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Valeo

fr · NYSE Real Estate
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Ticker fr
Exchange NYSE
Sector Real Estate
Industry REIT - Industrial
Employees 51-200
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FY2021 Annual Report · Valeo
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2022

LETTER TO SHAREHOLDERS
NOTICE OF ANNUAL MEETING
PROXY STATEMENT

2021

ANNUAL REPORT

Table of Contents

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A-1
B-1

Letter to Shareholders
Notice of Annual Meeting of Stockholders
Proxy Statement Summary
Proxy Statement 2022 Annual Meeting of Stockholders
How to Attend the Virtual Annual Meeting
How to Vote Your Shares
Broker Non-Votes
Proposal 1 — Election of Directors

Information Regarding the Director Nominees
Information About Our Executive Officers
The Board of Directors and Corporate Governance
The Board of Directors and Corporate Responsibility
Board Oversight of Risk Management
Communications by Stockholders and Other Interested Parties
Board Committees
Director Compensation
2021 Director Compensation Table
Compensation Discussion and Analysis
Compensation Committee Report
Summary Compensation Table
CEO Pay Ratio
2021 Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End 2021
2021 Option Exercises and Stock Vested
Potential Payments Upon Termination or Change in Control
Equity Compensation Plans
Compensation Committee Interlocks and Insider Participation
Transactions with Related Persons, Promoters and Certain Control Persons
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
Availability of Proxy Materials
Other Business

Appendix A — 2022 Annual Meeting of Stockholders Reservation Request Form
Appendix B — 2021 Annual Report

A   L E T T E R   T O   O U R   S H A R E H O L D E R S

F R O M  T H E   P R E S I D E N T   A N D   C H I E F   E X E C U T I V E   O F F I C E R

As  we  have  all  heard  so  many  times,  what  a  difference  a  year  makes.  Last  year,  my  letter  to  shareholders 
opened with reflections on the impact of COVID-19 on our society and our way of life. This year I am pleased 
to  simply  say  that  2021  was  an  excellent  year  for  our  company.  Our  First  Industrial  team  again  delivered 
outstanding results that benefited and continue to benefit all of our stakeholders. The team’s efforts along 
with  the  continued  strength  of  the  logistics  real  estate  markets  are  driving  strong  cash  flow  growth  and 
value creation.

We delivered year-end occupancy of 98.1%, along with cash rental rate growth of 16.2%, a company record. 
These results drove solid cash same store NOI growth of 5.3%. During the pause in development starts in 2020 
our team continued to seek out and find new development opportunities and made significant progress on 
new  entitlements. This  progress  positioned  us  with  a  significantly  expanded  2021  development  pipeline 
when compared to our most recent history. When completed, these new development projects will serve to 
the benefit of the growth requirements of our customers while producing strong margins for shareholders 
when comparing our yields to prevailing market cap rates. Through our development, leasing and portfolio 
management efforts we have made significant progress toward our portfolio goal of generating 95% of our 
rental revenue from our 15 target investment markets by year-end 2023. We ended 2021 at 89%.

Our accomplishments and our growth opportunities were reflected in our stock price performance for 2021 
with  a  total  shareholder  return  of  60.3%.  The  outlook  for  our  business  remains  strong.  Reflective  of  the 
robust  sector  fundamentals,  our  Board  of  Directors  declared  a  dividend  of  $0.295  for  the  first  quarter  of 
2022, which represents a 9.3% increase over the prior rate.

2 0 2 1   H I G H L I G H T S

98.1%

16.2%

YEAR-END 
OCCUPANCY

RENTAL RATE 
GROWTH

5.3%

60.3%

8.0%

CASH SAME 
STORE NOI

SHAREHOLDER
RETURN

DIVIDEND
GROWTH

S T R O N G   F U N D A M E N T A L S   D R I V I N G   G R O W T H

Logistics real estate continues to enjoy strong demand from users across a wide range of businesses. This 
is in spite of COVID’s impact on general economic conditions and the stress on the nation’s supply chain, 
including  the  much  publicized  backlogs  at  the  Southern  California  ports.  Demand  for  logistics  space  is 
running  at  all-time  highs  as  businesses  remain  focused  on  expanding  their  competitive  positions  and 
optimizing their distribution networks.

National  leasing  statistics  reinforce  our  own  metrics.  For  2021,  CBRE  Econometric  Advisors  reported  that 
net absorption was 433 million square feet, a new record, well in excess of completions which totaled 268 
million square feet. National vacancies and availabilities are at all-time lows. The lack of available space is 
even more acute for users in the higher barrier-to-entry submarkets we target for new development.

As  you  would  expect,  more  supply  is  being  readied  for 
market,  but  the  pace  of  deliveries  is  being  impacted  by 
several factors. These include delays in the availability of 
certain building components due to the aforementioned 
supply  chain  disruptions,  the  continued  slow  pace  of 
entitlements,  local  opposition  to  industrial  uses,  and 
even  more  mundane  obstacles  like  getting  timely  utility 
hookups to make buildings fully operational. 

This  supply/demand  dynamic  is  supporting  significant 
rental  rate  growth  across  all  of  our  markets  as  shown  in 
our  progress  to  date  with  our  2022  rollovers.  As  of  our 
year-end  earnings  call,  we  had  taken  care  of  54%  of  our 
2022  expirations  at  a  cash  rental  rate  increase  of  more 
than  19%. We  expect  similar  cash  rent  growth  levels  for 
the full year 2022.

CASH RENTAL RATE GROWTH

16.2%

13.9%

13.5%

8.6%

8.1%

Q U A L I T Y   S U P P LY   C H A I N   S O L U T I O N S   &   S T R O N G   M A R G I N S

Our  team  was  busy  expanding  our  development  pipeline  in  2021. We  successfully  completed  and  leased 
several facilities during the year at above pro-forma rents and well within our underwritten lease-up period. 
We also initiated a number of new projects to meet near-term tenant demand and generate cash flow and 
value for shareholders. 

In  2021,  we  placed  in  service  five  developments,  all  100%  leased  which  included  projects  in  Southern 
California, South Florida, and Philadelphia. These projects total 884,000 square feet, with an estimated total 
investment of $98 million, a cash yield of 6.6%, and a projected margin of approximately 100%.

Through our earnings call on February 10th, we had grown our pipeline to a total of 7.1 million square feet 
with  a  total  investment  of  $802  million,  which  is  32%  leased. This  is  by  far  our  biggest  pipeline  in  recent 
history. This  highly  profitable  batch  of  developments  is  projected  to  generate  a  cash  yield  of  6.4%  and  a 
very  healthy  overall  development  margin  north  of  80%. To  achieve  these  results  our  team  is  focused  on 
delivering operational excellence through the development and leasing phases. We have a strong record of 
success that will propel us forward through these projects and the growth opportunities yet to come.

As  you  can  imagine,  the  industrial  investment  markets  are  highly  competitive. With  abundant  sources  of 
institutional  capital,  widely  marketed  sales  of  leased  assets  typically  evolve  into  bidding  wars. Therefore, 
we rarely choose to engage in a meaningful way in this process as we find there is little to no value add for 
our shareholders. As a result, you can expect us to continue to focus our investment efforts on our highly 
profitable development activity. 

S T R AT E G I C   L A N D H O L D I N G S  T O   F U E L   F U T U R E   G R O W T H

right 

Land  is  an  essential  component  of  our  investment  and  development  efforts.  We  have  tenured  teams  in 
offices across the country working to replenish our landholdings with near term, profitable development 
opportunities.  In  2021,  we  acquired 
17  sites  totaling  632  acres  for  a 
total of $281 million, some of which 
into  production. 
we  put 
We  also  acquired  the  remaining  
138  acres  at  our  First  Park  @ 
PV303  joint  venture  in  Phoenix 
for  $22  million.  That  project  is 
developable  up  to  2.2  million 
square  feet.  Our 
landholdings 
as  of  December  31,  2021  had  a 
book  value  of  $360  million  and 
an  estimated  market  value  of  $760 
million, or more than double.

DEVELOPABLE
DEVELOPABLE

Adjusting  for  our  first  quarter  2022  development  starts,  per  our  fourth  quarter  earnings  call,  our  balance 
sheet land today can support an additional 14.4 million square feet which would represent $1.6 billion of 
new investment, based on today’s construction costs.

We  also  look  to  continue  our  success  in  Phoenix  with  our  Camelback  303  venture  where  we  own,  with 
our partners, land that can support up to 8.9 million square feet, with our share approximately 3.8 million 
square  feet.  Like  the  prior  venture,  the  asset  management  strategy  calls  for  a  combination  of  speculative 
development, build-to-suits, and land sales to users.

C A P I TA L  T O   S U P P O R T   S T R AT E G Y

We have a broad range of strong and deep capital sources which provide us with the capacity and flexibility 
to support our growth objectives. We successfully entered into a new $750 million credit facility and also 
obtained a $200 million unsecured term-loan during the year, generating interest savings in the process. We 
also issued $146 million of equity through an at-the-market offering program. 

Lastly,  we  generated  re-investment  proceeds  from  asset  sales  that  are  part  of  our  ongoing  portfolio 
management discipline. In 2021, we completed $243 million in sales which included exiting the Milwaukee 
market. We anticipate sales of $100 million 
to  $150  million  in  2022  and  those  should 
largely  take  place  in  the  latter  part  of  the 
year.  With  the  vast  majority  of  our  new 
investment  in  the  form  of  speculative 
development,  we  temporarily  forgo  some 
rental  income  when  we  sell  leased  assets 
and  redeploy  proceeds  into  new  projects.  
The  trade-off  is  well  worth  it,  given  the 
value  we  are  creating  and  the  long-term 
cash flow profiles of these additions to our 
portfolio.

TOTAL CAPITALIZATION
(Equity Plus Debt)

$12

$10

$0

$4

$6

$8

$2

BILLION S

E S G   M AT T E R S

2021 saw us make some additional strides in our ESG-related efforts. Our team continued to donate their 
time,  talents  and  resources  to  worthy  charities  across  our  regions.  We  were  excited  our  efforts  included 
a  few  more  team  events  led  by  our  Cause  Champions  relative  to  2020. The  events  were  much  welcomed 
team-building opportunities, even if they required navigating some COVID-related protocols. A number of 
teammates also made use of our “paid time-off for charity” benefit to support their favorite organizations. 

First Network, a group directed by several senior women leaders in our company, made significant strides 
in its second year. As the name implies, the group provides networking opportunities, along with programs 
for personal and professional growth, especially targeted for the many talented women we are fortunate to 
have on our team.

On the building side, we have been developing high quality, energy and other resource efficient buildings 
for many years. In 2021, we launched our LEED volume program where we are in the process of seeking LEED 
certification for virtually all of our new projects. Outside of the program, we achieved LEED certification for 
three facilities in Southern California, including our 1.4 million square-foot First Nandina Logistics Center 
and the neighboring 221,000 square-foot First Nandina II project. 

In 2022, we will be investing in additional resources to capture energy and water usage 
data  from  tenants,  to  the  extent  we  have  access,  for  reporting  and  measurement 
purposes and to potentially identify opportunities for efficiencies.

We continue to take customer service and engagement seriously and measure their 
satisfaction by participating in the respected Kingsley Index on a regular basis. Once 
again in 2021, our property management team achieved top overall satisfaction scores 
for participants reporting more than 35 million square feet.

LEED®, and its related logo, is a trademark owned by the U.S. Green Building Council® and is used with permission.

S P E C I A L   A C K N O W L E D G E M E N T S

As  noted  in  last  year’s  letter,  L.  Peter  Sharpe  retired  from  our  board  of  directors  prior  to  our  2021  annual 
meeting.  We thank him again for his service to our company and shareholders. As also noted, in February 
2021, we welcomed Marcus L. Smith to our board of directors. We have appreciated the benefit of his broad 
perspective  on  business,  investing,  and  the  financial  markets  and  look  forward  to  his  further  counsel  in 
the years ahead. I would also like to recognize David Harker who retired as Executive Vice President for our 
Central Region this year. Thank you, David, for your bold and thoughtful leadership and many contributions 
to shaping and growing our portfolio during your 24 years with First Industrial.

A  big  thank  you  to  our  board  of  directors  who  provide  timely  and  thoughtful  guidance  on  a  range  of 
important issues. Lastly, to my teammates around the country, I cannot thank you enough for all you do and 
the talents and dedication you demonstrate each and every day. 

T H E   PAT H   A H E A D

Our team has done a fantastic job of sourcing new investments, bringing them to fruition and finding the 
right  tenants.  In  doing  so,  we  have  earned  strong  returns  for  shareholders  and  have  created  an  excellent 
portfolio,  one  that  we  believe  will  perform  well  through  the  cycle.  It’s  easy  in  these  heady  days  in  the 
logistics real estate business to forget that trees don’t grow to the sky. That’s why, in addition to seeking out 
new growth opportunities, we do so under a disciplined balance sheet and underwriting process and make 
use of risk mitigating measures such as our self-imposed speculative development cap. We remain focused 
on  profit  and  not  on  volume. We  are  continuing  this  approach  on  a  larger  scale  to  meet  the  substantial 
opportunities we see, and that scale is supported by our expanded equity market capitalization which is 2.4 
times what it was in 2018. We thank you for the capital you have entrusted to us. We look forward to building 
upon our past successes and keeping you up to date on our progress throughout the year.

Wishing you a happy and healthy 2022!

Peter E. Baccile
Peter E. Baccile
PrPPrPresesesididididenenenttt anananddd ChChChieieiefff ExEExExecececuttututiiviviveee OffiOffiOffiOfficececerrr
President and Chief Executive Officer

FIRST INDUSTRIAL REALTY TRUST, INC.
One North Wacker Drive
Suite 4200
Chicago, Illinois 60606
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 4, 2022

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of First
Industrial Realty Trust, Inc. (the “Company”) will be held on May 4, 2022 at 9:00 a.m. Central Time. This year’s annual
meeting will be a virtual meeting held over the Internet to facilitate stockholder participation.

You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit
your questions prior to and during the meeting by visiting: www.meetnow.global/MVQPQ6X. If you have any questions
regarding the format of the meeting, please contact Arthur J. Harmon, the Company’s Vice President of Investor Relations
and Marketing, at (312) 344-4320.

At our Annual Meeting, we will ask you to consider and vote upon the following proposals:

1.

To elect seven directors to the Board of Directors to serve until the 2023 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, 2022; 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 9, 2022 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.

Your shares cannot be voted unless they are represented by proxy or by the record holder attending the Annual
Meeting via webcast. Whether or not you plan to attend the Annual Meeting via webcast, please submit your proxy by mail,
telephone or over the Internet by following the instructions provided in the enclosed proxy statement to ensure that your
shares are represented at the Annual Meeting. If you hold your shares in “street name” through an intermediary, such as a
bank or broker, you must register in advance using the instructions provided in the enclosed proxy statement.

By Order of the Board of Directors,

Jennifer E. Matthews Rice
General Counsel and Secretary

Chicago, Illinois
March 31, 2022

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE
MEETING, PLEASE AUTHORIZE YOUR PROXY ON THE INTERNET, BY TELEPHONE OR BY MAIL AS
SOON AS POSSIBLE. YOUR PROXY AUTHORIZATION WILL ENSURE YOUR REPRESENTATION AT THE
ANNUAL MEETING REGARDLESS OF WHETHER YOU ATTEND THE ANNUAL MEETING VIA WEBCAST
ON MAY 4, 2022.

PROXY STATEMENT SUMMARY

This summary highlights information that is contained elsewhere in this proxy statement. It does not
include all information necessary to make a voting decision and you should read this proxy statement in its
entirety before casting your vote.

VOTING OVERVIEW

Proposals

Board Vote
Recommendation

Page

1.

Elect seven directors to the Board of Directors to serve until the 2023
Annual Meeting of Stockholders, and until their successors are duly
elected and qualified

FOR
each nominee

2. 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. Ratify the appointment of PricewaterhouseCoopers LLP as the

Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022

FOR

FOR

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FIRST INDUSTRIAL AT A GLANCE

First Industrial Realty Trust, Inc. (NYSE: FR),
a leading fully integrated owner, operator, and developer of industrial real estate

16.2%
Cash Rental Rate Growth
Highest Full Year Result

98.1%
Occupancy
at YE 2021

5.3%
Cash Same Store NOI
Growth for FY 2021

9.3%
Dividend
Increase From 2021-2022

7.1 MSF
Expanded Current
Development Pipeline

18+ MSF
Developable on Strategic
Sites for Future Growth

FIRST INDUSTRIAL REALTY TRUST, INC.
One North Wacker Drive
Suite 4200
Chicago, Illinois 60606

PROXY STATEMENT
2022 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 4, 2022

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 2022 Annual
Meeting of Stockholders of the Company to be held on May 4, 2022, and at any adjournments or postponements
thereof (the “Annual Meeting”). This year’s annual meeting will be a virtual meeting held over the Internet. The
meeting will convene at 9:00 a.m. Central Time on May 4, 2022.

At the Annual Meeting, stockholders will be asked to vote: (i) to elect seven directors to the Board of
Directors to serve until the 2023 Annual Meeting of Stockholders, and until their successors are duly elected and
qualified; (ii) to approve, on an advisory (i.e., non-binding) basis, the compensation of the Company’s Named
of
this Proxy Statement;
Executive Officers
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.

appointment

disclosed

ratify

(iii)

the

as

to

in

This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy Card are first being
sent to stockholders on or about March 31, 2022. The Board of Directors has fixed the close of business on
March 9, 2022 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 131,781,172 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.

The presence, in person by attending the Annual Meeting via webcast 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.

HOW TO ATTEND THE VIRTUAL ANNUAL MEETING

This year’s Annual Meeting will be a virtual meeting held over the Internet. You will be able to attend
the Annual Meeting, vote and submit questions during the Annual Meeting via a live webcast by visiting
www.meetnow.global/MVQPQ6X. You will need your 15-digit control number included on your Proxy Card in
order to attend the meeting.

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You may attend the virtual Annual Meeting if you are a stockholder of record, a proxy of a stockholder
of record, or a beneficial owner of our common stock with evidence of ownership. If you are a registered
stockholder (i.e., you hold your shares through our transfer agent, Computershare Inc. (“Computershare”)), you
do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on
the notice or Proxy Card that you received. If you hold your shares in “street name” through an intermediary,
such as a bank or broker, you are invited to attend the annual meeting as the beneficial owner of your shares, but
because you are not the stockholder of record you must register in advance to attend the Annual Meeting
virtually on the Internet by submitting proof of your proxy power (legal proxy) reflecting your First Industrial
holdings along with your name and email address to Computershare. Requests for registration from “street name”
stockholders must be labeled as “Legal Proxy” and be received no later than 4:00 PM CT on April 29, 2022. You
will receive a confirmation of your registration by email after we receive your registration materials.

“Street name” stockholders should direct requests for registration as follows:

By Email:

Forward the email
legalproxy@computershare.com

from your broker, or attach an image of your

legal proxy,

to

By Mail:

Computershare
First Industrial Realty Trust, Inc. Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

If you wish to attend the Annual Meeting via webcast at a location provided by us, we intend to air the
webcast at our offices located at One North Wacker Drive, Suite 4200, Chicago, Illinois 60606 for any
stockholders who request to participate in the virtual meeting in this manner. Please note that members of
management and members of our Board of Directors may not be present at this location. If you wish to attend the
Annual Meeting via webcast at this location, you will need to complete the Reservation Request Form included
as Appendix A to this Proxy Statement. In the event we are unable to provide access to our office for the Annual
Meeting due to public health or other safety measures, we will provide notice of an alternative location to all
stockholders that deliver a completed Reservation Request Form.

HOW TO VOTE YOUR SHARES

Your vote is important. Your shares can be voted at the Annual Meeting only if (i) you are present in
person by attending the virtual Annual Meeting via webcast and you vote your shares electronically at such
meeting, as described in this Proxy Statement; or (ii) you are represented by proxy. Even if you plan to attend the
Annual Meeting via webcast, we urge you to authorize your proxy in advance (i) electronically by going to
www.investorvote.com/FR and following the instructions described on your Proxy Card; (ii) by calling the toll-
free number (for residents of the United States and Canada) listed on your Proxy Card; or (iii) by mail. Please
have your Proxy Card in hand when going online or calling. If you authorize your proxy electronically through
the website or by telephone, you do not need to return your Proxy Card.

“Street name” stockholders who have received this Proxy Statement from their bank, broker or other
nominee should have received instructions for directing how that bank, broker or nominee should vote such
stockholder’s shares. It will be the bank’s, broker’s or other nominee’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. “Street name” stockholders who desire to vote
electronically at the Annual Meeting must obtain a “legal proxy” from the bank, broker or other nominee that

2

holds such stockholder’s shares in order to vote such shares electronically at the Annual Meeting. “Street name”
stockholders will need to contact their bank, broker or other nominee to obtain a legal proxy.

Stockholders of the Company are requested to authorize their proxy on the Internet, by
telephone or by mail as soon as possible. Shares represented by a properly authorized proxy received prior
to the vote at the Annual Meeting and not revoked will be voted at the Annual Meeting as directed by the
stockholder’s proxy authorization. If a proxy authorization is submitted and no instructions are given, the
persons designated as proxy holders in the proxy authorization will vote: (i) FOR the election of the seven
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.

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, authorizing a proxy
again on the Internet or by telephone (only the latest Internet or telephone proxy will be counted) as described
above, properly executing and delivering a later-dated Proxy Card by mail, or by participating in, and voting
electronically at, the Annual Meeting. Any stockholder of record as of the Record Date attending the Annual
Meeting may vote electronically whether or not a proxy has been previously given, but the participation (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 electronically during the Annual Meeting will need to obtain a duly
executed proxy form from the institution that holds their shares prior to the Annual Meeting.

BROKER NON-VOTES

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, such as the election of directors, 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 bank, broker or other nominee does not receive instructions from the stockholder on how to vote on
that matter, the bank, broker or other nominee 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, 2022 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.

3

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 currently consists of seven seats. Each of the
directors is serving for a term of one year and until such director’s 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, Teresa Bryce Bazemore, Matthew S.
Dominski, H. Patrick Hackett, Jr., Denise A. Olsen, John E. Rau and Marcus L. Smith 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. Assuming each of the Nominees is elected to serve, the below tables highlight certain
characteristics and experience of our Board of Directors.

DIRECTOR TENURE 

BOARD INDEPENDENCE

57%
5+ years

43%
<5 years

6 of 7  directors are independent

BOARD DIVERSITY 

AVERAGE DIRECTOR AGE

43% diversity
29% women
29% racial

minori(cid:2)es

29%

29%

43%

63 

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

4

INFORMATION REGARDING THE DIRECTOR NOMINEES

The following biographical descriptions set forth certain information with respect to the seven 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
Age: 60

Peter E. Baccile 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,
and
Gaming, Diversified Industrials, Paper Packing and Building Products,
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), where he serves as a member of the executive board, 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.

Board Committee: Investment Committee

Teresa Bryce Bazemore

Director since 2020
Age: 62

Teresa Bryce Bazemore has been a director of the Company since May 2020.
Ms. Bazemore is the President and Chief Executive Officer of Federal Home Loan
Bank of San Francisco. Ms. Bazemore presently serves on the Board of Directors of T.
Rowe Price Funds. She formerly served on the Board of Directors of the Federal Home
Loan Bank of Pittsburgh and Chimera Investment Corporation (NYSE: CIM). From
July 2008 through April 2017, Ms. Bazemore served as President of Radian Guaranty
Inc., a subsidiary of Radian Group Inc. (NYSE: RDN), where she led strategic planning,
business development and operations of Radian Guaranty’s mortgage insurance
business line and information technology and governmental affairs for Radian Group.
From October 2006 to July 2008, she also served in various capacities with Radian
Group, including Executive Vice President, General Counsel, Corporate Secretary and Chief Risk Officer. From
June 2000 to May 2006, Ms. Bazemore was Senior Vice President, General Counsel and Secretary of Nexstar
Financial Corporation. From March 1997 to June 2000, she served as General Counsel of the mortgage banking line
of business at Bank of America (NYSE: BAC). Ms. Bazemore currently serves on the Board of Directors of the
Public Media Company and serves on the Board of Trustees of the University of Virginia Foundation, for which she
also serves as the Chair of the Audit Committee. Ms. Bazemore is also a member of the Advisory Board of the
University of Virginia Center for Politics and is on the Board of Directors of the Southern California Chapter of the
International Women’s Forum. Ms. Bazemore holds a B.A. from the University of Virginia and a J.D. from
Columbia University. Ms. Bazemore’s extensive legal, financial and operational experience in the banking and real
estate industries is a valuable asset to the Board of Directors and the Company’s Audit Committee.

Board Committee: Audit Committee

5

Matthew S. Dominski

Director since 2010
Age: 67

Matthew S. Dominski has been a director of the Company since March 2010 and the
Chairman of the Board of Directors since July 2020. He previously served as a director of
CBL & Associates Properties, Inc., a shopping mall real estate investment trust in the United
States, from 2005 to 2021. 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 (ICSC). 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.

Board Committees: Compensation Committee, Investment Committee, Nominating/Corporate Governance Committee

H. Patrick Hackett, Jr.

Director since 2009
Age: 70

H. Patrick Hackett, Jr. 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 many years and 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. 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.”

