goals have been met, shares may be disposed of only for one or more of the
excluded purposes set forth in the Company’s Stock Ownership Guidelines.

Hedging and Pledging Prohibition

The Company’s insider trading policy prohibits, among other things, its directors and employees from
entering into hedging or monetization transactions with respect to the Company’s securities and from holding the
Company’s securities in margin accounts or otherwise pledging such securities as collateral for loans.

Tax Implications

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally limits the
deductible amount of annual compensation paid by a public company to a “covered employee” (the chief
executive officer, the chief financial officer and the three other most highly compensated executive officers of
the company required to be included in the summary compensation table) to no more than $1 million. For future
years, a “covered employee” will also include any individual who was considered a covered employee for the
2018 taxable year or any taxable year thereafter. The Company does not believe that Section 162(m) of the Code
is applicable to its current arrangements with its executive officers.

21

PROXY STATEMENT

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of the Company has reviewed, and discussed with
management, the Compensation Discussion and Analysis included in this Proxy Statement. Based on such review
and discussions, the Compensation Committee recommended to the Board of Directors of the Company that the
Compensation Discussion and Analysis be included in this Proxy Statement and, through incorporation by
reference from this Proxy Statement, the Company’s Annual Report on Form 10-K for the Company’s fiscal year
ended December 31, 2017.

Submitted by the Compensation Committee:

L. Peter Sharpe, Chairman
Denise A. Olsen
W. Ed Tyler

22

PROXY STATEMENT

SUMMARY COMPENSATION TABLE

The Summary Compensation Table below sets forth the aggregate compensation for Peter E. Baccile, the
Company’s President and Chief Executive Officer; Scott A. Musil, the Company’s Chief Financial Officer; and
certain of the Company’s other highly compensated executive officers as required by SEC rules. The 2017 Grants
of Plan-Based Awards table following the Summary Compensation Table provides additional information
regarding incentive compensation granted by the Company to these officers in 2017.

Name and Principal Position

Peter E. Baccile(5) . . . . . . . . . . .
President and Chief Executive
Officer
Scott A. Musil

. . . . . . . . . . . . .

Chief Financial Officer

Johannson L. Yap . . . . . . . . . . .
Chief Investment Officer
and Executive Vice President
–West Region

David G. Harker . . . . . . . . . . . .
Executive Vice President –
Central Region

Peter O. Schultz . . . . . . . . . . . .
Executive Vice President –
East Region

Year

2017
2016
—
2017
2016
2015
2017
2016
2015

2017
2016
2015
2017
2016
2015

Salary
($)

750,000
187,500
—
265,000
265,000
265,000
379,000
379,000
379,000

240,000
240,000
240,000
250,000
250,000
250,000

Bonus
($)(1)

—
325,533
—
—
—
—
—
—
—

—
—
—

—
—
—

Stock
Awards
($)(2)

502,535(6)

—
—

523,594(6)
521,162
480,102
788,597(6)
796,133
630,093

528,562(6)
521,162
463,586
508,608(6)
501,160
475,089

Non-Equity
Incentive Plan
Compensation
($)(3)

All Other
Compensation
($)(4)

1,499,000
—
—
390,000
385,000
375,000
636,000
601,000
550,000

345,000
365,000
350,000
365,000
350,000
340,000

107,475
48,017
—
10,000
9,867
9,853
19,600
19,467
19,453

17,200
17,067
17,053
18,400
18,267
18,253

Total
($)

2,859,010
561,050
—
1,188,594
1,181,029
1,129,955
1,823,197
1,795,600
1,578,546

1,130,762
1,143,229
1,070,639
1,142,008
1,119,427
1,083,342

(1) Amount reflects a pro-rated cash bonus paid to Mr. Baccile in March 2017 for 2016 service pursuant to his

employment agreement.

(2) Amounts reflect the aggregate grant date fair value of each award as determined under FASB ASC Topic
718. See note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2017 for a discussion of the assumptions used in valuing the 2017 awards.
Amounts reflected were not actually received in the year reported and do not necessarily reflect the amounts
that will actually be realized under the respective awards.

(3) Amounts for 2017 reflect cash awards paid in March 2018 under the 2017 Employee Bonus Plan. The
terms of awards under the 2017 Employee Bonus Plan are described in the Compensation

material
Discussion and Analysis under “2017 Employee Bonus Plan.”

(4) For 2017, includes car allowances paid on behalf of Messrs. Baccile, Yap, Harker and Schultz, $87,875 in
reimbursement of certain commuting, housing and other expenses paid to Mr. Baccile and a term life
insurance premium, short-term and long-term disability insurance premiums and 401(k) matching
contributions paid on behalf of each Named Executive Officer.
(5) Mr. Baccile was not a Named Executive Officer prior to 2016.
(6) Amount reflects (a) awards of 10,992, 11,793, 21,873, 11,982, and 11,223 shares of service-based restricted
Common Stock granted to Messrs. Baccile, Musil, Yap, Harker and Schultz, respectively, in 2017 in
connection with the 2016 Employee Bonus Plan, valued at $26.29 per share under FASB ASC Topic 718
and (b) awards of 16,922 Performance Units (assuming maximum performance) with a 36-month
performance period granted in 2017 to each of Messrs. Baccile, Musil, Yap, Harker and Schultz valued at
$12.62 per unit under FASB ASC Topic 718. If the grant date price of Common Stock ($28.07 – the closing
price of the Common Stock on January 3, 2017, the first trading day following the grant date of January 1,
2017) were used to value the 16,922 Performance Units, the value of the Performance Units would be
$475,001 rather than the $213,556 value reflected in the above table.

23

PROXY STATEMENT

PAY RATIO DISCLOSURE

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule
requiring annual disclosure of the ratio of the median employee’s annual total compensation to the annual total
compensation of the principal executive officer. This ratio is commonly referred to as the “CEO Pay Ratio.” The
Company’s principal executive officer is Peter E. Baccile, our President and Chief Executive Officer.

In determining the median employee, a list of all full-time and part-time employees, exclusive of
Mr. Baccile, was prepared based on active employees included in the Company’s payroll system as of
December 31, 2017. Salaries and wages were annualized for those employees that were not employed for the full
year of 2017 and were further adjusted to include the annual bonus at the payout level made to employees
generally for those not employed on the bonus payment date. The Company believes this compensation measure
has been consistently applied to all employees. Salaries and wages were ranked from lowest to highest and the
median employee was selected from the list. The total annual compensation of the median employee was then
calculated in the same manner as the total compensation disclosed for Mr. Baccile in the Summary
Compensation Table shown above.

The total compensation for the Chief Executive Officer was $2,859,010 (as disclosed in the Summary
Compensation table) and the total compensation for the median employee was $89,956. The compensation for
the median employee was calculated by totaling all applicable elements of the median employee’s compensation
for 2017, consisting of salary, bonus, the Company’s 401(k) matching contribution and insurance premiums.

For 2017, the ratio of the annual total compensation of Mr. Baccile, our Chief Executive Officer, to the
median of the annual total compensation of all of our employees (other than Mr. Baccile) was approximately 32
to 1.

24

2017 GRANTS OF PLAN-BASED AWARDS

PROXY STATEMENT

Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards

Estimated Future Payouts
Under Equity Incentive
Plan Awards(4)

Name

Grant
Date(1)

Threshold
($)

Target(2)
($)

Maximum(3)
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Scott A. Musil

Peter E. Baccile . . . . . . . . . . 1/1/2017
2/14/2017
2/14/2017
. . . . . . . . . . . 1/1/2017
2/14/2017
2/14/2017
Johannson L. Yap . . . . . . . . 1/1/2017
2/14/2017
2/14/2017
David G. Harker . . . . . . . . . . 1/1/2017
2/14/2017
2/14/2017
Peter O. Schultz . . . . . . . . . . 1/1/2017
2/14/2017
2/14/2017

—
—
—
—
—
—
—
—
—
—
—
—
—
—
—

—
1,267,500
—
—
—
—
—
—
—
—
—
—
—
—
—

—
1,687,500
—
—
397,500
—
—
758,000
—
—
360,000
—
—
375,000
—

4,231
—
—
4,231
—
—
4,231
—
—
4,231
—
—
4,231
—
—

6,769
—
—
6,769
—
—
6,769
—
—
6,769
—
—
6,769
—
—

16,922
—
—
16,922
—
—
16,922
—
—
16,922
—
—
16,922
—
—

All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(5)

Grant Date
Fair Value
of Stock
and Option
Awards
($)(6)

—
—
10,992
—
—
11,793
—
—
21,873
—
—
11,982
—
—
11,223

213,556
—
288,979
213,556
—
310,038
213,556
—
575,041
213,556
—
315,006
213,556
—
295,052

(1) Reflects the date such awards were made effective by the Compensation Committee or the Board of

Directors, as applicable.

(2) For Mr. Baccile, amount reflects the target annual cash incentive bonus to which he is entitled pursuant to
the terms of his employment agreement. No threshold or target amounts were established with respect to
awards under the 2017 Employee Bonus Plan for the other Named Executive Officers.

(3) Amounts reflect the 100% level of achievement cash incentive bonus that could become payable to the
recipient under the 2017 Employee Bonus Plan. The material terms of awards under the 2017 Employee
Bonus Plan are described in the Compensation Discussion and Analysis under “2017 Employee Bonus Plan.”
(4) Reflects performance units granted under our Long-Term Incentive Program, the material terms of which are
described in the Compensation Discussion and Analysis under “Long-Term Incentive Program.” The
amounts actually earned with respect to the 2017 LTIP Awards, if any, would not be earned until the end of
the applicable performance period.

(5) Amounts reflect the shares of service-based restricted Common Stock granted in 2017 for service in 2016
under the 2016 Employee Bonus Plan. Such restricted Common Stock awards vest ratably over a period of
three years.

(6) Amounts reflect the aggregate grant date fair value of each stock award as determined under FASB ASC
Topic 718. Amounts reflected were not actually received in 2017 and do not necessarily reflect the amounts
that will actually be realized with respect to the restricted Common Stock grants or 2017 LTIP Awards.

25

PROXY STATEMENT

Employment Agreement with Mr. Baccile

On August 2, 2016, Mr. Baccile entered into an employment agreement with the Company and its operating
partnership, First Industrial L.P. The agreement has an initial term expiring on December 31, 2019, unless
otherwise terminated. The agreement will automatically extend for up to two one-year periods provided that
neither Mr. Baccile nor the Company provides notice of intent to not renew to the other at least six months prior
to the expiration of the initial term or any subsequent renewal term.

Mr. Baccile’s employment agreement provides for a minimum annual base salary of $750,000. Under the
employment agreement, Mr. Baccile is eligible for annual cash performance bonuses under the Company’s
incentive bonus plan, based on the satisfaction of performance goals established by the Company’s
Compensation Committee in accordance with the terms of such plan, with a target annual cash bonus of 169% of
Mr. Baccile’s annual base salary and a maximum annual cash bonus of 225% of his annual base salary.
Mr. Baccile is entitled to participate in all long-term cash and equity incentive plans generally available to the
senior executives of the Company. Mr. Baccile has a target annual equity award of 150% of his base salary and a
maximum annual equity award of 200% of his base salary (the “Annual Awards”). Mr. Baccile is also entitled to
participate in the same manner as other senior executives of the Company in any awards issued under the
Company’s LTIP program. The Annual Awards and LTIP Awards may receive continued or additional vesting in
certain circumstances described in the employment agreement. Mr. Baccile is entitled to participate in all
executive and employee benefit plans and programs of the Company. Mr. Baccile’s employment agreement also
provides for a monthly automobile allowance of $800. In addition, Mr. Bacille was entitled to certain relocation
expenses, including reimbursement through August 31, 2017 for temporary living and commuting expenses not
to exceed $120,000 and reimbursement of 60% of his brokerage commissions on the sale of his primary
residence, up to a maximum of $285,000, provided such sale closes on or before December 31, 2018.

Mr. Baccile’s employment agreement also provides for payments and benefits to Mr. Baccile by the
Company in some circumstances in the event of a termination of employment or a change of control (which
payments and benefits are described starting on page 28 under “Potential Payments Upon Termination or Change
of Control”).

26

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2017

PROXY STATEMENT

Name

Number of Shares
or Units of Stock
That Have
Not Vested
(#)

Peter E. Baccile . . . . . . . . . . . . . . . . . . . . .
Scott A. Musil . . . . . . . . . . . . . . . . . . . . . .
Johannson L. Yap . . . . . . . . . . . . . . . . . . .
David G. Harker . . . . . . . . . . . . . . . . . . . .
Peter O. Schultz . . . . . . . . . . . . . . . . . . . .

10,992(3)
25,834(4)
47,566(5)
25,946(6)
24,507(7)

Stock Awards

Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
(#)(2)

17,374
40,472
40,472
40,472
40,472

Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
($)(1)

546,760
1,273,654
1,273,654
1,273,654
1,273,654

Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(1)

345,918
812,996
1,496,902
816,521
771,235

(1) These amounts were calculated based upon the closing price of our Common Stock as reported by the

NYSE for December 29, 2017 ($31.47), the last trading day of the year.

(2) Amounts reflect unvested Performance Units granted in 2016 and 2017 and dividend equivalents accrued
through December 31, 2017 with respect to such Performance Units. The vesting and other material terms of
the 2016 LTIP Awards and 2017 LTIP Awards are described in the Compensation Discussion and Analysis
under “Long-Term Incentive Plan.” The number of unvested Performance Units, and accrued dividend
equivalents, reflected is based on maximum achievement of the performance measures applicable to the
2016 LTIP Awards and 2017 LTIP Awards, as the Company achieved maximum performance through
December 31, 2017 with respect to such performance measures. With respect to Mr. Baccile, all 17,374 of
such Performance Units vest on December 31, 2019, subject to satisfaction of performance criteria. With
respect to the other Named Executive Officers, 23,098 and 17,374 of such Performance Units vest on
December 31, 2018 and 2019, respectively, subject to satisfaction of performance criteria.

(3) Of the shares of restricted Common Stock reported here, 3,664 vested in January 2018 and 3,664 vest in

January 2019 and in January 2020.

(4) Of the shares of restricted Common Stock reported here, 12,872 vested in January 2018, 9,031 vest in

January 2019 and 3,931 vest in January 2020.

(5) Of the shares of restricted Common Stock reported here, 23,210 vested in January 2018, 17,065 vest in

January 2019 and 7,291 vest in January 2020.

(6) Of the shares of restricted Common Stock reported here, 12,858 vested in January 2018, 9,094 vest in

January 2019 and 3,994 vest in January 2020.

(7) Of the shares of restricted Common Stock reported here, 12,265 vested in January 2018, 8,501 vest in

January 2019 and 3,741 vest in January 2020.

27

2017 OPTION EXERCISES AND STOCK VESTED

As of December 31, 2017, the Company had no outstanding options to acquire Common Stock. In 2017,
Performance Units (inclusive of accrued dividend equivalents related thereto) and shares of restricted Common
Stock held by the Named Executive Officers vested as described more fully in the table below.

PROXY STATEMENT

Name

Stock Awards

Number of Shares
Acquired on
Vesting
(#)(1)

Value Realized
on Vesting
($)

Peter E. Baccile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Scott A. Musil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Johannson L. Yap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David G. Harker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peter O. Schultz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
40,486
51,104
39,220
39,043

—
1,216,007
1,514,054
1,176,493
1,175,502

(1) The number of shares reported herein were acquired as a result of: (a) the vesting of restricted Common
Stock on January 1, 2017 (consisting of 14,820, 25,438, 14,837 and 13,377 shares for Messrs. Musil, Yap,
Harker and Schultz, respectively), the value of which is based on the closing price of Common Stock as
reported by the NYSE for January 3, 2017 ($28.07), the first trading day following the date of vesting of
such award and (b) the vesting of the 2015 LTIP Awards and dividend equivalents on December 31, 2017
(consisting of 25,666, 25,666, 24,383 and 25,666 Performance Units for Messrs. Musil, Yap, Harker and
Schultz, respectively), the value of which is based on the closing price of Common Stock as reported by the
NYSE for January 2, 2018 ($31.17), as the last trading day within the 10 days that are used to determine the
average closing price for the TSR calculation fell on a non-trading day. The value realized on vesting for
both the restricted Common Stock and the 2015 LTIP Awards is before payment of any applicable
withholding tax.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Employment Agreement with Mr. Baccile

The Company has entered into a written employment agreement with Mr. Baccile that provides for certain
lump sum payments, post-termination payments and post-termination benefits to Mr. Baccile by the Company in
some circumstances in the event of a termination of employment or a change of control.

In addition to the events of termination of employment identified in the following table, Mr. Baccile’s
employment agreement provides for payments in the event of his death or disability. Upon death or disability,
Mr. Baccile is entitled to (i) his base salary and vacation pay accrued through the date of his death or disability,
(ii) his accrued bonus for the fiscal year prior to the year of his death or disability, to the extent not paid, (iii) his
unreimbursed business expenses incurred through the date of his death or disability and (iv) any other benefits he
may be eligible for under the Company’s plans, policies or practices.

In the event Mr. Baccile’s employment agreement expires by its terms without renewal, Mr. Baccile is also
entitled to (i) his base salary and vacation pay accrued through the date the employment period ends, (ii) his
accrued bonus for the fiscal year prior to the year of the date the employment period ends, to the extent not paid,
(iii) his unreimbursed business expenses incurred through the date the employment period ends, (iv) any other
benefits he may be eligible for under the Company’s plans, policies or practices and (v) his regular annual bonus
for the fiscal year ending on the date the employment period ends, determined and paid in the ordinary course.
He would not be eligible for severance benefits or any additional vesting of any Annual Awards or LTIP Awards.
If the employment agreement is not renewed by action of the Company prior to December 31, 2021, Mr. Baccile
will continue to vest in his restricted Common Stock following his termination, provided that he executes a
release in favor of the Company and complies with certain restrictive covenants.

28

PROXY STATEMENT

Mr. Baccile’s employment agreement also contains important non-financial provisions that apply in the
event of a termination of employment or a change of control. Mr. Baccile has agreed to a one-year covenant not
to compete or solicit customers and a two-year covenant not to solicit Company employees after his termination.
His employment agreement does not provide for a gross-up payment in the event of any excise tax.

Stock Incentive Plans

Under the 2014 Stock Plan, restricted Common Stock vests in the event of a change of control. In addition,
such Stock Plans empower the Compensation Committee to determine other vesting events in the individual
restricted Common Stock awards, including vesting events such as involuntary termination of employment
without cause and termination due to disability or death. Currently outstanding award agreements provide for
accelerated vesting on a termination due to the participant’s disability or death. Assuming that the triggering
event occurred on December 31, 2017, each Named Executive Officer would have vested in restricted Common
Stock having the respective values set forth in the table under “Termination and Change of Control Payments”
below.

With respect to the 2016 LTIP Awards, 2017 LTIP Awards and 2018 LTIP Awards, upon the consummation
of a change of control of the Company, each grantee would become vested in a number of Performance Units
based on the level of achievement of the applicable performance targets through the date of the change of
control. In the event of a termination of a grantee’s employment due to death or disability, the grantee would
become vested in a pro rata number of Performance Units based on the level of achievement of the applicable
performance targets through the date of death or disability. In the event of termination of a grantee’s employment
due to voluntary retirement, the grantee would become vested in a pro-rated number of Performance Units based
on the level of achievement of the applicable performance targets through the end of the original performance
period.

Life Insurance

In addition to the events of termination of employment identified in the following table and above, each
Named Executive Officer is covered by a Company-provided life insurance policy generally available to the
Company’s employees. Such policy would entitle the respective Named Executive Officer’s beneficiary to a
payment of $400,000 in the event of such Named Executive Officer’s death.

29

Termination and Change of Control Payments

The following table includes estimated payments owed and benefits required to be provided to our Named
Executive Officers under the employment agreements and Stock Plans described above, exclusive of benefits
available on a non-discriminatory basis generally, in each case assuming that the triggering event described in the
table occurred on December 31, 2017.

PROXY STATEMENT

Name

Triggering
Event

Peter E. Baccile . . . . . . . . Change of Control(3)

Termination Following Change in Control

Termination w/o cause(4)

Death or Disability(6)

Scott A. Musil(5) . . . . . . . . Change of Control(3)

Termination w/o Cause

Death or Disability(6)

Johannson L. Yap(5)

. . . . . Change of Control(3)

Termination w/o Cause

Death or Disability(6)

David G. Harker(5)

. . . . . . Change of Control(3)

Termination w/o Cause

Death or Disability(6)

Peter O. Schultz(5) . . . . . . . Change of Control(3)

Termination w/o Cause

Death or Disability(6)

Accelerated
Equity
Awards
($)(1)

Medical
Insurance
Premiums
($)(2)

Severance
($)

— 892,678

—

6,542,750

5,534,000

— 43,798

— 43,798

— 528,168
— 2,086,650
—
—

— 1,479,854
— 2,770,556

—

—

— 2,163,760
— 2,090,175

—

—

— 1,483,378
— 2,044,889

—

—

— 1,438,093

—
—
—

—
—

—

—

—

—
—

—

—

(1) For purposes of estimating the value of awards of restricted Common Stock which vest, the Company has
considered any applicable employment agreement limitations and assumed a price per share of its Common
Stock of $31.47, which was the closing price of the Common Stock on December 29, 2017, the last trading
day of the year.

(2) Amount reflects 24 months of continued family coverage under our group health plan at active employee
rates and is calculated using the monthly premium for the year ended December 31, 2018, less the current
minimum contribution required by Mr. Baccile.

(3) Upon a change of control of the Company, the vesting of any restricted Common Stock held by the officer
will accelerate, and the 2016 LTIP Awards and 2017 LTIP Awards will vest based on the level of
achievement of the applicable performance targets through the date of the change of control. The amounts
reflected in this table for the unvested 2016 LTIP Awards and 2017 LTIP Awards are based on the highest
level of achievement of the applicable performance targets and include accrued dividend equivalents
through December 31, 2017.

(4)

Includes constructive discharge under the terms of Mr. Baccile’s employment agreement.

(5) None of Messrs. Musil, Yap, Harker or Schultz was a party to an employment agreement with the Company as
of December 31, 2017. As such, the amounts disclosed in this table relate only to awards of restricted Common
Stock and Performance Units granted to Messrs. Musil, Yap, Harker and Schultz under the 2014 Stock Plan.

(6) On a termination due to death or disability the Named Executive Officers are entitled to accelerated vesting of
all restricted Common Stock and prorated vesting of Performance Units based on attainment of performance
metrics through the date of death or disability. Amounts assume vesting at maximum performance.

30

EQUITY COMPENSATION PLANS

The following table sets forth information regarding the Company’s equity compensation plans as of

December 31, 2017.

PROXY STATEMENT

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

Equity Compensation Plans Approved by Security Holders . . . . . . . . .
Equity Compensation Plans Not Approved by Security Holders . . . . .