Board Committees: Audit Committee, Compensation Committee, Investment Committee

Denise A. Olsen

Director since 2017
Age: 56

Denise A. Olsen has been a director of the Company since November 2017 and the
Chairperson of the Compensation Committee since May 2020. 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 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 as a Senior Portfolio Manager. Ms. Olsen is a board member of CyrusOne, Inc.
(NASDAQ: CONE), currently serving on the Audit and Compensation Committees. 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 Advisory 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. Further, Ms. Olsen’s financial expertise is valuable to the Company’s
Audit Committee, on which she currently serves.

Board Committees: Audit Committee, Compensation Committee

6

John E. Rau

Director since 1994
Age: 73

John E. Rau 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 its sale to Mars, Inc. in September 2008, and a director of Nicor, Inc.
from 1997 until
its sale to Southern Company Gas (formerly AGL Resources Inc.) in
December 2011, and he continues as a director of Southern Company Gas. 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 University’s J.L. Kellogg Graduate School of Management. During
that time, he also served as Special 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.

Board Committees: Audit Committee, Nominating/Corporate Governance Committee

Marcus L. Smith

Director since 2021
Age: 55

Marcus L. Smith has been a director of the Company since February 2021. Since 2017,
Mr. Smith has served as a director for MSCI Inc. (NYSE: MSCI). Mr. Smith served as a
director for DCT Industrial Trust Inc. from 2017 until 2018 when the company was acquired by
Prologis, Inc. (NYSE: PLD). Prior to his service as a director for MSCI Inc. and DCT Industrial
Trust Inc., Mr. Smith retired from a 23-year career at MFS Investment Management, where he
served as portfolio manager of the MFS Institutional International Fund (MIEIX) for 17 years
and the MFS Concentrated International Fund for 10 years. As a portfolio manager, Mr. Smith
was responsible for all aspects of portfolio construction and stock selection for the MFS
Institutional International Fund. Mr. Smith employed financial analysis of balance sheets,
income, and cash flow statements and modeling to forecast and value prospective investments.
During his 17-year tenure as portfolio manager of the MFS Institutional International Fund, the
portfolio assets grew from $120M to over $24B. The MFS Institutional International portfolio received the Lipper Award in
2005 and 2010 for Best 3-Year Performance of 359 Large Capitalization international portfolios. In addition to his portfolio
management duties for MFS Investment Management, Mr. Smith served as Director of Equity, Canada from 2012 to 2017,
and Director for Equity, Asia from 2010 to 2012. In these roles, Mr. Smith was responsible for recruitment, management, and
compensation of 10 investment professionals in Canada and 18 investment professionals in Singapore, Tokyo and Sydney,
respectively. Prior to being a Director of Equity, Mr. Smith was Director of Asian Equity Research from 2005 to 2010. In this
Republic of Singapore-based role, he recruited, managed, trained, and compensated the 12 investment analysts located across
the Asian region. Prior to joining MFS Investment Management, Mr. Smith was a senior consultant at Accenture, working
within its Financial Services Group. Mr. Smith served as a United States Army Reserve Officer from 1987 to 1992. Mr. Smith
earned a Bachelor of Science, Cum Laude, in Computer Science & Business Administration from the University of Mount
Union and a Masters of Business Administration from the Wharton School at the University of Pennsylvania. Mr. Smith
served as a Trustee for the University of Mount Union between 2009 and 2019. He has also served on the Posse Boston
Advisory Board since 2015. Mr. Smith is a member of the Harvard Medical School Academic Advisory Council and the
Boston Economic Club. Mr. Smith’s experience in the financial sector and director service for other public companies are
valuable assets to the Board of Directors.

Board Committees: Investment Committee, Nominating/Corporate Governance Committee

7

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Johannson L. Yap

Age 59

Scott A. Musil

Age 54

Johannson L. Yap 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
in 1991, with responsibility for acquisitions, property
became Vice President
management,
financing, sales and construction management
functions. His professional affiliations include Urban Land Institute and Nareit,
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

Scott A. Musil 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.
the
Mr. Musil previously served as Controller of
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. From May 2017 through
March 2019, Mr. Musil served 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.

8

Peter O. Schultz

Age 59

Jennifer E.
Matthews Rice

Age 51

Peter O. Schultz 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
the Company, with
of
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.

Jennifer E. Matthews Rice has been General Counsel
and Secretary of the Company since November 2019.
Prior to joining the Company, Ms. Matthews Rice
served as Senior Vice President, General Counsel and
Secretary of Brandywine Realty Trust (NYSE: BDN)
from March 2017 to November 2019, Vice President of
Legal Affairs, Interim General Counsel and Secretary
from April 2016 to March 2017 and Counsel from
October 2012 to March 2016. Ms. Matthews Rice also served as Real Estate
Counsel for Exeter Property Group from August 2008 to October 2012 and in
several capacities,
including General Counsel and Secretary, with Preferred
Unlimited, Inc. from February 2004 to July 2008. Prior to that, Ms. Matthews Rice
was an attorney in the real estate department of Ballard Spahr Andrews &
Ingersoll, LLP. Ms. Rice clerked for the Honorable Ronald D. Castille of the
Pennsylvania Supreme Court. She is a graduate of Temple University School of
Law and received her Bachelor of Arts from Franklin & Marshall College. She is a
member of the National Association of Industrial and Office Properties and the
Corporate Governance Council of Nareit.

9

THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

The Board of Directors. The Board of Directors currently consists of seven 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 and Smith and Mses.
Bazemore and Olsen, who collectively constitute a majority of the current members of the Board of Directors,
are independent directors.

The Board of Directors held six meetings, and acted one time by written consent, during 2021. Each of
the directors serving in 2021 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 2021 Annual Meeting of Stockholders. During 2021, Mr. Dominski, 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 all meetings and executive sessions of our independent 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 Investors 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.

Board Leadership Structure. 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 management oversight and a
fully engaged, highly functioning Board of Directors. Our key objective in establishing the structure of the Board
of Directors 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.

10

THE BOARD OF DIRECTORS AND CORPORATE RESPONSIBILITY

CORPORATE RESPONSIBILITY
2022 HIGHLIGHTS

ENVIRONMENTAL The Company is focused on building and maintaining a socially responsible and
sustainable business that succeeds by delivering long-term value for our
stockholders.

‰ Energy-efficient lighting deployed across portfolio; incorporate skylights

to make use of natural sunlight

‰ Water

conservation measures,

including sensors, drought-resistant

landscaping and fixtures

‰ Cool roofs installed where appropriate based on local climate
‰

Sustainable development practices and features for new construction/
redevelopments including use of recycled/locally sourced materials

‰ Encourage and promote recycling by our employees and tenants
‰ Offer composting bins at the Company’s corporate office
‰

In-house environmental team assesses, manages and remediates risks for
portfolio and new investments

‰ We achieved LEED certification for three buildings totaling 1.7 million

square feet in Southern California in 2021.

‰ We launched a new LEED volume program which will enable streamlined

certification for future developments.

SOCIAL

The Company has a strong corporate culture and a long-standing tradition of
supporting worthy causes in its community and partnering with high quality and
ethical supply chains.

‰ Company-wide training opportunities provided to employees
‰ Employee tuition reimbursement program
‰ Regular employee engagement with executive management team
‰ The Company supports “First Network,” a women’s networking group.
‰ The Company provides PTO for community service for employees to
serve worthy organizations of their choice. The Company also increased
its commitment in 2021 to two paid days per employee per year.
‰ Employees participate in a Toys for Tots holiday toy drive annually
‰ The Company donated to six employee-directed charities, including the
American Red Cross, ASPCA, The Boys & Girls Club, Feeding America,
Make a Wish Foundation and Operation Gratitude

‰ Human Rights policy adopted and disclosed in Company’s most recent

Corporate Responsibility Report

‰ Vendor Code of Conduct established to help ensure our suppliers align

with our company policies and values

11

GOVERNANCE

The Company has adopted Corporate Governance Guidelines and a Code of Business
Conduct and Ethics to reflect the principles by which it operates, including a company-
wide commitment to integrity, ethics, and transparency.

‰ Annual election of directors
‰ Regular executive sessions of non-management directors
‰ Stockholders have the power to amend the Company’s bylaws
‰ Separate Chairman and Chief Executive Officer
‰ Risk oversight by full Board of Directors and committees
‰ Annual board and committee self-assessment
‰ Commitment to diversity, including in the director nomination process
‰ Mandatory director and executive officer share ownership requirements
‰ Anti-hedging and anti-pledging policy of

shareholdings by directors and

employees

‰ Audit Committee oversight of the Company’s corporate policies with respect to
sustainability and environmental risk, corporate social responsibility and corporate
governance, and internal controls with respect to information technology security

by

that

business

succeeds

construction,

The Company and its Board of Directors are focused on
building and maintaining a socially responsible and
sustainable
delivering
long-term value for our stockholders. We continuously
to minimize our
look for new and better ways
environmental impact as well as that of our tenants. We
have an established committee consisting of members of
our
environmental, human resources,
investor relations, legal, operations and risk management
teams responsible for reporting to senior management
and our Board of Directors regarding various matters
related to sustainability, social responsibility and other
non-financial issues that are of significance to us and our
lease the
stockholders. Because we primarily net
properties in our portfolio to our tenants whereby each
tenant
is ultimately responsible for maintaining the
leased property, one of our key corporate responsibility
priorities is to engage with and encourage our tenants to
implement environmentally sustainable practices, such as
the use of energy and water efficient
fixtures and
recycling programs. Additionally, as we add properties to
our portfolio or enhance existing facilities, environmental
sustainability is a key consideration of our efforts to
improve or develop such properties, and we seek to
employ green building techniques and incorporate
energy, water and other resource-efficient features. We
environmental
commitment
extend
excellence to our own offices, promoting sustainable
practices and energy efficiency that can both reduce
environmental impact and achieve lower operating costs.
Our headquarters office in Chicago is an energy-efficient
LEED-certified building. Social
responsibility and
engagement is an integral part of our business, as we are
committed to developing and maintaining strong
relationships with our customers, business partners,
investors, and the communities in which we operate and
invest. In addition, we aim to provide a positive work

same

the

to

12

LEED Development Program
In 2021, we launched a new LEED volume program.
LEED volume certification was first introduced by
the United States Green Building Council in 2011 to
create a streamlined process for organizations like
First Industrial that are seeking LEED certification for
a number of comparable projects. This program is
well-suited for our development program, given our
focus
designs
incorporating energy-efficient LED lighting and other
and employing
environmentally-friendly features
resource-focused construction practices.

high-quality

consistently

on

We are working towards approval of our prototypes
in the first half of 2022. Once complete, we will be
able to certify virtually all of our new development
projects more efficiently and cost-effectively than by
certifying individual buildings.

“LEED®, and its related logo, is a trademark owned
by the U.S. Green Building Council® and is used with
permission.”

environment for our employees by offering proper compensation, quality benefit offerings including health and
wellness and 401(k) plan and financial education, and career training and growth opportunities. Our governance
efforts are led by our Board of Directors, which is elected by our stockholders to oversee their interest in the
long-term financial strength and overall success of the Company, exercising its members’ business judgment
using their collective experience, knowledge and skills. Directors must fulfill their responsibilities as members of
the Board of Directors consistent with their fiduciary duty to our stockholders and in compliance with all
applicable laws and regulations and our Code of Business Conduct and Ethics. The Board of Directors provides
advice and counsel to the Chief Executive Officer and other senior officers of the Company. The Board of
Directors ensures that the assets of the Company are properly safeguarded, that appropriate financial and other
controls are maintained, and that the Company’s business is conducted wisely and in compliance with applicable
laws and regulations.

For more information on our corporate responsibility and sustainability initiatives, a copy of our

Corporate Responsibility Report can be found on our website at www.firstindustrial.com/responsibility.

13

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
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. The Audit Committee is also responsible for the oversight of the
Company’s internal control systems with respect to information technology security and for the Company’s
policies, initiatives and disclosures with respect to sustainability and environmental risk, corporate social
responsibility and corporate governance.

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 2021 Employee Bonus Plan (as defined on page 25) 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.

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 independent 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 chair of such
committee; and communications to independent 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., One North Wacker Drive, Suite 4200, Chicago, Illinois 60606.” All communications
will be forwarded to their respective addressees. If a stockholder marks his or her communication “Confidential,”
such communication will be forwarded directly to the addressee.

14

BOARD COMMITTEES

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

Committee and a Nominating/Corporate Governance Committee.

Audit Committee

Members:
H. Patrick Hackett, Jr. (Chair)*
Teresa Bryce Bazemore
Denise A. Olsen
John E. Rau

Number of Meetings in
2021: 5

*In the judgment of the
Company’s Board of Directors,
the Chair of the Audit
Committee, 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.

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:

‰
‰

‰

‰

‰

‰

approves the engagement of independent public accountants;
is directly involved in the selection of the 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
independent public accountants;
reviews the independence of the independent public accountants;
and
reviews the adequacy of the Company’s internal control over
financial reporting.

services and fees of

the

the Audit Committee has responsibility for overseeing the
In addition,
Company’s enterprise and risk management and for supervising and
assessing the performance of the Company’s internal audit department. The
Audit Committee also oversees the Company’s internal control systems with
respect to information technology security and the Company’s corporate
policies,
to sustainability and
environmental risk, corporate social responsibility and corporate governance.

initiatives and disclosures with respect

Each member of the Audit Committee 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, and is financially literate, knowledgeable
and qualified to review financial statements.

15

Compensation Committee

Members:
Denise A. Olsen (Chair)
Matthew S. Dominski
H. Patrick Hackett, Jr.

Number of Meetings in
2021: 3

Investment Committee

Members:
H. Patrick Hackett, Jr. (Chair)
Peter E. Baccile
Matthew S. Dominski
Marcus L. Smith

Number of Meetings in
2021: 15

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.

Each member of the Compensation Committee is, in the judgment of the
Board of Directors, independent as required by the listing standards of the
NYSE.

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
investment personnel and reviews each submission
the Company’s
the required
thoroughly. The Investment Committee’s charter details
approval authority for various types of transactions, with the level of
approval required varying depending on the type of transaction and the dollar
amount
the
and
implementation of such approval requirements.

Investment Committee

involved,

oversees

the

16

Nominating/Corporate Governance Committee

Members:
John E. Rau (Chair)
Matthew S. Dominski
Marcus L. Smith

Number of Meetings in
2021: 1

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
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.

recommended

nominations,

rejects

the

consider

The Nominating/Corporate Governance Committee will
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 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 that the Company may
not 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.

In general, it is the Nominating/Corporate Governance Committee’s policy that, in its
its recommended nominees for election as members of the Board of
judgment,
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 to the foregoing minimum standards, 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.

Each member of the Nominating/Corporate Governance Committee is, in the judgment
of the Board of Directors, independent as required by the listing standards of the
NYSE.

17

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 2021:

•

•

•

•

annual cash fees of $70,000 and annual equity grants with a grant date fair value of
approximately $70,000;

annual cash fee of $35,000 for service as the Chairman of the Board of Directors;

annual cash fee of $25,000 for service as the Lead Independent Director; and

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

Committee

Audit Committee
Compensation Committee
Nominating/Corporate Governance Committee
Investment Committee

Annual Fee

Chair ($)
30,000
20,000
15,000
25,000

Member ($)
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. All cash fees payable to our
non-employee directors are paid in quarterly installments.

2021 DIRECTOR COMPENSATION TABLE

Name

Teresa Bryce Bazemore

Matthew S. Dominski

H. Patrick Hackett, Jr.

Denise A. Olsen

John E. Rau

L. Peter Sharpe(2)

Marcus L. Smith

Fees Earned
or Paid in
Cash ($)

Stock
Awards(1)
($)

Total
Compensation ($)

79,000

126,000

132,271

99,000

119,000

29,190

70,743

70,016

70,016

70,016

70,016

70,016

-

83,449

149,016

196,016

202,287

169,016

189,016

29,190

154,192

(1) Represents, except for Mr. Smith and Mr. Sharpe, a grant of 1,449 shares of, at each director’s election,
either restricted stock units or LP Units, to each director on May 5, 2021 as compensation for twelve months
of board service. Because Mr. Smith joined the board of directors prior to the Company’s 2021 Annual
Meeting of Stockholders, Mr. Smith’s amount reflects a grant on the same date of 1,727 restricted stock
units as compensation for fifteen months of board service. All such units vest on the earlier of the first
anniversary of the grant date or the Company’s next annual stockholder meeting. Amounts are based on the
Common Stock price as of the grant date, which was $48.32.

(2) Represents compensation paid prior to his departure from the Board of Directors in 2021.

18

COMPENSATION DISCUSSION AND ANALYSIS

2021 ACCOMPLISHMENTS

2021 was a successful year for the Company, as we delivered strong operating results and expanded
our investment for future growth. We continued to execute our strategy: driving long-term cash flow growth and
value for stockholders through leasing, enhancing our portfolio through developing, acquiring and selling select
properties and maintaining our strong balance sheet. We did so while continuing to maintain effective business
continuity and safe operations for our employees, customers and business partners while navigating the ongoing
coronavirus (COVID-19) pandemic.

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

performance during the year, including:

• Maintaining high levels of portfolio occupancy, ending the year at 98.1% occupied in our

•

•
•
•

•
•

•
•
•

•

in-service portfolio.
Growing cash rental rates on new and renewal leasing by 16.2%, the highest annual result for this
metric in the Company’s history.
Growing cash same store net operating year income by 5.3%.
Growing our Common Stock dividend by 8%.
Placing in service five development properties, 100% leased, totaling 0.9 million square feet, with
an estimated total investment of $98 million; comprised of four buildings in South Florida, two
buildings in Southern California and one building in Philadelphia.
Acquiring 17 development sites totaling 632 acres for a total investment of $281 million.
Acquiring the remaining 138 acres at its First Park @ PV303 joint venture in Phoenix for
$22 million developable to 2.2 million square feet. Purchase price reflects a $10 million reduction
from the Company’s share of gain and earned promote.
Acquiring four industrial properties totaling 0.2 million square feet for $154 million.
Selling 29 properties totaling 2.9 million square feet for a total of $243 million.
Amending and restating our line of credit and $200 million unsecured term loan, extending the
maturities to July 2025 and July 2026, respectively, lowering the spreads on each debt instrument
by 32.5 basis points and 65 basis points, respectively, and increasing the borrowing capacity on
the line of credit to $750 million.
Issuing 2.5 million shares of our common stock through our at-the-market (“ATM”) program,
resulting in net proceeds of $145.8 million.

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 over the long term.

19

What We Pay and Why

Following is a summary of (a) the Compensation Committee’s objectives for the compensation of our
Named Executive Officers and (b) how the Compensation Committee believes its decisions on executive officer
compensation achieve the stated objectives:

‰ Reward performance and initiative
‰ Attract, retain, and reward executive officers who have the motivation, experience, and skills to continue

OBJECTIVES

our track record of profitability, growth and attractive total shareholder return

‰ Be competitive with other REITs viewed as competitors for executive talent
‰ Link compensation with enhancing stockholder value
‰ Reward for short-term and long-term successes
‰ Manage institutional risk associated with compensation programs

HOW OBJECTIVES ACCOMPLISHED

‰ While we do not employ a formula, base salary generally comprises a smaller portion of each Named

Executive Officer’s total target pay.

‰ A significant portion of each Named Executive Officer’s total target compensation is structured as
performance-based compensation using a combination of annual cash bonus, with appropriate caps on
those payouts, and long-term incentive equity awards.

‰ We utilize a variety of objective performance goals that we consider key drivers of value creation to
minimize the potential risk associated with over-weighting any particular performance measure. Goals
have historically included funds from operations, same store net operating income growth, fixed charge
coverage ratio and discretionary objectives.

‰ The ultimate value of performance-based long-term incentive equity awards is dependent on the
Company’s total shareholder return as compared to both a REIT index and a select peer group. We think
using both performance measures, together with time-based equity awards, provides a balanced approach
that compensates for performance but does not motivate excessive risk taking.

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

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 November of the prior fiscal year and continuing
through the first quarter of the applicable fiscal year, by setting salaries and, if applicable, maximum bonuses for
the Company’s employees, including those named executive officers listed in the Summary Compensation Table
on page 35 (the “Named Executive Officers”). Also, typically in the first quarter of the applicable fiscal year, the
Compensation Committee adopts, and the full Board of Directors ratifies, the performance criteria to be used for
including the Named
that year in determining the incentive compensation of the Company’s employees,
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. In accordance with such
determination, the Committee approves cash bonuses and equity awards.

20

During the first quarter of the applicable fiscal year, our Chief Executive Officer meets with the
Compensation Committee to present and discuss recommendations with respect to the applicable fiscal year’s
salaries and maximum bonuses for the Named Executive Officers, other than himself. Also, in the first quarter of
each year, our Chief Executive Officer meets with the Compensation Committee to present and discuss
recommendations with respect to incentive compensation for the year just ended. Our Chief Executive Officer
does not participate in any decisions or determinations with respect to his 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. Consistent with SEC
rules, prior to any such engagement, 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.

In 2021,

the Compensation Committee engaged Ferguson Partners Consulting, L.P. (“FPC”), a
nationally-recognized compensation consultant firm specializing in the real estate industry,
to review the
appropriateness of the amount and structure of our compensation program and update the benchmarking analyses
conducted in 2018.

As part of its review, FPC surveyed the compensation programs of 12 real estate companies, focusing
on companies of similar size and asset class to position FR near the market median of such comparisons. This
peer group included the following companies, with First Industrial at the 48th percentile of the peer group by
market capitalization:

CoreSite Realty Corporation
Cousins Properties Incorporated
Duke Realty Corporation
EastGroup Properties, Inc.

Lexington Realty Trust
National Storage Affiliates Trust
Omega Healthcare Investors, Inc.
PS Business Parks, Inc.

Rexford Industrial Realty, Inc.
Spirit Realty Capital, Inc.
STAG Industrial, Inc.
Terreno Realty Corporation

to review our executive compensation program. Consistent with SEC rules,

The Compensation Committee retains the discretion to work again with FPC or an alternative
compensation consultant
the
Company assessed whether the work of FPC raised any conflict of interest and determined that the retention of
FPC to advise the Compensation Committee concerning executive compensation matters did not create a conflict
of interest. Neither the Compensation Committee nor the Company has any other professional relationship with
FPC, although an affiliate of FPC periodically provides recruitment services to the Company. In 2021, this
affiliate of FPC was engaged by the Company, at the direction of management under the supervision, but without
the formal approval, of our Board of Directors, to provide recruitment services and was paid fees of $51,600 for
such services. In 2021, FPC was paid $18,000 for compensation-related services.

EXECUTIVE COMPENSATION COMPONENTS

incentive
The components of the Company’s executive compensation program are base salary,
bonuses, long-term incentive program 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. The Compensation Committee believes equity awards play an important role in aligning
management’s interests with those of the Company’s stockholders because these equity awards derive their value
from our Common Stock. For this reason, equity awards are a significant part of executive compensation.

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

21

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.

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 in cash.

Our long-term incentive program, which consists of performance-based and time-based equity awards,
is designed to assist us in attracting and retaining high quality executives, while tying a significant portion of
their compensation to our financial performance, principally in the case of this program to our total shareholder
return. The Company provides its executives with the choice of accepting equity awards in the form of awards
that settle in either Common Stock or partnership interests in our operating partnership, First Industrial, L.P., that
are structured as a “profits interest” for U.S. federal income tax purposes (“LP Units”). Generally, LP Units
entitle the holder to receive distributions from our operating partnership that are equivalent to the dividends and
distributions that would be made with respect to the number of shares of our Common Stock underlying such LP
Units, though receipt of such distributions may be delayed or made contingent on vesting. Once an LP Unit has
vested and received allocations of book income sufficient to increase the book capital account balance associated
with such LP Unit (which will initially be zero) to equal, on a per-unit basis, the book capital account balance
associated with a “common unit” of partnership interest of First Industrial, L.P., it automatically becomes a
common unit that is convertible by the holder into one share of Common Stock or, at the Company’s option, a
cash equivalent.

22

COMPENSATION HIGHLIGHTS

To align the pay of our Named Executive Officers with their performance and the goals of our
stockholders, we grant a significant portion of our Named Executive Officers’ total compensation in the form of
performance-based and time-based equity awards.

The below table reflects the characteristics of our compensation program for our Named Executive

Officers:

Focus on At-Risk Pay

The majority of compensation is performance based/at risk pay.

Majority Performance-Based Equity

Performance Metrics

In 2021, equity compensation mix was 70% performance-based
awards and 30% time-based awards. In 2022,
these percentages
changed to 65% and 35%, respectively.

In 2021, 57% of performance-based awards were based on
performance relative to the “Long-Term Incentive Peer Group” (as
defined below) and 43% were based on performance relative to the
FTSE Nareit All Equity Index. In 2022, these percentages changed to
54% and 46%, respectively.

Performance Measurement Period

Performance goals are measured based on relative total shareholder
return over a 3-year period.

Total Shareholder Return Goals

Total shareholder return metrics are based on a percentile level of
performance relative to the companies in the peer group and index.

Annual Cash Bonus Plan

Base Salary

Annual cash bonuses are based on weighted measures of Company
performance, including FFO per share, same store NOI growth, fixed
charge coverage ratio, and other discretionary objectives.

Base salaries are adjusted from time to time based on market trends
and individual performance.