704,580
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

704,580

$—
—

$—

Number of
Securities
Remaining
Available
for Further
Issuance
Under Equity
Compensation
Plans

1,945,642
—

1,945,642

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2017, the Compensation Committee consisted of Mr. Sharpe and Mr. Tyler, who served as the
Company’s interim Chief Executive Officer from October 22, 2008 until January 9, 2009. Except for Mr. Tyler’s
and Mr. Sharpe’s services as directors, neither Mr. Sharpe nor Mr. Tyler had any other business relationship or
affiliation with the Company in 2017 requiring disclosure by the Company under Item 404 of Regulation S-K.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Transactions involving the Company and its executive officers and directors that are reportable under Item
404(a) of Regulation S-K are required by the Company’s written policies to be reported to and approved by the
Nominating/Corporate Governance Committee of
the Board of Directors. The Nominating/Corporate
Governance Committee addresses such transactions on a case-by-case basis, after considering the relevant facts
and circumstances.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) requires the
Company’s officers and directors, and persons who own more than ten percent of a registered class of the
Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE.
Officers, directors and “greater than ten-percent” stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms so filed.

Based solely on review of the copies of such forms furnished to the Company for 2017, all of the
Company’s officers, directors and “greater than ten-percent” stockholders timely filed all reports required to be
filed by Section 16(a) of the Exchange Act during 2017.

31

REPORT OF THE AUDIT COMMITTEE

PROXY STATEMENT

The Audit Committee reports that it has: (i) reviewed and discussed the Company’s audited financial
statements with management; (ii) discussed with the independent registered public accounting firm the matters
(such as the quality of the Company’s accounting principles and internal controls) required to be discussed by
Auditing Standard No. 1301, Communications with Audit Committees; and (iii) received written confirmation
from PricewaterhouseCoopers LLP that it is independent and written disclosures as required by applicable
requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s
communications with
discussed with
PricewaterhouseCoopers LLP its independence. Based on the review and discussions referred to in items
(i) through (iii) above, the Audit Committee recommended to the Board of Directors that the audited financial
statements be included in the Company’s annual report for the Company’s fiscal year ended December 31, 2017.

the Audit Committee

independence,

concerning

and

Submitted by the Audit Committee:

H. Patrick Hackett, Jr., Chairman
Denise A. Olsen
John Rau
L. Peter Sharpe

32

PROXY STATEMENT

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table presents information concerning the ownership of Common Stock of the Company and
limited partnership units (“Units”) of First Industrial, L.P. (which generally are redeemable for Common Stock
on a one-for-one basis or cash at the option of the Company) by:

‰ all directors named and nominees named in this Proxy Statement (the “named directors”);

‰ all Named Executive Officers identified in the Summary Compensation Table;

‰ all named directors and Named Executive Officers of the Company as a group; and

‰ persons and entities known to the Company to be beneficial owners of more than 5% of the Company’s

Common Stock.

The information is presented as of the Record Date, unless otherwise indicated, and is based on
representations of officers and directors of the Company and filings received by the Company on Schedule 13G
under the Exchange Act. As of the Record Date, there were 120,553,079 shares of Common Stock and 3,568,107
Units outstanding.

Names and Addresses of 5% Stockholders

Common Stock/Units
Beneficially Owned

Number

Percent of
Class

The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19,610,566

16.27%

BlackRock, Inc.(2)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

18,349,221

15.22 %

55 East 52nd Street
New York, NY 10022

Vanguard Specialized Funds – Vanguard REIT Index Fund(3) . . . . . . . . . . . . . . . . . . . . .

8,069,767

6.69 %

100 Vanguard Blvd.
Malvern, PA 19355

Names and Addresses of Directors and Officers*

Peter E. Baccile(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruce W. Duncan(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Matthew S. Dominski(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
H. Patrick Hackett, Jr.(6)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Denise A. Olsen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
John Rau(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
L. Peter Sharpe(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
W. Ed Tyler(5)
Scott A. Musil(7)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Johannson L. Yap(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
David G. Harker(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Peter O. Schultz(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All named directors and currently-serving executive officers as a group

61,474
880,397
29,637
65,410
0
60,129
62,737
94,969
124,972
293,713
114,057
127,425

**
**
**
**
**
**
**
**
**
**
* *
* *

(12 persons)(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,914,920

1.59%

*

The business address for each of the directors and Named Executive Officers of the Company is 311 South
Wacker Drive, Suite 3900, Chicago, Illinois 60606.

33

PROXY STATEMENT

** Less than 1%

(1) Pursuant to a Schedule 13G/A filed February 9, 2018 by The Vanguard Group (“Vanguard Group”). Of the
shares reported, Vanguard Group has the sole power to vote 294,084 shares, the shared power to vote
159,029 shares, the sole power to dispose of 19,307,727 shares and the shared power to dispose of 302,839
shares.

(2) Pursuant to a Schedule 13G/A filed January 19, 2018 by Blackrock, Inc. (“Blackrock”). Blackrock has the

sole power to vote 17,595,399 shares and sole power to dispose of all 18,349,221 shares.

(3) Pursuant to a Schedule 13G/A filed February 2, 2018 by Vanguard Specialized Funds – Vanguard REIT
Index Fund (“Vanguard REIT”). Of the shares reported, Vanguard REIT has the sole power to vote all
8,069,767 shares.

(4)

(5)

(6)

(7)

(8)

Includes 59,723 shares of restricted Common Stock issued under the 2014 Stock Plan.

Includes 2,518 shares of restricted Common Stock issued under the 2014 Stock Plan.

Includes 2,518 shares of restricted Common Stock issued under the 2014 Stock Plan. Of the shares of
Common Stock reported, 52,050 are held jointly with his wife.
Includes 23,267 shares of restricted Common Stock issued under the 2014 Stock Plan.

Includes 1,680 Units. Also includes 44,441 shares of restricted Common Stock issued under the 2014 Stock
Plan.

(9)

Includes 22,346 shares of restricted Common Stock issued under the 2014 Stock Plan.

(10) Includes 22,373 shares of restricted Common Stock issued under the 2014 Stock Plan.

(11) Includes 1,680 Units. Also includes 187,258 shares of restricted Common Stock issued under the 2014

Stock Plan.

34

PROXY STATEMENT

PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, our stockholders are entitled to vote to approve, on an
advisory or non-binding basis, the compensation of our Named Executive Officers as disclosed in this Proxy
Statement in accordance with SEC rules.

The Board of Directors believes that its executive compensation program serves the best interests of the
Company’s stockholders by not only attracting and retaining talented, capable individuals, but also providing
them with proper incentives linked to performance criteria that are designed to maximize the Company’s overall
performance. To this end, the Company’s compensation program consists of a mix of compensation that is
intended to compensate the Named Executive Officers for their contributions during the year and to reward them
for achievements that lead to increased Company performance and increases in stockholder value. Please refer to
“Compensation Discussion and Analysis” for a discussion of the compensation of our Named Executive Officers.

We are asking for stockholder approval of the compensation of our Named Executive Officers as disclosed
in this Proxy Statement
in accordance with SEC rules, which disclosures include the disclosures under
“Compensation Discussion and Analysis” and the compensation tables and the narrative discussion following the
compensation tables. This vote is not intended to address any specific item of compensation, but rather the
overall compensation of our Named Executive Officers and the policies and practices described in this Proxy
Statement.

This vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board
of Directors. The Board of Directors and the Compensation Committee value the opinions of the Company’s
stockholders and to the extent there is any significant vote against the compensation of our Named Executive
Officers as disclosed in this Proxy Statement, we will consider those stockholders’ concerns, and the
Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the
named executive officers, as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting of
Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission under
‘Compensation Discussion and Analysis’ and the compensation tables and the narrative discussion following the
compensation tables.”

The affirmative vote of the holders of a majority of the votes cast with a quorum present at the Annual

Meeting is required for advisory approval of this proposal.

The Board of Directors recommends an advisory vote FOR the approval of the compensation of the
Named Executive Officers as disclosed in this Proxy Statement.

35

PROXY STATEMENT

PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The accounting firm of PricewaterhouseCoopers LLP served as the Company’s independent auditors in
2017, and our management believes that they are knowledgeable about our operations and accounting practices
and are well qualified to act as our independent registered public accounting firm. Therefore, the Audit
Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as the Company’s independent
registered public accounting firm for the 2018 fiscal year. A representative of PricewaterhouseCoopers LLP will
be present at the Annual Meeting, will be given the opportunity to make a statement if he or she so desires and
will be available to respond to appropriate questions.

Our Charter and Bylaws do not require that our stockholders ratify the appointment of our independent
registered certified public accounting firm. We are doing so because we believe it is a matter of good corporate
practice. If our stockholders do not ratify the appointment, the Audit Committee will reconsider whether to retain
PricewaterhouseCoopers LLP but may still retain them. Even if the appointment is ratified, the Audit Committee,
in its discretion, may change the appointment at any time during the year if it determines that a change in
registered certified public accounting firm would be in the best interests of the Company and its stockholders.

FEES

During 2017 and 2016, the aggregate fees for services provided by PricewaterhouseCoopers LLP in the

following categories and amounts are:

2017

2016

Audit Fees(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit-Related Fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All Other Fees(4)

$1,123,000
—
—
142,862

$1,054,300
8,262
5,000
2,862

Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,265,862

$1,070,424

(1) Audit Fees consisted primarily of fees for audits of the Company’s annual financial statements, the reviews
of our quarterly financial statements and internal control over financial reporting and registration statement
related services performed pursuant to SEC filing requirements.
(2) Audit-Related Fees consisted of fees related to a joint venture audit.
(3) Tax Fees consisted of fees related to tax services related to federal and state tax return preparation of a joint

venture entity.

(4) All Other Fees include amounts related to technical research tools and $140,000 paid in 2017 for consulting

services related to operating procedures improvements.

PRE-APPROVAL OF SERVICES

The Audit Committee pre-approves all audit and permissible non-audit services proposed to be provided by the
Company’s independent registered public accounting firm. These services may include audit services, audit related
services, tax services and other services. Consideration and approval of such services, including the maximum
amount of fees payable for such services, generally occur at the Audit Committee’s regularly scheduled meetings.
In situations where it is impractical to wait until the next regularly scheduled meeting, the Audit Committee has
delegated the authority to approve the audit and permissible non-audit services, including the maximum amount of
fees payable for such services, to each of its individual members. Approvals of audit and permissible non-audit
services pursuant to the above-described delegation of authority are reported to the full Audit Committee.

The Board of Directors recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers
LLP as the Company’s independent registered public accounting firm for fiscal year 2018.

36

PROXY STATEMENT

SOLICITATION OF PROXIES

OTHER MATTERS

The cost of solicitation of proxies in the form enclosed herewith will be borne by the Company. In addition
to the solicitation of proxies by mail, the directors, officers and employees of the Company may also solicit
proxies personally or by telephone without additional compensation for such activities. The Company will also
request persons, firms and corporations holding shares in their names or in the names of their nominees, which
are beneficially owned by others, to send proxy materials to and obtain proxies from such beneficial owners. The
Company will reimburse such holders for their reasonable expenses.

Georgeson Shareholder Services, Inc. acts as the Company’s proxy solicitor at a cost of $8,500, plus

reasonable out of pocket expenses.

STOCKHOLDER PROPOSALS

Under applicable SEC rules, stockholder proposals intended to be presented at the 2019 Annual Meeting of
Stockholders must be received by the Secretary of the Company no later than December 11, 2018, in order to be
considered for inclusion in the proxy statement and on the proxy card that will be solicited by the Board of
Directors in connection with such meeting. Additionally, under our Bylaws, stockholder proposals intended to be
presented at the 2019 Annual Meeting of Stockholders must be received by the Secretary of the Company no
later than December 11, 2018, and no earlier than November 11, 2018, in order to be considered timely and must
comply with certain additional requirements contained in our Bylaws in order to be proper.

INCORPORATION BY REFERENCE

Appendix A to this Proxy Statement is the Company’s 2017 Annual Report, which includes its consolidated
financial statements and management’s discussion and analysis of financial condition and results of operations,
as well as certain other financial and other information required by the rules and regulations of the SEC.
Information contained in Appendix A to this Proxy Statement shall not be deemed to be “filed” or “soliciting
material,” or subject to liability for purposes of Section 18 of the Exchange Act to the maximum extent permitted
under the Exchange Act.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDERS MEETING TO BE HELD ON MAY 10, 2018

The Proxy Statement, Notice of Annual Meeting, Proxy Card and the Company’s 2017 Annual Report are
available on the “Proxy Statement” tab of the Investor Relations page on the Company’s website, at
www.firstindustrial.com.

For directions to attend the Annual Meeting in person, please contact Arthur J. Harmon, the Company’s

Vice President of Investor Relations and Marketing, at (312) 344-4320.

OTHER MATTERS

The Board of Directors does not know of any matters other than those described in this Proxy Statement that
will be presented for action at the Annual Meeting. If other matters are presented, it is the intention of the persons
named as proxies in the accompanying Proxy Card to vote in their discretion all shares represented by validly
executed proxies.

REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE
COMPANY. PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED
PROXY CARD TODAY.

37

APPENDIX A

2017 ANNUAL REPORT

EXPLANATORY NOTE

This 2017 Annual Report discusses the financial performance and results of operations of both First
Industrial Realty Trust, Inc., a Maryland corporation (the “Company”), and the operating partnership of which
the Company serves as general partner, First Industrial, L.P., a Delaware limited partnership (the “Operating
Partnership”). At December 31, 2017, the Company owned an approximate 96.8% common general partnership
interest in the Operating Partnership. The remaining approximate 3.2% common limited partnership interests in
the Operating Partnership are owned by certain limited partners. As the sole general partner of the Operating
the Company exercises exclusive and complete discretion over the Operating Partnership’s
Partnership,
day-to-day management and control and can cause it
including
acquisitions, dispositions and refinancings.

to enter into certain major transactions,

We have chosen to discuss the financial performance results of operation of both the Company and the
Operating Partnership in this 2017 Annual Report. To help you understand the differences between the Company
and the Operating Partnership, this 2017 Annual Report provides the following separate disclosures for each of
the Company and the Operating Partnership:

• consolidated financial statements;

• a single set of consolidated notes to such financial statements that includes separate discussions of each

entity’s stockholders’ equity or partners’ capital, as applicable; and

• a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations

section that includes distinct information related to each entity.

The main areas of differences between the consolidated financial statements of the Company and those of
the Operating Partnership, as well as the benefits of combined reporting, are further explained in the Company’s
and the Operating Partnership’s Form 10-K for the period ended December 31, 2017 filed with the Securities and
Exchange Commission on February 26, 2018 and February 27, 2018, respectively, copies of which may be
obtained by following the procedures set forth on page A-107 of this 2017 Annual Report.

Unless stated otherwise in this 2017 Annual Report or the context otherwise requires, the terms “we,” “our”
and “us” refer to the Company and its subsidiaries, including the Operating partnership and its consolidated
subsidiaries.

A-1

SELECTED FINANCIAL DATA

The following tables set forth the selected financial and operating data for the Company and the Operating
Partnership 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 2017 Annual Report.

The Company

Statement of Operations Data:

Year Ended
12/31/17

Year Ended
12/31/16

Year Ended
12/31/15

Year Ended
12/31/14

Year Ended
12/31/13

(In thousands, except per share data)

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 396,402 $ 378,020 $ 365,823 $ 346,709 $ 320,808
Income from Continuing Operations . . . . . . . . . . . . .
4,862
Net Income Available to First Industrial Realty
Trust, Inc.’s Common Stockholders and
Participating Securities . . . . . . . . . . . . . . . . . . . . . .

208,301

125,684

201,456

121,232

25,907

76,705

23,182

46,629

73,802

Basic Per Share Data:

Income (Loss) from Continuing Operations

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

Net Income Available to First Industrial Realty

1.70 $

1.05 $

0.67 $

0.18 $

(0.09)

Trust, Inc.’s Common Stockholders . . . . . . . . . . . .

1.70

1.05

0.67

0.42

0.24

Diluted Per Share Data:

Income (Loss) from Continuing Operations

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

Net Income Available to First Industrial Realty

Trust, Inc.’s Common Stockholders . . . . . . . . . . . .
Dividends/Distributions Per Share . . . . . . . . . . . . . . . $
Basic Weighted Average Shares . . . . . . . . . . . . . . . .
Diluted Weighted Average Shares . . . . . . . . . . . . . . .

Balance Sheet Data (End of Period):

1.69 $

1.05 $

0.66 $

0.18 $

(0.09)

1.69
0.84 $

1.05
0.76 $

0.66
0.51 $

0.42
0.41 $

118,272
118,787

115,030
115,370

110,352
110,781

109,922
110,325

0.24
0.34
106,995
106,995

Real Estate, Before Accumulated Depreciation . . . . . $3,495,745 $3,384,914 $3,293,968 $3,183,369 $3,119,547
2,590,690
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,289,986
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,171,219
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,709,808
1,434,168
1,115,135

2,793,263
1,347,092
1,284,625

2,574,911
1,342,762
1,090,827

2,941,062
1,296,997
1,475,877

Cash Flow Data:

Cash Flow From Operating Activities . . . . . . . . . . . . $ 191,109 $ 173,335 $ 162,149 $ 137,176 $ 125,751
(61,313)
Cash Flow From Investing Activities . . . . . . . . . . . .
(61,748)
Cash Flow From Financing Activities . . . . . . . . . . . .

(110,992)
(56,471)

(197,074)
29,426

(96,228)
(83,593)

(69,069)
(66,166)

Other Data:

Funds from Operations Available to First Industrial
Realty Trust, Inc.’s Common Stockholders and
Participating Securities (1) . . . . . . . . . . . . . . . . . . . . $ 186,496 $ 167,811 $ 140,841 $ 127,890 $ 105,011

(1) Funds from operations (“FFO”) is a non-GAAP measure used in the real estate industry. See definition and
a complete reconciliation of FFO to Net Income (Loss) Available to First Industrial Realty Trust, Inc.’s
Common Stockholders and Participating Securities under the caption “Supplemental Earnings Measure”
within the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
starting on page A-19 of this 2017 Annual Report.

A-2

The Operating Partnership

Statement of Operations Data:

SELECTED FINANCIAL DATA

Year Ended
12/31/17

Year Ended
12/31/16

Year Ended
12/31/15

Year Ended
12/31/14

Year Ended
12/31/13

(In thousands, except per Unit data)

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . $ 396,402 $ 378,020 $ 365,823 $ 346,709 $ 320,808
Income from Continuing Operations . . . . . . . .
4,908
208,301
Net Income Available to Unitholders and

125,684

76,820

23,434

Participating Securities . . . . . . . . . . . . . . . . .

208,158

125,547

76,682

48,704

27,033

Basic Per Unit Data:

Income (Loss) from Continuing Operations

Available to Unitholders . . . . . . . . . . . . . . . . $

Net Income Available to Unitholders . . . . . . . .

Diluted Per Unit Data:

Income (Loss) from Continuing Operations

Available to Unitholders . . . . . . . . . . . . . . . . $

Net Income Available to Unitholders . . . . . . . .
Distributions Per Unit . . . . . . . . . . . . . . . . . . . . $
Basic Weighted Average Units . . . . . . . . . . . . .
Diluted Weighted Average Units . . . . . . . . . . .

Balance Sheet Data (End of Period):
Real Estate, Before Accumulated

1.70 $
1.70

1.05 $
1.05

0.67 $
0.67

0.18 $
0.42

(0.09)
0.24

1.69 $
1.69
0.84 $

1.05 $
1.05
0.76 $

0.66 $
0.66
0.51 $

0.18 $
0.42
0.41 $

122,306
122,821

119,274
119,614

114,709
115,138

114,388
114,791

(0.09)
0.24
0.34
111,646
111,646

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . $3,495,745 $3,384,914 $3,293,968 $3,183,369 $3,119,547
2,601,291
1,289,986
1,181,817

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Total Partners’ Capital

2,951,180
1,296,997
1,485,995

2,585,624
1,342,762
1,101,590

2,720,523
1,434,168
1,125,850

2,803,701
1,347,092
1,295,063

Cash Flow Data:

Cash Flow From Operating Activities . . . . . . . $ 191,428 $ 173,612 $ 162,286 $ 137,918 $ 126,410
(61,926)
Cash Flow From Investing Activities . . . . . . . .
(61,800)
Cash Flow From Financing Activities . . . . . . .

(110,992)
(56,748)

(197,074)
29,304

(69,724)
(66,253)

(96,228)
(83,913)

A-3

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 2017 Annual Report.

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 Securities Exchange Act of 1934 (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 our future plans, strategies and expectations, and are
generally identifiable by use of the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,”
“project,” “seek,” “target,” “potential,” “focus,” “may,” “will,” “should” or similar words. 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) and changes in

interest rates;

‰ the availability and attractiveness of terms of additional debt repurchases;
‰ changes in our credit agency ratings;
‰ our ability to comply with applicable financial covenants;
‰ our competitive environment;
‰ changes in supply, demand and valuation of industrial properties and land in our current and potential

market areas;

‰ difficulties in identifying and consummating acquisitions and dispositions;
‰ our ability to manage the integration of properties we acquire;
‰ potential liability relating to environmental matters;
‰ defaults on or non-renewal of leases by our tenants;
‰ decreased rental rates or increased vacancy rates;
‰ higher-than-expected real estate construction costs and delays in development or lease-up schedules;
‰ changes in general accounting principles, policies and guidelines applicable to real estate investment

trusts; and

‰ other risks and uncertainties described in “Risk Factors” and elsewhere in this report as well as those risks
and uncertainties discussed from time to time in our other Exchange Act reports and in our other public
filings with the Securities and Exchange Commission (the “SEC”).

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 2017 Annual Report. We assume no obligation to update or supplement
forward-looking statements.

A-4

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

The Company is a self-administered and fully integrated real estate company which owns, manages,
acquires, sells, develops and redevelops industrial real estate. The Company is a Maryland corporation organized
on August 10, 1993 and a real estate investment trust as defined in the Code.

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 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
make distributions to our stockholders and Unitholders, the market price of the Company’s common stock and
the market value of the Units would be adversely affected.

Our revenue growth is also dependent, in part, on our ability to acquire existing, and develop new industrial
properties on favorable terms. We seek to identify opportunities to acquire existing industrial properties on
favorable terms, and, when conditions permit, also seek 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 to our stockholders and Unitholders. 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 make distributions to our stockholders and Unitholders, the market price of the
Company’s common stock and the market value of the Units would be adversely affected.

A-5

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 or 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 used to repay outstanding debt and,
market conditions permitting, may be used to fund the acquisition of existing industrial properties, 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 make distributions to our stockholders and Unitholders, the market price of the Company’s common
stock and the market value of the Units 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 our ability 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 the Company’s
common stock. If we were unable to access external capital on favorable terms, our financial condition, results of
operations, cash flow and ability to make distributions to our stockholders and Unitholders, the market price of
the Company’s common stock and the market value of the Units could be adversely affected.

Summary of Significant Transactions During 2017

During 2017, we completed the following significant transactions and financing activities:

• 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 $174.2 million.

• We placed in-service a development project totaling approximately 0.6 million square feet of GLA at a
total cost of approximately $45.4 million. The occupancy of this development project is 100% at
December 31, 2017.

• We sold 60 industrial properties comprising approximately 4.6 million square feet of GLA for total gross

sales proceeds of approximately $236.1 million.