Of our Named Executive Officers, only our Chief Executive Officer, Mr. Baccile, is subject to an
employment agreement. His employment agreement was entered into in February 2020 and provides for a term
of employment through December 31, 2024. Mr. Baccile’s employment agreement is described in greater detail
starting on page 39 under “Potential Payments Upon Termination or Change in Control.”

23

The charts below depict the overall compensation mixes of our Chief Executive Officer and our other
Named Executive Officers for 2021 and 2022. Long-term incentive compensation comprised 43% of our Chief
Executive Officer’s target pay opportunity, the largest component of his pay, and 42% of our other Named
Executive Officers’ target pay opportunity in 2021. The amount of pay tied to short-term incentive compensation
was 36% of our Chief Executive Officer’s overall target pay opportunity and 33% of our other Named Executive
Officers’ overall target pay opportunity in 2021.

42.9%
Long-Term Incen(cid:2)ve
Compensa(cid:2)on

21.2%
Base Salary

41.5%
Long-Term Incen(cid:2)ve
Compensa(cid:2)on

25.4%
Base Salary

2021
CEO

2021
Other
NEOs

35.9%
Short-Term Incen(cid:2)ve
Compensa(cid:2)on

33.1%
Short-Term Incen(cid:2)ve
Compensa(cid:2)on

78.8%
Performance- based/
at risk

74.6%
Performance-based/
at risk

For 2022, long-term incentive compensation comprised 60% of our Chief Executive Officer’s target
pay opportunity and 46% of our other Named Executive Officers’ target pay opportunity. The amount of pay tied
to short-term incentive compensation was 24% of our Chief Executive Officer’s overall target pay opportunity
and 31% of our other Named Executive Officers’ overall target pay opportunity in 2022.

60.0%
Long-Term Incen(cid:2)ve
Compensa(cid:2)on

16.0%
Base Salary

45.7%
Long-Term Incen(cid:2)ve
Compensa(cid:2)on

23.5%
Base Salary

2022
CEO

2022
Other
NEOs

24.0%
Short-Term Incen(cid:2)ve
Compensa(cid:2)on

30.8%
Short-Term Incen(cid:2)ve
Compensa(cid:2)on

84.0%
Performance-based/
at risk

76.5%
Performance-based/
at risk

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We have determined that our stockholders should vote on a say-on-pay proposal each year. 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 2021 Annual Meeting of Stockholders, approximately 85% 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. As a result, consistent with the strong support we have received in recent say-on-pay
votes, the compensation of our Named Executive Officers was approved by our stockholders on an advisory
basis.

24

SETTING EXECUTIVE COMPENSATION

Base Salary

The Company provides the Named Executive Officers with base salaries 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 discussions between Mr. Baccile and the Compensation Committee, it was agreed that the mix of his
compensation would be adjusted to reflect a proportionately larger equity component. It was mutually agreed that
Mr. Baccile’s base salary for 2022 would be reduced to $800,000 along with a corresponding increase in the
at-risk portion of his overall compensation. The base salaries paid to the Named Executive Officers other than
our Chief Executive Officer were increased in 2022 to the following amounts: $500,000 (Mr. Yap); $360,000
(Mr. Musil); $415,000 (Mr. Schultz); and $300,000 (Ms. Matthews Rice). In 2021, Mr. Yap received a salary
increase from $437,000 to $485,000 and Mr. Schultz received a salary increase from $330,000 to $400,000.

Annual Performance-Based Bonuses

The Company provides its senior executives with annual incentive compensation based on individual

and company performance, which is paid entirely in cash.

2021 Employee Bonus Plan

For 2021, each Named Executive Officer participated in the incentive compensation plan generally
available to the Company’s employees (the “2021 Employee Bonus Plan”), which plan was recommended by the
Compensation Committee and adopted by the Board of Directors on February 25, 2021.

Under the 2021 Employee Bonus Plan, a “bonus pool” was funded based on the achievement by the
Company of certain identified thresholds in four performance categories. For 2021, 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 real
estate assets, real estate asset depreciation and amortization and impairment charges recorded on 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.

25

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 2021 Employee Bonus Plan than did performance in other categories. The weighting
factors were as follows:

Category

FFO(1) per share

SS NOI(2) growth

Fixed charge coverage ratio(3)

Discretionary objectives

Weighting Factor

50%

25%

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 the Company 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 18, 2022.

factor

(2) SS NOI is a non-GAAP financial measure that provides a measure of rental operations and that, as
in depreciation and amortization, general and
calculated by the Company, does not
administrative expense, interest expense, equity in income and loss from joint venture, income tax
benefit and expense and gains and losses on the sale of real estate. 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 above/
below market leases 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 recoveries 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 18, 2022.

(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 2021 Employee Bonus Plan, the Company
defined fixed charge coverage ratio in accordance with that certain Fourth Amended and Restated
Unsecured Revolving Credit Agreement, dated as of July 7, 2021, a copy of which was filed with our
Current Report on Form 8-K filed on July 13, 2021.

26

The Compensation Committee established performance targets relating to each performance category
for the 2021 Employee Bonus Plan. At target performance, the bonus pool is funded at the aggregate 75% level
of achievement. At maximum performance,
the aggregate 125% level of
the bonus pool
achievement. The Company’s 2021 performance in the identified performance categories resulted in the
following funding of the bonus pool associated with that performance category:

is funded at

Category
FFO per share

SS NOI growth

Fixed charge coverage ratio

Discretionary objectives

Performance Target
$1.90(1)

Actual Result
$2.03(1)

Actual Bonus Pool Funding%
125%

3.50%(2)

4.75x

N/A

4.94%(2)

4.95x

N/A

125%

125%

95%

Overall: 120.5%

(1) Amount excludes accruals for cash bonuses.
(2) The Compensation Committee calculates 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 the year-end population of our properties.

The Compensation Committee determined that the funding percentage for the bonus pool with respect
to the discretionary objectives should be 95% based on the Company’s overall performance in 2021. The
Compensation Committee authorized an aggregate bonus pool available under the 2021 Employee Bonus Plan up
to a 120.5% level of achievement for bonuses of all eligible employees, including the Named Executive Officers.
After the Compensation Committee determined the aggregate bonus pool available under the 2021 Employee
Bonus Plan, and the actual amounts for each of the Named Executive Officers, the Compensation Committee and
our Chief Executive Officer allocated the individual award recipients’ performance awards based on the
individual award recipients’ performance.

Bonuses for the Named Executive Officers at the 100% level of achievement for purposes of the 2021

Employee Bonus Plan were as follows:

Executive Officer

Peter E. Baccile
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
Jennifer E. Matthews Rice

Achievement of Cash Bonus
(% of Base Salary)
225%
200%
150%
200%
125%

The actual percentage of cash bonuses (the “Individual Cash Percentage”) awarded to the Named

Executive Officers were determined as described below.

For 2021, 85% of the annual bonus opportunity for the Named Executive Officers was based on overall
company performance, as measured by FFO per share (50% weighting), SS NOI growth (25% weighting), and
fixed charge coverage ratio (10% weighting). The remaining 15% of the annual bonus opportunity in 2021 for
the Named Executive Officers, other than Mr. Baccile, was determined by the Compensation Committee, after

27

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

Johannson L. Yap

Scott A. Musil

Individual Performance Objectives

Progress with respect
developments and overall performance of the West Region of the Company

to investments and divestitures, completing and leasing

Progress with respect to leverage and fixed charge coverage ratios, execution of the
Company’s equity offerings under its ATM offering program, line of credit and term
loan renewals and overall investor relations

Peter O. Schultz

Progress with respect to investments, completing and leasing developments and
overall performance of the East Region of the Company

Jennifer E. Matthews
Rice

Progress with the legal matters of the Company, including measures to reduce risk
and advance strategic objectives

Fifteen percent of Mr. Baccile’s annual bonus opportunity 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 2021 Employee Bonus Plan.

For 2021, certain of the Company’s executive officers (including each Named Executive Officer)
decided as a group, before the cash bonus payments to each executive officer were determined, to forego
approximately $312,000, or approximately 4.6%, of their earned cash bonus as a group in order to increase the
cash bonus pool available for distribution to employees of the Company who were not eligible to receive long-
term incentive program awards, resulting in an incremental cash bonus payout
to such employees of
approximately $2,500.

The cash bonus payments made in the first quarter of 2022 to each of our Named Executive Officers in
settlement of awards under the 2021 Employee Bonus Plan, together with the applicable Individual Cash
Percentage (which reflects the actual cash bonus as a percentage of the respective 100% level of bonus
achievement for each individual), are reflected in the following table:

Executive Officer

Peter E. Baccile
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
Jennifer E. Matthews Rice

Individual Cash
Percentage (%)

113%
118%
118%
118%
114%

Cash Bonus
Paid ($)

2,225,000
1,140,000
595,000
940,000
395,000

Long-Term Incentive Program Awards

Long-Term Incentive Program

The Company offers certain of its employees, including the Named Executive Officers, long-term
incentive program awards as part of their equity compensation, including awards that are subject to performance-
based vesting, and others that are subject to time-based vesting. Certain of these awards consist of long-term
equity that vests only if the Company achieves certain thresholds in comparison to our peers (the “Long-Term
Performance Awards”).

28

Long-Term Performance Awards are determined based on the anticipated dollar value of the award and
then issued, at the grantee’s option, in a number of performance-based RSUs (“Performance RSUs”) or performance-
based LP Units (such LP Units, “Performance LP Units”) corresponding to the appropriate dollar value.

Long-Term Performance Awards

The Compensation Committee authorizes grants of Long-Term Performance Awards under the 2014
Stock Plan to certain employees of the Company, including each Named Executive Officer. With respect to the
Long-Term Performance Awards granted in 2021, 43% of each such Long-Term Performance Award vests based
upon the relative total stockholder return of our Common Stock as compared to the total shareholder return of the
companies comprising the FTSE Nareit All Equity Index over the pre-established performance measurement
period (the “Nareit All Equity Units”), while 57% of each Long-Term Performance Award vests based upon the
relative total stockholder return of our Common Stock as compared to the total shareholder return of the
following companies (the “Long-Term Incentive Peer Group”), over
the pre-established performance
measurement period (the “LTI Peer Group Units”):

Prologis, Inc. (PLD)
Duke Realty Corporation (DRE)
Rexford Industrial Realty, Inc. (REXR)
EastGroup Properties, Inc. (EGP)
Industrial Logistics Properties Trust (ILPT)

PS Business Parks, Inc. (PSB)
STAG Industrial, Inc. (STAG)
Terreno Realty Corporation (TRNO)
Monmouth Real Estate Investment Corporation (MNR)

With respect to the Long-Term Performance Awards granted in 2022, 46% were Nareit All Equity

Units and 54% were LTI Peer Group Units.

The Nareit All Equity Units and the LTI Peer Group Units granted effective February 10, 2021 each

vest as follows:

Threshold
Target
Maximum

Percentile Rank

25th Percentile
55th Percentile
80th Percentile

Vesting Percentage

62.5%
100%
250%

The Nareit All Equity Units and the LTI Peer Group Units granted effective January 10, 2022 each vest

as follows:

Threshold
Target
Maximum

Percentile Rank

30th Percentile
50th Percentile
75th Percentile

Vesting Percentage

50%
100%
225%

The Long-Term Performance Awards granted effective February 10, 2021 are summarized in the table

below.

Executive Officer
Peter E. Baccile
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
Jennifer E. Matthews

Rice

Date of Grant
2/10/2021
2/10/2021
2/10/2021
2/10/2021
2/10/2021

Form of Award

Target
Units
Performance LP Units 28,495
Performance LP Units 15,027
Performance LP Units 8,876
Performance LP Units 8,708
5,271
Performance RSUs

Maximum
Units
71,238
37,567
22,189
21,770
13,178

Performance Period
1/1/2021 – 12/31/2023
1/1/2021 – 12/31/2023
1/1/2021 – 12/31/2023
1/1/2021 – 12/31/2023
1/1/2021 – 12/31/2023

29

The Long-Term Performance Awards granted effective January 10, 2022 are summarized in the table

below.

Executive Officer
Peter E. Baccile
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
Jennifer E. Matthews

Rice

Date of Grant
1/10/2022
1/10/2022
1/10/2022
1/10/2022
1/10/2022

Form of Award

Target
Units
Performance LP Units 28,454
Performance LP Units 11,382
Performance LP Units 6,639
Performance LP Units 7,114
Performance LP Units 3,889

Maximum
Units
71,134
28,454
16,598
17,784
9,722

Performance Period
1/1/2022 – 12/31/2024
1/1/2022 – 12/31/2024
1/1/2022 – 12/31/2024
1/1/2022 – 12/31/2024
1/1/2022 – 12/31/2024

If a Long-Term Performance Award is granted in the form of Performance RSUs, each Performance
RSU represents the right to receive, upon vesting, one share of Common Stock plus any dividends that accrue
with respect to such share after the issuance of the Performance RSUs and prior to the date of vesting.

If a Long-Term Performance Award is granted in the form of Performance LP Units, additional
Performance LP Units are conditionally awarded to represent anticipated dividends, and such additional
Performance LP Units are subject to the same restrictions as the underlying Performance LP Units and are
subject to forfeiture upon vesting to the extent of dividends actually received with respect to the applicable
Performance LP Units during the performance period. The number of Performance LP Units reflected as issued
to each Named Executive Officer in the table above is exclusive of such additional Performance LP Units
conditionally awarded to represent anticipated dividends. If applicable vesting conditions and any other
restrictions are not satisfied, recipients will forfeit
their Performance LP Units. During the applicable
performance period, each Performance LP Unit entitles the holder to receive dividends equal to one-tenth of any
dividends otherwise payable with respect to LP Units.

Upon the consummation of a change in control of the Company, each grantee of a Long-Term
Performance Award would become vested in a number of Long-Term Performance Awards based on the level of
achievement of the applicable performance targets through the date of the change in control. In the event of a
termination of a grantee’s employment due to death or disability, the grantee would become vested in a number
of Long-Term Performance Awards 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 retirement,
the grantee would retain the Long-Term Performance Awards, and such Long-Term Performance Awards would
vest at the end of the original performance period based on the level of achievement of the relevant performance
targets through the end of such performance period.

Long-Term Time-Based Awards

We also provide long-term equity to our executives on an annual basis that vests in equal annual
installments over a three-year period based on our executives’ continued service to the Company (the “Long-
Term Time-Based Awards”). Long-Term Time-Based Awards are determined based on the anticipated dollar
value of the award and then issued, at the grantee’s option, in a number of time-based RSUs (“Time-Based
RSUs”), which represent the right to receive an equivalent number of shares of Common Stock upon vesting, or
time-based LP Units (such LP Units, “Time-Based LP Units”) corresponding to the appropriate dollar value.

30

Effective February 10, 2021, the Compensation Committee authorized grants of Long-Term Time-
Based Awards under the 2014 Stock Plan to certain employees of the Company, including each Named
Executive Officer. These Long-Term Time-Based Awards are summarized in the table below:

Executive Officer

Peter E. Baccile

Johannson L. Yap

Scott A. Musil

Peter O. Schultz

Jennifer E. Matthews Rice

Date of Grant

Form of Award

Units Awarded

2/10/2021

2/10/2021

2/10/2021

2/10/2021

2/10/2021

Time-Based LP Units

Time-Based LP Units

Time-Based LP Units

Time-Based LP Units

Time-Based RSUs

12,213

6,441

3,804

3,732

2,259

Effective January 10, 2022, the Compensation Committee authorized grants of Long-Term Time-Based
Awards under the 2014 Stock Plan to certain employees of the Company, including each Named Executive
Officer. These Long-Term Time-Based Awards are summarized in the table below:

Executive Officer

Peter E. Baccile

Johannson L. Yap

Scott A. Musil

Peter O. Schultz

Jennifer E. Matthews Rice

Date of Grant

Form of Award

Units Awarded

1/10/2022

1/10/2022

1/10/2022

1/10/2022

1/10/2022

Time-Based LP Units

Time-Based LP Units

Time-Based LP Units

Time-Based LP Units

Time-Based LP Units

17,025

6,810

3,975

4,257

2,328

Upon the consummation of a change in control of the Company, each grantee of a Long-Term Time-
Based Award would become fully vested in any unvested portion of the award. In the event of a termination of a
grantee’s employment due to death, disability or retirement, the grantee would become fully vested in any
unvested portion of the award. If a Long-Term Time-Based Award is granted in the form of Time-Based RSUs,
prior to vesting the recipient will not be entitled to receive dividends declared with respect to our Common Stock
but, with respect to any cash dividends declared with respect to our Common Stock, will receive a cash payment
equivalent to the amount of such dividend per share of Common Stock multiplied by the unvested portion of the
Long-Term Time-Based Award. If a Long-Term Time-Based Award is granted in the form of Time-Based LP
Units, such Time-Based LP Units entitle the holder to receive dividends prior to vesting.

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 equity awards granted pursuant to the Company’s 2014
Stock Plan, specify events, including a change in control, that trigger the payment of cash and, as discussed
above, vesting in his equity awards.

Each of the other Named Executive Officers has an agreement with respect to each of their equity
awards granted pursuant to the Company’s 2014 Stock Plan that specify events, including a change in control,

31

that trigger the vesting of such awards. Additionally, each of the other Named Executive Officers is subject to a
change in control policy, which provides for specified severance if such person’s employment with the Company
is terminated without cause or by the employee for good reason, from four months prior to, until 18 months
following, a change in control of the Company. This change in control policy is described in greater detail on
page 40 under “Change in Control Policy.”

In addition to the foregoing, equity awards granted to our Named Executive Officers provide certain
continued rights if the termination of employment is due to retirement (as defined in the applicable equity
awards). See “Potential Payments Upon Termination or Change in Control” starting on page 39 for more
information on the payments triggered by such events.

The Company believes having such events as triggers for the payment of cash and/or accelerated equity
award vesting promotes stability and continuity of management. See “Potential Payments Upon Termination or
Change in Control” starting on page 39 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

Directors

Chief Executive Officer

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

General Counsel

Retainer/Base Salary
Multiple

5x

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 (for directors) or base salaries (for senior executive
officers) 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 Investors page 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 director or executive compensation plans. Notwithstanding the foregoing, the Stock Ownership
Guidelines include an exclusion for certain transfers for the purpose of purchasing a primary residence, funding
post-secondary education, charitable giving, or estate planning. If the director or senior executive officer
transfers an award to a family member for estate planning purposes, 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.

32

Hedging and Pledging Prohibition

The Company’s insider trading policy prohibits, among other things,

its directors, officers 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 places a
limit of $1 million on the amount of compensation that a public company may deduct in any year with respect to
certain covered executive officers. Although we consider the impact of Section 162(m), as well as other tax and
accounting consequences, when developing and implementing our executive compensation programs, we retain
flexibility to provide compensation that may not be deductible.

Clawback Policy

Pursuant to the Company’s Clawback Policy, in the event an employee of the Company commits
intentional or knowingly fraudulent or illegal conduct that causes damage to the Company, the Compensation
Committee is authorized to, subject to applicable law, cancel or reduce any outstanding equity compensation
awards, incentive compensation awards, or other benefits to which the employee is actually or contingently
entitled to, in an amount up to the damage to the Company. The Company may also take additional actions as it
deems necessary to remedy the misconduct and prevent its recurrence.

Additionally, the Company may recover, under certain circumstances, excess incentive payments or
grants received by the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer,
and any other officer required to provide the Company a backup certificate in connection with the Company’s
quarterly financial reports if: (i) there is a restatement of the Company’s financial statements for a fiscal year
taken into account in determining such officer’s incentive compensation (either short-tern or long term), other
than a restatement due to changes in accounting principles or applicable law, or it is determined that a metric
taken into account in computing such officer’s short-term or long-term incentive compensation has been
materially incorrectly calculated; and (ii) the Compensation Committee determines such officer has received an
“excess incentive” on account of such incorrect financial statements or inaccurate metrics. The applicable officer
must repay the excess incentive, which shall equal the difference between the incentive paid or granted to the
officer and the payment or grant that would have been made based on the correct financial results or correct
calculation of the applicable performance metric, within a reasonable time period as specified by the
Compensation Committee. The requirement
to repay any excess incentive shall apply only if the Audit
Committee has taken steps to consider restating the financials, or the Compensation Committee has taken steps to
recalculate the performance metric, prior to the end of the third year following the applicable performance year,
unless such restatement or recalculation is due to fraud or intentional misconduct by the officer, in which case
this time limitation shall not apply. Recoupment of any amounts pursuant to the Clawback Policy are limited to
only the after-tax portion of any such excess compensation after taking into account all available deductions with
respect to the recovery.

33

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, 2021.

Submitted by the Compensation Committee:

Denise A. Olsen, Committee Chair
Matthew S. Dominski
H. Patrick Hackett, Jr.

34

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 2021
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 2021.

Name and Principal Position

Peter E. Baccile

President and Chief Executive
Officer

Johannson L. Yap

Chief Investment Officer
and Executive Vice President –
West Region

Scott A. Musil

Chief Financial Officer

Peter O. Schultz

Executive Vice President –
East Region

Jennifer E. Matthews Rice

General Counsel and Secretary

Year

2021
2020
2019

2021
2020
2019

2021
2020
2019

2021
2020
2019

2021

Salary
($)

875,000
850,000
750,000

461,000
425,000
379,000

335,000
325,000
265,000

365,000
320,000
250,000

278,000

Stock
Awards
($)(1)(2)

2,113,787
4,417,536
1,765,627

1,114,718
1,786,488
851,613

658,393
965,019
525,618

645,953
933,846
450,667

391,010

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

All Other
Compensation
($)(4)

2,225,000
1,830,000
1,822,500

1,140,000
892,500
818,640

595,000
480,000
429,300

940,000
415,000
393,750

395,000

28,664
25,496
25,306

28,664
28,728
25,306

19,064
19,128
15,706

27,464
24,296
24,106

19,064

Total
($)

5,242,451
7,123,032
4,363,433

2,744,382
3,132,716
2,074,559

1,607,457
1,789,147
1,235,624

1,978,417
1,693,142
1,118,523

1,083,074

(1) 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, 2021 for a discussion of the assumptions used in valuing the 2021 awards.
Amounts reflected will only vest upon achievement of sufficient future performance and do not necessarily
reflect the amounts that will actually be realized under the respective awards.

(2) Amounts reflect: (a) awards of 12,213, 6,441, 3,804, and 3,732 of Time-Based LP Units granted to Messrs.
Baccile, Yap, Musil and Schultz, respectively, and 2,259 Time-based RSUs granted to Ms. Matthews Rice,
all granted in 2021 in connection with the 2020 Employee Bonus Plan, which are valued at $43.41 per unit
(the closing price of our Common Stock on the day of grant, February 10, 2021) under FASB ASC Topic
718; and (b) awards of 71,238, 37,567, 22,189, and 21,770 Performance LP Units granted to Messrs.
Baccile, Yap, Musil and Schultz, respectively, and 13,178 Performance RSUs granted to Ms. Matthews
Rice, all granted on February 10, 2021, which are valued at $22.23 per unit based on anticipated
performance at the time of grant, which is the probable outcome used to value these awards on the grant
date using a Monte Carlo simulation. These performance awards vest on December 31, 2023, and, at
anticipated performance, the grant date fair values are $1,583,621, $835,114, $493,261, $483,947 and
$292,947 for Messrs. Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively. At maximum
performance, the grant date fair values of these performance awards are $3,092,442, $1,630,783, $963,224,
$945,036 and $572,057 for Messrs. Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively,
based on a value of $43.41 per unit (the closing price of our Common Stock on the day of grant, February
10, 2021).

(3) Amounts for 2021 reflect cash awards paid in February 2022 under the 2021 Employee Bonus Plan. The
terms of awards under the 2021 Employee Bonus Plan are described in the Compensation

material
Discussion and Analysis under “2021 Employee Bonus Plan.”

(4) Amounts for 2021 include car allowances paid on behalf of Messrs. Baccile, Yap and Schultz and term life,
short-term and long-term disability insurance premiums and 401(k) matching contributions paid on behalf
of each Named Executive Officer.

35

CEO PAY RATIO

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC requires annual
disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of
the principal executive officer. Set forth below is the annual total compensation of our median employee, the
annual total compensation of Mr. Baccile, and the ratio of those two values:

• The 2021 annual total compensation of the median employee of the Company (other than our CEO) was

$120,575;

• The 2021 annual total compensation of our CEO, Mr. Baccile, was $5,242,451; and
•

For 2021, the ratio of the annual total compensation of Mr. Baccile to the median annual total compensation
of all our employees was 43 to 1.

Background

In 2021, we identified the median employee using all of our employees, exclusive of Mr. Baccile,
included in our payroll system as of December 31, 2021. Salaries and wages were annualized for those
employees that were not employed for the full year of 2021 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. Gross wages
for 2021 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 pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our
payroll and employment records and the methodology described above. Because the amount for Mr. Baccile was
calculated in accordance with SEC rules, it does not reflect the compensation he actually received in the year and
does not necessarily reflect future amounts that will actually be realized under his outstanding awards. The SEC
rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s
annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and
to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio
reported by other companies may not be comparable to the pay ratio reported above, as other companies may
have different employment and compensation practices and may utilize different methodologies, exclusions,
estimates and assumptions in calculating their own pay ratios.

36

2021 GRANTS OF PLAN-BASED AWARDS

Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards

Estimated Future Payouts
Under Equity Incentive
Plan Awards(4)

Name

Peter E. Baccile

Johannson L. Yap

Scott A. Musil

Peter O. Schultz

Jennifer E. Matthews

Rice

Grant
Date(1)

Threshold
($)

Target(2)
($)

Maximum(3)
($)

Threshold
(#)

Target
(#)

Maximum
(#)

2/10/2021
2/10/2021
2/10/2021

2/10/2021
2/10/2021
2/10/2021

2/10/2021
2/10/2021
2/10/2021

2/10/2021
2/10/2021
2/10/2021

2/10/2021
2/10/2021
2/10/2021

—
—
—

—
—
—

—
—
—

—
—
—

—
—
—

—
—
1,478,750

—
—
2,460,938

17,810
—
—

—
—
655,500

—
—
376,875

—
—
371,250

—
—
260,625

—
—
1,092,500

—
—
628,125

—
—
618,750

—
—
434,375

9,392
—
—

5,547
—
—

5,443
—
—

3,295
—
—

28,495
—
—

15,027
—
—

8,876
—
—

8,708
—
—

5,271
—
—

71,238
—
—

37,567
—
—

22,189
—
—

21,770
—
—

13,178
—
—

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

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

—
12,213
—

1,583,621
530,166
—

—
6,441
—

—
3,804
—

—
3,732
—

—
2,259
—

835,114
279,604
—

493,261
165,132
—

483,947
162,006
—

292,947
98,063
—

(1) Reflects the date such awards were made effective and parameters for the 2021 Employee Bonus Plan were

approved by the Compensation Committee or the Board of Directors, as applicable.
(2) Amounts reflect a 75% level of achievement under the 2021 Employee Bonus Plan.
(3) Amounts reflect a 125% level of achievement under the 2021 Employee Bonus Plan.
(4) Reflects Performance LP Units or Performance RSUs 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 such Performance LP Units or Performance
RSUs, if any, would not be earned until the end of the applicable performance period.

(5) Amounts reflect Time-Based LP Units or Time-Based RSUs granted in 2021 for service in 2020 under the
2020 Employee Bonus Plan. Such Time-Based LP Units or Time-Based RSUs 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 2021 and do not necessarily reflect the amounts
that will actually be realized with respect to the equity-based awards.

37

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2021

Number of Shares
or Units of Stock
That Have
Not Vested
(#)
60,693(3)
25,846(4)
13,885(5)
12,771(6)
4,289(7)

Market Value
of Shares or
Units of
Stock
That Have
Not Vested
($)(1)
4,017,877
1,711,005
919,187
845,440
283,932

Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
(#)(2)
96,413
50,352
30,030
29,912
18,149

Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
($)(1)
6,382,541
3,333,302
1,987,986
1,980,174
1,201,464

Name
Peter E. Baccile
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
Jennifer E. Mathews Rice

(1) These amounts are based upon the closing price of our Common Stock on December 31, 2021 ($66.20), the

last trading day of the year.

(2) Amounts reflect unvested Performance LP Units or Performance RSUs granted in 2020 and 2021 and
dividend equivalents accrued through December 31, 2021 with respect to such Performance LP Units. The
vesting and other material terms of the awards are described in the Compensation Discussion and Analysis
under “Long-Term Incentive Plan.” The number of unvested Performance LP Units or Performance RSUs
and related accrued dividend equivalents granted in 2020 and 2021 for all Named Executive Officers is
calculated by taking the maximum number of Performance LP Units or Performance RSUs multiplied times
65.74%, which is the weighted average percentage under the assumption of maximum achievement of the
Nareit All Equity Index Units and target achievement of the Peer Group Units based on these performances
for both grants through December 31, 2021. 48,894, 25,293, 15,229, 15,390 and 9,344 of Performance LP
Units or Performance RSUs on December 31, 2022 and 47,519, 25,059, 14,801, 14,522 and 8,805 of
Performance LP Units or Performance RSUs vest on December 31, 2023, subject to satisfaction of
performance criteria for Messrs. Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively.
(3) Of the Time-Based LP Units reported here, 36,029 vest in January 2022, 20,593 vest in January 2023 and

4,071 vest in January 2024.

(4) Of the Time-Based LP Units reported here, 15,031 vest in January 2022, 8,668 vest in January 2023 and

2,147 vest in January 2024.

(5) Of the Time-Based LP Units reported here, 7,872 vest in January 2022, 4,745 vest in January 2023 and

1,268 vest in January 2024.

(6) Of the Time-Based LP Units reported here, 6,955 vest in January 2022, 4,572 vest in January 2023 and

1,244 vest in January 2024.

(7) Of the Time-Based RSUs reported here, 1,768 vest in January 2022, 1,768 vest in January 2023 and 753

vest in January 2024.

38

2021 OPTION EXERCISES AND STOCK VESTED

The following table sets forth the aggregate number of time-based LP Units, time-based restricted
shares, Time-Based RSUs and Performance LP Units (inclusive of accrued dividend equivalents related thereto)
that vested in 2021. As of December 31, 2021, the Company had no outstanding options to acquire Common
Stock.

Name
Peter E. Baccile
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
Jennifer E. Matthews Rice

Number of Shares
Acquired on
Vesting
(#)(1)
84,010
41,150
29,075
27,772
8,264

Value Realized
on Vesting
($)
4,308,095
2,227,607
1,670,176
1,608,035
337,502

(1) The number of shares reported were acquired as a result of: (a) the vesting of Time-Based RSUs and Time-
Based LP Units on January 1, 2021 (consisting of 17,465, 6,695, 3,435, 3,377 and 8,264 shares for Messrs.
Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively and 31,958, 12,884, 6,604 and 5,711
LP Units for Messrs. Baccile, Yap, Musil and Schultz, respectively), the value of which is based on the
closing price of our Common Stock on January 4, 2021 ($40.84), the first trading day following the date of
vesting of such awards; and (b) the vesting of Performance LP Units granted in 2019 and related accrued
dividend equivalents on December 31, 2021 (consisting of 17,990 Performance LP Units for each Named
Executive Officer except Ms. Matthews Rice) and the vesting of Performance LP Units and related
conditional LP Units, granted on January 1, 2020 with a two-year performance period based at an
achievement of 65.16% (consisting of 16,597, 3,581, 1,046 and 694 LP Units for Messrs. Baccile, Yap,
Musil and Schultz, respectively), the value of both which is based on the closing price of our Common
Stock on December 31, 2021 ($66.20). The value realized on vesting is before payment of any applicable
withholding tax.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Employment Agreement with Mr. Baccile

In February 2020, the Company entered into an employment agreement with Mr. Baccile, which
replaced his prior employment agreement and provides for a term of employment through December 31, 2024.
Mr. Baccile’s employment agreement provides for a minimum annual base salary of $850,000. His annual base
salary is subject to annual review by the Compensation Committee and may be increased at the discretion of the
Compensation Committee. In discussions between Mr. Baccile and the Compensation Committee it was agreed
that the mix of his compensation would be adjusted to reflect a proportionately larger equity component. It was
mutually agreed that Mr. Baccile’s base salary for 2022 would be reduced to $800,000 along with a
corresponding increase in the at-risk portion of his overall compensation. The performance-based or at-risk
percentage increased from 78.8% in 2020 to 84.0% in 2022. 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. In 2021, Mr. Baccile’s
target annual cash bonus was 169% of his annual base salary, with a maximum annual cash bonus which is the
product of 225% of his annual base salary multiplied by the percentage established by the Compensation
Committee based on the achievement of the Company’s performance goals, and in 2022, his target annual cash

39

bonus is 150% of his annual base salary, with a maximum annual cash bonus which is the product of 200% of his
annual base salary multiplied by a percentage based on the achievement of the Company’s performance goals.
Mr. Baccile is entitled to participate in all long-term cash and equity incentive plans generally available to the
senior executives of the Company. Beginning in 2021, Mr. Baccile receives a minimum annual equity award with
an aggregate value of no less than $1,715,625. 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.

Mr. Baccile’s employment agreement 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 in control. Under his employment agreement, upon a termination without
cause or because of his death or disability, or upon his resignation for good reason, Mr. Baccile is entitled to:
(i) his base salary and vacation pay accrued through the date of termination; (ii) his accrued bonus for the fiscal
year prior to the year of termination, to the extent not paid; (iii) his unreimbursed business expenses incurred
through the date of termination; and (iv) any other benefits he may be eligible for under the Company’s plans,
policies or practices. In addition, in connection with such events he is entitled to a severance payment equal to
200% (300% if in connection with a change in control) of the sum of his annual base salary in effect on the
termination date plus his average annual bonus during the immediately preceding two full fiscal years. The
severance payment is payable in twenty-four installments in accordance with the Company’s regular payroll
practices (lump sum if payable in connection with a change in control). Mr. Baccile is also entitled to a prorated
annual bonus for the year of termination and two years of healthcare continuation coverage under COBRA at
active employee rates. All such severance payments are conditioned upon his execution of a release of claims. In
addition, Mr. Baccile will continue to vest in his time-based and performance-based equity awards following any
such termination, provided that he complies with certain restrictive covenants. In the “Termination and Change
of Control Payments” table below, we have included calculations of the payments provided for in the identified
circumstances of termination and change of control under Mr. Baccile’s employment agreement.

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 his employment 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. If the employment agreement expires at the end of its term, or if
he retires on or after December 31, 2024, Mr. Baccile will continue to vest in his time-based and performance-
based equity awards following his termination, provided that he complies with certain restrictive covenants.

Mr. Baccile’s employment agreement also contains important non-financial provisions that apply in the
event of a termination of employment or a change in control. Mr. Baccile is subject to covenants not to compete,
solicit customers or solicit Company employees for a period of two years following his termination of
employment. His employment agreement does not provide for a gross-up payment in the event of any excise tax
obligation.

Change in Control Policy

The Company has adopted a change in control policy applicable to certain executive officers (the
“Change in Control Policy”), which provides for specified severance payable to select executive officers,
including the Named Executive Officers, other than the Company’s Chief Executive Officer, if such person’s
employment with the Company is terminated without cause or by the employee for good reason during the period
beginning four months prior to, and ending 18 months following, a change in control of the Company.

40

If a Named Executive Officer is eligible for the severance described above and executes a release in the
form specified by the Change in Control Policy, such benefits, contingent upon execution of a release, would
include: (i) within 45 days from the date of termination, a lump sum cash payment equal to 200% of the sum of
(A) the Named Executive Officer’s highest annual rate of base salary over the last 12 months and (B) the average
annual bonus paid to the Named Executive Officer for the immediately preceding two fiscal years prior to the
year in which the termination occurs (“Bonus Amount”); (ii) a cash payment equal to the greater of the Named
Executive Officer’s target annual bonus or the Bonus Amount pro-rated based on the number of days the Named
Executive Officer was employed by the Company during the fiscal year in which the date of termination occurred
(less the amount of the annual bonus previously paid to the Named Executive Officer for such fiscal year, if any);
and (iii) for 12 months following the date of termination, group medical, life and disability coverage for the
the time of
Named Executive Officer and his or her eligible dependents, under the terms prevailing at
termination, and at the cost paid by similarly situated executives, or if continuation of such coverage is not
possible, a cash payment in an amount, on an after-tax basis and paid quarterly, equal to the Company’s cost of
providing such benefits.

Eligibility for benefits under the Change in Control Policy are conditioned upon compliance with
non-compete, non-solicitation, non-disparagement and non-disclosure provisions for a period of one year,
depending on the Named Executive Officer, following termination of employment, except as may be otherwise
agreed by the Company.

Stock Incentive Plans

Under the 2014 Stock Plan, restricted stock unit awards vest in the event of a change in control. In
addition, such Stock Plan empowers the Compensation Committee to determine other vesting events in the
individual restricted stock unit 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, death, or retirement. Assuming that the
triggering event occurred on December 31, 2021, each Named Executive Officer would have vested in restricted
stock unit awards having the respective values set forth in the table under “Termination and Change in Control
Payments” below.

With respect

to the Long-Term Performance Awards granted effective January 1, 2020 and
February 10, 2021, upon the consummation of a change in control of the Company, each grantee would become
vested in a number of Long-Term Performance Awards based on the level of achievement of the applicable
performance targets through the date of the change in control. In the event of a termination of a grantee’s
employment due to death or disability, the grantee would become vested in a number of Long-Term Performance
Awards 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 retirement, the grantee would retain the
Long-Term Performance Awards granted effective January 1, 2020 and February 10, 2021 and such Long-Term
the end of the original performance period, based on the level of
Performance Awards would vest, at
achievement of the relevant performance targets through the end of such performance period.

With respect to Long-Term Time-Based Awards granted effective January 1, 2020 and February 10,
2021, upon the consummation of a change in control of the Company, each grantee of a Long-Term Time-Based
Award would become fully vested in any unvested portion of the award. In the event of a termination of a
grantee’s employment due to death, disability or retirement, the grantee would become fully vested in any
unvested portion of the award.

41

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.

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 2014 Stock Plan, Mr. Baccile’s employment agreement, and the Change in
Control Policy 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, 2021.

Name
Peter E. Baccile

Johannson L. Yap

Scott A. Musil

Peter O. Schultz

Jennifer E. Matthews

Rice

Triggering
Event

Change of Control(3)
Termination following Change in Control(4)
Termination without Cause
Death or Disability(5)
Change of Control(3)
Termination following Change in Control(6)
Termination without Cause
Death or Disability(5)
Change of Control(3)
Termination following Change in Control(6)
Termination without Cause
Death or Disability(5)
Change of Control(3)
Termination following Change in Control(6)
Termination without Cause
Death or Disability(5)

Severance
($)

Accelerated
Equity
Awards
($)(1)

Medical
Insurance
Premiums
($)(2)

10,932,500
8,030,000

— 10,210,131

— 10,210,131
— 4,944,242

—
— 57,146
— 57,146
—
—
— 28,573
4,142,500
—
—
—
—
— 4,944,242
—
— 2,847,940
— 28,573
2,340,000
—
—
—
—
— 2,847,940
—
— 2,767,154
— 20,940
3,095,000
—
—
—
—
— 2,767,154

Change of Control(3)
Termination following Change in Control(6)
Termination without Cause
Death or Disability(5)

— 1,449,959

—
— 28,573
1,691,000
—
—
—
—
— 1,449,959

(1) For purposes of estimating the value of awards that vest, the Company has assumed a price per share of
$66.20, which was the closing price of our Common Stock on December 31, 2021, the last trading day of
the year.

(2) Pursuant to Mr. Baccile’s employment agreement, Mr. Baccile’s amount reflects 24 months of continued
family coverage, and, pursuant to the Change in Control Policy with respect to Messrs. Yap, Musil and
Schultz and Ms. Matthews Rice, the amounts for each other Named Executive Officer reflect 12 months of
the current coverage for the applicable Named Executive Officer.

42

(3) Upon a change of control of the Company, the vesting of Time-Based LP Units and Time-Based RSUs held
by the officer will accelerate, and Performance LP Units and Performance RSUs 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 Performance LP Units and Performance RSUs awarded in 2020 and
2021 are based on the actual level of achievement of the applicable performance targets of 65.16% and
62.36%, respectively, and include accrued dividend equivalents through December 31, 2021.

(4) Includes resignation for good reason under the terms of Mr. Baccile’s new employment agreement. Actual
payments to Mr. Baccile may be less in value as a result of the Code Section 280G cutback provision
contained in such employment agreement.

(5) Upon a termination due to death or disability, the Named Executive Officers are entitled to accelerated
vesting of Time-Based LP Units, Time-Based RSUs, unvested Performance LP Units and Performance
RSUs granted in 2020 and 2021 based on the attainment of performance metrics through the date of death or
disability. Through December 31, 2021, the Company achieved 65.16% and 62.36% of the performance
metrics related to such awards granted in 2020 and 2021, respectively.

(6) Messrs. Yap, Musil and Schultz and Ms. Matthews Rice are eligible for severance benefits following a
qualifying termination in connection with a change in control of the Company under the Change in Control
Policy. Actual payments to the applicable Named Executive Officers may be less in value as a result of the
Code Section 280G cutback provision contained in such Change in Control Policy.

EQUITY COMPENSATION PLANS

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

December 31, 2021.

Plan Category
Equity Compensation Plans Approved by Security Holders
Equity Compensation Plans Not Approved by Security Holders

Total

Number of
Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
928,673
—

928,673

Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights

$

$

—
—

—

Number of
Securities
Remaining
Available
for Further
Issuance
Under Equity
Compensation
Plans
2,827,215
—

2,827,215

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2021, Mr. Dominski, Mr. Hackett Ms. Olsen and, prior to his retirement, Mr. Peter Sharpe,
served on the Compensation Committee. Except for Mr. Dominski’s, Mr. Hackett’s, Ms. Olsen’s and
Mr. Sharpe’s services as directors, none of Mr. Dominski, Mr. Hackett, Ms. Olsen or Mr. Sharpe had any other
business relationship or affiliation with the Company in 2021 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.

43

REPORT OF THE AUDIT COMMITTEE

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, 2021.

the Audit Committee

independence,

concerning

and

Submitted by the Audit Committee:

H. Patrick Hackett, Jr., Committee Chair
Teresa Bryce Bazemore
Denise A. Olsen
John E. Rau

44

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

all Named Executive Officers identified in the Summary Compensation Table;

all named directors and nominees 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, directors and nominees of the Company and filings received by the Company on
Schedule 13G under the Exchange Act. As of the Record Date, there were 131,781,172 shares of Common Stock
and 34,068,337 Units outstanding.

Names and Addresses of 5% Stockholders
The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355

BlackRock, Inc.(2)

55 East 52nd Street
New York, NY 10055

Principal Real Estate Investors, LLC(3)

801 Grand Avenue
Des Moines, IA 50392

Names and Addresses of Directors, Officers and Nominees*

Peter E. Baccile(4)
Teresa Bryce Bazemore(5)
Matthew S. Dominski(6)
H. Patrick Hackett, Jr.(6)
Denise A. Olsen(6)
John E. Rau(7)
Marcus L. Smith(8)
Scott A. Musil(9)
Johannson L. Yap(10)
Peter O. Schultz (11)
Jennifer E. Matthews Rice(12)
All named directors, executive officers and nominees as a group (11 persons)(13)

45

Common Stock/Units
Beneficially Owned

Number
18,864,330

Percent of
Class
14.48%

15,557,041

11.90%

8,010,462

6.15%

218,015
3,416
37,266
43,039
7,629
24,497
1,727
137,705
281,965
139,779
18,063
913,101

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

* The business address for each of the directors and Executive Officers of the Company is One North Wacker

Drive, Suite 4200, Chicago, Illinois 60606.

** Less than 1%
(1) Pursuant to a Schedule 13G filed February 10, 2022 of The Vanguard Group (“Vanguard Group”). Of the
shares reported, Vanguard Group has the sole power to vote 0 shares, the shared power to vote 189,635
shares, the sole power to dispose of 18,561,364 shares and the shared power to dispose of 302,966 shares.
(2) Pursuant to a Schedule 13G/A filed January 27, 2022 of BlackRock, Inc. (“Blackrock”). Blackrock has the

sole power to vote 14,224,226 shares and sole power to dispose of all 15,557,041 shares.

(3) Pursuant to a Schedule 13G filed February 15, 2022 of Principal Real Estate Investors, LLC (“Principal”).
Principal has the sole power to vote 0 shares, the shared power to vote all 8,010,462 shares, the sole power
to dispose of 0 shares and the shared power to dispose of all 8,010,462 shares.

(4) Includes 41,689 Time-Based LP Units and 122,779 LP Units, in each case issued under the 2014 Stock Plan.
(5) Includes 1,449 Time-Based LP Units and 1,967 LP Units, in each case issued under the 2014 Stock Plan.
(6) Includes 1,449 Time-Based LP Units and 4,013 LP Units, in each case issued under the 2014 Stock Plan.
(7) Includes 1,449 Time-Based RSUs issued under the 2014 Stock Plan.
(8) Includes 1,727 Time-Based RSUs issued under the 2014 Stock Plan.
(9) Includes 325 shares of Common Stock held beneficially as UTMA custodian for his child. Also includes

9,988 Time-Based LP Units and 36,939 LP Units, in each case issued under the 2014 Stock Plan.

(10) Includes 1,680 Units and 4,660 shares of Common Stock held beneficially as UGMA custodian for his
minor grandchildren. Also includes 17,625 Time-Based LP Units and 56,878 LP Units, in each case issued
under the 2014 Stock Plan.

(11) Includes 10,073 Time-Based LP Units and 33,932 LP Units, in each case issued under the 2014 Stock Plan.
(12) Includes 2,328 Time-Based LP Units and 2,521 Time-Based RSUs, in each case issued under the 2014

Stock Plan.

(13) Includes 4,985 shares of common stock held beneficially as custodians and 1,680 LP Units. Also includes
5,697 Time-Based RSUs, 87,499 Time-Based LP Units and 264,534 LP Units, in each case issued under the
2014 Stock Plan.

46

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 those under
“Compensation Discussion and Analysis,” 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 2022 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.

47

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
2021, 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 2022 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 2021 and 2020, the aggregate fees for services provided by PricewaterhouseCoopers LLP in the

following categories and amounts are:

Audit Fees(1)

Audit-Related Fees(2)

Tax Fees

All Other Fees(3)

Total Fees

2021

2020

$

1,103,585

$

1,079,000

43,775

—

2,943

94,000

—

2,943

$

1,150,303

$

1,175,943

(1) Audit Fees consisted primarily of fees for audits of our annual financial statements, the reviews of our
quarterly financial statements and other services that are normally provided by the auditor in connection
with statutory and regulatory filings. For 2021 and 2020, this includes $90,000 and $66,500, respectively,
for comfort letter procedures and auditor consents.

(2) Audit-Related Fees consisted of fees related to joint venture audits.
(3) All Other Fees include amounts related to software licensing fees for technical research tools.

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

48

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 2022.

49

SOLICITATION OF PROXIES

OTHER MATTERS

The cost of solicitation of proxies for the virtual Annual Meeting 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 $9,500, plus

reasonable out of pocket expenses.

STOCKHOLDER PROPOSALS

Under applicable SEC rules, stockholder proposals intended to be presented at the 2023 Annual
Meeting of Stockholders must be received by the Secretary of the Company no later than December 1, 2022 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 2023 Annual Meeting of Stockholders must be received by the Secretary of the
Company no later than December 1, 2022, and no earlier than November 1, 2022, 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 B to this Proxy Statement is the Company’s 2021 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 B 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.

AVAILABILITY OF PROXY MATERIALS

This Proxy Statement, Notice of Annual Meeting, Proxy Card and the Company’s 2021 Annual Report
the Investors page on the Company’s website, at

are available on the “Proxy Statement” tab of
www.firstindustrial.com.

OTHER BUSINESS

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 YOUR PROXY AUTHORIZATION BY
INTERNET, BY TELEPHONE OR BY MAIL AS SOON AS POSSIBLE.

50

APPENDIX A

2022 ANNUAL MEETING OF STOCKHOLDERS
RESERVATION REQUEST FORM

If you wish to view First Industrial Realty Trust, Inc.’s 2022 Annual Meeting of Stockholders webcast at its
offices located at One North Wacker Drive, Suite 4200, Chicago, IL 60606, please complete the following
information and return to Arthur Harmon by mail at First Industrial Realty Trust, Inc., One North Wacker Drive,
Suite 4200, Chicago, IL 60606 or by e-mail at aharmon@firstindustrial.com. Please note that members of
management or of the Board of Directors may not be present at the Company’s offices.

Your name and address:

Your telephone number:

Number of Shares of
Common Stock You Hold:

If the shares listed above are not registered in your name, please identify the name of the registered stockholder
below and include evidence that you beneficially own the shares.

Registered Stockholder:

(Name of Your Bank, Broker or Other Nominee)

A-1

[THIS PAGE INTENTIONALLY LEFT BLANK]

APPENDIX B

2021 ANNUAL REPORT

EXPLANATORY NOTE

This 2021 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 a general partner, First Industrial, L.P., a Delaware limited partnership (the “Operating
Partnership”).

At December 31, 2021, the Company owned an approximate 97.8% common general partnership interest in
the Operating Partnership. The remaining approximate 2.2% 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 operations of both the Company and the
Operating Partnership in this 2021 Annual Report. To help you understand the differences between the Company
and the Operating Partnership, this 2021 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, 2021 filed with the Securities and
Exchange Commission on February 18, 2022, a copy of which may be obtained by following the procedures set
forth on page B-105 of this 2021 Annual Report.

Unless stated otherwise in this 2021 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.

B-1

FORWARD-LOOKING STATEMENTS

This report may contain forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). We intend for such
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;

• our ability to retain 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;

• our ability to identify, acquire, develop and/or manage properties on favorable terms;

• our ability to dispose of properties on favorable terms;

• 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;

• the uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear

of such events, such as the recent outbreak of COVID-19;

• potential natural disasters and other potentially catastrophic events such as acts of war and/or terrorism;

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

• risks associated with our investments in joint ventures, including our lack of sole decision-making

authority; and

B-2

FORWARD-LOOKING STATEMENTS

• other risks and uncertainties described in “Risk Factors” and elsewhere in this 2021 Annual 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 2021 Annual Report. We assume no obligation to update or supplement
forward-looking statements.

B-3

BUSINESS DISCLOSURE

Background

First Industrial Realty Trust, Inc. 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”). As of December 31, 2021, our in-service portfolio consisted of 404
industrial properties, containing an aggregate of approximately 60.7 million square feet of gross leasable area
(“GLA”) located in 19 states.