• We issued ten-year, $125.0 million private placement unsecured notes at a fixed rate of 4.30% and
twelve-year, $75.0 million private placement unsecured notes at a fixed rate of 4.40%. Also, subsequent
to year-end, we issued $150 million of 3.86% fixed rate senior unsecured notes with a 10-year term and
$150 million of 3.96% fixed rate senior unsecured notes with a 12-year term. See Subsequent Events.

• We amended the terms of our revolving line of credit to, among other things, decrease the interest spread,
based on our current leverage, by five basis points, increase available capacity by $100 million and
extend the maturity to October 2021, with a one-year extension option.

A-6

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

• We amended the terms of both term loan agreements to, among other things, decrease by 50 basis points
the interest spread on our $200 million term loan, which matures in January 2021, and decrease by a 40
basis points the interest spread on our $260 million term loan, which matures in September 2022.

• We paid off and retired $156.9 million of unsecured notes with an average interest rate of 6.49% as well

as $36.1 million in mortgage loans payable with an average interest rate of 5.58%.

• We issued 2,560,000 shares of the Company’s common stock in an underwritten public offering for

proceeds, net of underwriting discounts and commissions, of $74.9 million.

• We declared an annual cash dividend of $0.84 per common share or Unit, an increase of 10.5% from

2016.

Results of Operations

Comparison of Year Ended December 31, 2017 to Year Ended December 31, 2016

Our net income was $208.3 million and $125.7 million for the years ended December 31, 2017 and 2016,

respectively.

The tables below summarize our revenues, property expenses and depreciation and other amortization by
various categories for the years ended December 31, 2017 and 2016. Same store properties are properties owned
prior to January 1, 2016 and held as an in-service property through December 31, 2017 and developments and
redevelopments that were placed in service prior to January 1, 2016 or were substantially completed for the
12 months prior to January 1, 2016. Properties which are at least 75% occupied at acquisition are placed in
service, unless we anticipate the tenants to move out in the first year of ownership. 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. Acquired properties with occupancy greater than 75% at
acquisition, but with tenants that we anticipate will move out in the first year of ownership, will be placed in
service upon the earlier of reaching 90% occupancy or twelve months after move out. 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, 2015 and held as an operating property through
December 31, 2017. Sold properties are properties that were sold subsequent
to December 31, 2015.
(Re)Developments include developments and redevelopments that were not: a) substantially complete 12 months
prior to January 1, 2016; or b) stabilized prior to January 1, 2016. Other revenues are derived from the operations
of properties not placed in service under one of the categories discussed above, the operations of our maintenance
company and other miscellaneous revenues. Other property expenses are derived from the operations of
properties not placed in service under one of the categories discussed above, the operations of our maintenance
company, vacant land expenses and other miscellaneous regional expenses.

During the year ended December 31, 2017, one industrial property, comprising approximately 0.1 million
square feet of GLA, was taken out of service due to a fire which caused major damage to the building. As a result
of taking this industrial property out of service, the results of operations were reclassified from the same store
property classification to the (re)development classification. Additionally, during the year ended December 31,
2016, one industrial property, comprising approximately 28 thousand square feet of GLA, was taken out of
service due to a fire which caused complete destruction of the building. The results of this property are also
included in the (re) development classification. We intend to rebuild and repair both of these damaged buildings
and will reclassify the operations of both properties to the same store classification following a complete calendar
year of in service classification.

A-7

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

During the year ended December 31, 2015, one industrial property, comprising approximately 0.2 million
square feet of GLA, was taken out of service with the intention of demolishing the industrial property and
developing a new industrial property. During the year ended December 31, 2016, the newly developed industrial
property was completed and the results related to this industrial property are included in the (re)development
classification. This property will return to the same store classification in the first quarter of 2018.

Our future financial condition and results of operations, including rental revenues, may be impacted by the
future acquisition, (re)development and sale of properties. Our future revenues and expenses may vary materially
from historical rates.

For the years ended December 31, 2017 and 2016, the average occupancy rates of our same store properties

were 96.2% and 96.4%, respectively.

REVENUES
Same Store Properties . . . . . . . . . . . . . . . . . . . . . . .
Acquired Properties . . . . . . . . . . . . . . . . . . . . . . . . .
Sold Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Re) Developments . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2017

2016

$ Change

% Change

(In thousands)

$339,403
9,021
17,010
26,850
4,118

$329,704
2,409
33,260
10,036
2,611

$ 9,699
6,612
(16,250)
16,814
1,507

2.9%
274.5%
(48.9)%
167.5%
57.7%

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .

$396,402

$378,020

$ 18,382

4.9%

Revenues from same store properties increased $9.7 million due primarily to an increase in rental rates and
tenant recoveries, slightly offset by a decrease in occupancy. Revenues from acquired properties increased
$6.6 million due to the 14 industrial properties acquired subsequent to December 31, 2015 totaling approximately
1.8 million square feet of GLA. Revenues from sold properties decreased $16.3 million due to the 123 industrial
properties sold subsequent to December 31, 2015 totaling approximately 8.6 million square feet of GLA.
Revenues from (re)developments increased $16.8 million due toan increase in occupancy. Other revenues
increased $1.5 million primarily due to an increase in occupancy related to three properties acquired in the year
ended December 31, 2015 that were placed in service during the year ended December 31, 2016.

PROPERTY EXPENSES
Same Store Properties . . . . . . . . . . . . . . . . . . . . . . . .
Acquired Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Sold Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Re) Developments . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

2017

2016

$ Change % Change

(In thousands)

$ 90,755
2,462
5,527
5,797
8,953

$ 88,218
600
11,684
2,449
9,373

$ 2,537
1,862
(6,157)
3,348
(420)

2.9%
310.3%
(52.7)%
136.7%
(4.5)%

Total Property Expenses . . . . . . . . . . . . . . . . . . . .

$113,494

$112,324

$ 1,170

1.0%

A-8

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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
$2.5 million primarily due to an increase in real estate tax expense caused by higher assessed values on our
properties and real estate tax abatements expiring. Property expenses from acquired properties increased
$1.9 million due to properties acquired subsequent
to December 31, 2015. Property expenses from sold
properties decreased $6.2 million due to properties sold subsequent to December 31, 2015. Property expenses
from (re)developments increased $3.3 million primarily due to the substantial completion of developments. Other
property expenses decreased $0.4 million due to a decrease in certain miscellaneous expenses.

General and administrative expense increased $1.4 million, or 5.2%, primarily due to an increase in
incentive compensation during the year ended December 31, 2017 as compared to the year ended December 31,
2016.

As discussed in Note 2 to the Consolidated Financial Statements, on January 1, 2017 we adopted a new
accounting standard relating to the definition of a business. As a result of this adoption, our acquisitions of real
estate during the year ended December 31, 2017 did not meet the definition of a business combination and thus
the closing costs, which historically have been expensed, were capitalized as part of the basis of the real estate
assets acquired. For the year ended December 31, 2016, we recognized $0.5 million of expenses related to costs
associated with acquiring industrial properties from third parties.

DEPRECIATION AND OTHER

AMORTIZATION

Same Store Properties . . . . . . . . . . . . . . . . . . . . . . . .
Acquired Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Sold Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Re) Developments . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Furniture, Fixtures and Equipment and

2017

2016

$ Change % Change

(In thousands)

$ 97,516
4,874
4,305
7,223

$ 98,909
1,358
9,352
5,404

$(1,393)
3,516
(5,047)
1,819

(1.4)%
258.9%
(54.0)%
33.7%

Other

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,446

2,259

187

8.3%

Total Depreciation and Other Amortization . . . . .

$116,364

$117,282

$ (918)

(0.8)%

Depreciation and other amortization from same store properties decreased by $1.4 million due to accelerated
depreciation and amortization taken during the year ended December 31, 2016 attributable to certain tenants who
terminated their
leases early. Depreciation and other amortization from acquired properties increased
$3.5 million due to properties acquired subsequent to December 31, 2015. Depreciation and other amortization
from sold properties decreased $5.0 million due to properties sold subsequent
to December 31, 2015.
Depreciation and other amortization from (re)developments increased $1.8 million primarily due to an increase
in depreciation and amortization related to completed developments offset by accelerated depreciation on one
property in Rancho Dominguez, CA which was razed during the year ended December 31, 2016. Depreciation
from corporate furniture, fixtures and equipment and other increased $0.2 million due to higher depreciation
related to incurred leasing costs at three properties acquired in the year ended December 31, 2015 that were
placed in service during the year ended December 31, 2016.

For the year ended December 31, 2017, we recognized $131.3 million of gain on sale of real estate related to
the sale of 60 industrial properties comprising approximately 4.6 million square feet of GLA and one land parcel.
For the year ended December 31, 2016, we recognized $68.2 million of gain on sale of real estate related to the
sale of 63 industrial properties comprising approximately 3.9 million square feet of GLA and several land
parcels.

A-9

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Interest expense decreased $2.2 million, or 3.8%, primarily due to a decrease in the weighted average
interest rate for the year ended December 31, 2017 (4.42%) as compared to the year ended December 31, 2016
(4.50%), a decrease in the weighted average debt balance outstanding for the year ended December 31, 2017
($1,392.2 million) as compared to the year ended December 31, 2016 ($1,400.5 million) and an increase in
capitalized interest of $0.8 million for the year ended December 31, 2017 as compared to the year ended
December 31, 2016 due to an increase in development activities.

Amortization of debt issuance costs remained relatively unchanged.

In September 2017, we entered into interest rate protection agreements (the “Treasury Locks”) in order to
fix the interest rate on an anticipated unsecured debt offering. The Treasury Locks were settled during the fourth
quarter. Due to the strict requirements surrounding the application of hedge accounting, we elected not to
designate the Treasury Locks as hedges. As such, the Company recorded the full change in the fair value of the
Treasury Locks within the income statement as opposed to being recorded in other comprehensive
income. During the year ended December 31, 2017, we recorded $1.9 million of settlement gain on interest rate
protection agreements.

For the year ended December 31, 2017, we recognized a loss from retirement of debt of $1.8 million due to
prepayment penalties related to the early payoff of certain mortgage loans and the write-off of unamortized debt
issuance costs on these mortgage loans as well as the write-off of unamortized debt issuance costs related to an
exiting lender on our revolving line of credit and one of our unsecured term loans.

The income tax provision remained relatively unchanged.

Comparison of Year Ended December 31, 2016 to Year Ended December 31, 2015

The Company’s net income was $125.7 million and $76.7 million for the years ended December 31, 2016
and 2015, respectively. The Operating Partnership’s net income was $125.7 million and $76.8 million for the
years ended December 31, 2016 and 2015, respectively.

The tables below summarize our revenues, property expenses and depreciation and other amortization by
various categories for the years ended December 31, 2016 and 2015. Same store properties are properties owned
prior to January 1, 2015 and held as an in-service property through December 31, 2016 and developments and
redevelopments that were placed in service prior to January 1, 2015 or were substantially completed for the
12 months prior to January 1, 2015. Properties which are at least 75% occupied at acquisition are placed in
service, unless we anticipate the tenants to move out in the first year of ownership. 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. Acquired properties with occupancy greater than 75% at
acquisition, but with tenants that we anticipate will move out in the first year of ownership, will be placed in
service upon the earlier of reaching 90% occupancy or twelve months after move out. 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, 2014 and held as an operating property through
December 31, 2016. Sold properties are properties that were sold subsequent
to December 31, 2014.
(Re)Developments include developments and redevelopments that were not: a) substantially complete 12 months
prior to January 1, 2015; or b) stabilized prior to January 1, 2015. Other revenues are derived from the operations
of properties not placed in service under one of the categories discussed above, the operations of our maintenance
company and other miscellaneous revenues. Other property expenses are derived from the operations of

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

properties not placed in service under one of the categories discussed above, the operations of our maintenance
company, vacant land expenses and other miscellaneous regional expenses.

During the year ended December 31, 2015, one industrial property, comprising approximately 0.2 million
square feet of GLA, was taken out of service with the intention of demolishing the industrial property and
developing a new industrial property. During the year ended December 31, 2016, the newly developed industrial
property was completed and the results related to this industrial property are included in the (re)development
classification. This property will return to the same store classification in the first quarter of 2018.

During the year ended December 31, 2016, one industrial property, comprising approximately 28 thousand
square feet of GLA, was taken out of service due to a fire which caused complete destruction of the building. As
a result of taking the industrial property out of service, the results related to this industrial property were
reclassified from the same store classification to the (re) development classification. We intend to rebuild the
damaged building and will reclassify the operations of the property to the same store classification following a
complete calendar year of in service classification.

Our future financial condition and results of operations, including rental revenues, may be impacted by the
future acquisition, (re)development and sale of properties. Our future revenues and expenses may vary materially
from historical rates.

For the years ended December 31, 2016 and 2015, the average occupancy rates of our same store properties

were 95.9% and 95.2%, respectively.

REVENUES
Same Store Properties . . . . . . . . . . . . . . . . . . . . . . .
Acquired Properties . . . . . . . . . . . . . . . . . . . . . . . . .
Sold Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Re) Developments . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2016

2015

$ Change

% Change

(In thousands)

$335,674
10,367
9,429
20,297
2,253

$324,280
2,189
32,222
5,129
2,003

$ 11,394
8,178
(22,793)
15,168
250

3.5%
373.6%
(70.7)%
295.7%
12.5%

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .

$378,020

$365,823

$ 12,197

3.3%

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Revenues from same store properties increased $11.4 million due primarily to an increase in occupancy,
rental rates and tenant recoveries. Revenues from acquired properties increased $8.2 million due to the 14
industrial properties acquired subsequent to December 31, 2014 totaling approximately 2.7 million square feet of
GLA. Revenues from sold properties decreased $22.8 million due to the 129 industrial properties sold subsequent
to December 31, 2014 totaling approximately 7.7 million square feet of GLA. Revenues from (re)developments
increased $15.2 million due to an increase in occupancy. Other revenues increased $0.3 million primarily due to
an increase in occupancy related to a property acquired in the year ended December 31, 2014 that was placed in
service during the year ended December 31, 2015.

PROPERTY EXPENSES
Same Store Properties . . . . . . . . . . . . . . . . . . . . . . . .
Acquired Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Sold Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Re) Developments . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other

2016

2015

$ Change % Change

(In thousands)

$ 91,462
3,098
3,925
5,240
8,599

$ 90,241
516
12,779
2,122
8,970

$ 1,221
2,582
(8,854)
3,118
(371)

1.4%
500.4%
(69.3)%
146.9%
(4.1)%

Total Property Expenses . . . . . . . . . . . . . . . . . . . .

$112,324

$114,628

$(2,304)

(2.0)%

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
$1.2 million primarily due to a decrease in real estate tax refunds received in 2016 compared to 2015. Property
expenses from acquired properties increased $2.6 million due to properties acquired subsequent to December 31,
2014. Property expenses from sold properties decreased $8.9 million due to properties sold subsequent to
December 31, 2014. Property expenses from (re)developments increased $3.1 million primarily due to the
substantial completion of developments. Other property expenses remained relatively unchanged.

General and administrative expense for the Company increased $1.3 million, or 5.3%, and for the Operating
Partnership increased $1.5 million, or 5.8%, in each case primarily due to an increase in compensation, partially
offset by a decrease in professional service expense during the year ended December 31, 2016 as compared to the
year ended December 31, 2015.

For the years ended December 31, 2016 and 2015, we recognized $0.5 million and $1.4 million,

respectively, of expense related to costs associated with acquiring industrial properties from third parties.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The impairment charge for the year ended December 31, 2015 of $0.6 million is due to marketing certain

properties for sale and our assessment of the likelihood of a potential sale transaction.

2016

2015

$ Change % Change

(In thousands)

DEPRECIATION AND OTHER

AMORTIZATION

Same Store Properties . . . . . . . . . . . . . . . . . . . . . . . .
Acquired Properties . . . . . . . . . . . . . . . . . . . . . . . . . .
Sold Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Re) Developments . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate Furniture, Fixtures and Equipment and

$ 97,773
7,085
2,767
8,592

$ 98,691
1,782
10,036
2,354

$ (918)
5,303
(7,269)
6,238

Other

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,065

951

114

Total Depreciation and Other Amortization . . . . .

$117,282

$113,814

$ 3,468

(0.9)%
297.6%
(72.4)%
265.0%

12.0%

3.0%

Depreciation and other amortization from same store properties

remained relatively unchanged.
Depreciation and other amortization from acquired properties increased $5.3 million due to properties acquired
subsequent
to December 31, 2014. Depreciation and other amortization from sold properties decreased
$7.3 million due to properties sold subsequent to December 31, 2014. Depreciation and other amortization from
(re)developments increased $6.2 million primarily due to an increase in developments that were placed in service
as well as accelerated depreciation on one property in Rancho Dominguez, CA which was razed during the year
ended December 31, 2016. Depreciation from corporate furniture, fixtures and equipment and other remained
relatively unchanged.

For the year ended December 31, 2016, we recognized $68.2 million of gain on sale of real estate related to
the sale of 63 industrial properties comprising approximately 3.9 million square feet of GLA. For the year ended
December 31, 2015, we recognized $48.9 million of gain on sale of real estate related to the sale of 66 industrial
properties comprising approximately 3.8 million square feet of GLA and several land parcels.

Interest expense decreased $8.0 million, or 11.9%, primarily due to a decrease in the weighted average
interest rate for the year ended December 31, 2016 (4.50%) as compared to the year ended December 31, 2015
(4.99%) and an increase in capitalized interest of $1.1 million for the year ended December 31, 2016 as
compared to the year ended December 31, 2015 due to an increase in development activities, offset by an
increase in the weighted average debt balance outstanding for the year ended December 31, 2016 ($1,400.5
million) as compared to the year ended December 31, 2015 ($1,399.9 million).

Amortization of debt issuance costs remained relatively unchanged.

In August 2014, we entered into interest rate protection agreements in order to maintain our flexibility to
pursue an offering of unsecured debt. During the year ended December 31, 2015, we de-designated the interest
rate protection agreements as a result of determining the forecasted offering of unsecured debt was no longer
probable to occur within the time period stated in the respective hedge designation memos. For the year ended
December 31, 2015, we recorded $11.5 million of settlement loss on the three interest rate protection agreements.

Equity in income of joint ventures is not significant.

The income tax provision increased $1.0 million during the year ended December 31, 2016 compared to the
year ended December 31, 2015 primarily due to an increase in taxable gain from the sales of real estate from one
of our TRSs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in more detail in Note 2 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 on all prospective tenants meeting certain financial thresholds
before leases are executed. We closely monitor all existing tenants and 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,
in-place leases, tenant
tenant improvements) and identified intangible assets (leasing commissions,
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. 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 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 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. The
judgments regarding the existence of indicators of impairment are based on the operating performance,
market conditions, as well as our ability to hold and our intent with regard to each property. The
judgments regarding whether the carrying amounts of these assets may not be recoverable are based on
estimates of future undiscounted cash flows from properties which include estimates of future operating
performance and market conditions. If any real estate investment is considered permanently impaired, a
loss is recorded to reduce the carrying value of the property to its estimated fair value. 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.

• Deferred Tax Assets and Liabilities: We account for income taxes related to one of our TRSs under the
asset and liability method, which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequents of events that have been included in the financial statements. Our

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, the
Company’s 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.

Liquidity and Capital Resources

At December 31, 2017, our cash and cash equivalents and restricted cash were approximately $21.1 million
and $25.3 million, respectively. Restricted cash is comprised of gross proceeds from the sales of certain
industrial properties. These sale proceeds will be disbursed as we exchange industrial properties under
Section 1031 of the Code. We also had $575.7 million available for additional borrowings under our Unsecured
Credit Facility as of December 31, 2017.

We have considered our short-term (through December 31, 2018) liquidity needs and the adequacy of our
estimated cash flow from operations and other expected liquidity sources to meet these needs. We have
$158.5 million in mortgage loans payable outstanding at December 31, 2017 that we anticipate prepaying prior to
December 31, 2018. We expect to satisfy these payment obligations on or prior to the maturity dates with the
issuance of unsecured debt securities (see Subsequent Events). 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 the Company’s REIT qualification under the Code
and distributions approved by the Company’s 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 or debt securities or long-term unsecured indebtedness, subject to market
conditions and contractual restrictions or borrowings under our Unsecured Credit Facility.

to meet

We expect

long-term (after December 31, 2018) 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 or debt securities, subject to market conditions.

At December 31, 2017, borrowings under our Unsecured Credit Facility bore interest at a weighted average
interest rate of 2.46%. As of February 23, 2018 we had approximately $720.8 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, 2017, and we anticipate that we will be able to operate in compliance with our
financial covenants in 2018.

As of December 31, 2017, our senior unsecured notes have been assigned credit ratings from Standard &
Poor’s, Moody’s and Fitch Ratings of BBB-/Positive, Baa3/Positive and BBB/Stable, respectively. A securities

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time
by the rating organization. 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.

Cash Flow Activity

The following table summarizes our cash flow activity for the Company for the years ended December 31,

2017 and 2016:

Year Ended December 31,

2017

2016

(In millions)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$191.1
(96.2)
(83.6)

$ 173.3
(111.0)
(56.5)

The following table summarizes our cash flow activity for the Operating Partnership for the years ended

December 31, 2017 and 2016:

Year Ended December 31,

2017

2016

(In millions)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$191.4
(96.2)
(83.9)

$ 173.6
(111.0)
(56.7)

Changes in cash flow for the year ended December 31, 2017, compared to the prior year comparable period

are described as follows:

Operating Activities: Cash provided by operating activities increased $17.8 million, primarily due to the

following:

• Increase in NOI generated from recently developed properties of $13.5 million, an increase in NOI from
same store properties due to an increase in rental rates of $7.2 million and an increase in NOI from
acquired properties of $4.8 million offset by decreases in NOI due to building disposals of $10.1 million.

Investing Activities: Cash used in investing activities decreased $14.8 million, primarily due to the

following:

• Decrease of $38.5 million due to higher proceeds received from the disposition of real estate in 2017 less

cash held at our 1031 intermediary; and

• Decrease of $34.0 million due to less building, tenant improvement and leasing commission expenditures;

and

• Insurance proceeds of $10.1 million received in 2017 related to casualty losses related to fires at two of

our buildings.

Offset by:

• Increase of $67.8 million due to an increase in real estate acquisitions in 2017.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financing Activities: Cash used in financing activities increased $27.1 million for the Company (increased

$27.2 million for the Operating Partnership), primarily due to the following:

• Increase in net debt repayments aggregating to $155.6 million; and

• Decrease of $50.1 million in proceeds related to the issuance of common stock in underwritten public

offerings; and

• Increase of $17.8 million in the payment of common stock dividends and distributions.

Offset by:

• The issuance of unsecured private placement notes in 2017 aggregating to $200.0 million.

Contractual Obligations and Commitments

The following table lists our contractual obligations and commitments as of December 31, 2017:

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) . . . . . . $
Real Estate Development Costs(1)(3) . . . .
Long Term Debt . . . . . . . . . . . . . . . . . . . . .
Interest Expense on Long Term

31,297 $

1,495 $

175,800
1,304,673

175,800
165,449

1,450 $
—
138,091

1,213
—
752,562

$ 27,139
—
248,571

Debt(1)(4) . . . . . . . . . . . . . . . . . . . . . . . .

235,176

46,869

75,156

46,266

66,885

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,746,946 $389,613 $214,697 $800,041

$342,595

(1) Not on balance sheet.