We began operations on July 1, 1994. The Company’s operations are conducted primarily through the
Operating Partnership, a Delaware limited partnership formed on November 23, 1993 of which the Company is
the sole general partner (the “General Partner”), with an approximate 97.8% ownership interest (“General Partner
Units”) at December 31, 2021. The Operating Partnership also conducts operations through the Other Real Estate
Partnerships, numerous limited liability companies (“LLCs”) and certain taxable REIT subsidiaries (“TRSs”), the
operating data of which, together with that of the Operating Partnership, is consolidated with that of the
Company as presented herein and in the Company’s Annual Report on 10-K for the fiscal year ended
December 31, 2021. 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 2.2% at December 31, 2021,
represents the aggregate partnership interest held by the limited partners thereof (“Limited Partner Units” and
together with the General Partner Units, the “Units”).

We also own equity interests in, and provide various services to joint ventures (the “Joint Ventures”),
through a wholly-owned TRS of the Operating Partnership. The Joint Ventures are accounted for under the
equity method of accounting. The operating data of the Joint Ventures is not consolidated with that of the
Company or the Operating Partnership as presented herein. One of the Joint Ventures sold its remaining acres of
land and ceased operations during the year ended December 31, 2021.

Business Objectives and Growth Plans

Our fundamental business objective is to maximize the total return to the Company’s stockholders and the
Operating Partnership’s partners by increasing our cash flow and property values. Our long-term business growth
plans include the following elements:

• Internal Growth. We seek to grow internally by (i) increasing revenues by renewing or re-leasing spaces
subject to expiring leases at higher rental levels; (ii) contractual rent escalations on our long-term leases;
(iii) increasing occupancy levels at properties where vacancies exist and maintaining occupancy
elsewhere; (iv) controlling and minimizing property operating expenses, general and administrative
expenses and releasing costs; and (v) renovating existing properties.

• External Growth. We seek to grow externally through (i) the development of best-in-class industrial
properties; (ii) the acquisition of portfolios of industrial properties or individual properties which meet
our investment parameters within our 15 target markets; (iii) the expansion of our properties; and
(iv) possible additional joint venture investments.

• Portfolio Enhancement. We continually seek to upgrade our overall portfolio via new investments as well
as through the sale of select assets that we believe do not exhibit favorable characteristics for long-term
cash flow growth. We target new investments in 15 target markets where land is more scarce and which
exhibit desirable long-term growth characteristics. We seek to refine our portfolio over the coming years
by focusing on bulk and regional warehouses properties and downsizing our percentage of light industrial
and R&D/flex buildings.

B-4

BUSINESS DISCLOSURE

Our ability to pursue our long-term growth plans is affected by market conditions and our financial condition
and operating capabilities. See “Summary of 2021” within the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” section of this 2021 Annual Report, starting on page B-8.

Business Strategies

We utilize the following strategies in connection with the operation of our business:

• Organizational Strategy. We implement a decentralized property operations strategy through the
deployment of experienced regional management
teams and local property managers. We provide
acquisition, development and financing assistance, asset management oversight and financial reporting
functions from our headquarters in Chicago, Illinois to support our regional operations. We believe the
size of our portfolio enables us to realize operating efficiencies by spreading overhead among many
properties and by negotiating purchasing discounts.

• Market Strategy. Our market strategy is to concentrate on 15 industrial real estate markets in the United
States. These markets have one or more of the following characteristics: (i) favorable industrial real estate
fundamentals, including improving industrial demand and constrained supply that can lead to long-term
rent growth; (ii) favorable economic and business environments that should benefit from increases in
distribution activity driven by growth in global trade and local consumption; (iii) population growth as it
generally drives industrial demand; (iv) natural barriers to entry and scarcity of land which are key
elements in delivering future rent growth; and (v) sufficient size to provide ample opportunity for growth
through incremental investments as well as offer asset liquidity.

• Leasing and Marketing Strategy. We have an operational management strategy designed to enhance
tenant satisfaction and portfolio performance. We pursue an active leasing strategy, which includes
broadly marketing available space, seeking to renew existing leases at higher rents per square foot while
minimizing re-leasing costs and seeking leases which provide for the pass-through of property-related
expenses to the tenant. We also have local and national marketing programs which focus on the business
and real estate brokerage communities and multi-national tenants.

• Acquisition/Development Strategy. Our investment strategy is primarily focused on developing and
acquiring industrial properties in 15 key logistics markets with a coastal orientation in the United States
through the deployment of experienced regional management teams. When evaluating potential industrial
property acquisitions and developments, we consider such factors as: (i) the geographic area and type of
property; (ii) the location, construction quality, functionality, condition and design of the property;
(iii) the terms of tenant leases, including the potential for rent increases; (iv) the potential for economic
growth and the general business, tax and regulatory environment of the area in which the property is
located; (v) the occupancy and demand by tenants for properties of a similar type in the vicinity;
(vi) competition from existing properties and the potential for the construction of new properties in the
area; (vii) the potential for capital appreciation of the property; (viii) the ability to improve the property’s
performance through renovation; and (ix) the potential for expansion of the physical layout of the
property and/or the number of sites.

• Disposition Strategy. We continually evaluate local market conditions and property-related factors in all
of our markets for purposes of identifying assets suitable for disposition. We look to sell lower rent
growth assets and redeploy the capital into higher rent growth assets in key logistics markets. We also
seek to shrink our holdings of light industrial and R&D/flex assets over time.

• Financing Strategy. To finance acquisitions, developments and debt maturities, as market conditions
permit, we may utilize a portion of proceeds from property sales, unsecured debt offerings, term loans,
mortgage financings and line of credit borrowings under our $750.0 million unsecured revolving credit
agreement (the “Unsecured Credit Facility”), and proceeds from the issuance, when and as warranted, of

B-5

BUSINESS DISCLOSURE

additional equity securities. We also continually evaluate joint venture arrangements as another source of
capital to finance acquisitions and developments. As of February 17, 2022, we had approximately
$570.3 million available for additional borrowings under the Unsecured Credit Facility.

Competition

In connection with the acquisition of industrial properties and land for development, we compete with other
public industrial property sector REITs, income-oriented non-traded REITs, private real estate funds and other
real estate investors and developers, some of which have greater financial resources than we do or other
competitive advantages relative to us. Such competition may result in an increase in the amount we must pay to
acquire a property or may require us to forgo an investment in a property that would otherwise meet our
investment criteria. We also face significant competition in leasing available properties to prospective tenants
and in re-leasing space to existing tenants. As a result, we may have to provide rent concessions, incur expenses
for tenant improvements or offer other inducements to enable us to timely lease vacant space, all of which may
have an adverse impact on our results of operations.

Government Regulation

We are subject to laws and regulations of the United States and the states and local municipalities in which
we operate, including laws and regulations relating to environmental protection and human health and safety.
Compliance with these laws and regulations has not had, and is not expected to have, a material effect on our
capital expenditures, results of operations and competitive position as compared to prior periods.

Environmental, Social and Corporate Governance (“ESG”)

We are focused on building and maintaining a socially responsible and sustainable business that succeeds by
delivering long-term value for our stockholders. We continuously look for new and better ways to minimize our
environmental impact as well as that of our tenants. We have an established committee (the “Corporate
Responsibility Committee”) consisting of members of our team across a range of functions responsible for
advising senior management, Audit Committee and our Board of Directors on various matters related to
sustainability, social responsibility and other non-financial
issues that are of significance to us and our
stockholders.

Because we primarily net lease the properties in our portfolio to our tenants whereby each tenant is
ultimately responsible for maintaining the leased property, one of our key corporate responsibility priorities is to
engage with and encourage our tenants to implement environmentally sustainable practices, such as the use of
energy and water efficient fixtures and recycling programs. Additionally, as we add properties to our portfolio or
enhance existing facilities, environmental sustainability is a key consideration of our efforts to improve or
develop such properties. We have obtained LEED certification for certain recent development projects and are
also pursuing LEED certification for the vast majority of our new development projects through a LEED volume
program. We extend the same commitment
to environmental excellence to our own offices, promoting
sustainable practices and energy efficiency that can both reduce environmental impact and achieve lower
operating costs. Our headquarters office in Chicago is an energy-efficient LEED-certified building.

Social responsibility and engagement is an integral part of our business, as we are committed to developing
and maintaining strong relationships with our customers, business partners, investors, and the communities in
which we operate and invest. In addition, we aim to provide a positive work environment for our employees by
offering competitive compensation, quality benefit offerings including health and wellness and retirement plans
and financial education, and career training and growth opportunities.

B-6

BUSINESS DISCLOSURE

Our governance efforts are led by our Board of Directors, which is elected by our stockholders to oversee
their interest in the long-term financial strength and overall success of the Company, exercising its members’
business judgment using their collective experience, knowledge and skills. Directors must fulfill
their
responsibilities as members of the Board of Directors consistent with their fiduciary duty to our stockholders, in
compliance with all applicable laws and regulations and our Code of Business Conduct and Ethics. The Board of
Directors provides advice and counsel to the Chief Executive Officer and other senior officers of the Company.
The Board of Directors ensures that the assets of the Company are properly safeguarded, that appropriate
financial and other controls are maintained, and that the Company’s business is conducted wisely and in
compliance with applicable laws and regulations.

Human Capital

At December 31, 2021, we had 162 employees, 99% of whom are full-time employees. The average tenure

of our workforce is approximately 11 years.

In addition to the sustainability efforts overseen by the Corporate Responsibility Committee, the committee
also advises on ways to foster a diverse and inclusive work environment, protect the health and safety of our
employees and engage our surrounding communities. We are an equal opportunity employer and, as such,
promote an equitable workplace that acknowledges and values differences in race, gender, age, ethnicity, sexual
orientation, gender identity, national origin, abilities and religious beliefs. We apply these policies throughout our
organization, including at the senior management level and in our composition of our Board of Directors. We
believe such diversity of experience and background helps make us strong and achieve our mission to create
long-term shareholder value by providing industrial real estate solutions that mutually benefit our customers and
our stockholders. The membership of our Board of Directors is 43% diverse by gender and race.

In managing our business, we focus on attracting and retaining employees by providing compensation and
benefits packages that are competitive within the applicable market, taking into account the skills required,
responsibilities and geographic location. All employees are eligible to participate in one of our incentive plans,
under which payments are tied to pre-established performance goals. In addition, we believe that developing each
of our employees’ skillsets and decision-making abilities—through challenging project assignments, formal
training, mentorship, and recognition—is key not only to our employees’ performance, job satisfaction and our
retention efforts, but also to maintaining a strong leadership pipeline.

B-7

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

Summary of 2021

Despite the COVID-19 pandemic, our operating results remained strong in 2021. Our year end in-service
occupancy was 98.1%, which is a 240 basis point
increase compared to our in-service occupancy at
December 31, 2020. Also, during the year ended December 31, 2021, we grew cash rental rates by 16.2% on new
and renewal leases. After resuming speculative development in the fourth quarter of 2020, we started 16
additional speculative buildings and one build-to-suit building comprising, in the aggregate, 5.8 million square
feet of GLA during the year ended December 31, 2021. We continued to position ourselves for future
development activity by acquiring land located in our target markets. Although the impact of COVID-19
pandemic has had an overall minimal impact on us in 2021, we cannot predict the future impact it may have on
our business, future financial condition and operating results.

In 2021, we completed the following significant real estate activities:

• We added to our development pipeline 750 acres of land located in our Central Florida, Central New
Jersey, Central Pennsylvania, Denver, Inland Empire, Northern California, Philadelphia, Phoenix and
Seattle markets for an aggregate purchase price of $300.0 million, excluding transaction costs.

• We placed in-service seven industrial properties comprising approximately 0.9 million square feet of
GLA located in our Inland Empire, Philadelphia and South Florida markets at an estimated total cost of
$98.2 million. These properties were 100% leased at December 31, 2021.

• We commenced speculative development of 16 industrial buildings and one build-to-suit facility totaling
5.8 million square feet of GLA in our Central Florida, Central New Jersey, Central Pennsylvania, Dallas/
Fort Worth, Denver, Inland Empire, Nashville, Phoenix, Seattle and South Florida markets.

• We acquired four industrial properties comprised of approximately 0.2 million square feet of GLA
located in the Central Florida, Denver and Northern California markets for an aggregate purchase price of
$38.7 million, excluding transactions costs. These properties were 56% leased at December 31, 2021.

• We sold 29 industrial properties comprising approximately 2.9 million square feet of GLA and one land

parcel for gross sales proceeds of $243.4 million.

• One of the Joint Ventures sold its remaining 138 acres (for which the Company was the purchaser and
such land purchase is included above) for a sale price of $31.8 million. We netted our share of gain on
sale and incentive fees of $10.2 million against the basis of the land.

We completed the following financing activities during the year ended December 31, 2021:

• We amended and restated our Unsecured Credit Facility, extending the maturity date to July 7, 2025 and
increasing our borrowing capacity thereunder to $750.0 million. The current credit spread under this
facility is 32.5 basis points lower than the spread on the prior facility.

• We amended and restated our $200.0 million 2020 Unsecured Term Loan, extending the maturity date to
July 7, 2026. The current credit spread under this loan is 65 basis points lower than the spread on the
2020 Unsecured Term Loan.

• We paid off $60.5 million in mortgage loans payable, increasing the percentage of our real estate that was

unencumbered to 95.9% at December 31, 2021.

• We issued 2,513,758 shares of our common stock, through “at-the-market” (“ATM”) offerings, resulting

in net proceeds of $145.8 million.

• We declared an annual cash dividend of $1.08 per common share or Unit, an increase of 8.0% from 2020.

• At December 31, 2021, we had $666.3 million available for additional borrowings under our Unsecured

Credit Facility and cash and cash equivalents was $58.6 million.

B-8

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

Results of Operations

Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020

Our net income was $277.2 million and $200.2 million for the years ended December 31, 2021 and 2020,

respectively.

The tables below summarize our revenues, property expenses and depreciation and other amortization by
various categories for the years ended December 31, 2021 and 2020. Same store properties are properties owned
prior to January 1, 2020 and held as an in-service property through December 31, 2021 and developments and
redevelopments that were placed in service prior to January 1, 2020. Properties which are at least 75% occupied
at acquisition are placed in service, unless we anticipate the tenants to move out within the first two years 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 (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 within two years 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,
2019 and held as an operating property through December 31, 2021. Sold properties are properties that were sold
subsequent to December 31, 2019. (Re)Developments include developments and redevelopments that were not:
a) substantially complete 12 months prior to January 1, 2020; or b) stabilized prior to January 1, 2020. 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, 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 included in the (re)development classification. During the year ended December 31,
2019, we completed the rebuild of this property and as of December 31, 2019, the property was 100% leased.
This property returned to the same store classification in the first quarter 2021.

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, 2021 and 2020, the average occupancy rates of our same store properties

were 96.8% and 96.6%, respectively.

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

2021

2020

$ Change

% Change

(In thousands)

$419,779
13,629
11,617
25,112
6,153

$395,224
4,224
30,020
7,680
10,880

$ 24,555
9,405
(18,403)
17,432
(4,727)

6.2%
222.7%
(61.3)%
227.0%
(43.4)%

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

$476,290

$448,028

$ 28,262

6.3%

B-9

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

Revenues from same store properties increased $24.6 million primarily due to an increase in rental rates and
recoverable income from property expenses and a decrease in bad debt reserves taken on tenant accounts
receivable, offset by final insurance settlement proceeds of $1.1 million received and recorded in 2020 as
revenue related to a property that was destroyed by fire in 2016. Revenues from acquired properties increased
$9.4 million due to the 12 industrial properties acquired subsequent to December 31, 2019 totaling approximately
1.7 million square feet of GLA. Revenues from sold properties decreased $18.4 million due to the 58 industrial
properties sold subsequent to December 31, 2019 totaling approximately 4.8 million square feet of GLA.
Revenues from (re)developments increased $17.4 million due to an increase in occupancy and tenant recoveries.
Revenues from other decreased $4.7 million primarily due to final insurance settlement proceeds of $5.4 million
received and recorded in 2020 related to a property that was destroyed by fire in 2017, offset by revenues related
to acquisitions of partially occupied properties during 2019 that were not yet stabilized at December 31, 2019 and
therefore are not yet included in the same store pool.

2021

2020

$ Change % Change

(In thousands)

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

$108,074
2,219
2,554
7,086
11,367

$ 99,434
932
6,161
3,590
9,078

$ 8,640
1,287
(3,607)
3,496
2,289

8.7%
138.1%
(58.5)%
97.4%
25.2%

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

$131,300

$119,195

$12,105

10.2%

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
$8.6 million primarily due to an increase in real estate tax expense, insurance and snow removal costs. Property
expenses from acquired properties increased $1.3 million due to properties acquired subsequent to December 31,
2019. Property expenses from sold properties decreased $3.6 million due to properties sold subsequent to
December 31, 2019. Property expenses from (re)developments increased $3.5 million primarily due to the
substantial completion of developments. Property expenses from other increased $2.3 million primarily due to an
increase in certain miscellaneous expenses.

General and administrative expense increased by $1.8 million, or 5.4%, primarily due to an increase in
compensation, offset by severance and regional wind-down expenses associated with the closing of our
Indianapolis office during the year ended December 31, 2020.

DEPRECIATION AND OTHER

AMORTIZATION

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

Total Depreciation and Other

2021

2020

$ Change % Change

(In thousands)

$109,700
7,362
2,672
8,849

$113,833
2,272
6,930
4,085

$(4,133)
5,090
(4,258)
4,764

(3.6)%
224.0%
(61.4)%
116.6%

2,370

2,518

(148)

(5.9)%

Amortization . . . . . . . . . . . . . . . . . . . . . . .

$130,953

$129,638

$ 1,315

1.0%

B-10

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

Depreciation and other amortization from same store properties decreased $4.1 million primarily due to
accelerated depreciation and amortization recognized during the year ended December 31, 2020 attributable to
the early termination of certain tenants’ leases. Depreciation and other amortization from acquired properties
increased $5.1 million due to properties acquired subsequent to December 31, 2019. Depreciation and other
amortization from sold properties decreased $4.3 million due to properties sold subsequent to December 31,
2019. Depreciation and other amortization from (re)developments increased $4.8 million primarily due to an
increase in depreciation and amortization related to completed developments. Depreciation from corporate
furniture, fixtures and equipment and other remained relatively unchanged.

For the year ended December 31, 2021, we recognized $150.3 million of gain on sale of real estate related to
the sale of 29 industrial properties comprising approximately 2.9 million square feet of GLA and one land parcel.
For the year ended December 31, 2020, we recognized $86.8 million of gain on sale of real estate related to the
sale of 29 industrial properties comprising approximately 1.9 million square feet of GLA.

Interest expense decreased $7.2 million, or 14.0%, primarily due to an increase in capitalized interest of
$5.3 million caused by an increase in development projects eligible for capitalization during the year ended
December 31, 2021 as compared to the year ended December 31, 2020, and a decrease in the weighted average
interest rate for the year ended December 31, 2021 (3.45%) as compared to the year ended December 31, 2020
(3.65%), partially offset by an increase in the weighted average debt balance outstanding for the year ended
December 31, 2021 ($1,631.9 million) as compared to the year ended December 31, 2020 ($1,593.5 million).

Amortization of debt issuance costs remained relatively unchanged.

Equity in loss of Joint Ventures for the year ended December 31, 2021 was $0.2 million. However, during
the year ended December 31, 2021, we deferred $10.2 million of equity in income and incentive fees earned from
the sale of the remaining 138 acres of developable land from one of the Joint Ventures since the Company was
the purchaser of the land. This deferral was netted against the basis of the land acquired. Equity in income of
Joint Ventures for the year ended December 31, 2020 was $4.2 million which primarily consists of our pro-rata
share of gain related to the sale of real estate and accrued incentive fees.

Income tax expense increased $2.5 million, or 102.6%, primarily due to taxable gains from the sales of real

estate from one of our TRSs in 2021.

Comparison of Year Ended December 31, 2020 to Year Ended December 31, 2019

A discussion of changes in our results of operations between 2020 and 2019 can be found in “Item 7—
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Comparison of Year
Ended December 31, 2020 to Year Ended December 31, 2019” of the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2020.

Critical Accounting Policies

A critical accounting policy is one that involves an estimate or assumption that is subjective and requires
management judgment about the effect of a matter that is inherently uncertain and material to an entity’s
financial condition and results of operations. Our significant accounting policies are described in more detail in
Note 2 to the consolidated financial statements. We believe the following policies relate to the more significant
judgments and estimates used in the preparation of our consolidated financial statements.

• Acquisitions of Real Estate Assets: We allocate the purchase price of acquired real estate, including real
estate acquired as a portfolio, based upon the fair value of the assets acquired and liabilities assumed,

B-11

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

which generally consists of land, buildings, tenant improvements, construction in progress, leasing
commissions and lease intangibles including in-place leases and above market and below market lease
assets and liabilities. The purchase price is allocated to the fair value of the tangible assets of an acquired
property by valuing the property as if it were vacant. The determination of fair value includes the use of
significant assumptions such as land comparables, discount rates, terminal capitalization rates and market
rent assumptions. Acquired above and below market lease intangibles are valued based on the present
value of the difference between prevailing market rental rates and the in-place rental rates measured over
a period equal to the remaining term of the lease for above market leases or the remaining term of the
lease plus the term of any below market fixed rate renewal options for below market leases. The purchase
price is further allocated to in-place lease values based on an estimate of the lease revenue received
during a reasonable lease-up period as if the property was vacant on the date of acquisition.

• Impairment of Real Estate Assets: We review our tangible and intangible real estate assets held for use for
possible impairment when 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
is considered
future operating performance and market conditions. If any real estate investment
permanently impaired, a loss is recorded to reduce the carrying value of the property to its estimated fair
value. The impairment assessment and fair value measurement requires the use of estimates and
assumptions related to the timing and amounts of cash flow projections, discount rates and terminal
capitalization rates.

Liquidity and Capital Resources

At December 31, 2021, our cash and cash equivalents were approximately $58.6 million. We also had
$666.3 million available for additional borrowings under our Unsecured Credit Facility as of December 31, 2021.

We have considered our short-term (through December 31, 2022) liquidity needs and the adequacy of our
estimated cash flow from operations and other expected liquidity sources to meet these needs. We have a
$260.0 million term loan maturing in September 2022 and we have $69.2 million in mortgage loans payable
outstanding at December 31, 2021 maturing in September 2022. We expect to satisfy these payment obligations
on or prior to the maturity dates through the issuance of other debt or equity securities. With the exception of the
$260.0 million term loan and the mortgage maturities, 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 other debt or equity securities,
subject to market conditions or borrowings under our Unsecured Credit Facility.

to meet

We expect

long-term (after December 31, 2022) liquidity requirements such as property
acquisitions, developments, scheduled debt maturities, major renovations, expansions and other nonrecurring
capital improvements through long-term unsecured and secured indebtedness, the disposition of select assets and
the issuance of additional equity or debt securities, subject to market conditions.

As of February 17, 2022, we had approximately $570.3 million available for additional borrowings under
our Unsecured Credit Facility. Our Unsecured Credit Facility contains certain financial covenants including

B-12

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

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, 2021, and we anticipate that we will be able to operate in compliance with our financial covenants
in 2022. 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.

As of December 31, 2021, our senior unsecured notes have been assigned credit ratings from Standard &
Poor’s, Moody’s and Fitch Ratings of BBB/Stable, Baa2/Stable and BBB/Stable, respectively. A securities 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, 2021
and 2020:

Year Ended December 31,

2021

2020

(In thousands)

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

$ 266,895
(416,823)
9,050

$ 240,430
(251,738)
58,248

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

December 31, 2021 and 2020:

Year Ended December 31,

2021

2020

(In thousands)

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

$ 267,030
(416,823)
8,915

$ 241,081
(251,738)
57,597

Changes in cash flow for the year ended December 31, 2021, compared to the prior year are described as
follows:

Operating Activities: Cash provided by operating activities increased $26.5 million for the Company

(increased $25.9 million for the Operating Partnership), primarily due to the following:

• increase in net operating income from same store properties, acquired properties and recently developed
properties of $38.0 million, offset by a decrease in net operating income due to the disposition of real
estate of $14.8 million; and

• increase in accounts payable, accrued expenses, other liabilities, rents received in advance and security

deposits due to timing of cash payments; offset by:

• increase in tenant accounts receivable, prepaid expenses and other assets due to timing of cash

receipts.

B-13

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

Investing Activities: Cash used in investing activities increased $165.1 million, primarily due to the

following:

• increase of $248.3 million related to the acquisition and development of real estate as well as payments

for improvements and leasing commissions in 2021 as compared to 2020; and

• decrease of $6.5 million related to the collection of insurance settlement proceeds in 2020; offset by:

• increase in distributions from and a decrease in contributions to our Joint Ventures resulting in a net

reduction of $42.7 million in 2021 as compared to 2020;

• increase of $30.9 million in net proceeds received from the disposition of real estate in 2021 as

compared to 2020; and

• decrease of $16.2 million in escrow and other balances.

Financing Activities: Cash provided by financing activities decreased $49.2 million for the Company

(decreased $48.7 million for the Operating Partnership), primarily due to the following:

• decrease of $300.0 million related to the issuance of unsecured notes in a private placement in 2020;

• increase in repayments of mortgage loans payable of $34.3 million in 2021 compared to 2020;

• increase in dividend and unit distributions of $12.4 million due to the Company raising the dividend rate

in 2021; and

• increase in debt and equity issuance costs of $3.1 million in 2021 compared to 2020; offset by:

• increase in net borrowings from our Unsecured Credit Facility of $237.0 million in 2021 compared

to 2020; and

• increase of $67.0 million related to net proceeds from the issuance of 2,513,758 shares of the
Company’s common stock under our ATM in 2021 as compared to the net proceeds from the
issuance of 1,842,281 shares of the Company’s common stock under our ATM in 2020.

Contractual Obligations and Commitments

The following table lists our contractual obligations and commitments as of December 31, 2021:

Payments Due by Period (In thousands)

Total

Less Than
1 Year

1-3 Years

3-5 Years Over 5 Years

Rent Payments Due on Operating and Ground Leases . . $
. . . . . . . . . . . . . .
Real Estate Development Costs(A)(B)
Long Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense on Long Term Debt(A)(C) . . . . . . . . . .
Unsecured Credit Facility(D) . . . . . . . . . . . . . . . . . . . . . .

349,400
1,617,335
318,467
4,009

349,400
329,464
49,733
1,141

—
656
85,227
2,284

71,069 $

2,843 $ 5,142 $

3,988 $
—
279,713
82,572
584

59,096
—
1,007,502
100,935
—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,360,280 $732,581 $93,309 $366,857 $1,167,533

(A) Not on balance sheet.

(B) Represents estimated remaining payments on the completion of development projects under construction.
Estimated remaining costs include all costs necessary to place the properties into service and could extend
beyond one year.

B-14

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

(C) Excludes interest expense on our Unsecured Credit Facility. Includes interest expense on our unsecured term
loans, inclusive of the impact of interest rate swaps which effectively swap the variable interest rate to a
fixed interest rate. Due to the maturity of three interest rate swaps in February 2026, the remaining interest
expense payments on our outstanding $200 million unsecured term loan is an estimate based on LIBOR and
our current spread as of December 31, 2021, which is an interest rate of 0.94925%.

(D) Represents fees on our Unsecured Credit Facility which has a contractual maturity in July 2025.

Off-Balance Sheet Arrangements

At December 31, 2021, we had letters of credit and performance bonds outstanding amounting to $24.9
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 $1.0 million and $1.1 million during the years ended December 31, 2021 and 2020,
respectively, related to environmental expenditures. We estimate 2022 expenditures of approximately $2.2
million which has been accrued at December 31, 2021. We estimate that the aggregate expenditures which need
to be expended in 2022 and beyond with regard to currently identified environmental issues will not exceed
approximately $5.4 million which has been accrued at December 31, 2021.

Inflation

Prior to 2021, inflation had been low and had a minimal impact on the operating performance of our
industrial properties in our markets of operation; however, inflation has significantly increased in 2021 and may
continue to be elevated or increase further. Many of our leases contain provisions designed to mitigate the
adverse impact of inflation, including contractual rent escalations and requirements for tenants to pay their
proportionate share of property operating expenses, including common area expenses, utilities, insurance, and
real estate taxes, and certain capital expenditures related to the maintenance of our properties, thereby reducing
our exposure to increases in property operating expenses resulting from inflation. However, under our leases we
typically have exposure to increases in non-reimbursable property operating expenses, including expenses
incurred related to vacant premises. In addition, we believe that some of the existing rental rates under our leases
subject to renewal are below current market rates for comparable space and that upon renewal or re-leasing, such
rates may be increased to be consistent with, or closer to, current market rates, which may also offset our
exposure to inflationary expense pressures related to our leased properties. We also have exposure to inflation
with respect to our development portfolio, as increases in materials and other costs related to our development
activities make it more expensive to develop properties. With respect to our outstanding indebtedness, we
periodically evaluate our exposure to interest rate fluctuations, and may continue to enter into derivatives that
mitigate, but do not eliminate, the impact of changes in interest rates on our variable rate loans.

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.

B-15

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

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, 2021 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, 2021, $1,538.3 million or 95.1% of our total debt, excluding unamortized debt issuance
costs, was fixed rate debt. As of the same date, $79.0 million or 4.9% of our total debt, excluding unamortized
debt issuance costs, was variable rate debt. At December 31, 2020, $1,602.7 million or 100% of our total debt,
excluding unamortized debt issuance costs, was fixed rate debt. Fixed rate debt for both years includes $460.0
million of variable-rate debt that has been effectively swapped to a fixed rate through the use of derivative
instruments.

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. If the LIBOR rates
relevant to our variable rate debt were to have increased 10%, we estimate that our interest expense during the
years ended December 31, 2021 and 2020 would have increased by approximately $0.01 million and $0.09
million, respectively, based on our average outstanding floating-rate debt during the years ended December 31,
2021 and 2020. 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 $5.6 million and $5.7 million
during the years ended December 31, 2021 and 2020.

The Financial Conduct Authority announced it intended to stop compelling banks to submit rates for the
calculation of LIBOR after June 30, 2023. As a result, in the U.S., the Federal Reserve Board and the Federal
Reserve Bank of New York identified the Secured Overnight Financing Rate as its preferred alternative rate for
USD LIBOR in debt and derivative financial instruments. Our Unsecured Credit Facility, our unsecured term
loans and related interest rate swaps are indexed to LIBOR. Our loan documents contain provisions that
contemplate alternative methods to determine the base rate applicable to our LIBOR-indexed debt to the extent
LIBOR-indexed rates are not available. Additionally, no mandatory prepayment or redemption provisions would
be triggered under our loan documents in the event that the LIBOR-indexed rates are not available. If our debt
agreements and derivative contracts are not transitioned to a preferred alternative rate and LIBOR-indexed rates
are discontinued or if the methods of calculating the rates change, interest rates on our current or future
indebtedness may be adversely affected. While we currently expect LIBOR-indexed rates to be available until
June 30, 2023, it is possible that they will become unavailable prior to that time. We anticipate managing the
transition to a preferred alternative rate using the language set out in our agreements, however, future market
conditions may not allow immediate implementation of desired modifications and we may incur significant
associated costs in doing so. We will continue to monitor and evaluate the potential impact on our debt payments
and value of our related debt, however, we are not able to predict when LIBOR-indexed rates will cease to be
available.

B-16

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

As of December 31, 2021 and 2020, the estimated fair value of our debt was approximately $1,691.3 million

and $1,703.2 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, 2021 and
2020, we had derivative instruments 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 (the
“Term Loan Swaps”). We designated the Term Loan Swaps as cash flow hedges. See Note 12 to the consolidated
financial statements for a more detailed discussion of these derivative instruments. 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 2021 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.

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 real estate assets, real
estate asset depreciation and amortization and impairment of 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.

B-17

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

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 as
follows:

Year Ended December 31,

2021

2020

2019

2018

2017

(In thousands)

Net Income Available to First Industrial Realty Trust,
Inc.‘s Common Stockholders and Participating
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 270,997 $195,989 $ 238,775 $163,239 $ 201,456

Adjustments:

Depreciation and Other Amortization of Real

Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of Real Estate (A) . . . . . . . . . . . . . . . . . . .
Gain on Sale of Real Estate (A) . . . . . . . . . . . . . . . . . .
Gain on Sale of Real Estate from Joint Ventures (A) . .
Income Tax Provision—Allocable to Gain on Sale of

Real Estate, Including Joint Ventures (A) . . . . . . . .
Noncontrolling Interest Share of Adjustments . . . . . . .

130,062
—
(150,310)

128,814
—
(86,751)
— (4,443)

120,516
—
(124,942)
(16,714)

115,659
2,285
(80,909)
—

115,617
—
(131,058)
—

4,853
357

2,198
(843)

3,095
406

—
(883)

—
481

Funds from Operations Available to First Industrial
Realty Trust, Inc.‘s Common Stockholders and
Participating Securities . . . . . . . . . . . . . . . . . . . . . . . . . $ 255,959 $234,964 $ 221,136 $199,391 $ 186,496

(A) In December 2018, NAREIT issued a white paper restating the definition of FFO. The restated definition
provides an option to include or exclude gains and losses as well as impairment of non-depreciable real
estate if the sales are deemed incidental. Prior to January 1, 2019, we included gains and losses on sales and
impairment of our non-depreciable real estate in our calculation of NAREIT FFO. On January 1, 2019, we
adopted the restated definition of NAREIT FFO on a prospective basis and now exclude gains and losses on
sales and impairment of our non-depreciable real estate that we deem incidental. We also exclude the same
adjustments from our share of net income from unconsolidated joint ventures.

Same Store Net Operating Income

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, interest expense,
equity in income and loss from joint ventures, income tax benefit and provision and gains and losses on the sale
of real estate. We define SS NOI as revenues minus property expenses such as real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses, minus the NOI of properties that are
not same store properties and minus the impact of straight-line rent, the amortization of above/below market
leases 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.

B-18

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

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, 2021 and 2020.

Year Ended December 31,

2021

2020

(In thousands)

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

$ 419,779
(108,074)

$395,224
(99,434)

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

$ 311,705

$295,790

Same Store Adjustments:

Straight-line Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Above (Below) Market Lease Amortization . . . . . . . . . . . . . . . . . . . . . .
Lease Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6,731)
(875)
(560)

(4,799)
(1,039)
(753)

Same Store Net Operating Income (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 303,539

$289,199

(A) The year ended December 31, 2020 includes $1.1 million of insurance settlement gain related to a building
destroyed by fire in 2016. Excluding this gain, the percent increase to Same Store Net Operating Income
would be 5.3% for the year ended December 31, 2021.

Subsequent Events

From January 1, 2022 to February 17, 2022, we acquired two industrial buildings and one land parcel for an

aggregate purchase price of approximately $21.8 million, excluding transaction costs.

B-19

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:

Risks Related to our Business:

Real estate investments fluctuate in value depending on conditions in the general economy and the real
estate industry. These conditions may limit our revenues and available cash.

The factors that affect the value of our real estate and the revenues we derive from our properties include,

among other things:

• general economic conditions;

• local, regional, national and international economic conditions and other events and occurrences that

affect the markets in which we own properties;

• local conditions such as oversupply or a reduction in demand in an area;

• increasing labor and material costs;

• the ability to collect on a timely basis all rents from tenants;

• changes in tenant operations, real estate needs and credit;

• changes in interest rates and in the availability, cost and terms of mortgage funding;

• zoning or other regulatory restrictions;

• competition from other available real estate;

• operating costs, including maintenance, insurance premiums and real estate taxes; and

• other factors that are beyond our control.

Our investments in real estate assets are concentrated in the industrial sector, and the demand for industrial
space in the United States is related to the level of economic output. Accordingly, reduced economic output may
lead to lower occupancy rates for our properties. In addition, if any of our tenants experiences a downturn in its
business that weakens its financial condition, delays lease commencement, fails to make rental payments when
due, becomes insolvent or declares bankruptcy, the result could be a termination of the tenant’s lease, which
could adversely affect our cash flow from operations. These factors may be amplified by a disruption of financial
markets 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 renew leases or find other tenants 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

B-20

RISK FACTORS

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.

We may be unable to acquire real estate on advantageous terms or acquisitions may not perform as we
expect.

We have routinely acquired real estate 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 real estate 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.

We may be unable to sell properties on advantageous terms.

We have routinely sold properties to third parties as conditions warrant and, as part of our business, we
intend to continue to do so. However, our ability to sell properties on advantageous terms depends on factors
beyond our control, including competition from other sellers and the availability of attractive financing for
potential buyers. If we are unable to sell properties on favorable terms or to redeploy the proceeds in accordance
with our business strategy, then our financial condition, results of operations, cash flow and ability to 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.

B-21

RISK FACTORS

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 have delays in obtaining construction materials;

• 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 incur unanticipated costs and liabilities due to environmental problems.

Under various federal, state and local laws and regulations, we may, as a current or previous owner,
developer 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 and regulations 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 and regulations 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.

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

B-22

RISK FACTORS

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 and regulations 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 and regulations 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, including but
not limited to, our tenants, 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 unknown
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,

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.

We may incur significant costs complying with various federal, state and local laws, regulations and
in particular, costs associated with complying with
covenants that are applicable to our properties and,
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.

B-23

RISK FACTORS

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.

Adverse market and economic conditions could cause us to recognize impairment charges.

We regularly review our real estate assets for impairment indicators, such as a decline in a property’s
occupancy rate, decline in general market conditions or a change in the expected hold period of an asset. If we
determine that indicators of impairment are present, we review the properties affected by these indicators to
determine whether an impairment charge is required. As a result, we may be required to recognize asset
impairment, which could materially and adversely affect our business, financial condition and results of
operations. We use considerable judgment in making determinations about impairments, from analyzing whether
there are indicators of impairment, to the assumptions used in calculating the fair value of the investment.
Accordingly, our subjective estimates and evaluations may not be accurate, and such estimates and evaluations
are subject to change or revision.

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. We currently have and may in the future selectively acquire, own and/or develop properties through
joint ventures with other persons or entities when we deem such transactions are warranted by the circumstances.
Joint venture investments, in general, involve certain risks not present where we act alone, including:

• joint venture partners may share certain approval

rights over major decisions, which might
(i) significantly delay or make impossible actions and decisions we believe are necessary or advisable
with respect to properties owned through a joint venture, and/or (ii) adversely affect our ability to
develop, finance, lease or sell properties owned through a joint venture at the most advantageous time for
us, if at all;

• joint venture partners might experience financial distress, become bankrupt or otherwise fail to fund their

share of any required capital contributions;

• joint venture partners 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 develop, finance, lease,
operate, manage or sell any properties owned by the applicable joint venture;

• joint venture partners 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;

• joint venture agreements often restrict the transfer of a member’s or joint venture’s interest or may

otherwise restrict our ability to sell our interest when we would like to or on advantageous terms;

• disputes between us and our joint venture partners may result in litigation or arbitration that would
increase our expenses and prevent our employees, 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

B-24

RISK FACTORS

• we may in certain circumstances be liable for the actions of our joint venture partners.

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.

We own certain properties subject to ground leases that expose us to the loss of such property upon breach
or termination of the ground lease.

We own the building and improvements and lease the land underlying the improvements under several long-
term ground leases. We could lose our interests in the properties if the ground leases are breached by us,
terminated or lapse. As we get closer to the lease termination dates, the values of the properties could decrease
without an extension in place. Certain of these ground leases have payments subject to annual escalations and/or
periodic fair market value adjustments which could adversely affect our financial condition or results of
operations.

We are exposed to the potential impacts of future climate change.

We are exposed to potential physical risks from possible future changes in climate. We have significant
investment in properties in coastal markets such as Southern California, Northern California and South Florida
and have also targeted those markets for future growth. Our properties, especially the coastal market properties,
may be exposed to rare catastrophic weather events, such as severe storms, drought, earthquakes, floods,
wildfires or other extreme weather events. If the frequency of extreme weather events increases, our exposure to
these events could increase and could impact our tenants’ operations and their ability to pay rent. 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 given climate
change risk.

We may be adversely impacted as a real estate owner, manager and developer in the future by potential
impacts to the supply chain or stricter energy efficiency standards or greenhouse gas regulations for the
commercial building sectors. Compliance with new laws or regulations relating to climate change, including
compliance with “green” building codes, may require us to make improvements to our existing properties or
result in increased operating costs that we may not be able to effectively pass on to our tenants. Any such laws or
regulations could also impose substantial costs on our tenants, thereby impacting the financial condition of our
tenants and their ability to meet their lease obligations and to lease or re-lease our properties. We cannot give any
assurance that other such conditions do not exist or may not arise in the future. The potential impacts of future
climate change on our real estate properties could adversely affect our ability to lease, develop or sell such
properties or to borrow using such properties as collateral.

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, wildfire 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

B-25

RISK FACTORS

against certain perils including, without
limitation, earthquake, windstorm and cyber risk, either because
coverage is not available or because we do not deem it to be economically feasible or prudent to do so. As a
result, we could experience a significant loss of capital or revenues, and be exposed to obligations under recourse
debt associated with a property. This could occur due to an uninsured or high deductible loss, a loss in excess of
insured limits, or a loss not paid due to insurer insolvency.

Financing and Capital Risks:

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 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.

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.

The Financial Conduct Authority announced it intended to stop compelling banks to submit rates for the
calculation of LIBOR after June 30, 2023. As a result, in the U.S., the Federal Reserve Board and the Federal
Reserve Bank of New York identified the Secured Overnight Financing Rate as its preferred alternative rate for
USD LIBOR in debt and derivative financial instruments. Our Unsecured Credit Facility, our unsecured term
loans and related interest rate swaps are indexed to LIBOR. Our loan documents contain provisions that
contemplate alternative methods to determine the base rate applicable to our LIBOR-indexed debt to the extent
LIBOR-indexed rates are not available. Additionally, no mandatory prepayment or redemption provisions would
be triggered under our loan documents in the event that the LIBOR-indexed rates are not available. If our debt
agreements and derivative contracts are not transitioned to a preferred alternative rate and LIBOR-indexed rates
are discontinued or if the methods of calculating the rates change, interest rates on our current or future
indebtedness may be adversely affected. While we currently expect LIBOR-indexed rates to be available until

B-26

RISK FACTORS

June 30, 2023, it is possible that they will become unavailable prior to that time. We anticipate managing the
transition to a preferred alternative rate using the language set out in our agreements however future market
conditions may not allow immediate implementation of desired modifications and we may incur significant
associated costs in doing so. We will continue to monitor and evaluate the potential impact on our debt payments
and value of our related debt, however, we are not able to predict when LIBOR-indexed rates will cease to be
available.

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 historical 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 and our unsecured term loans, an event of default can also occur if the lenders, in
their good faith judgment, determine that a material adverse change has occurred that could prevent timely
repayment or materially impair our ability to perform our obligations under the loan agreement.

Upon the occurrence of an event of default, we would be subject to higher finance costs and fees, and the
lenders under our Unsecured Credit Facility will not be required to lend any additional amounts to us. In
addition, our indebtedness, together with accrued and unpaid interest and fees, could be accelerated and declared
to be immediately due and payable. Furthermore, our Unsecured Credit Facility, our unsecured term 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.

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.

B-27

RISK FACTORS

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.

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

In the normal course of business, we use derivatives to manage our exposure to interest rate volatility on
debt instruments, including hedging for future debt issuances. At other times we may utilize derivatives to
increase our exposure to floating interest rates. There can be no assurance that these hedging arrangements will
have the desired beneficial impact. These arrangements, which can include a number of counterparties, may
expose us to additional risks, including failure of any of our counterparties to perform under these contracts, and
may involve extensive costs, such as transaction fees or breakage costs, if we terminate them. 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. No strategy can completely insulate us from
the risks associated with interest rate fluctuations.

We have adopted a practice relating to the use of derivative financial instruments which 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.

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.

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

B-28

RISK FACTORS

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.

Future sales or issuances of our common stock may cause the market price of our common stock to decline.

The sale of substantial amounts of our common stock, whether directly by us or in the secondary market, the
perception that such sales could occur or the availability of future issuances of shares of our common stock,
limited partnership units of the Operating Partnership or other securities convertible into or exchangeable or
exercisable for our common stock, could materially and adversely affect the market price of our common stock
and our ability to raise capital through future offerings of equity or equity-related securities. In addition, we may
issue capital stock that is senior to our common stock in the future for a number of reasons, including to finance
our operations and business strategy, to adjust our ratio of debt to equity or for other reasons.

The market price of our common stock may fluctuate significantly.

The market price of our common stock may fluctuate significantly in response to many factors, including:

• actual or anticipated variations in our operating results, funds from operations, cash flows or liquidity,

• changes in our earnings estimates or those of analysts,

• changes in asset valuations and related impairment charges,

• changes in our dividend policy,

• publication of research reports about us or the real estate industry generally,

• the ability of our tenants to pay rent to us and meet their obligations to us under the current lease terms

and our ability to re-lease space as leases expire,

• increases in market interest rates that lead purchasers of our common stock to demand a higher dividend

yield,

• changes in market valuations of similar companies,

• adverse market reaction to the amount of our debt outstanding at any time, the amount of our debt
maturing in the near- and medium-term and our ability to refinance our debt, or our plans to incur
additional debt in the future,

• our ability to comply with applicable financial covenants under our unsecured line of credit and the

indentures under which our senior unsecured indebtedness is, or may be, issued,

• additions or departures of key management personnel,

• actions by institutional stockholders,

• speculation in the press or investment community,

• general market and economic conditions.

Many of the factors listed above are beyond our control. Those factors may cause the market price of our
common stock to decline significantly, regardless of our financial condition, results of operations and prospects.
It is impossible to provide any assurance that the market price of our common stock will not fall in the future,
and it may be difficult for holders to resell shares of our common stock at prices they find attractive, or at all.

B-29

RISK FACTORS

Risks Related to Our Organization and Structure:

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 common shares and 10,000,000
shares 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
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.

Certain provisions of our charter and bylaws could hinder, delay or prevent a change in control of our
company.

Certain provisions of our charter and our bylaws could have the effect of discouraging, delaying or
preventing transactions that involve an actual or threatened change in control of our company. These provisions
include the following:

• Removal of Directors. Under our charter, subject to the rights of one or more classes or series of preferred
stock to elect one or more directors, a director may be removed only for cause and only by the affirmative
vote of at least a majority of all votes entitled to be cast by our stockholders generally in the election of
directors.

• Preferred Stock. Under our charter, our board of directors has the power to issue preferred stock from
time to time in one or more series and to establish the terms, preferences and rights of any such series of
preferred stock, all without approval of our stockholders.

• Advance Notice Bylaws. Our bylaws require advance notice procedures with respect to nominations of

directors and shareholder proposals.

• Ownership Limit. For the purpose, among others, of preserving our status as a REIT under the Internal
Revenue Code of 1986, as amended, our charter generally prohibits any single stockholder, or any group

B-30

RISK FACTORS

of affiliated stockholders, from beneficially owning more than 9.8% of our outstanding common and
preferred stock unless our board of directors waives or modifies this ownership limit.

• Stockholder Action by Written Consent. Our bylaws contain a provision that permits our stockholders to
take action by written consent in lieu of an annual or special meeting of stockholders only if the
unanimous consent of the stockholders is obtained.

• Ability of Stockholders to Call Special Meeting. Under our bylaws, we are only required to call a special
meeting at the request of the stockholders if the request is made by at least a majority of all votes entitled
to be cast by our stockholders generally in the election of directors.

• Maryland Control Share Acquisition Act. Our bylaws contain a provision exempting acquisitions of our
shares from the Maryland Control Share Acquisition Act. However, our board of directors may amend
our bylaws in the future to repeal or modify this exemption, in which case any control shares of our
company acquired in a control share acquisition will be subject
to the Maryland Control Share
Acquisition Act.

Income Tax Risks:

The Company might fail to qualify as a REIT under existing 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.

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
federal
in a discontinuation or substantial reduction in
distributions to our stockholders and unitholders, could reduce the cash available to pay interest and principal on
debt securities and make further investments in real estate. 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.

The IRS, the United States Treasury Department and Congress frequently review federal income tax
legislation, and 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

B-31

RISK FACTORS

surrounding each transaction. The IRS could contend that certain sales of properties by us are prohibited
transactions. While we have implemented controls to avoid prohibited transactions, if a dispute were to arise that
was successfully argued by the IRS, the 100% penalty tax could be assessed against 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 (determined
without regard to the dividends-paid deduction and by excluding any net capital gain) to our stockholders each
year and we may be subject to tax to the extent our taxable income is not fully distributed. 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.

We may pay some taxes.

Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to federal, state and
local taxes on our income and property. From time to time changes in state and local tax laws or regulations are
enacted, which may result in an increase in our tax liability. A shortfall in tax revenues for states and
municipalities in which we operate may lead to an increase in the frequency and amount of such increase. These
actions could adversely affect our financial condition and results of operations. In addition, our TRSs will be
subject to federal, state and local income tax for income received.

In the normal course of business, certain of our legal entities have undergone tax audits and may undergo
audits in the future. 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.

General Risk Factors:

The current pandemic of the novel coronavirus, or COVID-19, and the future outbreak of other highly
infectious or contagious diseases, may adversely affect our business.

The COVID-19 pandemic has caused, and another pandemic in the future could cause, disruptions to
regional and global economies and significant volatility and negative pressure in the financial markets. The
COVID-19 pandemic, or a future pandemic, could also have a material and adverse effect on our ability to
successfully operate and on our financial condition, results of operations and cash flows due to, among other
factors:

• reduced economic activity may severely impact our tenants’ businesses, financial condition and liquidity
and may cause certain of our tenants to be unable to meet their obligations to us in full, or at all, or to
otherwise seek modifications of such obligations and/or terminate their leases early or not renew;

• delays to or halting of construction activities, including permitting and obtaining approvals, related to our

ongoing development and redevelopment projects as well as tenant improvements;

• difficulty in accessing the capital and lending markets (or a significant increase in the costs of doing so),
impacts to our credit ratings, a severe disruption or instability in the global financial markets, or

B-32

RISK FACTORS

deteriorations in credit and financing conditions, may affect our access to capital necessary to fund
business operations or address maturing debt obligations on a timely basis;

• our ability to meet the financial covenants of our Unsecured Credit Facility and other debt agreements
and result in a default and potentially an acceleration of indebtedness, and such non-compliance could
negatively impact our ability to make additional borrowings under our Unsecured Credit Facility and pay
dividends;

• any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker

economic conditions;

• a general decline in business activity and demand for real estate transactions could adversely affect our

ability to sell or purchase properties, at attractive pricing or at all;

• an inability to initiate or pursue litigation due to various court closures, increased case volume and/or

moratoriums on certain types of activities;

• the potential negative impact on the health of our employees, particularly if a significant number of them
are impacted, could result in a deterioration in our ability to ensure business continuity during this
disruption, or a future disruption, and may negatively impact our disclosure controls and procedures over
financial reporting; and

• an extended period of remote work arrangements for our employees could strain our business continuity

plans and introduce operational risk including, but not limited to, cybersecurity risks.