(2) Operating lease minimum rental payments have not been reduced by minimum sublease rentals of

$0.8 million due in the future under non-cancelable subleases.

(3) Represents estimated remaining costs on the completion of development projects under construction.

(4)

Includes interest expense on our unsecured term loans, inclusive of the impact 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, 2017, we had letters of credit and performance bonds outstanding amounting to
$20.2 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.

Environmental

We paid approximately $0.4 million and $0.4 million during the years ended December 31, 2017 and 2016,
related to environmental expenditures. We estimate 2018 expenditures of approximately

respectively,

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

$0.3 million. We estimate that the aggregate expenditures which need to be expended in 2018 and beyond with
regard to currently identified environmental issues will not exceed approximately $1.0 million.

Inflation

For the last several years, inflation has not had a significant impact on us 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, our leases have a weighted
average lease length of 6.6 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, 2017 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, 2017, $1,160.3 million or 88.9% of our total debt, excluding unamortized debt issuance
costs, was fixed rate debt. This includes $460.0 million of variable-rate debt that has been effectively swapped to
a fixed rate through the use of interest rate protection agreements. As of the same date, $144.5 million or 11.1%
of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At December 31, 2016,
$1,164.2 million or 86.0% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. This
includes $460.0 million of variable-rate debt that has been effectively swapped to a fixed rate through the use of
interest rate protection agreements. As of the same date, $189.5 million or 14.0% of our total debt, excluding
unamortized debt issuance costs, 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 4 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,
2017 and 2016, we had approximately $144.5 million and $189.5 million, respectively, of variable rate debt
outstanding indexed to LIBOR rates (excluding the $460.0 million of variable-rate debt that has been effectively
swapped to a fixed rate through the use of interest rate protection agreements). If the LIBOR rates relevant to our

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

variable rate debt were to have increased 10%, we estimate that our interest expense during the years ended
December 31, 2017 and 2016 would have increased by approximately $0.26 million and $0.14 million,
respectively, based on our average outstanding floating-rate debt during the years ended December 31, 2017 and
2016. 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 $5.8 million and $6.0 million during the
years ended December 31, 2017 and 2016.

As of December 31, 2017 and 2016, the estimated fair value of our debt was approximately $1,341.5 million

and $1,384.1 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, 2017 and
2016, we had interest rate protection agreements with a notional aggregate amount outstanding of $460.0 million,
which mitigate our exposure to our unsecured term loans’ variable interest rates, which are based upon LIBOR,
as defined in the loan agreements. During the year ended December 31, 2017, we settled certain interest rate
protection agreements, which were entered into in September 2017, to maintain our flexibility to pursue an
offering of unsecured debt. We received a settlement payment of $1.9 million from our derivative counterparties
and recognized such payment as settlement gain on interest rate protection agreements. See Note 12 to the
Consolidated Financial Statements for a more detailed discussion of these interest rate protection agreements.
Currently, we do not enter into financial instruments for trading or other speculative purposes.

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 2017 incentive compensation plan.

Neither FFO nor SS NOI should be considered as a substitute for net income, 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”) has recognized and defined for the
real estate industry a supplemental measure of REIT operating performance, FFO, that excludes historical cost
depreciation, among other items, from net income 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.

A-19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management believes that the use of FFO available to common stockholders and participating securities,
combined with net income (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 of 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 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, 2017, 2016, 2015, 2014, and 2013.

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

Adjustments:

Depreciation and Other Amortization of Real
Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and Other Amortization of Real

Estate Included in Discontinued
Operations . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity in Depreciation and Other

Amortization of Joint Ventures . . . . . . . . . .
Impairment of Depreciable Real Estate . . . . .
Impairment of Depreciable Real Estate

Included in Discontinued Operations . . . . .
Gain on Sale of Depreciable Real Estate . . . .
Gain on Sale of Depreciable Real Estate from
Joint Ventures . . . . . . . . . . . . . . . . . . . . . . .

Noncontrolling Interest Share of

Year Ended December 31,

2017

2016

2015

2014

2013

(In thousands)

$ 201,456

$121,232

$ 73,802

$ 46,629

$ 25,907

115,617

116,506

113,126

111,371

106,333

—

—
—

—

—
—

—

17
626

2,388

7,727

117
—

273
—

—
(131,058)

—
(68,202)

—
(44,022)

—
(25,988)

2,652
(34,344)

—

—

(63)

(3,346)

(111)

Adjustments . . . . . . . . . . . . . . . . . . . . . . . .

481

(1,725)

(2,645)

(3,281)

(3,426)

Funds from Operations Available to First
Industrial Realty Trust, Inc.’s Common
Stockholders and Participating Securities . . . .

Same Store Net Operating Income

$ 186,496

$167,811

$140,841

$127,890

$105,011

SS NOI is a non-GAAP financial measure that provides a measure of rental operations and, as calculated by
us, that does not factor in depreciation and amortization, general and administrative expense, acquisition costs,
interest expense, impairment charges, equity in income and loss from joint ventures, income tax benefit and
expense, gains and losses on retirement of debt, sale of real estate and mark-to-market and settlement gain (loss)
on 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

A-20

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 2017 and 2016.

Year Ended December 31,

2017

2016

(In thousands)

Same Store Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Same Store Property Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$339,403
90,755

$329,704
88,218

Same Store Net Operating Income Before Same Store Adjustments . . . . . .

$248,648

$241,486

Same Store Adjustments:

Lease Inducement Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Straight-line Rent
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Above / Below Market Rent Amortization . . . . . . . . . . . . . . . . . . . . . . . .
Lease Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

719
1,015
(1,035)
(806)

862
(2,903)
(1,088)
(394)

Same Store Net Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$248,541

$237,963

Subsequent Events

From January 1, 2018 to February 23, 2018, we acquired one industrial property and one land parcel for a
purchase price of approximately $15.6 million, excluding costs incurred in conjunction with the acquisition of
the industrial property.

During January 2018, the Company restructured its staffing to align its personnel with changes in its

portfolio. The severance and other costs associated with the restructuring is approximately $1.0 million.

During February 2018, the Company renewed a lease on a long term basis for a 1.3 million square feet

facility located in Eastern PA, that was set to expire during the three months ended March 31, 2018.

Effective as of January 1, 2018, the Company, as general partner of the Operating Partnership, adopted a
First Amendment
(the “LPA
to the Twelfth Amended and Restated Limited Partnership Agreement
Amendment”) to amend the Twelfth Amended and Restated Limited Partnership Agreement of the Operating
Partnership (the “Existing LPA”) to provide that the General Partner, who had existing authority regarding tax
matters decision-making authority as the “Tax Matters Partner” of the Operating Partnership under the Existing
LPA, would also be designated as the “Partnership Representative” of the Operating Partnership pursuant to the
revised partnership audit rules adopted pursuant to the Bipartisan Budget Act of 2015 with respect to taxable
years starting January 1, 2018. A conformed copy of the Existing LPA, which incorporates the amendments
effectuated pursuant to the LPA Amendment, is attached as Exhibit 3.9 to the Company’s Form 10-K for the year
ended December 31, 2017.

A-21

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On February 15, 2018, the Operating Partnership issued $150.0 million of 3.86% Series C Guaranteed
Senior Notes due February 15, 2028 (the “2028 Private Placement Notes”) and $150.0 million of 3.96% Series D
Guaranteed Senior Notes due February 15, 2030 (the “2030 Private Placement Notes”) in a private placement
pursuant to a Note and Guaranty Agreement dated December 12, 2017. The 2028 Private Placement Notes and
the 2030 Private Placement Notes are unsecured obligations of the Operating Partnership that are fully and
unconditionally guaranteed by the Company and require semi-annual interest payments.

We anticipate paying off $157.8 million of mortgage loans payable which were originally scheduled to

mature on June 1, 2018 on or about March 1, 2018.

A-22

RISK FACTORS

Our operations involve various risks that could adversely affect our business, including our financial
condition, our results of operations, our cash flow, our liquidity, our ability to make distributions to holders of the
Company’s common stock and the Operating Partnership’s Units, the market price of the Company’s common
stock and the market value of the Units. 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.

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. 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. 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.

A-23

RISK FACTORS

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 or more general economic conditions.

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 and Unitholders 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, if necessary, 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 and proceeds
from property sales, which may not be available. Any of the above risks could adversely affect our financial
condition, results of operations, cash flow and ability to make distributions to our stockholders and Unitholders,
the market price of the Company’s common stock and the market value of the Units.

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
and Unitholders. 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.

A-24

We may be unable to sell properties on advantageous terms.

RISK FACTORS

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 make
distributions to our stockholders and Unitholders, the market price of the Company’s common stock and the
market value of the Units 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.

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 make
distributions to our stockholders and Unitholders, the market price of the Company’s common stock and the
market value of the Units.

We may be unable to renew leases or find other lessees on advantageous terms or at all.

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
make distributions to our stockholders and Unitholders, the market price of the Company’s common stock and
the market value of the Units could be adversely affected.

The Company might fail to qualify as a REIT under existing laws (including recent changes to the federal
tax laws) and/or federal income tax laws could change.

The Company intends to operate so as to qualify as a REIT under the Code, and we believe that the
Company is 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.

A-25

RISK FACTORS

income tax at corporate rates. This could result

If the Company were to fail to qualify as a REIT in any taxable year, the Company would be subject to
in a discontinuation or substantial reduction in
federal
distributions to our stockholders and Unitholders 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, the Company would
be disqualified from electing treatment as a REIT for the four taxable years following the year during which the
Company 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 the Company’s tax treatment and therefore, may adversely
affect taxation of us and/or our stockholders and Unitholders.

An act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget
for fiscal year 2018 commonly known as Tax Cuts and Jobs Act (the “TCJ Act”), which generally takes effect
for taxable years beginning on or after January 1, 2018 (subject to certain exceptions), makes many significant
changes to the U.S. federal income tax laws that will profoundly impact the taxation of individuals and
corporations (including both regular C corporations and corporations that have elected to be taxed as REITs).
Among other changes, the TCJ Act permanently reduces the generally applicable corporate tax rate, generally
reduces the tax rate applicable to individuals and other non-corporate taxpayers for tax years beginning on or
after January 1, 2018 and before January 1, 2026, eliminates or modifies certain previously allowed
deductions (including substantially limiting interest deductibility and, for individuals, the deduction for
non-business state and local taxes), and, for taxable years beginning on or after January 1, 2018 and before
January 1, 2026, provides for preferential rates of taxation through a deduction of up to 20% (subject to certain
limitations) on most ordinary REIT dividends and certain trade or business income of non-corporate
taxpayers. The TCJ Act also imposes new limitations on the deduction of net operating losses, which may
result in the Company having to make additional taxable distributions to our stockholders in order to comply
with REIT distribution requirements and avoid taxes on retained income and gains. A number of changes that
affect noncorporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. These
changes will impact us and our shareholders in various ways, some of which are adverse or potentially adverse
compared to prior law. To date, the IRS has issued only limited guidance with respect to certain of the new
provisions, and there are numerous interpretive issues that will require guidance. It is highly likely that
technical corrections legislation will be needed to clarify certain aspects of the new law and give proper effect
to Congressional intent. There can be no assurance, however, that technical clarifications or changes needed to
prevent unintended or unforeseen tax consequences will be enacted by Congress in the near future.
Additionally, since the 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. Additional changes to tax laws are likely to continue to occur in the
future and any such legislative action may prospectively or retroactively modify the Company’s tax treatment
and therefore, may adversely affect taxation of us and/or our stockholders and Unitholders. Any such changes
could have an adverse effect on an investment in shares or on the market value or the resale potential of our
properties. Stockholders and Unitholders are urged to consult with their own tax advisor with respect to the
impact of recent legislation, the status of legislative, regulatory, or administrative developments and proposals,
and their potential effect on ownership of our shares.

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

A-26

RISK FACTORS

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 the Company’s profits from
these transactions.

The REIT distribution requirements may limit our ability to retain capital and require us to turn to external
financing sources.

As a REIT, the Company must distribute to its stockholders at least 90% of its taxable income each year.
The Company could, in certain instances, have taxable income without sufficient cash to enable it 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’ and
Unitholders’ interests.

Dividends payable by the Company do not qualify for the reduced tax rates available for some dividends.

The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are taxed
at individual rates is 23.8% (including the 3.8% net investment income tax). As a REIT, dividends payable by the
Company, however, generally are not eligible for the reduced rates on qualified dividend income. For 2018 and
future years, dividends payable by REITs to U.S. stockholders are taxed at a maximum individual rate of 33.4%
(including the 3.8% net investment income tax and after factoring in a 20% deduction for pass-through income).
To the extent such dividends are attributable to certain dividends that we receive from a TRS, however such
dividends generally will be eligible for the reduced rates that apply to qualified dividend income. The more
favorable rates applicable to regular corporate qualified dividends could cause stockholders and Unitholders who
are taxed at individual rates to perceive an investment in the Company to be relatively less attractive than
investments in the stocks of non-REIT corporations, which could adversely affect the value of the shares of the
Company.

We face possible state and local tax audits.

Because the Company is organized and qualifies as a REIT, we are generally not subject to federal income
taxes, but we are subject to certain state and local taxes. In the normal course of business, certain entities through
which we own real estate have undergone tax audits. Collectively, tax deficiency notices received to date from
the jurisdictions conducting previous audits have not been material. However, there can be no assurance that
future audits will not occur with increased frequency or that the ultimate result of such audits will not have a
material adverse effect on our results of operations.

Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

Subject to maintaining the Company’s 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;

A-27

RISK FACTORS

• 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 the Company’s Board of Directors to authorize our use of
derivative financial instruments to fix the interest rate on anticipated offerings of unsecured debt and 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 the Company’s 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 and Unitholders. 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 Unitholders 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 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.

A-28

RISK FACTORS

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 loans 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 loans or our senior unsecured
notes (which includes our private placement notes), depending on which is in default, and such restructuring
could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to
our stockholders and Unitholders, the market price of the Company’s common stock and the market value of the
Units. 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 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.

in turn, result

We may have to make lump-sum payments on our 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 make distributions to our stockholders and Unitholders, the market price of
the Company’s common stock and the market value of the Units 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

A-29

RISK FACTORS

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.

Earnings and cash dividends, asset value and market interest rates affect the price of the Company’s
common stock.

The market value of the Company’s common stock is based in large part upon the market’s perception of
the growth potential of the Company’s earnings and cash dividends. The market value of the Company’s
common stock is also based upon the value of the Company’s underlying real estate assets. For this reason,
shares of the Company’s common stock may trade at prices that are higher or lower than the Company’s net asset
value per share. To the extent that the Company retains operating cash flow for investment purposes, working
capital reserves, or other purposes, these retained funds, while increasing the value of the Company’s underlying
assets, may not correspondingly increase the market price of the Company’s common stock. The Company’s
failure to meet the market’s expectations with regard to future earnings and the payment of cash dividends/
distributions likely would adversely affect the market price of the Company’s 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 market price of the Company’s common stock. An increase in market
interest rates might lead prospective purchasers of the Company’s common stock to expect a higher distribution
yield, which would adversely affect the market price of the Company’s common stock. Any reduction in the
market price of the Company’s common stock would, in turn, reduce the market value of the Units.

We may become subject to litigation.

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 may, as an owner or operator of
real estate, 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 hazardous or toxic materials, or the arrangement of such disposal or
treatment, may cause us to 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. Moreover, there can be no assurance that (i) changes to existing
laws, ordinances or regulations to address, among other things, climate change, will not impose any material
environmental liability or (ii) the current environmental condition of our properties will not be affected by
customers, by the condition of land or operations in the vicinity of our properties (such as releases from
underground storage tanks), or by third-parties unrelated to us.

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RISK FACTORS

All of our properties were subject to a Phase I or similar environmental assessment by independent
environmental consultants at the time of acquisition. Phase I assessments are intended to discover and evaluate
information regarding the environmental condition of the surveyed property and surrounding properties. Phase I
assessments generally include a historical review, a public records review, an investigation of the surveyed site
and surrounding properties, and preparation and issuance of a written report, but do not include soil sampling or
subsurface investigations and typically do not include an asbestos survey. While some of these assessments have
led to further investigation and sampling, none of our environmental assessments of our properties have revealed
an environmental liability that we believe would have a material adverse effect on our business, financial
condition or results of operations taken as a whole. However, we cannot give any assurance that such conditions
do not exist or may not arise in the future. Material environmental conditions, liabilities or compliance concerns
may arise after the environmental assessment has been completed.

Environmental laws in the U.S. also require that owners or operators of buildings containing asbestos
properly manage and maintain the asbestos, adequately inform or train those who may come into contact with
asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is
disturbed during building renovation or demolition. These laws may impose fines and penalties on building
owners or operators who fail to comply with these requirements and may allow third-parties to seek recovery
from owners or operators for personal injury associated with exposure to asbestos. Some of our properties may
contain asbestos-containing building materials.

We invest in properties historically used for industrial, manufacturing and commercial purposes. Some of
these properties contain, or may have contained, underground storage tanks for the storage of petroleum products
and other hazardous or toxic substances. All of these operations create a potential for the release of petroleum
products or other hazardous or toxic substances. Some of our properties are adjacent to or near other properties
that may have contained or currently contain underground storage tanks used to store petroleum products, or
other hazardous or toxic substances. In addition, previous or current occupants of our properties and adjacent
properties may have engaged, or may in the future engage, in activities that may release petroleum products or
other hazardous or toxic substances.

We have a portfolio environmental insurance policy that provides coverage for potential environmental
liabilities, subject to the policy’s coverage conditions and limitations, for most of our properties. From time to
time, we may acquire properties or interests in properties, with known adverse environmental conditions where
we believe that the environmental liabilities associated with these conditions are quantifiable and that the
acquisition will yield a superior risk-adjusted return. In such an instance, we underwrite the costs of
environmental
in connection with property
dispositions, we may agree to remain responsible for, and to bear the cost of, remediating or monitoring certain
environmental conditions on the properties.

investigation, clean-up and monitoring into the cost. Further,

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 and machinery, general
liability, cyber liability, fire, flood, terrorism, earthquake, extended coverage and rental loss 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 certain perils such as earthquake and cyber risk, either because coverage is not available or because we do

A-31

RISK FACTORS

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.

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, our ability to satisfy debt service obligations
and to make distributions to our stockholders and Unitholders, the market price of the Company’s common stock
and the market value of the Units could be adversely affected.

Terrorist attacks and other acts of violence or war may affect the market for the Company’s common stock,
the industry in which we conduct our operations and our profitability.

Acts of violence, including terrorist attacks could occur in the localities in which we conduct business. More
generally, 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.

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

A-32

RISK FACTORS

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 cybersecurity attack. A cybersecurity attack could
compromise the confidential information of our employees, tenants and vendors. A successful attack could have
a materially adverse effect on our business, financial condition and results of 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 we may incur or
preferred stock that we might issue 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/value of our securities, or otherwise materially adversely affect our
business, reputation, results of operations, financial condition or liquidity.

The Company is authorized to issue preferred stock. The issuance of preferred stock could adversely affect
the holders of the Company’s common stock issued pursuant to its public offerings.

Our declaration of trust authorizes the Company to issue 225,000,000 shares, of which 10,000,000 shares
are designated as preferred stock. Subject to approval by the Company’s Board of Directors, the Company may
issue preferred stock with rights, preferences and privileges that are more beneficial than the rights, preferences
and privileges of its common stock. Holders of the Company’s common stock do not have preemptive rights to
acquire any shares issued by the Company in the future. If the Company ever creates and issues 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 to our common
stockholders and Unitholders. In addition, holders of preferred stock are normally entitled to receive a preference
payment in the event of liquidation, dissolution or winding up before any payment is made to our common
stockholders, which would reduce the amount our common stockholders and Unitholders, 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 the Company.

The Company’s Board of Directors may change its 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 the Company’s Board of
Directors. These policies may be amended or revised at any time and from time to time at the discretion of the

A-33

RISK FACTORS

Company’s Board of Directors without notice to or a vote of its 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, the Company’s Board of Directors may change
its 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, ability to
satisfy our principal and interest obligations, ability to make distributions to our stockholders and Unitholders,
the market price of the Company’s common stock and the market value of the Units.

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.

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. Although we have no investments in joint ventures as of December 31, 2017, 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 in the future. Joint venture investments, in general, involve
certain risks not otherwise present with other methods of investment in real estate, including:

• joint venturers may share certain approval rights over major decisions;

• joint venturers might become bankrupt or otherwise fail to fund their share of any required capital

commitments;

• joint venturers might have economic or other business interests or goals that are competitive or

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 the Company’s qualification as a REIT;

• the joint venture agreements often restrict the transfer of a member’s or joint venturer’s interest 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 make distributions to our stockholders and Unitholders, the market
price of the Company’s common stock and the market value of the Units.

A-34

CONTROLS AND PROCEDURES

First Industrial Realty Trust, Inc.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information
required to be disclosed in its 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 management, including the Company’s principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

The Company carried out an evaluation, under the supervision and with the participation of management,
including the Company’s principal executive officer and principal financial officer, of the effectiveness of the
design and operation of its 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, the Company’s principal executive officer
and principal financial officer concluded that its 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

Management

is responsible for establishing and maintaining adequate internal control over financial
reporting. The 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.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2017. 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.

Management has concluded that, as of December 31, 2017, the Company’s internal control over financial

reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 has
been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in
their report which appears herein on page A-37. See Report of Independent Registered Public Accounting Firm.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting that occurred during
the fourth quarter of 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.

A-35

CONTROLS AND PROCEDURES

First Industrial, L.P.

Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in its 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 management, including the Company’s principal executive
officer and principal financial officer, on behalf of the Company in its capacity as the general partner of the
Operating Partnership, as appropriate, to allow timely decisions regarding required financial disclosure.

The Operating Partnership carried out an evaluation, under the supervision and with the participation of
management, including the Company’s principal executive officer and principal financial officer, on behalf of the
Company in its capacity as the general partner of the Operating Partnership, of the effectiveness of the design
and operation of the Operating Partnership’s 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, the Company’s
principal executive officer and principal financial officer, on behalf of the Company in its capacity as the general
partner of the Operating Partnership, concluded that
the Operating Partnership’s 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

Management

is responsible for establishing and maintaining adequate internal control over financial
reporting. The Operating Partnership’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.

Management has assessed the effectiveness of the Operating Partnership’s internal control over financial
reporting as of December 31, 2017. 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.

Management has concluded that, as of December 31, 2017, the Operating Partnership’s internal control over

financial reporting was effective.

The effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31,
2017 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as
stated in their report which appears herein on page A-39. See Report of Independent Registered Public
Accounting Firm.

Changes in Internal Control Over Financial Reporting

There has been no change in the Operating Partnership’s internal control over financial reporting that
occurred during the fourth quarter of 2017 that has materially affected, or is reasonably likely to materially
affect, the Operating Partnership’s internal control over financial reporting.