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 and security breaches. These could include attempts to gain unauthorized
access to our data and computer systems through malware, computer viruses, attachments to e-mails, persons
inside our Company or persons with access to systems inside our Company, and other significant disruptions of
our information technology networks and related systems.

The risk of a cybersecurity breach or disruption, particularly through a cyber-incident, including by
computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and
sophistication of attempted attacks and intrusions from around the world have increased. Although 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, a managed detection monitoring and response solution, periodic cyber dwelling reviews and annual
penetration testing, even the most well protected information, networks, systems and facilities remain potentially
vulnerable because the techniques used in such attempted security breaches evolve and generally are not
recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not
be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security
barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

Moreover, although we maintain some of our own critical information technology systems, we also depend
on third parties to provide important information technology services relating to, for instance, payroll, electronic
communications and certain finance functions. The security measures employed by such third party service
providers may prove to be ineffective at preventing breaches of their systems.

A successful cybersecurity attack could, among other things:

• compromise the confidential information of our employees, tenants and vendors;

B-33

RISK FACTORS

• disrupt the proper functioning of our networks and systems, and therefore our operations and/or those of

certain of our tenants;

• result

in the unauthorized access to, and destruction,

theft, misappropriation or release of
proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could
use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;

loss,

• result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines;

• result in our inability to properly monitor our compliance with the rules and regulations regarding our

qualification as a REIT;

• require significant management attention and resources to remedy any damages that result;

• subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other

agreements; or

• damage our reputation among our tenants, investors and associates.

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.

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.

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.

We may be unable to retain and attract key management personnel.

We may be unable to retain and attract talented personnel. 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.

B-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, 2021. 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, 2021, 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, 2021 has
been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in
their report which appears herein starting on page B-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 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.

B-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, 2021. 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, 2021, 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,
2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as
stated in their report which appears herein starting on page B-40. 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 2021 that has materially affected, or is reasonably likely to materially
affect, the Operating Partnership’s internal control over financial reporting.

B-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, 2021 and 2020, and the related consolidated statements of
operations, of comprehensive income, of changes in equity and of cash flows for each of the three years in the
period ended December 31, 2021, including the related notes and financial statement schedule listed in the
accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited
the Company’s internal control over financial reporting as of December 31, 2021, 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, 2021 and 2020, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2021 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, 2021, 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 B-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

B-37

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.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit committee
and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and
(ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we
are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.

Purchase Price Allocation

As described in Notes 2 and 3 to the consolidated financial statements, upon acquisition of a property,
management allocates 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, construction in progress,
leasing commissions and lease intangibles including in-place lease assets and above market and below market
lease assets and liabilities. The purchase price is allocated to the fair value of the tangible assets of an acquired
property by valuing the property as if it were vacant. The determination of fair value for tangible assets includes
the use of significant assumptions such as land comparables, discount rates, terminal capitalization rates and
market rent assumptions. The Company acquired four industrial properties for consideration of approximately
$38.7 million, of which approximately $12.7 million was recorded to land and $25.0 million to building and
improvements/construction in progress during the year ended December 31, 2021.

The principal considerations for our determination that performing procedures relating to purchase price
allocation is a critical audit matter are (i) the significant judgment by management when determining the fair
value estimates, which resulted in a high degree of auditor judgment, subjectivity and effort in performing
procedures and evaluating evidence relating to the fair value of land and building and improvements/construction
terminal
in progress,
capitalization rates and market rent; and (ii) the audit effort involved the use of professionals with specialized
skill and knowledge.

including the significant assumptions related to land comparables, discount rates,

Addressing the matter involved performing procedures and evaluating audit evidence in connection with
forming our overall opinion on the consolidated financial statements. These procedures included testing the
effectiveness of controls relating to the purchase price allocations, including controls over the valuation methods
and significant assumptions for the tangible assets, such as land comparables, discount rates,
terminal
capitalization rates and market rent. These procedures also included, among others, (i) reading the purchase and
sales agreements and (ii) testing management’s process for determining the fair value of land and building and
improvements/construction in progress, (iii) testing the completeness and accuracy of the data used in the fair

B-38

(iv) evaluating the appropriateness of

value estimates,
the valuation methods and (v) evaluating the
reasonableness of significant assumptions related to land comparables, discount rates, terminal capitalization
rates and market rent. Evaluating the significant assumptions relating to the land comparables, discount rates,
terminal capitalization rates and market rent involved obtaining evidence to support the reasonableness of the
assumptions, including whether the assumptions used were consistent with evidence obtained in other areas of
the audit or third party market data. Professionals with specialized skill and knowledge were used to assist in
obtaining audit evidence over land comparables.

Chicago, Illinois
February 17, 2022

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

B-39

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, 2021 and 2020, 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, 2021, including the related notes and financial statement schedule listed in the
accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited
the Operating Partnership’s internal control over financial reporting as of December 31, 2021, 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, 2021 and 2020, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, the Operating
in all material respects, effective internal control over financial reporting as of
Partnership maintained,
December 31, 2021, 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 B-36. Our responsibility is to express opinions on the Operating Partnership’s
consolidated financial statements and on the Operating Partnership’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 Operating Partnership 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.

B-40

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.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit committee
and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and
(ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we
are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.

Purchase Price Allocation

As described in Notes 2 and 3 to the consolidated financial statements, upon acquisition of a property,
management allocates 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, construction in progress,
leasing commissions and lease intangibles including in-place lease assets and above market and below market
lease assets and liabilities. The purchase price is allocated to the fair value of the tangible assets of an acquired
property by valuing the property as if it were vacant. The determination of fair value for tangible assets includes
the use of significant assumptions such as land comparables, discount rates, terminal capitalization rates and
market rent assumptions. The Operating Partnership acquired four industrial properties for consideration of
approximately $38.7 million, of which approximately $12.7 million was recorded to land and $25.0 million to
building and improvements/construction in progress during the year ended December 31, 2021.

The principal considerations for our determination that performing procedures relating to purchase price
allocation is a critical audit matter are (i) the significant judgment by management when determining the fair
value estimates, which resulted in a high degree of auditor judgment, subjectivity and effort in performing
procedures and evaluating evidence relating to the fair value of land and building and improvements/construction
in progress,
terminal
capitalization rates and market rent; and (ii) the audit effort involved the use of professionals with specialized
skill and knowledge.

including the significant assumptions related to land comparables, discount rates,

Addressing the matter involved performing procedures and evaluating audit evidence in connection with
forming our overall opinion on the consolidated financial statements. These procedures included testing the
effectiveness of controls relating to the purchase price allocations, including controls over the valuation methods

B-41

and significant assumptions for the tangible assets, such as land comparables, discount rates,
terminal
capitalization rates and market rent. These procedures also included, among others, (i) reading the purchase and
sales agreements and (ii) testing management’s process for determining the fair value of land and building and
improvements/construction in progress,(iii) testing the completeness and accuracy of the data used in the fair
value estimates,
the valuation methods and (v) evaluating the
reasonableness of significant assumptions related to land comparables, discount rates, terminal capitalization
rates and market rent. Evaluating the significant assumptions relating to the land comparables, discount rates,
terminal capitalization rates and market rent involved obtaining evidence to support the reasonableness of the
assumptions, including whether the assumptions used were consistent with evidence obtained in other areas of
the audit or third party market data. Professionals with specialized skill and knowledge were used to assist in
obtaining audit evidence over land comparables.

(iv) evaluating the appropriateness of

Chicago, Illinois
February 17, 2022

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

B-42

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

Assets:

Investment in Real Estate:

ASSETS

December 31,
2021

December 31,
2020

(In thousands, except share
and per share data)

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

$1,387,198
3,020,221
239,025
(868,296)

$1,087,907
2,922,152
77,574
(832,393)

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

3,778,148

3,255,240

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

Amortization of $0 and $7,054 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Lease Right-of-Use Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Rent Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Leasing Intangibles, Net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid Expenses and Other Assets, Net

—
24,927
58,591
189
5,104
36,049
98,727
21,316
156,047

15,663
25,205
162,090
37,568
5,714
45,697
84,567
25,211
134,983

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

$4,179,098

$3,791,938

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 . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Leasing Intangibles, Net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rents Received in Advance and Security Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

79,674
993,021
458,325
79,000
153,096
22,592
9,252
98,588
37,178

$ 143,879
992,300
458,462
—
120,292
22,826
11,064
62,092
33,703

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

1,930,726

1,844,618

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

—

—

First Industrial Realty Trust Inc.‘s Equity:

Common Stock ($0.01 par value, 225,000,000 shares authorized and 131,747,725 and

129,051,412 shares issued and outstanding) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Paid-in Capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions in Excess of Accumulated Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated Other Comprehensive Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total First Industrial Realty Trust, Inc.‘s Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,317
2,376,026
(178,293)
(4,238)

2,194,812
53,560

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

2,248,372

1,290
2,224,691
(306,294)
(16,953)

1,902,734
44,586

1,947,320

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

$4,179,098

$3,791,938

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

B-43

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended
December 31,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

(In thousands, except per share data)

Revenues:

Lease Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$473,236
3,054

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

476,290

$437,543
10,485

448,028

$422,236
3,748

425,984

Expenses:

Property Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and Other Amortization . . . . . . . . . . . . . . . . . . . . . . .

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

131,300
34,610
130,953

296,863

Other Income (Expense):

Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . .

150,310
(44,103)
(3,423)

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

102,784

Income from Operations Before Equity in (Loss) Income of

Joint Ventures and Income Tax Provision . . . . . . . . . . . . .
Equity in (Loss) Income of Joint Ventures . . . . . . . . . . . . . . . . . . . . .
Income Tax Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net Income Attributable to the Noncontrolling Interests . . . . .

282,211
(161)
(4,879)

277,171
(6,174)

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

119,195
32,848
129,638

281,681

86,751
(51,293)
(3,428)

32,030

198,377
4,200
(2,408)

200,169
(4,180)

116,585
28,569
121,229

266,383

124,942
(50,273)
(3,218)

71,451

231,052
16,235
(3,406)

243,881
(5,106)

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

$270,997

$195,989

$238,775

Basic Earnings Per Share:

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

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

$

2.09

$

1.53

$

1.89

Diluted Earnings Per Share:

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

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

$

2.09

$

1.53

$

1.88

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

129,688

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

129,775

127,711

127,904

126,392

126,691

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

B-44

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended
December 31,
2021

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments to Settle Derivative Instruments . . . . . . . . . . . . . . . . . . . . .
Acceleration of Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . .
Mark-to-Market Gain (Loss) on Derivative Instruments . . . . . . . . . .
Amortization of Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . .

$277,171
—
—
12,567
410

Year Ended
December 31,
2020

(In thousands)
$200,169
—
201
(10,906)
410

Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive Income Attributable to Noncontrolling Interests . . .

290,148
(6,464)

189,874
(3,964)

Year Ended
December 31,
2019

$243,881
(3,149)
—
(7,671)
233

233,294
(4,884)

Comprehensive Income Attributable to First Industrial Realty

Trust, Inc.

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

$283,684

$185,910

$228,410

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

B-45

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Balance as of December 31, 2018 . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Loss . . . . . . . . . . . . . .
Stock Based Compensation Activity . . . . . . .
Common Stock Dividends and Unit

Distributions ($0.92 Per Share/Unit) . . . . .

Conversion of Limited Partner Units to

Common Stock . . . . . . . . . . . . . . . . . . . . . .
Reallocation—Additional Paid-in Capital . . .
Reallocation—Other Comprehensive

Income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance as of December 31, 2019 . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Loss . . . . . . . . . . . . . .
Issuance of Common Stock, Net of Issuance

Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Based Compensation Activity . . . . . . .
Common Stock Dividends and Unit

Distributions ($1.00 Per Share/Unit) . . . . .

Conversion of Limited Partner Units to

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

Contributions from Noncontrolling

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reallocation—Additional Paid-in Capital . . .
Reallocation—Other Comprehensive

Income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance as of December 31, 2020 . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Income . . . . . . . . . . . .
Issuance of Common Stock, Net of Issuance

Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock Based Compensation Activity . . . . . . .
Common Stock Dividends and Unit

Distributions ($1.08 Per Share/Unit) . . . . .

Conversion of Limited Partner Units to

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

Contributions from Noncontrolling

Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reallocation—Additional Paid-in Capital . . .
Reallocation—Other Comprehensive

Income . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Common
Stock

$1,263
—
—
2

Additional
Paid-in
Capital

$2,131,556
—
—
4,397

Distributions
in Excess of
Accumulated
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

$(490,807)
238,775
—
(1,696)

$ 3,502
—
(10,365)
—

Noncontrolling
Interests

Total

$34,397
5,106
(222)
1,877

$1,679,911
243,881
(10,587)
4,580

(2,415)

(119,522)

—

5
—

—

— (117,107)

7,191
(2,297)

—

—
—

—

—

—
—

(7,196)
2,297

(20)

20

—
—

—

$1,270
—
—

$2,140,847
—
—

$(370,835)
195,989
—

$ (6,883)
—
(10,079)

$33,864
4,180
(216)

$1,798,263
200,169
(10,295)

18
—

—

2

—
—

—

78,331
3,243

—
(2,975)

— (128,473)

2,088

—
182

—

—

—
—

—

—
—

—

—

—
—

9

$1,290
—
—

$2,224,691
—
—

$(306,294)
270,997
—

$(16,953)
—
12,687

25
1

1

—
—

—

145,443
1,825

—
(2,294)

— (140,702)

1,760

—
2,307

—

—

—
—

—

—
—

—

—

—
—

28

—
7,188

78,349
7,456

(2,470)

(130,943)

(2,090)

4,321
(182)

(9)

$44,586
6,174
290

—
9,519

—

4,321
—

—

$1,947,320
277,171
12,977

145,468
9,051

(2,941)

(143,643)

(1,761)

28
(2,307)

(28)

—

28
—

—

Balance as of December 31, 2021 . . . . . . . . . . .

$1,317

$2,376,026

$(178,293)

$ (4,238)

$53,560

$2,248,372

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

B-46

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended
December 31,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 277,171 $
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

200,169 $ 243,881

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Amortization, including Equity Based Compensation . . . . . . . . . . . . . . . . . . .
Equity in Loss (Income) of Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Involuntary Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments to Settle Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Straight-line Rental Income and Expense, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other

Assets, Net and Operating Lease Right-of-Use Assets . . . . . . . . . . . . . . . . . . . . . .

Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities,

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

107,876
3,423
31,181
161
—
(150,310)
—
—
(16,081)

102,533
3,428
35,231
(4,200)
4,279
(86,751)
(6,476)
—
(8,973)

98,333
3,218
28,780
(16,235)
15,959
(124,942)
—
(3,149)
(10,884)

(472)

3,861

(11,523)

13,946

(2,671)

22,095

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

266,895

240,430

245,533

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, Including Sales-Type Lease

Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in Escrow Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Involuntary Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions to and Investments in Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Investing Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(352,922)

(220,223)

(152,744)

(314,084)

(198,496)

(294,633)

234,726
(4,461)
—
(1,550)
21,407
61

203,864
(14,950)
6,476
(42,744)
19,938
(5,603)

254,416
(23,113)
—
(210)
8,711
2,187

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

(416,823)

(251,738)

(205,386)

CASH FLOWS FROM FINANCING ACTIVITIES:

Financing and Equity Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from the Issuance of Common Stock, Net of Underwriter’s Discount . . . . . .
Tax Paid on Vested Equity Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common Stock Dividends and Unit Distributions Paid . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments on Mortgage Loans Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Senior Unsecured Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments on Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions from Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6,452)
145,760
(5,126)
(139,710)
(64,450)
—
289,000
(210,000)
28

(3,363)
78,718
(5,944)
(127,338)
(30,146)
300,000
247,000
(405,000)
4,321

(954)
—
(4,384)
(117,214)
(123,250)
150,000
415,000
(257,000)
—

Net Cash Provided by Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9,050

58,248

62,198

Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Cash, Cash Equivalents and Restricted Cash, Beginning of Year

(140,878)
199,658

46,940
152,718

102,345
50,373

Cash, Cash Equivalents and Restricted Cash, End of Year

. . . . . . . . . . . . . . . . . . $

58,780 $

199,658 $ 152,718

SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Paid, Net of Interest Expense Capitalized in Connection with Development

Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

44,184 $

48,849 $

47,801

B-47

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

Year Ended
December 31,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

(In thousands)

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

12,140 $

6,847 $

5,757

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

3,366 $

1,573 $

3,583

Cash Paid for Operating Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

3,261 $

2,821 $

2,084

Supplemental Schedule of Non-Cash Operating Activities:

Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets . . . . . . . . . . . $

819 $

1,341 $

22,871

Supplemental Schedule of Non-Cash Investing and Financing Activities:

Common Stock Dividends and Unit Distributions Payable . . . . . . . . . . . . . . . . . . . . . . $

37,178 $

33,703 $

30,567

Exchange of Limited Partnership Units for Common Stock:

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

(1,761) $
1
1,760

(2,090) $
2
2,088

(7,196)
5
7,191

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

— $

— $

—

Lease Reclassification from Operating Lease to Sales-Type Lease:

Lease Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building, Net of Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Rent Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets, Net of Accumulated Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on Sale Recognized Due to Lease Reclassification . . . . . . . . . . . . . . . . . . . . . . . . $

— $
—
—
—
—

— $

Assumption of Other Assets in Connection with the Acquisition of Real Estate . . . . . . . . $

3,611 $

— $
—
—
—
—

— $

— $

54,521
(24,803)
(17,845)
(2,073)
(1,194)

8,606

—

Assumption of Liabilities in Connection with the Acquisition of Real Estate . . . . . . . . . . $

1,990 $

18,579 $

1,466

Accounts Payable Related to Construction in Progress and Additions to Investment in

Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

82,526 $

34,008 $

51,107

Tenant Improvements Funded by Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

28,559 $

— $

—

Write-off of Fully Depreciated Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

(36,799) $

(45,302) $

(37,892)

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

B-48

FIRST INDUSTRIAL, L.P.

CONSOLIDATED BALANCE SHEETS

Assets:

Investment in Real Estate:

ASSETS

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

$1,387,198
3,020,221
239,025
(868,296)

$1,087,907
2,922,152
77,574
(832,393)

December 31,
2021

December 31,
2020

(In thousands, except Unit data)

Net Investment in Real Estate (including $277,984 and $245,396 related to

consolidated variable interest entities, see Note 5)

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

3,778,148

3,255,240

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

Amortization of $0 and $7,054 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Lease Right-of-Use Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Rent Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Leasing Intangibles, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid Expenses and Other Assets, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—
24,927
58,591
189
5,104
36,049
98,727
21,316
165,282

15,663
25,205
162,090
37,568
5,714
45,697
84,567
25,211
144,353

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

$4,188,333

$3,801,308

LIABILITIES AND PARTNERS’ CAPITAL

Liabilities:

Indebtedness:

Mortgage Loans Payable, Net (including $0 and $6,292 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 . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Leasing Intangibles, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rents Received in Advance and Security Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

79,674
993,021
458,325
79,000
153,096
22,592
9,252
98,588
37,178

$ 143,879
992,300
458,462
—
120,292
22,826
11,064
62,092
33,703

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

1,930,726

1,844,618

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

—

—

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

General Partner Units (131,747,725 and 129,051,412 units outstanding) . . . . . . . . . . . . .
Limited Partners Units (2,935,203 and 2,713,142 units outstanding) . . . . . . . . . . . . . . . .
Accumulated Other Comprehensive Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,175,549
81,435
(4,331)

2,252,653
4,954

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

2,257,607

1,898,635
70,435
(17,308)

1,951,762
4,928

1,956,690

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

$4,188,333

$3,801,308

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

B-49

FIRST INDUSTRIAL L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended
December 31,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

(In thousands, except per Unit data)

Revenues:

Lease Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$473,236
3,054

$437,543
10,485

$422,236
3,748

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

476,290

448,028

425,984

Expenses:

Property Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and Other Amortization . . . . . . . . . . . . . . . . . . . . . . .

131,300
34,610
130,953

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

296,863

Other Income (Expense):

Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . .

150,310
(44,103)
(3,423)

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

102,784

Income from Operations Before Equity in (Loss) Income of

Joint Ventures and Income Tax Provision . . . . . . . . . . . . .
Equity in (Loss) Income of Joint Ventures . . . . . . . . . . . . . . . . . . . . .
Income Tax Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net Income Attributable to the Noncontrolling Interests . . . . .

282,211
(161)
(4,879)

277,171
(133)

119,195
32,848
129,638

281,681

86,751
(51,293)
(3,428)

32,030

198,377
4,200
(2,408)

200,169
(235)

116,585
28,569
121,229

266,383

124,942
(50,273)
(3,218)

71,451

231,052
16,235
(3,406)

243,881
(253)

Net Income Available to Unitholders and Participating

Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$277,038

$199,934

$243,628

Basic Earnings Per Unit:

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

Diluted Earnings Per Unit:

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

$

$

2.10

2.09

$

$

1.54

1.53

$

$

1.89

1.88

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

131,740

129,752

128,831

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

132,237

130,127

129,241

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

B-50

FIRST INDUSTRIAL L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended
December 31,
2021

Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments to Settle Derivative Instruments . . . . . . . . . . . . . . . . . . . . .
Acceleration of Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . .
Mark-to-Market Gain (Loss) on Derivative Instruments . . . . . . . . . .
Amortization of Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . .

$277,171
—
—
12,567
410

Year Ended
December 31,
2020

(In thousands)
$200,169
—
201
(10,906)
410

Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive Income Attributable to Noncontrolling Interests . . .

$290,148
(133)

$189,874
(235)

Year Ended
December 31,
2019

$243,881
(3,149)
—
(7,671)
233

$233,294
(253)

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

$290,015

$189,639

$233,041

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

B-51

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FIRST INDUSTRIAL, L.P.

Balance as of December 31, 2018 . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Loss . . . . . . . . . . .
Stock Based Compensation Activity . . . .
Unit Distributions ($0.92 Per Unit) . . . . .
Conversion of Limited Partner Units to

General Partner Units . . . . . . . . . . . . .

Contributions from Noncontrolling

Interests . . . . . . . . . . . . . . . . . . . . . . . .

Distributions to Noncontrolling

Interests . . . . . . . . . . . . . . . . . . . . . . . .

Balance as of December 31, 2019 . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Loss . . . . . . . . . . .
Contribution of General Partner Units,

Net of Issuance Costs . . . . . . . . . . . . .
Stock Based Compensation Activity . . . .
Unit Distributions ($1.00 Per Unit) . . . . .
Conversion of Limited Partner Units to

General Partner Units . . . . . . . . . . . . .

Contributions from Noncontrolling

Interests . . . . . . . . . . . . . . . . . . . . . . . .

Distributions to Noncontrolling

Interests . . . . . . . . . . . . . . . . . . . . . . . .

Balance as of December 31, 2020 . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Income . . . . . . . . .
Contribution of General Partner Units,

Net of Issuance Costs . . . . . . . . . . . . .
Stock Based Compensation Activity . . . .
Unit Distributions ($1.08 Per Unit) . . . . .
Conversion of Limited Partner Units to

General Partner Units . . . . . . . . . . . . .

Contributions from Noncontrolling

Interests . . . . . . . . . . . . . . . . . . . . . . . .

Distributions to Noncontrolling

Interests . . . . . . . . . . . . . . . . . . . . . . . .

General
Partner
Units

Limited
Partner
Units

Accumulated
Other
Comprehensive
Income (Loss)

$1,619,342
238,522
—
2,703
(117,107)

$66,246
5,106
—
1,877
(2,415)

$ 3,574
—
(10,587)
—
—

7,196

(7,196)

—

—

—

—

—

—

—

$1,750,656
195,745
—

$63,618
4,189
—

$ (7,013)
—
(10,295)

78,349
268
(128,473)

—
7,188
(2,470)

2,090

(2,090)

—

—

—

—

—
—
—

—

—

—

$1,898,635
270,855
—

$70,435
6,183
—

$(17,308)
—
12,977

145,468
(468)
(140,702)

—
9,519
(2,941)

1,761

(1,761)

—

—

—

—

—
—
—

—

—

—

Noncontrolling
Interests

Total

$ 857
253
—
—
—

—

32

(119)

$1,023
235
—

—
—
—

—

4,401

(731)

$4,928
133
—

—
—
—

—

64

$1,690,019
243,881
(10,587)
4,580
(119,522)

—

32

(119)

$1,808,284
200,169
(10,295)

78,349
7,456
(130,943)

—

4,401

(731)

$1,956,690
277,171
12,977

145,468
9,051
(143,643)

—

64

(171)

(171)

Balance as of December 31, 2021 . . . . . . . .