A-36

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of First Industrial Realty Trust, Inc. and its
subsidiaries (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of
operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three
years in the period ended December 31, 2017, including the related notes and financial statement schedule listed
in the index appearing under Item 15(a)(2) of the Company’s Form 10-K for the year ended December 31, 2017
(collectively referred to as the “consolidated financial statements”). We also have audited the Company’s
internal control over financial reporting as of December 31, 2017, based on criteria established in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of the Company as of December 31, 2017, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established
in Internal Control—Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, 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 on page A-35. Our responsibility is to express opinions on the Company’s consolidated financial
statements and on the Company’s internal control over financial reporting based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement, whether due to error or fraud, and whether effective internal control over
financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. 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.

Definition and Limitations of Internal Control over Financial Reporting

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

A-37

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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.

Chicago, Illinois
February 23, 2018

We have served as the Company’s auditor since 1993.

A-38

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of
First Industrial, L.P.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of First Industrial, L.P. and its subsidiaries
(the “Operating Partnership”) as of December 31, 2017 and 2016 and the related consolidated statements of
operations, of comprehensive income, of changes in partners’ capital and of cash flows for each of the three years
in the period ended December 31, 2017, including the related notes and financial statement schedule listed in the
index appearing under Item 15(a)(2) of the Operating Partnership’s Form 10-K for the year ended December 31,
2017 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s
internal control over financial reporting as of December 31, 2017, based on criteria established in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of the Operating Partnership as of December 31, 2017 and the results of their operations
and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with
accounting principles generally accepted in the United States of America. Also in our opinion, the Operating
Partnership maintained,
in all material respects, effective internal control over financial reporting as of
December 31, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by
the COSO.

Basis for Opinions

The Operating Partnership’s management is responsible for these consolidated financial statements, 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 on page A-36. Our responsibility is to express opinions on the Operating Partnership’s
consolidated financial statements and on the Company’s internal control over financial reporting based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement, whether due to error or fraud, and whether effective internal control over
financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. 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-39

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Definition and Limitations of Internal Control over Financial Reporting

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.

Chicago, Illinois
February 23, 2018

We have served as the Operating Partnership’s auditor since 1996.

A-40

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

December 31,
2017

December 31,
2016

(In thousands, except share
and per share data)

Assets:

Investment in Real Estate:

ASSETS

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in Progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 864,813
2,521,457
109,475
(789,919)

$ 794,821
2,523,015
67,078
(796,492)

Net Investment in Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,705,826

2,588,422

Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and

Amortization of $0 and $1,471 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Accounts Receivable, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Rent Receivable, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Leasing Intangibles, Net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid Expenses and Other Assets, Net

—
21,146
25,336
4,873
70,254
30,481
83,146

2,354
9,859
11,602
4,757
67,382
29,499
79,388

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,941,062

$2,793,263

Liabilities:

Indebtedness:

LIABILITIES AND EQUITY

Mortgage Loans Payable, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Unsecured Notes, Net
Unsecured Term Loans, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts Payable, Accrued Expenses and Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Leasing Intangibles, Net
Rents Received in Advance and Security Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 450,056
246,673
455,768
144,500
86,532
10,355
44,285
27,016

$ 495,956
204,998
456,638
189,500
84,412
10,400
43,300
23,434

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,465,185

1,508,638

Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity:

—

—

First Industrial Realty Trust Inc.’s Stockholders’ Equity:

Common Stock ($0.01 par value, 225,000,000 and 150,000,000 shares authorized and

119,883,180 and 117,107,746 shares issued and outstanding) . . . . . . . . . . . . . . . . . . . .
Additional Paid-in-Capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions in Excess of Accumulated Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated Other Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total First Industrial Realty Trust, Inc.’s Stockholders’ Equity . . . . . . . . . . . . . . . . . . .
Noncontrolling Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,199
1,967,110
(541,847)
1,338

1,427,800
48,077

1,172
1,886,771
(641,859)
(4,643)

1,241,441
43,184

Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,475,877

1,284,625

Total Liabilities and Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,941,062

$2,793,263

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

A-41

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

(In thousands, except per share data)

Revenues:

Rental Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Recoveries and Other Income . . . . . . . . . . . . . . . . . . . . . . .

$303,874
92,528

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

396,402

$289,858
88,162

378,020

$281,186
84,637

365,823

Expenses:

Property Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and Other Amortization . . . . . . . . . . . . . . . . . . . . . . .

Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other Income (Expense):

Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . .
Settlement Gain (Loss) on Interest Rate Protection Agreements . .
Loss from Retirement of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

113,494
28,079
—
—
116,364

257,937

131,269
(57,199)
(3,162)
1,896
(1,775)

Total Other Income (Expense) . . . . . . . . . . . . . . . . . . . . . . . . . .

71,029

Income from Operations Before Equity in Income of Joint

Ventures and Income Tax Provision . . . . . . . . . . . . . . . . . .
Equity in Income of Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .

Less: Net Income Attributable to the Noncontrolling Interest

209,494
—
(1,193)

208,301
(6,845)

Net Income Available to First Industrial Realty Trust, Inc.’s

112,324
26,703
491
—
117,282

256,800

68,202
(59,430)
(3,219)
—
—

5,553

126,773
—
(1,089)

125,684
(4,452)

114,628
25,362
1,403
626
113,814

255,833

48,906
(67,424)
(3,159)
(11,546)
—

(33,223)

76,767
55
(117)

76,705
(2,903)

Common Stockholders and Participating Securities . . . . . . . . . .

201,456

121,232

73,802

Basic Earnings Per Share:

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

1.70

$

1.05

$

0.67

Diluted Earnings Per Share:

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dividends/Distributions Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

1.69

0.84

Weighted Average Shares Outstanding - Basic . . . . . . . . . . . . . . . . .

118,272

Weighted Average Shares Outstanding - Diluted . . . . . . . . . . . . . . . .

118,787

$

$

1.05

0.76

115,030

115,370

$

$

0.66

0.51

110,352

110,781

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

A-42

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $208,301
5,981
Mark-to-Market Gain (Loss) on Interest Rate Protection Agreements . . .
Reclassification of Fair Value of Interest Rate Protection Agreements

(See Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Interest Rate Protection Agreements . . . . . . . . . . . . . . .
Foreign Currency Translation Adjustment . . . . . . . . . . . . . . . . . . . . . . . .

—
205
—

(In thousands)
$125,684
4,849

—
390
—

Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .

Comprehensive Income Attributable to Noncontrolling Interest

214,487
(6,642)

130,923
(4,638)

$76,705
(9,155)

12,990
524
15

81,079
(3,069)

Comprehensive Income Attributable to First Industrial Realty

Trust, Inc.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $207,845

$126,285

$78,010

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

A-43

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Balance as of December 31, 2014 . . . . . . . . . . . . . .
Stock Based Compensation Activity . . . . . . . . . .
Conversion of Limited Partner Units to

Common Stock . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .

Reallocation—Additional Paid-in-Capital
Common Stock Dividends and Unit

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reallocation—Other Comprehensive Income . .
Other Comprehensive Income . . . . . . . . . . . . . . .

Balance as of December 31, 2015 . . . . . . . . . . . . . .
Issuance of Common Stock, Net of Issuance

Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Based Compensation Activity . . . . . . . . . .
Conversion of Limited Partner Units to

Common Stock . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .

Reallocation—Additional Paid-in-Capital
Common Stock Dividends and Unit

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reallocation—Other Comprehensive Income . .
Other Comprehensive Income . . . . . . . . . . . . . . .

Balance as of December 31, 2016 . . . . . . . . . . . . . .
Issuance of Common Stock, Net of Issuance

Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Based Compensation Activity . . . . . . . . . .
Conversion of Limited Partner Units to

Common Stock . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .

Reallocation—Additional Paid-in-Capital
Common Stock Dividends and Unit

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reallocation—Other Comprehensive Income . .
Other Comprehensive Income . . . . . . . . . . . . . . .

Common
Stock

Additional
Paid-in-
Capital

Distributions
in Excess of
Accumulated
Earnings

Accumulated
Other
Comprehensive
(Loss) Income

Noncontrolling
Interest

Total

$1,106
4

$1,751,059
4,656

$(689,348)
(2,417)

$(13,867)
—

$41,877
—

$1,090,827
2,243

1
—

—
—
—
—

672
28

—
—
—
—

—
—

(56,796)
73,802
—
—

—
—

—
—
(8)
4,208

(673)
(28)

(2,218)
2,903
8
166

—
—

(59,014)
76,705
—
4,374

$1,111

$1,756,415

$(674,759)

$ (9,667)

$42,035

$1,115,135

56
2

3
—

—
—
—
—

124,528
5,516

2,859
(2,547)

—
(217)

—
—

—
—
—
—

(88,115)
121,232
—
—

—
—

—
—

—
—
(29)
5,053

—
—

124,584
5,301

(2,862)
2,547

(3,203)
4,452
29
186

—
—

(91,318)
125,684
—
5,239

$1,172

$1,886,771

$(641,859)

$ (4,643)

$43,184

$1,284,625

25
2

—
—

—
—
—
—

74,636
6,932

364
(1,593)

—
(724)

—
—

— (100,720)
201,456
—
—
—
—
—

—
—

—
—

—
—
(408)
6,389

—
—

(364)
1,593

(3,386)
6,845
408
(203)

74,661
6,210

—
—

(104,106)
208,301
—
6,186

Balance as of December 31, 2017 . . . . . . . . . . . . . .

$1,199

$1,967,110

$(541,847)

$ 1,338

$48,077

$1,475,877

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

A-44

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 208,301 $ 125,684 $ 76,705
Adjustments to Reconcile Net Income to Net Cash Provided by

Operating Activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Amortization, including Stock Based Compensation . . . . . . . . .
Impairment of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for Bad Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from Retirement of Debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mark-to-Market Loss on Interest Rate Protection Agreements . . . . . . .
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses
and Other Assets, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .

Increase in Deferred Rent Receivable, Net
(Decrease) Increase in Accounts Payable, Accrued Expenses, Other

94,078
3,162
29,252
—
177
(131,269)
1,775
—

95,514
3,219
28,403
—
563
(68,202)
—
—

92,955
3,159
28,359
626
954
(48,906)
—
11,546

(5,829)
(5,299)

965
(6,602)

(2,686)
(6,181)

Liabilities, Rents Received in Advance and Security Deposits . . . . .

(465)

(5,655)

5,673

Payments of Discounts and Prepayment Penalties Associated with

Retirement of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Casualty and Involuntary Conversion . . . . . . . . . . . . . . . . . . .
Other Operating Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,453)
(1,321)
—

(554)
—
—

—
—
(55)

Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . .

191,109

173,335

162,149

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to Investment in Real Estate and Non-Acquisition Tenant

Improvements and Lease Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Proceeds from Sales of Investments in Real Estate . . . . . . . . . . . . . . .
Proceeds from Casualty and Involuntary Conversion . . . . . . . . . . . . . . . .
Settlement of Interest Rate Protection Agreements . . . . . . . . . . . . . . . . . .
(Increase) Decrease in Escrows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Investing Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(175,303)

(107,484)

(168,122)

(146,003)
228,102
10,094
—
(13,169)
51

(150,079)
(179,994)
154,024
163,435
—
—
— (11,546)
(24,037)
2,686

13,008
43

Net Cash Used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . .

(96,228)

(110,992)

(197,074)

A-45

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

CASH FLOWS FROM FINANCING ACTIVITIES:

Debt and Equity Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the Issuance of Common Stock, Net of Underwriter’s

Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase and Retirement of Restricted Stock . . . . . . . . . . . . . . . . . . . .
Common Stock Dividends and Unit Distributions Paid . . . . . . . . . . . . . . .
Repayments on Mortgage Loans Payable . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Senior Unsecured Notes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of Senior Unsecured Notes . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Unsecured Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments on Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

(In thousands)

(6,864)

(375)

(5,158)

74,880
(2,401)
(100,524)
(46,832)
200,000
(156,852)
—
429,000
(474,000)

124,936
(5,242)
(82,696)
(70,969)
—
(159,125)

—
(2,101)
(55,811)
(35,004)
—
—
— 260,000
321,500
(454,000)

442,000
(305,000)

Net Cash (Used in) Provided by Financing Activities . . . . . . . . . . . .

(83,593)

(56,471)

29,426

Net Effect of Exchange Rate Changes on Cash and Cash Equivalents . . . . .
Net Increase (Decrease) in Cash and Cash Equivalents . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . .

—
11,287
9,859

—
5,872
3,987

(14)
(5,499)
9,500

Cash and Cash Equivalents, End of Year . . . . . . . . . . . . . . . . . . . . . . $ 21,146 $

9,859 $

3,987

SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH

FLOWS:

Interest Paid, Net of Interest Expense Capitalized in Connection with

Development Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 56,844 $ 63,600 $ 66,452

Interest Expense Capitalized in Connection with Development Activity . . . $

4,353 $

3,523 $

2,453

Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

769 $

1,358 $

23

Supplemental Schedule of Non-Cash Investing and Financing Activities:

Common Stock Dividends and Unit Distributions Payable . . . . . . . . . . . . $ 27,016 $ 23,434 $ 14,812

Exchange of Limited Partnership Units for Common Stock:

Noncontrolling Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Paid-in-Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(364) $
—
364

— $

(2,862) $
3
2,859

— $

(673)
1
672

—

Assumption of Indebtedness and Other Liabilities in Connection with the

Acquisition of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

1,269 $

5,405 $

2,090

Accounts Payable Related to Construction in Progress and Additions to

Investment in Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,597 $ 32,712 $ 25,747

Write-off of Fully Depreciated Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (35,560) $ (44,080) $ (45,457)

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

A-46

FIRST INDUSTRIAL, L.P.

CONSOLIDATED BALANCE SHEETS

December 31,
2017

December 31,
2016

(In thousands, except Unit data)

Assets:

Investment in Real Estate:

ASSETS

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in Progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 864,813
2,521,457
109,475
(789,919)

$ 794,821
2,523,015
67,078
(796,492)

Net Investment in Real Estate (including $270,708 and $278,398 related to

consolidated variable interest entities, see Note 5) . . . . . . . . . . . . . . . . . . .

2,705,826

2,588,422

Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation

and Amortization of $0 and $1,471 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Accounts Receivable, Net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Rent Receivable, Net
Deferred Leasing Intangibles, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid Expenses and Other Assets, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
21,146
25,336
4,873
70,254
30,481
93,264

2,354
9,859
11,602
4,757
67,382
29,499
89,826

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,951,180

$2,803,701

LIABILITIES AND PARTNERS’ CAPITAL

Liabilities:

Indebtedness:

Mortgage Loans Payable, Net (including $61,256 and $70,366 related to

consolidated variable interest entities, see Note 5) . . . . . . . . . . . . . . . . . . . . .
Senior Unsecured Notes, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured Term Loans, Net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts Payable, Accrued Expenses and Other Liabilities . . . . . . . . . . . . . . . . . .
Deferred Leasing Intangibles, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rents Received in Advance and Security Deposits . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 450,056
246,673
455,768
144,500
86,532
10,355
44,285
27,016

$ 495,956
204,998
456,638
189,500
84,412
10,400
43,300
23,434

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,465,185

1,508,638

Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Partners’ Capital:

—

—

First Industrial L.P.’s Partners’ Capital:

General Partner Units (119,883,180 and 117,107,746 units outstanding) . . . . . .
Limited Partners Units (4,008,221 and 4,039,375 units outstanding) . . . . . . . . .
Accumulated Other Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . .

Total First Industrial L.P.’s Partners’ Capital

. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Noncontrolling Interest

1,401,583
82,251
1,382

1,485,216
779

1,219,755
79,156
(4,804)

1,294,107
956

Total Partners’ Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,485,995

1,295,063

Total Liabilities and Partners’ Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,951,180

$2,803,701

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

A-47

FIRST INDUSTRIAL L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

(In thousands, except per Unit data)

Revenues:

Rental Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $303,874
92,528
Tenant Recoveries and Other Income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$289,858
88,162

$281,186
84,637

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

396,402

378,020

365,823

Expenses:

Property Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and Other Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . .

113,494
28,079
—
—
116,364

112,324
26,703
491
—
117,282

114,628
25,247
1,403
626
113,814

Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

257,937

256,800

255,718

Other Income (Expense):

Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement Gain (Loss) on Interest Rate Protection Agreements . . . . . . .
Loss from Retirement of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

131,269
(57,199)
(3,162)
1,896
(1,775)

68,202
(59,430)
(3,219)
—
—

48,906
(67,424)
(3,159)
(11,546)
—

Total Other Income (Expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

71,029

5,553

(33,223)

Income from Continuing Operations Before Equity in Income of

Joint Ventures and Income Tax Provision . . . . . . . . . . . . . . . . . .
Equity in Income of Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .

Less: Net Income Attributable to the Noncontrolling Interest

209,494
—
(1,193)

208,301
(143)

126,773
—
(1,089)

125,684
(137)

76,882
55
(117)

76,820
(138)

Net Income Available to Unitholders and Participating Securities . . . . . $208,158

$125,547

$ 76,682

Basic Earnings Per Unit:

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

1.70

Diluted Earnings Per Unit:

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

1.69

Distributions Per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.84

$

$

$

1.05

1.05

0.76

$

$

$

0.67

0.66

0.51

Weighted Average Units Outstanding - Basic . . . . . . . . . . . . . . . . . . . . . . .

122,306

119,274

114,709

Weighted Average Units Outstanding - Diluted . . . . . . . . . . . . . . . . . . . . . .

122,821

119,614

115,138

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

A-48

FIRST INDUSTRIAL L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mark-to-Market Gain (Loss) on Interest Rate Protection

Year Ended
December 31,
2017

$208,301

Year Ended
December 31,
2016

(In thousands)
$125,684

Year Ended
December 31,
2015

$76,820

Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,981

4,849

(9,155)

Reclassification of Fair Value of Interest Rate Protection

Agreements (See Note 12)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Interest Rate Protection Agreements . . . . . . . . . . . .
Foreign Currency Translation Adjustment . . . . . . . . . . . . . . . . . . . . .

—
205
—

—
390
—

Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .

Comprehensive Income Attributable to Noncontrolling Interest

$214,487
(143)

$130,923
(137)

12,990
524
(26)

$81,153
(138)

Comprehensive Income Attributable to Unitholders . . . . . . . . . . .

$214,344

$130,786

$81,015

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

A-49

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FIRST INDUSTRIAL, L.P.

General
Partner
Units

Limited
Partner
Units

Accumulated
Other
Comprehensive
(Loss) Income

Noncontrolling
Interest

Total

Balance as of December 31, 2014 . . . . . . . . . . . . . . . $1,034,129 $80,757
—

Stock Based Compensation Activity . . . . . . . . . . .
Conversion of Limited Partner Units to General

2,243

Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unit Distributions . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
Contributions from Noncontrolling Interest
Distributions to Noncontrolling Interest . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Income . . . . . . . . . . . . . . . .

673

(673)
(56,796) (2,218)
—
—
2,903
—

—
—
73,779
—

$(14,376)
—

$1,080
—

$1,101,590
2,243

—
—
—
—
—
4,333

—
—
67
(189)
138
—

—
(59,014)
67
(189)
76,820
4,333

Balance as of December 31, 2015 . . . . . . . . . . . . . . . $1,054,028 $80,769

$(10,043)

$1,096

$1,125,850

Issuance of General Partner Units, Net of

Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Based Compensation Activity . . . . . . . . . . .
Conversion of Limited Partner Units to General

Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unit Distributions . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
Contributions from Noncontrolling Interest
Distributions to Noncontrolling Interest . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Income . . . . . . . . . . . . . . . .

124,584
5,301

—
—

2,862 (2,862)
(88,115) (3,203)
—
—
4,452
—

—
—
121,095
—

—
—

—
—
—
—
—
5,239

—
—

—
—
123
(400)
137
—

124,584
5,301

—
(91,318)
123
(400)
125,684
5,239

Balance as of December 31, 2016 . . . . . . . . . . . . . . . $1,219,755 $79,156

$ (4,804)

$ 956

$1,295,063

Contribution of General Partner Units, Net of

Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Based Compensation Activity . . . . . . . . . . .
Conversion of Limited Partner Units to General

Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unit Distributions . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions from Noncontrolling Interest
. . . . .
Distributions to Noncontrolling Interest . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Income . . . . . . . . . . . . . . . .

74,661
6,210

—
—

364

(364)
(100,720) (3,386)
—
—
6,845
—

—
—
201,313
—

—
—

—
—
—
—
—
6,186

—
—

—
—
40
(360)
143
—

74,661
6,210

—
(104,106)
40
(360)
208,301
6,186

Balance as of December 31, 2017 . . . . . . . . . . . . . . . $1,401,583 $82,251

$ 1,382

$ 779

$1,485,995

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

A-50

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Amortization, including Stock Based Compensation . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for Bad Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from Retirement of Debt
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mark-to-Market Loss on Interest Rate Protection Agreements . . . . . . . . . . . . . . . . . . . . . . .
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets,

Net

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Increase in Deferred Rent Receivable, Net
(Decrease) Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents

Received in Advance and Security Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of Discounts and Prepayment Penalties Associated with Retirement of Debt . . . .
Gain on Casualty and Involuntary Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Operating Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

(In thousands)

$ 208,301

$ 125,684

$ 76,820

94,078
3,162
29,252
—
177
(131,269)
1,775
—

(5,510)
(5,299)

(465)
(1,453)
(1,321)
—

95,514
3,219
28,403
—
563
(68,202)
—
—

1,242
(6,602)

(5,655)
(554)
—
—

92,955
3,159
28,359
626
954
(48,906)
—
11,546

(2,673)
(6,181)

5,682
—
—
(55)

Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

191,428

173,612

162,286

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and

Lease Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Proceeds from Sales of Investments in Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Casualty and Involuntary Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlement of Interest Rate Protection Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Increase) Decrease in Escrows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Investing Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(175,303)

(107,484)

(168,122)

(146,003)
228,102
10,094
—
(13,169)
51

(179,994)
163,435
—
—
13,008
43

(150,079)
154,024
—
(11,546)
(24,037)
2,686

Net Cash Used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(96,228)

(110,992)

(197,074)

CASH FLOWS FROM FINANCING ACTIVITIES:

Debt and Equity Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contribution of General Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase and Retirement of Restricted Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unit Distributions Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions from Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments on Mortgage Loans Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Senior Unsecured Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of Senior Unsecured Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Unsecured Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments on Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6,864)
74,880
(2,401)
(100,524)
40
(360)
(46,832)
200,000
(156,852)
—
429,000
(474,000)

(375)
124,936
(5,242)
(82,696)
123
(400)
(70,969)
—
(159,125)
—
442,000
(305,000)

(5,158)
—
(2,101)
(55,811)
67
(189)
(35,004)
—
—
260,000
321,500
(454,000)

Net Cash (Used in) Provided by Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(83,913)

(56,748)

29,304

Net Effect of Exchange Rate Changes on Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . .
Net Increase (Decrease) in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
11,287
9,859

—
5,872
3,987

(14)
(5,484)
9,485

Cash and Cash Equivalents, End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 21,146

$

9,859

$

3,987

A-51

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

(In thousands)

SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Paid, Net of Interest Expense Capitalized in Connection with Development Activity . . .

$ 56,844

$ 63,600

$ 66,452

Interest Expense Capitalized in Connection with Development Activity . . . . . . . . . . . . . . . . . . . . . .

$ 4,353

$ 3,523

$ 2,453

Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

769

$ 1,358

$

23

Supplemental Schedule of Non-Cash Investing and Financing Activities:

General and Limited Partner Unit Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 27,016

$ 23,434

$ 14,812

Exchange of Limited Partner Units for General Partner Units:

Limited Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

(364)
364

—

$ (2,862)
2,862

$

—

$

$

(673)
673

—

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

Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,269

$ 5,405

$ 2,090

Accounts Payable Related to Construction in Progress and Additions to Investment in Real

Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 38,597

$ 32,712

$ 25,747

Write-off of Fully Depreciated Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(35,560)

$(44,080)

$(45,457)

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

A-52

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share and Unit data)

1. Organization

First Industrial Realty Trust, Inc. (the “Company”) is a self-administered and fully integrated real estate
company which owns, manages, acquires, sells, develops and redevelops industrial real estate. The Company is a
Maryland corporation organized on August 10, 1993 and a real estate investment trust (“REIT”) as defined in the
Internal Revenue Code of 1986 (the “Code”). Unless stated otherwise or the context otherwise requires, the terms
“we,” “our” and “us” refer to the Company and its subsidiaries, including its operating partnership, First
Industrial, L.P. (the “Operating Partnership”), and its consolidated subsidiaries.

the operating data of which,

We began operations on July 1, 1994. The Company’s operations are conducted primarily through the
Operating Partnership, of which the Company is the sole general partner (the “General Partner”), with an
approximate 96.8% and 96.7% ownership interest (“General Partner Units”) at December 31, 2017 and 2016,
respectively. The Operating Partnership also conducts operations through eight other limited partnerships (the
“Other Real Estate Partnerships”), numerous limited liability companies (“LLCs”) and certain taxable REIT
subsidiaries (“TRSs”),
is
consolidated with that of the Company as presented herein. The Operating Partnership holds at least a 99%
limited partnership interest in each of the Other Real Estate Partnerships. The general partners of the Other Real
Estate Partnerships are separate corporations, wholly-owned by the Company, each with at least a .01% general
partnership interest in the Other Real Estate Partnerships. The Company 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. Noncontrolling interest
in the Operating Partnership of
approximately 3.2% and 3.3% at December 31, 2017 and 2016, respectively, represents the aggregate partnership
interest held by the limited partners thereof (“Limited Partner Units” and together with the General Partner Units,
the “Units”).

together with that of the Operating Partnership,

Profits, losses and distributions of the Operating Partnership, the LLCs, the Other Real Estate Partnerships
and the TRSs are allocated to the general partner and the limited partners, the members or the shareholders, as
applicable, of such entities in accordance with the provisions contained within their respective organizational
documents.

As of December 31, 2017, we owned 488 industrial properties located in 21 states, containing an aggregate
of approximately 60.2 million square feet of gross leasable area (“GLA”).Of the 488 properties owned on a
consolidated basis, none of them are directly owned by the Company.

Any references to the number of industrial properties and square footage in the financial statement footnotes

are unaudited.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements at December 31, 2017 and 2016 and for each of the
years ended December 31, 2017, 2016 and 2015 include the accounts and operating results of the Company and
the Operating Partnership. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

In order to conform with generally accepted accounting principles (“GAAP”), in preparation of our
consolidated financial statements we are required 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, 2017 and

A-53

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2016, and the reported amounts of revenues and expenses for each of the years ended December 31, 2017, 2016
and 2015. Actual results could differ from those estimates.

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 or asset group). 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. If the sum of the expected future net cash flows (undiscounted and
without interest charges) is less than the carrying amount of the property or group of properties, we will
recognize an impairment loss based upon the estimated fair value of the property or group of properties. 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 or group of properties previously classified as held for
sale, we will reclassify the properties as held and used. Properties are measured at the lower of their carrying
amounts (adjusted for any depreciation and amortization expense that would have been recognized had the
properties 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. Interest
is
capitalized using the weighted average borrowing rate during the period.

Depreciation expense is computed using the straight-line method based on the following useful lives:

Buildings and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, Fixtures and Equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Years

7 to 50
5 to 20
3 to 10
Lease Term

A-54

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 tenants 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
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.

Acquisition related costs associated with business combinations are expensed as incurred. As defined by
GAAP, a business is an integrated set of activities and assets that is capable of being conducted and managed for
the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to
investors or other owners, members or participants. Due to the adoption of the Accounting Standard Updates
(“ASU”) in 2017, we expect most acquisitions to be treated as asset acquisitions rather than business
combinations as our typical acquisitions consist of properties whereby substantially all the fair value of gross
assets acquired is concentrated in a single asset (land, building, and in-place leases), which under the new
standard, will be treated as an asset acquisition. Acquisition costs related to asset acquisitions are capitalized to
the basis of the acquired asset.

A-55

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred leasing intangibles, net of accumulated amortization,

included in our total assets and total

liabilities consist of the following:

December 31,
2017

December 31,
2016

In-Place Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Above Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below Market Ground Lease Obligation . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$19,921
2,298
1,688
6,574

$17,529
2,373
1,733
7,864

Total Included in Total Assets, Net of $29,604 and $27,336 of

Accumulated Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$30,481

$29,499

Below Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$10,355

$10,400

Total Included in Total Liabilities, Net of $10,578 and $10,193 of

Accumulated Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$10,355

$10,400

Amortization expense related to in-place leases and tenant relationships was $6,648, $6,717 and $6,326 for
the years ended December 31, 2017, 2016 and 2015, respectively. Rental revenues increased by $1,116, $996 and
$462 related to net amortization of above and below market leases. We will recognize net amortization expense
related to deferred leasing intangibles over the next five years, for properties owned as of December 31, 2017 as
follows:

Estimated Amortization
of In-Place Leases and
Tenant Relationships

Estimated Net Increase to
Rental Revenues Related to
Above and Below Market Leases

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$5,648
$4,753
$3,982
$2,590
$2,339

$1,009
$1,019
$ 914
$ 845
$ 833

Debt Issuance Costs

Debt issuance 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. Unamortized debt issuance costs are written-off when
debt is retired before the maturity date. Debt issuance costs are presented as a direct deduction from the carrying
amount of the respective debt liability, consistent with debt discounts. The debt issuance costs related to the
unsecured credit facility remain classified as an asset and are included in prepaid expenses and other assets on the
consolidated balance sheets.

Investments in Joint Ventures

Investments in joint ventures represented noncontrolling equity or limited partnership interests in joint
ventures. We accounted for investments in joint ventures under the equity method of accounting, as we did 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 (“VIEs”). In order to assess
whether consolidation of a VIE is required, an enterprise is required to qualitatively assess the determination of

A-56

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the primary beneficiary of a 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 joint ventures was reflected in
income as earned and contributions or distributions increased or decreased 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 were amortized over the respective lives of the underlying assets.
During the year ended 2015, the joint venture in which we held a noncontrolling equity interest, sold its last
remaining industrial property.

Limited Partner Units

Limited Partner Units are reported within Partners’ Capital in the Operating Partnership’s balance sheet as
of December 31, 2017 and 2016 because they are not redeemable for cash or other assets (a) at a fixed or
determinable date, (b) at the option of the Unitholder or (c) upon the occurrence of an event that is not solely
within the control of the Operating Partnership. Redemption can be effectuated, as determined by the General
Partner, either by exchanging the Units for shares of common stock of the Company on a one-for-one basis,
subject to adjustment, or by paying cash equal to the fair market value of such shares.

The Operating Partnership is the only significant asset of the Company and economic, fiduciary and
contractual means align the interests of the Company and the Operating Partnership. The Company’s Board of
Directors and officers of the Company direct the Company to act when acting in its capacity as sole general
partner of the Operating Partnership. Because of this, the Operating Partnership is deemed to have effective
control of the form of redemption consideration. As of December 31, 2017, all criteria were met for the
Operating Partnership to control the actions or events necessary to issue the maximum number of the Company’s
common shares required to be delivered upon redemption of all remaining Limited Partner Units.

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 stock dividends or preferred Unit distributions and redemption of preferred
stock or preferred Units, is allocated to common stockholders or Unitholders and participating securities based
upon their proportionate share of weighted average shares or Units 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 or restricted Unit 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 or Units. See Note 8 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.

A-57

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

If the lease provides for tenant improvements, we determine whether the tenant improvements are owned by
the tenant or us. When we are the owner of the tenant improvements, the tenant is not considered to have taken
physical possession or have control of the leased asset until the tenant improvements are substantially complete.
Also, when we are the owner of the tenant improvements, any tenant improvements funded by the tenant are
treated as lease payments which are deferred and amortized into income over the lease term. When the tenant is
the owner of the tenant
improvement allowance funded as a lease
inducement and amortize it as a reduction of revenue over the lease term.

improvements, we record any tenant

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.

We provide an allowance for doubtful accounts against the portion of tenant accounts receivable including
deferred rent receivable, which is estimated to be uncollectible. Tenant accounts receivable in the consolidated
balance sheets are shown net of an allowance for doubtful accounts of $310 and $528 as of December 31, 2017
and 2016, respectively. Deferred rent receivable in the consolidated balance sheets is shown net of an allowance
for doubtful accounts of $1,557 and $1,694 as of December 31, 2017 and 2016, 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. 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.

Income Taxes

The Company has elected to be taxed as a REIT under the Code. To qualify as a REIT, the Company must
meet a number of organizational and operational requirements, including a requirement to distribute at least 90%
of its adjusted taxable income to its stockholders. Management
intends to continue to adhere to these
requirements and to maintain the Company’s REIT status. As a REIT, the Company is entitled to a tax deduction
for some or all of the dividends it pays to shareholders. Accordingly, the Company generally will not be subject
to federal income taxes as long as it currently distributes to shareholders an amount equal to or in excess of the
Company’s taxable income. If the Company fails to qualify as a REIT in any taxable year, it 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.

In accordance with partnership taxation, each of the partners of the Operating Partnership is responsible for

reporting their share of taxable income or loss.

We may also be subject to certain federal excise and franchise taxes if we engage in certain types of
transactions. A benefit or provision has been made for federal, state and local income taxes in the accompanying
consolidated financial statements. 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.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Earnings Per Share and Earnings Per Unit (“EPS” and “EPU”)

Basic net income per common share or Unit is computed by dividing net income available to common
shareholders or Unitholders by the weighted average number of common shares or Units outstanding for the
period.

Diluted net income per common share or Unit is computed by dividing net income available to common
shareholders or Unitholders by the sum of the weighted average number of common shares or Units outstanding
and any dilutive non-participating securities for the period.

Derivative Financial Instruments

Historically, we have used interest rate protection agreements (“Agreements”) to fix the interest rate on
anticipated offerings of senior unsecured notes. 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 whereas mark-to-market gains and losses on Agreements
which do not qualify for hedge accounting are recognized in net income immediately. Amounts accumulated in
other comprehensive income (loss) during the hedge period are reclassified to earnings in the same period during
which the forecasted transaction or hedged item affects net income. 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 fair value of Agreements,
not the notional amounts.

Fair Value

GAAP establishes a framework for measuring fair value and requires disclosures about fair value
measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a
liability (an exit price) in an orderly transaction between market participants. The guidance establishes a
hierarchy for inputs used in measuring fair value based on observable and unobservable inputs by requiring that
the most observable inputs be used when available. Observable inputs are based on market data obtained from
independent sources. Unobservable inputs are inputs that reflect our assumptions of pricing the asset or liability
based on the best information available in the circumstances. We estimate fair value using available market
information and valuation methodologies we believe to be appropriate for these purposes. The fair value
hierarchy consists of the following three broad levels:

‰ Level 1 — quoted prices in active markets for identical assets or liabilities that the entity can access at the

measurement date;

‰ Level 2 — inputs other than quoted prices within Level 1 that are either directly or indirectly observable

for the asset or liability; and

‰ Level 3 — unobservable inputs in which little or no market data exists for the asset or liability.

Our assets and liabilities that are measured at fair value are classified in their entirety based on the lowest
level of input that is significant to their fair value measurement. Considerable judgment and a high degree of
subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of
amounts that we would realize on disposition.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Discontinued Operations and Assets Held for Sale

We report results of operations from real estate assets that are sold or classified as held for sale as
discontinued operations provided the disposal represents a strategic shift that has (or will have) a major effect on
our operations and financial results.

We generally classify certain properties and related assets and liabilities as held for sale when the sale of an
asset has been duly approved by management, a legally enforceable contract has been executed and the buyers
due diligence period, if any, has expired. At such time, the respective assets and liabilities are presented
separately on the consolidated balance sheets. Assets held for sale are reported at the lower of carrying value or
estimated fair value less estimated costs to sell.

Segment Reporting

Management views the Company, inclusive of the Operating Partnership, as a single segment based on its

method of internal reporting.

Recent Accounting Pronouncements

New Accounting Standards Adopted

Effective January 1, 2017, we adopted ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying
the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the framework for determining whether
an integrated set of assets and activities meets the definition of a business. The revised framework establishes a
screen for determining whether an integrated set of assets and activities is a business and narrows the definition
of a business, which is expected to result in fewer transactions being accounted for as business combinations.
Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted
for as asset acquisitions. We applied ASU 2017-01 prospectively. We anticipate that our acquisitions of real
estate in the future will generally not meet the definition of a business combination and, accordingly, transaction
costs which have historically been expensed will be capitalized as part of the basis of the real estate assets
acquired.

New Accounting Standards Issued but not yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU
2014-09”). ASU 2014-09 requires entities to recognize revenue when they transfer promised goods or services to
customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange
for those goods or services. ASU 2014-09 is effective for annual periods beginning after December 15, 2017. We
will adopt the new standard effective January 1, 2018. Given the nature of our business, a majority of our
revenue comes from rent and recoveries earned from leasing our properties which will be assessed with the
adoption of the new lease accounting standard discussed below. Generally, our only significant source of
non-lease related contract revenue comes from real estate sales; however, our property dispositions over the last
three years have been cash sales with no future involvement in the property operations. Therefore, we do not
anticipate that the adoption of the standard will have a material impact on our financial position or results of
operations.

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-02,
“Leases” (“ASU 2016-02”), which amends the existing accounting standards for lease accounting and sets out
the principles for the recognition, measurement, presentation and disclosure of leases. ASU 2016-02 will require

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

lessees, at lease commencement to record a lease liability, which is a lessee’s obligation to make lease payments
arising from a lease, measured on a discounted basis, and record a right-of-use asset, which represents the
lessee’s right to use, or control the use of, a specified asset for the lease term. We are a lessee on a limited
number of ground and office leases as disclosed in Note 14. While we expect to record a right-of-use asset and
lease liability upon adoption of this standard, we anticipate the impact will not be material to our overall financial
condition and results of operations. We are the lessor on a significant number of leases, however, we believe that
ASU 2016-02 will have minimal impact to our financial condition or results of operations as such leases will be
accounted for in a similar method to existing GAAP standards with the underlying leased asset being reported
and recognized as a real estate asset and rental income being recognized on a straight line basis over the lease
term. The most significant changes ASU 2016-02 will have to lessor accounting will be the requirement that
lessors expense certain initial direct costs that are not incremental in negotiating a lease as incurred. Under
existing GAAP standards, certain of these costs are capitalizable. ASU 2016-02 requires the use of a modified
retrospective approach for all leases existing at, or entered into after, the beginning of the earliest period
presented in the consolidated financial statements, with certain practical expedients available. If practical
expedients are elected, we would not be required to reassess (1) whether an expired or existing contract meets the
definition of a lease; (2) the lease classification for expired or existing leases; and (3) whether costs previously
capitalized as initial direct costs would continue to be amortized. We continue to monitor FASB activity with
respect to possible amendments to ASU 2016-02, particularly the Board’s recent vote to provide an optional
practical expedient to lessors that would remove the requirement for lessors to separate lease and non-lease
components when the pattern of recognition of those components are the same and, when combined as a single
unit, those would be classified as operating leases. Should such amendment be finalized, we expect to elect the
practical expedient. We will adopt ASU 2016-02 on January 1, 2019 and anticipate electing the practical
expedients. We will continue to refine our evaluation and finalize our implementation plan throughout 2018.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification
of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 addresses eight specific cash
flow issues and intends to reduce the diversity in practice in how certain cash receipts and cash payments are
presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning
after December 15, 2017 with retrospective application required. We expect ASU 2016-15 to impact the
presentation of our consolidated statement of cash flows and we will adopt ASU 2016-15 on January 1, 2018.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted
Cash” (“ASU 2016-18”). ASU 2016-18 requires that the statement of cash flows explain the change during the
period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash
equivalents when reconciling the beginning- of-period and end-of-period total amounts shown on the statement
of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017. We expect ASU
2016-18 to impact the presentation of our consolidated statement of cash flows and we will adopt ASU 2016-18
on January 1, 2018.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeting
Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). ASU 2017-12 is intended to better align
financial reporting for hedging activities with the economic objectives of those activities. As a result of the
transition guidance, cumulative ineffectiveness that has been previously recognized on cash flow and net
investment hedges that are still outstanding and designated as of the date of adoption will be adjusted and
removed from beginning retained earnings and placed in accumulated other comprehensive income. ASU
2017-12 is effective for annual periods beginning after December 15, 2018. We continue to assess all the
potential impacts of ASU 2017-12; however, we do not expect the adoption to have a material impact on our
financial condition or results of operations.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.

Investment in Real Estate

REIT Acquisition

On August 15, 2017, via a share purchase agreement, we acquired a private real estate investment trust that
owns one industrial property consisting of 0.2 million square feet of GLA from a third party seller in exchange
for $20,962, exclusive of closing costs and credits (“REIT Acquisition”). As part of the REIT Acquisition, we
acquired 100% of the common shares of beneficial interest of this private real estate investment trust.

Acquisitions

The following table summarizes our acquisition of industrial properties from third parties for the years
ended December 31, 2017, 2016 and 2015. The revenue and net income associated with the acquisition of the
industrial properties, since their respective acquisition dates, are not significant for years ended December 31,
2017, 2016 or 2015.

Year Ended December 31,

2017

2016

2015

Number of Industrial Properties Acquired . . . . . . . . . . . . . . . . . .
GLA (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase Price (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8
1.1
$174,209

6
0.7
$111,130

8
1.9
$169,218

(A) Purchase price includes the acquisition of several land parcels for the years ended December 31, 2017, 2016
and 2015 and excludes closing costs incurred with the acquisition of the industrial properties and land
parcels.

The following table summarizes the fair value of amounts recognized for each major class of asset and
liability for the industrial properties and land parcels acquired during the years ended December 31, 2017 and
2016:

Year Ended December 31,

2017

2016

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In-Place Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Above Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assumed Mortgage Loan Premium (See Note 4) . . . . . . . . . . . . . . . . . . . . . . .

$ 92,810
73,028
1,659
7,905
227
(1,420)
—

Total Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assumed Mortgage Loan (See Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$174,209
—

$ 70,380
37,031
781
3,253
214
—
(529)

$111,130
(4,513)

Total Net Assets Acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$174,209

$106,617

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Sales

The following table summarizes our property dispositions for the years ended December 31, 2017, 2016 and

2015:

Year Ended December 31,

2017

2016

2015

Number of Industrial Properties Sold . . . . . . . . . . . . . . . . . . . . .
GLA (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Proceeds from the Sale of Real Estate (A)
. . . . . . . . . . . .
Gain on Sale of Real Estate (A) . . . . . . . . . . . . . . . . . . . . . . . . . .

60
4.6
$236,059
$131,269

63
3.9
$169,911
$ 68,202

66
3.8
$158,429
$ 48,906

(A) Gross proceeds and gain on sale of real estate includes the sale of several land parcels for the years ended

December 31, 2017 and 2015.

Impairment Charge

The impairment charge of $626 recorded during the year ended December 31, 2015 was due to marketing
certain industrial properties for sale and our assessment of the likelihood and timing of a potential sale
transaction. The fair market values were determined using third party offers. Valuations based on third party
offers include bona fide contract prices and letter of intent amounts that we believe are indicative of fair value
and fall into Level 3 of the fair value hierarchy.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

4.

Indebtedness

The following table discloses certain information regarding our indebtedness:

Outstanding Balance at

December 31,
2017

December 31,
2016

Interest
Rate at
December 31,
2017

Effective
Interest
Rate at
Issuance

Mortgage Loans

Payable, Gross . . . . . . . . . . . . . . . $451,602

$498,435 4.03% – 8.26% 3.82% – 8.26%

Unamortized Debt Issuance

Costs . . . . . . . . . . . . . . . . . . . . . . .
Unamortized Premiums . . . . . . . . . .

(1,806)
260

(2,905)
426

Mortgage Loans Payable, Net . . . . $450,056

$495,956

Maturity
Date

June 2018 –
September 2022

Senior Unsecured Notes, Gross
2017 Notes . . . . . . . . . . . . . . . . . . . .
2027 Notes . . . . . . . . . . . . . . . . . . . .
2028 Notes . . . . . . . . . . . . . . . . . . . .
2032 Notes . . . . . . . . . . . . . . . . . . . .
2017 II Notes . . . . . . . . . . . . . . . . . .
2027 Private Placement Notes . . . . .
2029 Private Placement Notes . . . . .

—
6,070
31,901
10,600

54,981
6,070
31,901
10,600
— 101,871
—
—

125,000
75,000

Subtotal . . . . . . . . . . . . . . . . . . . . . . $248,571
Unamortized Debt Issuance

Costs . . . . . . . . . . . . . . . . . . . . . . .
Unamortized Discounts . . . . . . . . . .

(1,814)
(84)

$205,423

(320)
(105)

Senior Unsecured Notes, Net . . . . . $246,673

$204,998

Unsecured Term Loans, Gross
2014 Unsecured Term Loan (A) . . . . $200,000
260,000
2015 Unsecured Term Loan (A) . . . .

Subtotal . . . . . . . . . . . . . . . . . . . . . . $460,000
Unamortized Debt Issuance

$200,000
260,000

$460,000

Costs . . . . . . . . . . . . . . . . . . . . . . .

(4,232)

(3,362)

Unsecured Term Loans, Net . . . . . $455,768

$456,638

N/A
7.15%
7.60%
7.75%
N/A
4.30%
4.40%

N/A
7.11%
8.13%
7.87%
N/A
4.30%
4.40%

12/1/2017
5/15/2027
7/15/2028
4/15/2032
5/15/2017
4/20/2027
4/20/2029

3.49%
2.99%

N/A
N/A

1/29/2021
9/12/2022

Unsecured Credit Facility (B) . . . . $144,500

$189,500

2.46%

N/A

10/29/2021

(A) The interest rate at December 31, 2017 reflects the interest rate protection agreements we entered into to

effectively convert the variable rate to a fixed rate. See Note 12.

(B) The maturity date may be extended an additional year at our election, subject to certain restrictions.
Amounts exclude unamortized debt issuance costs of $4,781 and $2,876 as of December 31, 2017 and 2016,
respectively, which are included in prepaid expenses and other assets on the consolidated balance sheets.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Mortgage Loans Payable, Net

During the years ended December 31, 2017 and 2016, we paid off mortgage loans in the amount of $36,108
and $59,420, respectively. In connection with the mortgage loans paid off during the years ended December 31,
2017 and 2016, we recognized $1,653 and $79 as loss from retirement of debt, respectively, of which the loss
related to the year ended December 31, 2016 was included in general and administrative expense.

During the year ended December 31, 2016, we assumed a mortgage loan in the amount of $4,513 in
conjunction with the acquisition of one industrial property, totaling approximately 0.1 million square feet of
GLA. The mortgage loan bears interest at a fixed rate of 7.35%, principal payments are amortized over 25 years
and the loan matures in September 2019. In conjunction with the assumption of the mortgage loan, we recorded a
premium in the amount of $529, which will be amortized as an adjustment to interest expense through maturity.

As of December 31, 2017, mortgage loans payable are collateralized, and in some instances cross-
collateralized, by industrial properties with a net carrying value of $576,580. We believe the Operating
Partnership and the Company were in compliance with all covenants relating to mortgage loans as of
December 31, 2017.

Senior Unsecured Notes, Net

During the year ended December 31, 2017, the Operating Partnership issued $125,000 of 4.30% Series A
Guaranteed Senior Notes due April 20, 2027 (the “2027 Private Placement Notes”) and $75,000 of 4.40% Series
B Guaranteed Senior Notes due April 20, 2029 (the “2029 Private Placement Notes” and, together with the 2027
Private Placement Notes, collectively, the “Private Placement Notes”) in a private placement pursuant to a Note
and Guaranty Agreement dated February 21, 2017. The 2027 Private Placement Notes and the 2029 Private
Placement Notes are unsecured obligations of the Operating Partnership that are fully and unconditionally
guaranteed by the Company and require semi-annual interest payments. The Operating Partnership issued an
additional $300,000 of senior unsecured private placement notes in February 2018. See Subsequent Events.

During the year ended December 31, 2017, we paid off and retired our 2017 II and 2017 Notes, at maturity,

in the amounts of $101,871 and $54,981, respectively.

Unsecured Term Loans, Net

On January 29, 2014, we entered into a seven-year, $200,000 unsecured loan (the “2014 Unsecured Term
Loan”) with a syndicate of financial institutions. During the year ended December 31, 2017, we amended the
terms of the 2014 Unsecured Term Loan to, among other things, reduce by 50 basis points our interest spread
from the prior rate. At December 31, 2017, the 2014 Unsecured Term Loan requires interest only payments and
bears interest at a variable rate based on LIBOR plus 120 basis points. During the year ended December 31,
2017, in connection with the amendment, we recognized $51 as loss from retirement of debt related to the
write-off of unamortized debt issuance costs related to a lender that opted out of its position and whose position
was replaced by other lenders.

On September 11, 2015, we entered into a seven-year, $260,000 unsecured loan (the “2015 Unsecured Term
Loan”; together with the 2014 Unsecured Term Loan, the “Unsecured Term Loans”) with a syndicate of financial
institutions. During the year ended December 31, 2017, we amended the terms of the 2015 Unsecured Term Loan
to, among other things, reduce by 40 basis points our interest spread from the prior rate. At December 31, 2017,
the 2015 Unsecured Term Loan requires interest only payments and bears interest at a variable rate based on
LIBOR plus 120 basis points. The interest rates on the Unsecured Term Loans vary based on the Company’s
leverage ratio or, at our election, the Company’s credit ratings.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Unsecured Credit Facility

On October 31, 2017, we amended and restated our $625,000 revolving credit agreement (the “Old Credit
Facility”) with a new $725,000 revolving credit agreement (as amended and restated, the “Unsecured Credit
Facility”). We may request that the borrowing capacity under the Unsecured Credit Facility be increased
to $1,000,000, subject to certain restrictions. The Unsecured Credit Facility matures on October 29, 2021, with
an option to extend an additional one year at our election, subject to certain restrictions. At December 31, 2017,
the Unsecured Credit Facility provides for interest only payments at LIBOR plus 110 basis points. The interest
rate on the Unsecured Credit Facility varies based on our leverage ratio. During the year ended December 31,
2017, in connection with the amendment, we recognized $71 as loss from retirement of debt related to the
write-off of unamortized debt issuance costs related to a lender that opted out of its position and whose position
was replaced by other lenders.

Indebtedness

The following is a schedule of the stated maturities and scheduled principal payments of our indebtedness,
exclusive of premiums, discounts and debt issuance costs, for the next five years as of December 31, and
thereafter:

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter

Amount

$ 165,449
79,329
58,762
411,318
341,244
248,571

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,304,673

The Unsecured Credit Facility, the Unsecured Term Loans, the Private Placement Notes 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 the Unsecured Term Loans, 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, the Unsecured Term Loans, the Private Placement Notes and
indentures governing our senior unsecured notes as of December 31, 2017. 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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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value

At December 31, 2017 and 2016, the fair value of our indebtedness was as follows:

Mortgage Loans Payable, Net . . . . . . . . . . . . . . . . . . . .
Senior Unsecured Notes, Net
. . . . . . . . . . . . . . . . . . . .
Unsecured Term Loans . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . .

December 31, 2017

December 31, 2016

Carrying
Amount (A)

$ 451,862
248,487
460,000
144,500

Fair
Value

$ 467,303
269,731
460,000
144,500

Carrying
Amount (A)

$ 498,861
205,318
460,000
189,500

Fair
Value

$ 513,540
222,469
458,602
189,500

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,304,849

$1,341,534

$1,353,679

$1,384,111

(A) The carrying amounts include unamortized premiums and discounts and exclude unamortized debt issuance

costs.

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 notes were determined
by using rates, as advised by our bankers, that are based upon recent trades within the same series of the senior
unsecured notes, recent trades for senior unsecured notes with comparable maturities, recent trades for fixed rate
unsecured notes from companies with profiles similar to ours, as well as overall economic conditions. The fair
value of the Unsecured Credit Facility and the Unsecured Term Loans 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 notes, the Unsecured Term Loans and the
Unsecured Credit Facility was primarily based upon Level 3 inputs.

A-67

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. Variable Interest Entities

The Other Real Estate Partnerships are VIEs of the Operating Partnership and the Operating Partnership is
the primary beneficiary, thus causing the Other Real Estate Partnerships to be consolidated by the Operating
Partnership. In addition, the Operating Partnership is a VIE of the Company and the Company is the primary
beneficiary.

The following table summarizes the assets and liabilities of the Other Real Estate Partnerships included in

our consolidated balance sheets:

December 31,
2017

December 31,
2016

Assets:

ASSETS

Net Investment in Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$270,708
23,530

$278,398
24,401

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$294,238

$302,799

LIABILITIES AND PARTNERS’ CAPITAL

Liabilities:

Mortgage Loans Payable, Net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Liabilities, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Partners’ Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 61,256
9,283
223,699

$ 70,366
9,138
223,295

Total Liabilities and Partners’ Capital . . . . . . . . . . . . . . . . . . . . . . . .

$294,238

$302,799

6. Stockholders’ Equity of the Company and Partners’ Capital of the Operating Partnership

Operating Partnership Units

The Operating Partnership has issued General Partner Units, Limited Partner Units and preferred general
partnership Units. The General Partner Units resulted from capital contributions from the Company. The Limited
Partner Units are issued in conjunction with the acquisition of certain properties. Subject to certain lock-up
periods, holders of Limited Partner Units can redeem their Units by providing written notification to the General
Partner. Unless the General Partner provides notice of a redemption restriction to the holder, redemption must be
made within seven business days after receipt of the holder’s notice. The redemption can be effectuated, as
determined by the General Partner, either by exchanging the Limited Partner Units for shares of common stock
of the Company on a one-for-one basis, subject to adjustment, or by paying cash equal to the fair market value of
such shares. Prior requests for redemption have generally been fulfilled with shares of common stock of the
Company, and the Operating Partnership intends to continue this practice. If each Limited Partner Unit of the
Operating Partnership were redeemed as of December 31, 2017, the Operating Partnership could satisfy its
redemption obligations by making an aggregate cash payment of approximately $126,139 or by issuing
4,008,221 shares of the Company’s common stock. The preferred general partnership Units result from preferred
capital contributions from the Company. The Operating Partnership is required to make all required distributions
on the preferred general partnership Units prior to any distribution of cash or assets to the holders of the Units.
The consent of the holder of the Limited Partner Units is required to alter such holder’s rights as to allocations
to alter or modify such holder’s rights with respect to redemption, to cause the early
and distributions,
termination of the Operating Partnership or to amend the provisions of the partnership agreement which requires
such consent.

A-68

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Preferred Stock or General Partner Preferred Units

The Company has 10,000,000 shares of preferred stock authorized. As of December 31, 2017 and 2016,

there were no preferred shares or general partner preferred Units outstanding.

Shares of Common Stock or Unit Contributions

For the years ended December 31, 2017, 2016 and 2015, 31,154, 266,332 and 68,930 Limited Partner Units,
respectively, were converted into an equivalent number of shares of common stock of the Company, resulting in
to the Company’s
a reclassification of $364, $2,862 and $673, respectively, of noncontrolling interest
stockholders’ equity.

During the year ended December 31, 2017, the Company issued 2,560,000 shares of the Company’s
common stock in an underwritten public offering. Proceeds to the Company, net of the underwriter’s discount,
were $74,880. During the year ended December 31, 2016, the Company issued 5,600,000 shares of the
Company’s common stock in an underwritten public offering. Proceeds to the Company, net of the underwriter’s
discount, were $124,936. The proceeds were contributed to the Operating Partnership in exchange for General
Partner Units and are reflected in the Operating Partnership’s financial statements as a general partner
contribution.

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 Program”). The distribution agreements entered into with respect to
the 2014 ATM Program expired by their terms on March 13, 2017 and, on March 16, 2017, we entered into
distribution agreements with sales agents to sell up to 8,000,000 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 “2017 ATM
Program”). Under the terms of the 2014 ATM Program and the 2017 ATM Program, sales were or 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. During the years ended December 31, 2017, 2016 and 2015, the Company did not issue
any shares of common stock under the 2014 ATM Program or the 2017 ATM Program.

A-69

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table is a roll-forward of the Company’s shares of common stock outstanding and the
Operating Partnership’s Units outstanding, including unvested restricted stock or restricted Unit awards (see Note
11), for the three years ended December 31, 2017:

Shares of
Common Stock
Outstanding

General Partner and
Limited Partner
Units Outstanding

Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . .

110,600,866

114,975,503

Vesting of LTIP Unit Awards (As Defined in Note 11) . . . . . . . .
Issuance of Restricted Stock/Restricted Unit Awards . . . . . . . . . .
Repurchase and Retirement of Restricted Stock/Restricted Unit

Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units . . . . . . . . . . . . . . . . . . . . . . .

224,990
234,360

(101,921)
68,930

224,990
234,360

(101,921)
—

Balance at December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . .

111,027,225

115,332,932

Issuance of Common Stock/Contribution of General Partner

Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of Restricted Stock/Restricted Unit Awards . . . . . . . . . .
Repurchase and Retirement of Restricted Stock/Restricted Unit

Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units . . . . . . . . . . . . . . . . . . . . . . .

5,600,000
322,833

(108,644)
266,332

5,600,000
322,833

(108,644)
—

Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . .

117,107,746

121,147,121

Issuance of Common Stock/Contribution of General Partner

Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of Restricted Stock/Restricted Unit Awards . . . . . . . . . .
Repurchase and Retirement of Restricted Stock/Restricted Unit

Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units . . . . . . . . . . . . . . . . . . . . . . .

2,560,000
275,793

2,560,000
275,793

(91,513)
31,154

(91,513)
—

Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . .

119,883,180

123,891,401

Dividends/Distributions

The following table summarizes dividends/distributions accrued during the past three years:

Common Stock/Operating Partnership Units . . . . . . . . . . . . .

$104,106

$91,318

$59,014

2017
Total
Dividend/
Distribution

2016
Total
Dividend/
Distribution

2015
Total
Dividend/
Distribution

A-70

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7. Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive loss by component for the

years ended December 31, 2017 and 2016:

Interest
Rate
Protection
Agreements

Total for
Operating
Partnership

Comprehensive
Loss
Attributable to
Noncontrolling
Interest

Total for
Company

Balance as of December 31, 2015 . . . . . . . . . . . . . . . . . . .

$(10,043)

$(10,043)

$ 376

$(9,667)

Other Comprehensive (Loss) Before

Reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2,274)

(2,274)

Amounts Reclassified from Accumulated Other

Comprehensive Loss . . . . . . . . . . . . . . . . . . . . . . . . .

Net Current Period Other Comprehensive Income . .

7,513

5,239

7,513

5,239

(215)

—

(215)

(2,489)

7,513

5,024

Balance as of December 31, 2016 . . . . . . . . . . . . . . . . . . .

$ (4,804)

$ (4,804)

$ 161

$(4,643)

Other Comprehensive Income Before

Reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,645

1,645

(205)

Amounts Reclassified from Accumulated Other

Comprehensive Loss . . . . . . . . . . . . . . . . . . . . . . . . .

Net Current Period Other Comprehensive Income . .

4,541

6,186

4,541

6,186

Balance as of December 31, 2017 . . . . . . . . . . . . . . . . . . .

$ 1,382

$ 1,382

—

(205)

$ (44)

1,440

4,541

5,981

$ 1,338

The following table summarizes the reclassifications out of accumulated other comprehensive loss for the

years ended December 31, 2017, 2016 and 2015:

Details about Accumulated Other Comprehensive
Loss Components

Interest Rate Protection Agreements:

Amount Reclassified from Accumulated
Other Comprehensive Loss

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

Affected Line Items in the
Consolidated Statements of
Operations

Reclassification of Fair Value of Interest

Rate Protection Agreement

. . . . . . . . . .

$ —

$ —

$12,990

Amortization of Interest Rate Protection

Mark-to-Market and
Settlement Loss on Interest
Rate Protection Agreements

Agreements (Previously Settled) . . . . . .

205

390

524

Interest Expense

Settlement Payments to our

Counterparties . . . . . . . . . . . . . . . . . . . .

4,336

7,123

5,529

Interest Expense

$4,541

$7,513

$19,043 Total

A-71

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 $95 into net income by increasing interest expense for interest rate protection agreements
we settled in previous periods. Additionally, recurring settlement amounts on the 2014 Swaps and 2015 Swaps
(as defined in Note 12) will also be reclassified to net income. See Note 12 for more information about our
derivatives.

8. Earnings Per Share and Earnings Per Unit (EPS/EPU)

The computation of basic and diluted EPS of the Company is presented below:

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

Numerator:

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders and Participating Securities . . . . . . . . . .

$201,456

$121,232

$ 73,802

Net Income Allocable to Participating Securities . . . . . . . . . . . . . .

(646)

(411)

(248)

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$200,810

$120,821

$ 73,554

Denominator (In Thousands):

Weighted Average Shares - Basic . . . . . . . . . . . . . . . . . . . . . . . . . .

118,272

115,030

110,352

Effect of Dilutive Securities:

LTIP Unit Awards (As Defined in Note 11) . . . . . . . . . . . . . . . .

515

340

429

Weighted Average Shares - Diluted . . . . . . . . . . . . . . . . . . . . . . . .

118,787

115,370

110,781

Basic EPS:

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

1.70

$

1.05

$

0.67

Diluted EPS:

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

1.69

$

1.05

$

0.66

A-72

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The computation of basic and diluted EPU of the Operating Partnership is presented below:

Year Ended
December 31,
2017

Year Ended
December 31,
2016

Year Ended
December 31,
2015

Numerator:

Net Income Available to Unitholders and Participating

Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$208,158

$125,547

$ 76,682

Net Income Allocable to Participating Securities . . . . . . . . . . . . . .

(646)

(410)

(248)

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . .

$207,512

$125,137

$ 76,434

Denominator (In Thousands):

Weighted Average Units - Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of Dilutive Securities that Result in the Issuance of General

Partner Units:

122,306

119,274

114,709

LTIP Unit Awards (As Defined in Note 11) . . . . . . . . . . . . . . . .

515

340

429

Weighted Average Units - Diluted . . . . . . . . . . . . . . . . . . . . . . . . .

122,821

119,614

115,138

Basic EPU:

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . .

Diluted EPU:

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . .

$

$

1.70

1.69

$

$

1.05

1.05

$

$

0.67

0.66

Participating securities include 408,248, 406,855 and 387,947 of unvested restricted stock or restricted Unit
awards outstanding at December 31, 2017, 2016 and 2015, respectively, which participate in non-forfeitable
distributions. Under the two class method, participating security holders are allocated income, in proportion to
total weighted average shares or Units outstanding, based upon the greater of net income or common stock
dividends or Unit distributions declared.

9.

Income Taxes

Our Consolidated Financial Statements include the operations of our TRSs, which are not entitled to the
dividends paid deduction and are subject to federal, state and local income taxes on its taxable income. During
the years ended December 31, 2017, 2016 and 2015, the Company qualified as a REIT and incurred no federal
income tax expense; accordingly, the only federal income taxes included in the accompanying Consolidated
Financial Statements relate to activities of one of our TRSs.

A-73

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of the income tax provision for the years ended December 31, 2017, 2016 and 2015 are

comprised of the following:

Year Ended December 31,

2017

2016

2015

Current:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (859)
(344)

$ (656)
(251)

$ 68
(297)

Deferred:

State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

(182)

112

$(1,193)

$(1,089)

$(117)

Deferred income taxes represent the tax effect of the temporary differences between the book and tax basis
of assets and liabilities. New 2017 tax reform legislation reduces the corporate tax rate to 21%, effective
January 1, 2018. Consequently, our deferred income tax assets and liabilities were re-measured to reflect the
reduction in the U.S. corporate income tax rate. As a result, we recorded a decrease related to the net deferred tax
assets and a decrease to the associated valuation allowance.

Deferred income tax assets and liabilities include the following as of December 31, 2017 and 2016:

Year Ended December 31,

2017

2016

Impairment of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other - Temporary Differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation Allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,267
233
(984)

Total Deferred Income Tax Assets, Net of Allowance . . . . . . . . . . . . . . . .

$ 516

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Straight-line Rent
Basis Difference - Real Estate Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other - Temporary Differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Deferred Income Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (40)
(488)
(172)

$ (700)

$ 2,051
433
(2,181)

$

$

303

(51)
(260)
(186)

$ (497)

Total Net Deferred Income Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . .

$ (184)

$ (194)

A valuation allowance is recorded if we believe it is more likely than not that all or some portion of our
deferred income tax assets will not be realized. We do not have projections of future taxable income or other
sources of taxable income in the TRSs significant enough to allow us to believe it is more likely than not that we
will realize our deferred income tax assets. Therefore, we have recorded a valuation allowance against our
deferred income 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 income
tax assets, is included in the current income tax provision.

A-74

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax provision pertaining to income from continuing operations of the TRSs differs from the
amounts computed by applying the applicable federal statutory rate as follows for the years ended December 31,
2017, 2016 and 2015:

Tax (Provision) Benefit at Federal Rate Related to Continuing

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Effective Tax Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State Tax Provision, Net of Federal Benefit . . . . . . . . . . . . . . . . . . . . . .
Non-deductible Permanent Items, Net
. . . . . . . . . . . . . . . . . . . . . . . . . .
Change in Valuation Allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,

2017

2016

2015

$(1,416)
(609)
(376)
—
1,197
11

$(1,764)
—
(462)
7
1,256
(126)

$ 64
—
(212)
10
787
(766)

Net Income Tax Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(1,193)

$(1,089)

$(117)

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, 2017, we do not have any unrecognized tax benefits.

We file income tax returns in the U.S. and various states. The statute of limitations for income tax returns is
generally three years. As such, our tax returns that are subject to examination would be primarily from 2014 and
thereafter.

Federal Income Tax Treatment of Common Dividends

For income tax purposes, dividends paid to the Company’s common shareholders are characterized as
ordinary income, capital gains or as a return of a shareholder’s invested capital. For the years ended
December 31, 2017, 2016 and 2015, the dividends per common share were characterized as follows:

As a
Percentage
of
Distributions

2016

As a
Percentage
of
Distributions

2015

As a
Percentage
of
Distributions

2017

Ordinary Income . . . . . . . . . . . . . . . . . . . . . . . $0.6552
0.1627
Unrecaptured Section 1250 Gain . . . . . . . . . . .
Capital Gain . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.0648
Nondividend Distribution - Return of

74.23% $0.6935
18.43% 0.1130
7.34% 0.0066

82.53% $0.2629
13.45% 0.1241
—
0.78%

67.93%
32.07%
0.00%

Capital

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

0.00% 0.0272

3.24%

—

0.00%

$0.8827

100.00% $0.8403

100.00% $0.3870

100.00%

The income tax characterization of dividends to common shareholders is based on the calculation of Taxable
Earnings and Profits, as defined in the Code. Taxable Earnings and Profits differ from regular taxable income due
primarily to differences in the estimated useful lives and methods used to compute depreciation and in the
recognition of gains and losses on the sale of real estate assets.

A-75

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10. Future Rental Revenues

Our properties are leased to tenants under net and semi-net operating leases. Future minimum rental
receipts, excluding tenant reimbursements of expenses, under non-cancelable operating leases executed as of
December 31, 2017 are approximately as follows:

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter

$ 287,809
254,064
216,135
170,559
132,118
356,402

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,417,087

11. Benefit Plans

Stock Based Compensation

The Company maintains a stock incentive plan (the “Stock Incentive Plan”), which is administered by the
Compensation Committee of the Board of Directors. Officers, certain employees and the Company’s independent
directors generally are eligible to participate in the Stock Incentive Plan. Awards made under the Stock Incentive
Plan can be in the form of restricted stock awards, restricted stock unit awards, performance share awards,
dividend equivalent rights, non-statutory stock options and stock appreciation rights. Special provisions apply to
awards granted under the Stock Incentive Plan in the event of a change in control in the Company. As of
December 31, 2017, awards covering 1.9 million shares of common stock were available to be granted under the
Stock Incentive Plan.

Restricted Stock or Restricted Unit Awards

For the years ended December 31, 2017, 2016 and 2015, the Company awarded 260,685, 308,373 and
216,975 shares, respectively, of restricted stock awards to certain employees, which had a fair value of $6,871,
$6,047 and $4,708 on the date such awards were approved by either the Compensation Committee of the Board
of Directors or the Company’s stockholders of the Stock Incentive Plan, as the case may be. These restricted
stock awards were granted based upon the achievement of certain corporate performance goals and generally vest
over a period of three years. Additionally, during the years ended December 31, 2017, 2016 and 2015, the
Company awarded 15,108, 14,460 and 17,385 shares, respectively, of restricted stock to non-employee members
of the Board of Directors, which had a fair value of $420, $350 and $350 on the date of approval. These
restricted stock awards vest over a one-year period. The Operating Partnership issued restricted Unit awards to
the Company in the same amount for both restricted stock awards.

Compensation expense is charged to earnings over the vesting periods for the restricted stock or restricted
Unit awards expected to vest except if the recipient is not required to provide future service in exchange for
vesting of such restricted stock or restricted Unit awards. If vesting of a recipient’s restricted stock or restricted
Unit awards is not contingent upon future service, the expense is recognized immediately at the date of grant.
During the years ended December 31, 2017, 2016 and 2015, we recognized $1,590, $1,710 and $1,352,
respectively, of compensation expense related to restricted stock or restricted Unit awards granted to our former
Chief Executive Officer for which future service was not required.

A-76

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

LTIP Unit Awards

For the years ended December 31, 2017 and 2016, the Company granted to certain employees 195,951 and
254,524 Long-Term Incentive Program (“LTIP”) performance units (“LTIP Unit Awards”), which had a fair
value of $2,473 and $2,561 on the grant date. The LTIP Unit Awards vest based upon the relative total
shareholder return (“TSR”) of the Company’s common stock compared to the TSRs of the MSCI US REIT Index
and the NAREIT Industrial Index over a performance period of three years. 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 the Company’s 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 the Company’s 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. The Operating Partnership issues General Partner Units to the Company in the same
amounts for vested LTIP Unit Awards.

The fair values of the LTIP Unit Awards at issuance were determined by a lattice-binomial option-pricing

model based on Monte Carlo simulations using the following assumptions:

Year Ended
December 31, 2017

Year Ended
December 31, 2016

Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility - range used . . . . . . . . . . . . . . . . . . . . . . . . .
Expected volatility - weighted average . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.71%

2.31%
21.50% - 21.80% 21.01% - 21.19%
20.92%
0.48% - 1.43%

21.68%
0.66% - 1.58%

Outstanding Restricted Stock or Restricted Unit Awards and LTIP Unit Awards

For the years ended December 31, 2017, 2016 and 2015, we recognized $8,611, $7,371 and $7,177,
respectively, in amortization related to restricted stock or restricted Unit awards and LTIP Unit Awards.
Restricted stock or restricted Unit award and LTIP Unit Award amortization capitalized in connection with
development activities was not significant. At December 31, 2017, we had $7,752 in unrecognized compensation
related to unvested restricted stock or restricted Unit awards and LTIP Unit Awards. The weighted average
period that the unrecognized compensation is expected to be recognized is 0.88 years.

Restricted stock or

restricted Unit award and LTIP Unit Award transactions for the year ended

December 31, 2017 are summarized as follows:

Outstanding at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Awards

917,532
471,744
(8,034)
(268,414)

Outstanding at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,112,828

Weighted
Average
Grant Date
Fair Value

$14.35
$20.70
$19.61
$21.36

$15.31

A-77

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

401(k)/Profit Sharing Plan

Under the Company’s 401(k)/Profit Sharing Plan, all eligible employees may participate by making
voluntary contributions and the Company may make, but is not required to make, matching contributions, which
are funded by the Operating Partnership. For the years ended December 31, 2017, 2016 and 2015, total expense
related to matching contributions was $518, $509 and $471, respectively.

12. 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 the originations of the Unsecured Term Loans (see Note 4), we entered into interest rate
protection agreements to manage our exposure to changes in the one month LIBOR rate. The four interest rate
protection agreements, which fix the variable rate of the 2014 Unsecured Term Loan, have an aggregate notional
value of $200,000, mature on January 29, 2021 and fix the LIBOR rate at a weighted average rate of 2.29% (the
“2014 Swaps”). The six interest rate protection agreements, which fix the variable rate of the 2015 Unsecured
Term Loan, have an aggregate notional value of $260,000, mature on September 12, 2022 and fix the LIBOR rate
at a weighted average rate of 1.79% (the “2015 Swaps”). We designated the 2014 Swaps and 2015 Swaps as cash
flow hedges.

During the year ended December 31, 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
“Settled Swaps”) related to an anticipated unsecured debt offering. At origination, we designated the Settled
Swaps as cash flow hedges but, during the three months ended March 31, 2015, the Settled Swaps were
de-designated and the fair market value loss of $12,990 was reclassified to earnings from other comprehensive
income since we determined the forecasted offering of unsecured debt was no longer probable to occur within the
time period stated in the designation memos. During the year ended December 31, 2015, we made a settlement
payment of $11,546 to our derivative counterparties, which is recognized as settlement loss on interest rate
protection agreements.

Derivative Instruments Not Designated for Hedge Accounting Treatment

In September 2017, we entered into two interest rate protection agreements (the “Treasury Locks”), with an
aggregate notional value of $100,000, in order to fix the interest rate on an anticipated unsecured debt offering. The
Treasury Locks fixed the ten year U.S. Treasury rate at a weighted average rate of approximately 2.18%. Due to the
strict requirements surrounding the application of hedge accounting, we elected not to designate the Treasury Locks
as hedges. As such, the change in the fair value of the Treasury Locks is recorded within the income statement as
opposed to being recorded in other comprehensive income. During the year ended December 31, 2017 we settled
the Treasury Locks and recognized $1,896 in settlement gain on interest rate protection agreements.

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, 2017, we had not posted any collateral related to these agreements and were not in breach of
any of the provisions of these agreements. If we had breached these agreements, we could have been required to
settle our obligations under the agreements at their termination value.

A-78

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth our financial assets and liabilities related to the 2014 Swaps and 2015 Swaps,
which are included in prepaid expenses and other assets and accounts payable, accrued expenses and other
liabilities on the consolidated balance sheets and are accounted for at fair value on a recurring basis as of
December 31, 2017:

Fair Value Measurements at Reporting Date Using:

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Fair Value

Significant Other
Observable Inputs
(Level 2)

Unobservable
Inputs
(Level 3)

Description

Derivatives designated as a hedging

instrument:

Assets:
2015 Swaps . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,860
Liabilities:
2014 Swaps . . . . . . . . . . . . . . . . . . . . . . . . . $(1,474)

—

—

$ 3,860

$(1,474)

—

—

There was no ineffectiveness recorded on the 2014 Swaps and 2015 Swaps during the year ended

December 31, 2017.

The estimated fair value of the 2014 Swaps and 2015 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 2014 Swaps and 2015 Swaps
fell within Level 2 of the fair value hierarchy.

13. Related Party Transactions

At December 31, 2017 and 2016, the Operating Partnership had receivable balances of $10,129 and

$10,448, respectively, from a direct wholly-owned subsidiary of the Company.

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.

Four properties have leases granting the tenants options to purchase the property. Such options are
exercisable at various times at appraised fair market value or at a fixed purchase price. None of the tenant
purchase options have been exercised.

At December 31, 2017, we had outstanding letters of credit and performance bonds in the aggregate amount

of $20,188.

In conjunction with the development of industrial properties, we have entered into agreements with general
contractors for the construction of industrial properties. At December 31, 2017, we had 11 industrial properties
totaling approximately 4.2 million square feet of GLA under construction. The estimated total investment as of

A-79

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2017 is approximately $291,000 (unaudited). Of this amount, approximately $175,800 (unaudited)
remains to be funded. There can be no assurance that the actual completion cost will not exceed the estimated
total investment.

During the year ended December 31, 2016, a fire significantly destroyed one industrial property totaling
approximately 0.03 million square feet of GLA located in San Diego, California. In a separate event, on April 3,
2017, a fire caused significant damage to one industrial property totaling approximately 0.08 million square feet
of GLA located in Los Angeles, California. During the respective periods in which the fires occurred, we wrote
off the unamortized net book value of the building improvements for the damaged portions of the industrial
properties and recorded a receivable from our insurance company for the amount of the write off, less our $25
deductible per occurrence. During the year ended December 31, 2017, we collected insurance proceeds in excess
of the amounts we wrote off related to unamortized net book value of the building improvements.

Ground and Operating Lease Agreements

For the years ended December 31, 2017, 2016 and 2015, we recognized $1,419, $1,380 and $1,281,

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, 2017 are as follows:

2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,495
772
678
630
583
27,139

Total(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$31,297

(A) Minimum rental payments have not been reduced by minimum sublease rentals of $783 due in the future

under non-cancelable subleases.

15. Subsequent Events

From January 1, 2018 to February 23, 2018, we acquired one industrial property and one land parcel for a
purchase price of approximately $15,625, excluding costs incurred in conjunction with the acquisition of the
industrial property.

During January 2018, the Company restructured its staffing to align its personnel with changes in its

portfolio. The severance and other costs associated with the restructuring is approximately $1,000.

During February 2018, the Company renewed a lease on a long term basis for a 1.3 million square feet

facility located in Eastern PA, that was set to expire during the three months ended March 31, 2018.

Effective as of January 1, 2018, the Company, as general partner of the Operating Partnership, adopted a
First Amendment
(the “LPA
to the Twelfth Amended and Restated Limited Partnership Agreement
Amendment”) to amend the Twelfth Amended and Restated Limited Partnership Agreement of the Operating

A-80

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Partnership (the “Existing LPA”) to provide that the General Partner, who had existing authority regarding tax
matters decision-making authority as the “Tax Matters Partner” of the Operating Partnership under the Existing
LPA, would also be designated as the “Partnership Representative” of the Operating Partnership pursuant to the
revised partnership audit rules adopted pursuant to the Bipartisan Budget Act of 2015 with respect to taxable
years starting January 1, 2018. A conformed copy of the Existing LPA, which incorporates the amendments
effectuated pursuant to the LPA Amendment, is attached as Exhibit 3.9 to the Company’s Form 10-K for the year
ended December 31, 2017.

On February 15, 2018, the Operating Partnership issued $150,000 of 3.86% Series C Guaranteed Senior
Notes due February 15, 2028 (the “2028 Private Placement Notes”) and $150,000 of 3.96% Series D Guaranteed
Senior Notes due February 15, 2030 (the “2030 Private Placement Notes”) in a private placement pursuant to a
Note and Guaranty Agreement dated December 12, 2017. The 2028 Private Placement Notes and the 2030
Private Placement Notes are unsecured obligations of the Operating Partnership that are fully and unconditionally
guaranteed by the Company and require semi-annual interest payments.

We anticipate paying off $157,782 of mortgage loans payable which were originally scheduled to mature on

June 1, 2018 on or about March 1, 2018.

16. Quarterly Financial Information (unaudited)

The following tables summarize the Company’s unaudited quarterly financial information for each of the

years ended December 31, 2017 and 2016.

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 97,383 $ 97,579 $ 99,310 $ 102,130

Net Income Available to First Industrial Realty Trust, Inc.’s

Year Ended December 31, 2017

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Common Stockholders and Participating Securities . . . . . . . . . . . $ 22,709 $ 37,562 $ 43,198 $ 97,987
(331)

Net Income Allocable to Participating Securities . . . . . . . . . . . . . . .

(129)

(145)

(67)

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,642 $ 37,433 $ 43,053 $ 97,656

Basic EPS:

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.19 $

0.32 $

0.36 $

0.82

Diluted EPS:

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.19 $

0.32 $

0.36 $

0.81

Weighted Average Shares Basic/Diluted (In Thousands):

Weighted Average Shares - Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .

116,837

117,299

119,446

119,462

Weighted Average Shares - Diluted . . . . . . . . . . . . . . . . . . . . . . . . .

117,261

117,779

119,990

120,076

A-81

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 93,467 $ 93,015 $ 93,562 $ 97,976

Net Income Available to First Industrial Realty Trust, Inc.’s

Year Ended December 31, 2016

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Common Stockholders and Participating Securities . . . . . . . . . . . $ 15,688 $ 50,229 $ 31,519 $ 23,796
(82)

Net Income Allocable to Participating Securities . . . . . . . . . . . . . . .

(180)

(110)

(63)

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,625 $ 50,049 $ 31,409 $ 23,714

Basic EPS:

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.14 $

0.43 $

0.27 $

0.20

Diluted EPS:

Net Income Available to First Industrial Realty Trust, Inc.’s

Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

0.14 $

0.43 $

0.27 $

0.20

Weighted Average Shares Basic/Diluted (In Thousands):

Weighted Average Shares - Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .

110,793

116,191

116,467

116,636

Weighted Average Shares - Diluted . . . . . . . . . . . . . . . . . . . . . . . . .

110,985

116,558

116,864

117,042

The following tables summarize the Operating Partnership’s unaudited quarterly financial information for

each of the years ended December 31, 2017 and 2016.

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 97,383 $ 97,579 $ 99,310 $ 102,130

Net Income Available to Unitholders and Participating

Year Ended December 31, 2017

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 23,464 $ 38,827 $ 44,613 $101,254
(331)

Net Income Allocable to Participating Securities . . . . . . . . . . . . . . . . .

(129)

(145)

(66)

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . $ 23,398 $ 38,698 $ 44,468 $100,923

Basic EPU:

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . $

0.19 $

0.32 $

0.36 $

0.82

Diluted EPU:

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . $

0.19 $

0.32 $

0.36 $

0.81

Weighted Average Units Basic/Diluted (In Thousands):

Weighted Average Units - Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . .

120,877

121,339

123,483

123,483

Weighted Average Units - Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .

121,301

121,819

124,027

124,097

A-82

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 93,467 $ 93,015 $ 93,562 $ 97,976

Net Income Available to Unitholders and Participating

Year Ended December 31, 2016

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16,281 $ 52,048 $ 32,630 $ 24,588
(83)

Net Income Allocable to Participating Securities . . . . . . . . . . . . . . . . .

(110)

(180)

(63)

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . $ 16,218 $ 51,868 $ 32,520 $ 24,505

Basic EPU:

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . $

0.14 $

0.43 $

0.27 $

0.20

Diluted EPU:

Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . $

0.14 $

0.43 $

0.27 $

0.20

Weighted Average Units Basic/Diluted (In Thousands):

Weighted Average Units - Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . .

115,096

120,486

120,740

120,740

Weighted Average Units - Diluted . . . . . . . . . . . . . . . . . . . . . . . . . .

115,288

120,853

121,137

121,146

A-83

.

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A-102

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2017

At December 31, 2017, the aggregate cost of land and buildings and equipment for federal income tax

purpose was approximately $3.4 billion (excluding construction in progress).

The changes in investment in real estate for the three years ended December 31, are as follows:

2017

2016

2015

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, Beginning of Year
Acquisition of Real Estate Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction Costs and Improvements . . . . . . . . . . . . . . . . . . . . . . . . .
Disposition of Real Estate Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of Fully Depreciated and Other Assets . . . . . . . . . . . . . . . . .

$3,388,611
168,517
137,361
(170,928)
—
(27,816)

(In thousands)
$3,297,649
108,538
167,342
(153,364)
—
(31,554)

$3,183,369
161,074
142,535
(162,636)
(626)
(26,067)

Balance, End of Year Including Real Estate Held for Sale . . . . . . . .
Real Estate Held for Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,495,745
—

$3,388,611
(3,697)

$3,297,649
(3,681)

Balance, End of Year Excluding Real Estate Held for Sale . . . . . . .

$3,495,745

$3,384,914

$3,293,968

The changes in accumulated depreciation for the three years ended December 31, are as follows:

2017

2016

2015

Balance, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation for Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposition of Real Estate Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of Fully Depreciated and Other Assets . . . . . . . . . . . . . . . . . . . . .

$797,919
94,078
(78,844)
(23,234)

(In thousands)
$792,501
95,514
(62,634)
(27,462)

$786,978
92,955
(61,365)
(26,067)

Balance, End of Year Including Real Estate Held for Sale . . . . . . . . . . . .
Real Estate Held for Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$789,919
—

$797,919
(1,427)

$792,501
(1,171)

Balance, End of Year Excluding Real Estate Held for Sale . . . . . . . . . . .

$789,919

$796,492

$791,330

A-103

PART II

MARKET INFORMATION

The following table sets forth, for the periods indicated, the high and low closing prices per share of the
Company’s common stock, which trades on the New York Stock Exchange under the trading symbol “FR” and
the dividends declared per share for the Company’s common stock and the distributions declared per Unit for the
Operating Partnership’s Units. There is no established public trading market for the Units.

Quarter Ended

Closing High

Closing Low

December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$32.82
$31.74
$30.04
$28.66
$28.12
$29.61
$27.82
$22.98

$30.49
$28.21
$26.88
$25.35
$25.35
$27.00
$22.36
$19.32

Dividend/
Distribution
Declared

$0.2100
$0.2100
$0.2100
$0.2100
$0.1900
$0.1900
$0.1900
$0.1900

As of February 20, 2018, the Company had 408 common stockholders of record. The number of holders
does not include individuals or entities who beneficially own shares but whose shares are held of record by a
broker or clearing agency, but does include each such broker or clearing agency as one record holder. The
Operating Partnership had 124 holders of record of Units registered with our transfer agent.

In order to comply with the REIT requirements of the Code, the Company is generally required to make
common share distributions and preferred share distributions (other than capital gain distributions) to its
shareholders in amounts that together at least equal i) the sum of a) 90% of the Company’s “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 dividend/distribution policy is determined by the Company’s Board of Directors and is dependent on
multiple factors, including cash flow and capital expenditure requirements, as well as ensuring that the Company
meets the minimum distribution requirements set forth in the Code. The Company met the minimum distribution
requirements with respect to 2017.

Holders of Units are entitled to receive distributions when, as and if declared by the Company’s Board of
Directors, after the priority distributions required under the Operating Partnership’s partnership agreement have
been made with respect to preferred partnership interests in the Operating Partnership out of any funds legally
available for that purpose.

During the year ended December 31, 2017, the Operating Partnership did not issue any Limited Partner

Units.

Subject to certain lock-up periods, holders of Limited Partner Units can redeem their Units by providing
written notification to the General Partner of the Operating Partnership. Unless the General Partner provides notice
of a redemption restriction to the holder, redemption must be made within seven business days after receipt of the
holder’s notice. The redemption can be effectuated, as determined by the General Partner, either by exchanging the
Limited Partner Units for shares of common stock of the Company on a one-for-one basis, subject to adjustment, or
by paying cash equal to the fair market value of such shares. Prior requests for redemption have generally been
fulfilled with shares of common stock of the Company, and the Operating Partnership intends to continue this
practice. If each Limited Partner Unit of the Operating Partnership were redeemed as of December 31, 2017, the
Operating Partnership could satisfy its redemption obligations by making an aggregate cash payment of
approximately $126.1 million or by issuing 4,008,221 shares of the Company’s common stock.

A-104

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 NAREIT Index represents the performance of our publicly traded industrial REIT peers.
The historical information set forth below is not necessarily indicative of future performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among First Industrial Realty Trust, Inc., the S&P 500 Index, and the FTSE NAREIT Equity REITs
Index

FIRST INDUSTRIAL REALTY TRUST, INC.

S&P 500

FTSE NAREIT Equity REITs

$350

$300

$250

$200

$150

$100

$50

$0

12/12

12/13

12/14

12/15

12/16

12/17

*

$100 invested on 12/31/12 in stock or index, including reinvestment of dividends. Fiscal year ending
December 31.

12/12

12/13

12/14

12/15

12/16

12/17

. . . . $100.00 $126.53 $152.33 $168.04 $219.21 $253.14
FIRST INDUSTRIAL REALTY TRUST, INC.
S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100.00 $132.39 $150.51 $152.59 $170.84 $208.14
FTSE NAREIT Equity REITs . . . . . . . . . . . . . . . . . . $100.00 $102.47 $133.35 $137.61 $149.33 $157.14

*

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.

A-105

CORPORATE MANAGEMENT AND DIRECTORS

CORPORATE MANAGEMENT
Peter E. Baccile
Director, President and Chief Executive Officer

Scott A. Musil
Chief Financial Officer,
Treasurer and Assistant Secretary

Johannson L. Yap
Chief Investment Officer and
Executive Vice President — West Region

David G. Harker
Executive Vice President — Central Region

Peter O. Schultz
Executive Vice President — East Region

Christopher M. Schneider
Chief Information Officer and Senior Vice President —
Operations

Donald R. Stoffle
Executive Director — Dispositions

Robert J. Walter
Senior Vice President — Capital Markets

Daniel J. Hemmer
General Counsel and Secretary

Arthur J. Harmon
Vice President — Investor Relations and Marketing

Sara Niemiec
Chief Accounting Officer

DIRECTORS
Bruce W. Duncan‡
Chairman
First Industrial Realty Trust, Inc.
Director
Boston Properties, Inc.
Marriot International, Inc.
T. Rowe Price Funds

Peter E. Baccile‡
Director, President and Chief Executive Officer
First Industrial Realty Trust, Inc.

Matthew S. Dominski‡§
Director
CBL & Associates Properties, Inc.

H. Patrick Hackett, Jr.*‡§
Principal
HHS Co.
Director
Wintrust Financial Corporation
Wintrust Bank

Denise A. Olsen*†
Senior Managing Director
GEM Realty Capital

John Rau*§
Lead Independent Director
First Industrial Realty Trust, Inc.
President, Chief Executive Officer and Director
Miami Corporation
Chairman
BMO Financial Corp.
Director
AGL Resources Inc.

L. Peter Sharpe*†
Former President and Chief Executive Officer
Cadillac Fairview Corporation
Director
Postmedia Network Canada Corp.
Morguard Corporation
Allied Properties Real Estate Investment Trust
Multiplan Empreendimentos Imobiliarios S.A.

W. Ed Tyler†
Chief Executive Officer
Ideapoint Ventures
Director
Nanophase Technologies Corporation

Committee Membership Legend
*
†
‡
§

Audit Committee
Compensation Committee
Investment Committee
Nominating/Corporate
Governance Committee

A-106

CORPORATE AND STOCKHOLDER INFORMATION

To contact First Industrial’s Audit Committee:
Chairman of the Audit Committee
c/o First Industrial Realty Trust, Inc.
*311 South Wacker Drive, Suite 3900
Chicago, IL 60606
**One North Wacker Drive, Suite 4200
Chicago, IL 60606

To contact First Industrial’s Nominating/Corporate
Governance Committee:
Chairman of the Nominating/Corporate
Governance Committee
c/o First Industrial Realty Trust, Inc.
*311 South Wacker Drive, Suite 3900
Chicago, IL 60606
**One North Wacker Drive, Suite 4200
Chicago, IL 60606

Industrial’s Lead Independent

To contact First
Director:
Lead Independent Director
c/o First Industrial Realty Trust, Inc.
*311 South Wacker Drive, Suite 3900
Chicago, IL 60606
**One North Wacker Drive, Suite 4200
Chicago, IL 60606

*
Such address to be used prior to June 1, 2018.
** Such address to be used on or after June 1, 2018.

Executive Office
First Industrial Realty Trust, Inc.
*311 South Wacker Drive, Suite 3900
Chicago, IL 60606
**One North Wacker Drive, Suite 4200
Chicago, IL 60606
Phone: 312.344.4300
Fax: 312.922.6320
www.firstindustrial.com
info@firstindustrial.com

Stock Exchange Listing
New York Stock Exchange
Symbol: FR

Registrar and Transfer Agent
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
Phone: 800.446.2617

Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Chicago, Illinois

Corporate Counsel
Barack Ferrazzano Kirschbaum &
Nagelberg LLP
Chicago, Illinois

10-K Report
A copy of the Company’s Form 10-K as filed with
the Securities and Exchange Commission is
available on the Company’s website and may also
be obtained free of charge by contacting our Vice
President — Investor Relations and Marketing.
Please address any communications to our Vice
President — Investor Relations and Marketing
“c/o First Industrial Realty Trust, Inc., 311 South
Wacker Drive, Suite 3900, Chicago, IL 60606” or,
if such communications are to be delivered on or
following June 1, 2018, “c/o First Industrial
Realty Trust, Inc., One North Wacker Drive, Suite
4200, Chicago, IL 60606.” Included in such report
were the certifications required by Section 302 of
the Sarbanes-Oxley Act.

Annual Meeting
The Annual Meeting of Stockholders of First
Industrial Realty Trust,
Inc., will be held on
Thursday, May 10, 2018, at 9:00 A.M. CDT at the
2nd Floor Conference Center, 311 South Wacker
Drive, Chicago, Illinois.

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