$2,175,549

$81,435

$ (4,331)

$4,954

$2,257,607

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

B-52

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended
December 31,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

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

277,171 $

200,169 $

243,881

Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Amortization, including Equity Based Compensation . . . . . . . . . . . . . . . . . . . . . . . .
Equity in Loss (Income) of Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Involuntary Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments to Settle Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Straight-line Rental Income and Expense, Net
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets,
Net and Operating Lease Right-of-Use Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities, Rents

Received in Advance and Security Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

107,876
3,423
31,181
161
—
(150,310)
—
—
(16,081)

102,533
3,428
35,231
(4,200)
4,279
(86,751)
(6,476)
—
(8,973)

98,333
3,218
28,780
(16,235)
15,959
(124,942)
—
(3,149)
(10,884)

(337)

4,512

(11,436)

13,946

(2,671)

22,095

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

267,030

241,081

245,620

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, Including Sales-Type Lease

Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase in Escrow Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Involuntary Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions to and Investments in Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Investing Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(352,922)

(220,223)

(152,744)

(314,084)

(198,496)

(294,633)

234,726
(4,461)
—
(1,550)
21,407
61

203,864
(14,950)
6,476
(42,744)
19,938
(5,603)

254,416
(23,113)
—
(210)
8,711
2,187

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

(416,823)

(251,738)

(205,386)

CASH FLOWS FROM FINANCING ACTIVITIES:

Financing and Equity Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contribution of General Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Paid on Vested Equity Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unit Distributions Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions from Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments on Mortgage Loans Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Senior Unsecured Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments on Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6,452)
145,760
(5,126)
(139,710)
64
(171)
(64,450)
—
289,000
(210,000)

Net Cash Provided by Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8,915

Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash . . . . . . . . . . . . . . . . . .
Cash, Cash Equivalents and Restricted Cash, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . .

(140,878)
199,658

(3,363)
78,718
(5,944)
(127,338)
4,401
(731)
(30,146)
300,000
247,000
(405,000)

57,597

46,940
152,718

(954)
—
(4,384)
(117,214)
32
(119)
(123,250)
150,000
415,000
(257,000)

62,111

102,345
50,373

Cash, Cash Equivalents and Restricted Cash, End of Year . . . . . . . . . . . . . . . . . . . . . . . $

58,780 $

199,658 $

152,718

SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Paid, Net of Interest Expense Capitalized in Connection with Development

Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

44,184 $

48,849 $

47,801

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

12,140 $

6,847 $

5,757

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

3,366 $

1,573 $

3,583

B-53

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

Year Ended
December 31,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

Cash Paid for Operating Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

3,261 $

2,821 $

2,084

(In thousands)

Supplemental Schedule of Non-Cash Operating Activities:

Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets . . . . . . . . . . . . . . . $

819 $

1,341 $

22,871

Supplemental Schedule of Non-Cash Investing and Financing Activities:

General and Limited Partner Unit Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

37,178 $

33,703 $

30,567

Exchange of Limited Partner Units for General Partner Units:

Limited Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
General Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,761) $
1,761

(2,090) $
2,090

(7,196)
7,196

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

— $

— $

—

Lease Reclassification from Operating Lease to Sales-Type Lease:

Lease Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building, Net of Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Rent Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets, Net of Accumulated Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gain on Sale Recognized Due to Lease Reclassification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

— $
—
—
—
—

— $

Assumption of Other Assets in Connection with the Acquisition of Real Estate . . . . . . . . . . . . $

3,611 $

— $
—
—
—
—

— $

— $

54,521
(24,803)
(17,845)
(2,073)
(1,194)

8,606

—

Assumption of Liabilities in Connection with the Acquisition of Real Estate . . . . . . . . . . . . . . $

1,990 $

18,579 $

1,466

Accounts Payable Related to Construction in Progress and Additions to Investment in Real

Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

82,526 $

34,008 $

51,107

Tenant Improvements Funded by Tenant

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

28,559 $

— $

—

Write-off of Fully Depreciated Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

36,799 $

(45,302) $

(37,892)

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

B-54

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,

together with that of the Operating Partnership,

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 97.8% and 97.9% ownership interest (“General Partner Units”) at December 31, 2021 and 2020,
respectively. The Operating Partnership also conducts operations through several 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
in the Operating
partners of the Other Real Estate Partnerships. The Company’s noncontrolling interest
Partnership of approximately 2.2% and 2.1% at December 31, 2021 and 2020, respectively, represents the
aggregate partnership interest held by the limited partners thereof (“Limited Partner Units” and together with the
General Partner Units, the “Units”). The limited partners of the Operating Partnership are persons or entities who
contributed their direct or indirect interests in properties to the Operating Partnership in exchange for common
Limited Partner Units of the Operating Partnership and/or recipients of RLP Units of the Operating Partnership
(see Note 6) pursuant to the Company’s stock incentive plan.

We also own equity interests in, and provide various services to joint ventures (the “Joint Ventures”),
through a wholly-owned TRS of the Operating Partnership. The Joint Ventures are accounted for under the
equity method of accounting. The operating data of the Joint Ventures is not consolidated with that of the
Company or the Operating Partnership as presented herein. One of the Joint Ventures sold its remaining acres of
land and ceased operations during the year ended December 31, 2021. See Note 5 for more information related to
Joint Ventures.

Profits, losses and distributions of the Operating Partnership, the LLCs, the Other Real Estate Partnerships,
the TRSs and the Joint Ventures 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, 2021, we owned 410 industrial properties located in 19 states, containing an aggregate
of approximately 61.4 million square feet of gross leasable area (“GLA”). Of the 410 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.

B-55

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements at December 31, 2021 and 2020 and for each of the
years ended December 31, 2021, 2020 and 2019 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, 2021 and
2020, and the reported amounts of revenues and expenses for each of the years ended December 31, 2021, 2020
and 2019. 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. We
maintain cash and cash equivalents in banking institutions that may exceed amounts insured by the Federal
Deposit Insurance Corporation. We have not realized any losses of such cash investments or accounts and
mitigate risk by using nationally recognized banking institutions.

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 or will be returned to us after the mandatory time period has expired. The carrying amount
approximates fair value due to the short term maturity of these investments. For purposes of our consolidated
statements of cash flows, changes in restricted cash are aggregated with cash and cash equivalents.

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). 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. 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. Estimated future net cash flows are based on estimates of future operating performance
and market conditions. 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 equal to the amount in which carrying value exceeds the estimated fair value of the property or group of
properties. The assessment of fair value requires the use of estimates and assumptions relating to the timing and
amounts of cash flow projections, discount rates and terminal capitalization rates.

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 buyer’s

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

due diligence period, if any, has expired. At such time, the respective assets and liabilities are presented
separately on the consolidated balance sheets. Upon held for sale classification, we cease depreciation and value
the properties at the lower of depreciated cost or fair value, less costs to dispose.

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 and
tenant improvements. Such costs begin to be capitalized to the development projects from the point we are
undergoing activity necessary 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 construction 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
3 to 16
3 to 5
Lease Term

Construction expenditures for tenant improvements, leasehold improvements and leasing commissions
(inclusive of incentive compensation costs of personnel directly attributable to executed leases) are capitalized
and amortized over the terms of each specific lease. 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,
construction in progress, leasing commissions and lease intangibles including in-place lease assets and above
market and below market lease assets and liabilities. 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. The determination of fair
value includes the use of significant assumptions such as land comparables, discount rates, terminal capitalization
rates and market rent assumptions. Acquired above and below market lease intangibles are valued based on the
present value of the difference between prevailing market rental rates and the in-place rental rates measured over
a period equal to the remaining term of the lease for above market leases or the remaining term of the lease plus
the term of any below market fixed rate renewal options for below market leases. The value of above and below
market lease intangibles, which are included as assets or liabilities in the line item Deferred Leasing Intangibles,
Net are amortized as an increase or decrease to rental revenue over the remaining initial lease term, plus the term
of any below market fixed rate renewal options of the respective leases.

The purchase price is further allocated to in-place lease values based on an estimate of the lease revenue
received during a reasonable lease-up period as if the property was vacant on the date of acquisition. The value of
in-place lease intangibles, which are included in the line item Deferred Leasing Intangibles, Net are amortized
over the remaining initial lease term (including expected renewal periods) as adjustments to depreciation and
other amortization expense. If a tenant fully terminates its lease early, the unamortized portion of the tenant
improvements,
leasing commissions, above and below market intangibles and the in-place lease value is
immediately accelerated and fully amortized on the date of the termination.

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

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

economic benefits directly to investors or other owners, members or participants. Our typical acquisitions consist
of properties whereby substantially all the fair value or gross assets acquired is concentrated in a single asset
(land, building, construction in progress and in-place leases) and, therefore, will be accounted for as asset
acquisitions, which permits the capitalization of transaction costs to the basis of the acquired property.

Deferred leasing intangibles, net of accumulated amortization,

included in our total assets and total

liabilities consist of the following:

December 31,
2021

December 31,
2020

In-Place Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Above Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below Market Ground Lease Obligation . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$15,428
1,621
1,507
2,760

$18,253
1,948
1,552
3,458

Total Included in Total Assets, Net of $24,933 and $24,781 of

Accumulated Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$21,316

$25,211

Below Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,252

$11,064

Total Included in Total Liabilities, Net of $15,040 and $13,849 of

Accumulated Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 9,252

$11,064

Amortization expense related to in-place leases and tenant relationships was $4,498, $8,201 and $6,303 for
the years ended December 31, 2021, 2020 and 2019, respectively. Lease revenue increased by $1,442, $1,962
and $1,281 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,
2021 as follows:

Estimated Amortization
of In-Place Leases and
Tenant Relationships

Estimated Net Increase to
Rental Revenues Related to
Above and Below Market Leases

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,870
$3,325
$2,648
$2,082
$1,697

$1,353
$1,101
$1,120
$1,029
$ 942

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, except for the debt issuance costs related
to the unsecured credit facility which are included in the line item Prepaid Expenses and Other Assets, Net on the
consolidated balance sheets.

Investment in Joint Ventures

Investment in joint ventures represents a noncontrolling equity interest in two joint ventures. We have
determined to account for our investment in the joint ventures under the equity method of accounting, as we do

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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”). Under
the equity method of accounting, our share of earnings or losses of the joint ventures is reflected in income as
earned and contributions or distributions increase or decrease our investment in joint ventures as paid or
received, respectively. Differences between our carrying value of our investment in the joint ventures and our
underlying equity in such joint ventures are amortized and included as an adjustment to our equity in income
(loss).

On a periodic basis, management assesses whether there are any indicators that the value of our investment
in the joint ventures may be impaired. An investment is impaired only if our estimate of the fair value of
the investment is less than the carrying value of the investment, and such decline in value is deemed to be other
than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying
value of the investment over the value of the investment.

Noncontrolling Interests

Limited Partner Units are reported within Partners’ Capital in the Operating Partnership’s balance sheet as
of December 31, 2021 and 2020 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, 2021, 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.

Through a wholly-owned TRS of the Operating Partnership, we own a 43% interest in a joint venture that is
accounted for under the equity method of accounting. Our ownership interest in the joint venture is held through
a partnership (“Joint Venture II Partnership”) with a third party. We concluded that we hold the power to direct
the activities that most significantly impact the economic performance of the Joint Venture II Partnership. As a
result, we consolidate the Joint Venture II Partnership, which holds an aggregate 49% interest in Joint Venture II
(as defined in Note 5) and reflect the third party’s interest in the joint venture as Noncontrolling Interests within
the financial statements of the Company and Operating Partnership. See Note 5.

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 period during which an employee is required to provide service in exchange for
the award, generally the vesting period.

Revenue Recognition

We lease our properties to tenants under agreements that are classified as leases. We recognize, as rental
income, the total minimum lease payments under the leases on a straight-line basis over the lease term.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Generally, under the terms of our leases, the majority of property operating expenses, including real estate taxes,
insurance, and other property operating expenses are recovered from our tenants and recognized as tenant
recovery revenue in the same period we incur the related expenses. As the timing and straight-line pattern of
transfer to the lessee for rental revenue and the associated rental recoveries are the same and our leases qualify as
operating leases, we account for the present rental revenue and tenant recovery revenue as a single component
under Lease Revenue.

We assess the collectibility of lease receivables (including future minimum rental payments) both at
commencement and throughout the lease term. If we conclude that collection of lease payments is not probable at
lease commencement, we will recognize lease payments only as they are received. If our assessment of
collectibility changes during the lease term, any difference between the revenue that would have been received
under the straight-line method and the lease payments that have been collected will be recognized as a current
period adjustment to Lease Revenue and revenue will subsequently be accounted for on a cash basis until such
time that collection of future rent is deemed probable.

If a lease provides for tenant improvements, we determine whether we or the tenant is the owner of the
tenant improvements. 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 as revenue over the lease term. When
the tenant is the owner of the tenant improvements, we record any tenant improvement allowance funded as a
lease inducement and amortize it as a reduction of revenue over the lease term.

We recognize fees received from tenants to fully terminate their lease prior to the contractual end date on a

straight-line basis from the notification date through the revised lease end date.

Property Expenses

Property expenses include real estate taxes, utilities, repairs and maintenance, property insurance as well as
the cost of our property management personnel and other costs of managing our properties. We exclude from
property expenses certain lessor costs, such as real estate taxes, that the lessor contractually requires the lessee to
pay directly to a third party on its behalf. The amounts paid directly to third parties by lessee’s for lessor costs are
also excluded from lease revenues. Several of our leases require tenants to pay real estate taxes directly to taxing
authorities.

Lessee Accounting

We are a lessee on a limited number of ground and office leases and these operating lease agreements are
included within Operating Lease Right-of-Use Assets (“ROU”) and Operating Lease Liabilities on the
consolidated balance sheets. We elected the practical expedient to combine our lease and related nonlease
components for our lessee building leases. ROU assets represent our right to use an underlying asset for the lease
term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and
lease liabilities are recognized at the commencement date based on the present value of lease payments over the
lease term. Our variable lease payments consist of nonlease services related to the lease. Variable lease payments
are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation
for those payments is incurred. As most of our leases do not provide an implicit rate, we use information
available at lease commencement to estimate an appropriate incremental borrowing rate on a fully-collateralized
basis to determine the present value of lease payments. ROU assets also include any future minimum lease
payments made and exclude lease incentives. Many of our lessee agreements include options to extend the lease,
which we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Rental
expense for lease payments related to operating leases is recognized on a straight-line basis over the lease term.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Gain on Sale of Real Estate

Asset sales are generally recognized when control of the asset being sold is transferred to the buyer. As the
assets are sold, their costs and related accumulated depreciation, if any, are derecognized 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.

When leases contain purchase options, we assess the probability that the tenant will execute the purchase
option both at lease commencement or at the time the tenant communicates their intent to execute the purchase
option. If we determine the execution of the purchase option is likely, we will account for the lease as a sales-
type lease and derecognize the associated real estate assets on our balance sheet and record a gain or loss on sale.

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,
certain activities that we undertake may be conducted by entities which have elected to be treated as a TRS.
TRSs are subject to both federal, state and local income taxes. A benefit or provision has been made for federal,
state and local income taxes in the accompanying consolidated financial statements.

In accordance with partnership taxation, each of the partners of the Operating Partnership is responsible for

reporting their share of taxable income or loss.

Earnings Per Share and Earnings Per Unit (“EPS” and “EPU”)

We use the two-class method of computing earnings per common share or Unit, which is an earnings
allocation formula that determines earnings per share for common stock and any participating securities
according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Basic
net income per common share or Unit is computed by dividing net income available to common stockholders 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 stockholders 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

During the normal course of business, we have used derivative instruments for the purpose of managing
interest rate risk on anticipated offerings of long term debt. Receipts or payments that result from the settlement
of derivative instruments 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 is included in interest expense. Receipts or
payments resulting from derivative instruments used to convert floating rate debt
to fixed rate debt are
recognized as a component of interest expense.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively
reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow
hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of
occurring in accordance with our related assertions. We recognize all derivative instruments in the line items
Prepaid Expenses and Other Assets, Net or Accounts Payable, Accrued Expenses and Other Liabilities at fair
value. Changes in fair value of derivative instruments that are not designated in hedging relationships or that do
not meet the criteria of hedge accounting are recognized in earnings. For derivative instruments designated in
qualifying cash flow hedging relationships, changes in fair value related to the effective portion of the derivative
instruments are recognized in the line item Accumulated Other Comprehensive Income (Loss), whereas changes
in fair value of the ineffective portion are recognized in earnings. If it is determined that a derivative instrument
ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur,
we discontinue its cash flow hedge accounting prospectively and records the appropriate adjustment to earnings
based on the current fair value of the derivative instrument. The credit risks associated with derivative
instruments 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 the derivative instruments, 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.

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 Adopted

In March 2020, FASB issued Accounting Standards Update (“ASU”) No. 2020-04 Reference Rate Reform
(Topic 848). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over
time as reference rate reform activities occur. We elected to apply the hedge accounting expedients related to
probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index
upon which future hedged transactions will be based matches the index on the corresponding derivatives.
Application of these expedients preserves the presentation of derivatives consistent with past presentation. We
continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes
in the market occur.

3.

Investment in Real Estate

Acquisitions

The following table summarizes our acquisition of industrial properties and land parcels for the years ended
December 31, 2021, 2020 and 2019. We accounted for the properties and land parcels as asset acquisitions and
therefore capitalized transaction costs to the basis of the acquired assets. 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, 2021, 2020 or 2019.

Year Ended December 31,

2021

2020

2019

Number of Industrial Properties Acquired . . . . . . . . . . . . . . . . . .
GLA (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase Price of Industrial Properties Acquired . . . . . . . . . . . .
Purchase Price of Land Parcels Acquired (A) . . . . . . . . . . . . . . .

4
0.2
$ 38,727
302,223

8
1.5
$154,410
69,617

9
0.5
$ 66,805
81,082

Total Purchase Price (B)

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

$340,950

$224,027

$147,887

(A) For the year ended December 31, 2021,

includes $3,857, $1,434 and $183 allocated to building

improvements/construction in progress, other assets and in-place leases, respectively.

(B) Purchase price excludes closing costs.

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, 2021 and
2020:

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and Improvements/Construction in Progress . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In-Place Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Above Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended December 31,

2021

2020

$309,475
28,839
1,663
973
—
—

$121,353
97,138
1,790
5,174
134
(1,562)

Total Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$340,950

$224,027

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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, 2021, 2020 and

2019:

Year Ended December 31,

2021

2020

2019

Number of Industrial Properties Sold (A) . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GLA (in millions) (B)
Gross Proceeds from the Sale of Real Estate (B) . . . . . . . . . . . . .
Gain on Sale of Real Estate (B) . . . . . . . . . . . . . . . . . . . . . . . . . .

29
2.9
$243,407
$150,310

29
1.9
$153,351
$ 86,751

40
5.9
$315,768
$124,942

(A) Included as one industrial property for each of the years ended December 31, 2021, 2020 and 2019 is the

sale of multiple industrial condominium units.

(B) Gross proceeds and gain on sale of real estate include the sale of one land parcel for the year ended
December 31, 2021 and several land parcels for the year ended December 31, 2019. In addition, included in
the above table for the year ended December 31, 2019, is 0.6 million square feet of GLA, gross proceeds of
$54,521 and gain on sale of $8,606 related to the reclassification of a lease from an operating lease to a
sales-type lease that was recorded as a lease receivable as of December 31, 2019 and collected during 2020.
See Note 10 for additional information.

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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,
2021

December 31,
2020

Interest
Rate at
December 31,
2021

Effective
Interest
Rate at
Issuance

Mortgage Loans

Payable, Gross . . . . . . . . . . . . . . . $ 79,764
(90)

Unamortized Debt Issuance Costs . . .

$144,214 4.03% – 4.17% 4.03% – 4.17%

(335)

Maturity
Date

September 2022 –
August 2028

Mortgage Loans Payable, Net . . . . . $ 79,674

$143,879

Senior Unsecured Notes, Gross
2027 Notes . . . . . . . . . . . . . . . . . . . . .
2028 Notes . . . . . . . . . . . . . . . . . . . . .
2032 Notes . . . . . . . . . . . . . . . . . . . . .
2027 Private Placement Notes . . . . . .
2028 Private Placement Notes . . . . . .
2029 Private Placement Notes . . . . . .
2029 II Private Placement Notes . . . .
2030 Private Placement Notes . . . . . .
2030 II Private Placement Notes . . . .
2032 Private Placement Notes . . . . . .

6,070
31,901
10,600
125,000
150,000
75,000
150,000
150,000
100,000
200,000

6,070
31,901
10,600
125,000
150,000
75,000
150,000
150,000
100,000
200,000

Subtotal . . . . . . . . . . . . . . . . . . . . . . . $998,571
Unamortized Debt Issuance Costs . . .
(5,491)
Unamortized Discounts . . . . . . . . . . .
(59)

$998,571
(6,206)
(65)

Senior Unsecured Notes, Net

. . . . . $993,021

$992,300

Unsecured Term Loans, Gross
2015 Unsecured Term Loan (A) . . . . $260,000
2020 Unsecured Term Loan . . . . . . .
2021 Unsecured Term Loan (A) . . . .

200,000

$260,000
— 200,000
—

7.15%
7.60%
7.75%
4.30%
3.86%
4.40%
3.97%
3.96%
2.74%
2.84%

7.11% 5/15/2027
8.13% 7/15/2028
7.87% 4/15/2032
4.30% 4/20/2027
3.86% 2/15/2028
4.40% 4/20/2029
4.23% 7/23/2029
3.96% 2/15/2030
2.74% 9/17/2030
2.84% 9/17/2032

2.89%
N/A
1.84%

N/A
N/A
N/A

9/12/2022
N/A
7/7/2026

Subtotal . . . . . . . . . . . . . . . . . . . . . . . $460,000
Unamortized Debt Issuance Costs . . .
(1,675)

$460,000
(1,538)

Unsecured Term Loans, Net . . . . . . $458,325

$458,462

Unsecured Credit Facility (B) . . . . . $ 79,000

$

—

0.88%

N/A

7/7/2025

(A) The interest rate at December 31, 2021 also reflects derivative instruments which 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 $4,577 and $1,049 as of December 31, 2021 and 2020,
respectively, which are included in the line item Prepaid Expenses and Other Assets, Net.

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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, 2021 and 2020, we paid off mortgage loans in the amount of $60,471

and $25,448, respectively.

As of December 31, 2021, mortgage loans payable are collateralized, and in some instances cross-
collateralized, by industrial properties with a net carrying value of $133,613. We believe the Operating
Partnership and the Company were in compliance with all covenants relating to mortgage loans as of
December 31, 2021.

Senior Unsecured Notes, Net

During the year ended December 31, 2020, the Operating Partnership issued $100,000 of 2.74% Series F
Guaranteed Senior Notes Due September 17, 2030 (the “2030 II Private Placement Notes”) and $200,000 of
2.84% Series G Guaranteed Senior Notes due September 17, 2032 (the “2032 Private Placement Notes”) in a
private placement pursuant to a Note and Guaranty Agreement dated July 7, 2020.

During the year ended December 31, 2019, the Operating Partnership issued $150,000 of 3.97% Series E
Guaranteed Senior Notes Due July 23, 2029 (the “2029 II Private Placement Notes”) in a private placement
pursuant to a Note and Guaranty Agreement dated May 16, 2019.

The 2029 II Private Placement Notes, the 2030 II Private Placement Notes and the 2032 Private Placement
Notes (together with senior notes issued in a private placement in prior years, the “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.

Unsecured Term Loans, Net

On September 11, 2015, we entered into a seven-year, $260,000 unsecured loan (the “2015 Unsecured Term
Loan”) with a syndicate of financial institutions. At December 31, 2021, the 2015 Unsecured Term Loan requires
interest-only payments and bears interest at a variable rate based on LIBOR plus 110 basis points. The interest
rate is subject to adjustment based on our leverage ratio or, at our election, our investment grade rating. We may
request the borrowing capacity under the 2015 Unsecured Term Loan be increased to $360,000, subject to certain
restrictions.

On July 7, 2021, we amended and restated our 2020 Unsecured Term Loan to, among other things, extend
the maturity date of this $200,000 unsecured term loan (as amended and restated, the “2021 Unsecured Term
Loan”, and together with the 2015 Unsecured Term Loan, the Unsecured Term Loans”) to July 7, 2026. At
December 31, 2021, the 2021 Unsecured Term Loan requires interest-only payments and bears interest at a
variable rate based on LIBOR plus 85 basis points. The interest rate is subject to adjustment based on our
leverage and investment grade rating. We may request the borrowing capacity under the 2021 Unsecured Term
Loan to be increased to $460,000, subject to certain restrictions.

Unsecured Credit Facility

On July 7, 2021, we amended and restated our $725,000 revolving credit agreement with a new $750,000
revolving credit agreement (as amended and restated, the “Unsecured Credit Facility”). The Unsecured Credit
Facility matures on July 7, 2025, unless extended at our option pursuant to two six-month extension options,
subject to certain conditions. At December 31, 2021, the Unsecured Credit Facility requires interest-only

B-66

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

payments and bears interest at a variable rate based on LIBOR plus 77.5 basis points and a facility fee of 15 basis
points. The interest rate and facility fee are each subject to adjustment based on our leverage and investment
grade rating. We may request that the borrowing capacity under the Unsecured Credit Facility be increased to
$1,000,000, subject to certain restrictions.

Indebtedness

The following is a schedule of the stated maturities and scheduled principal payments of our indebtedness,

exclusive of discounts and debt issuance costs, for the next five years as of December 31, and thereafter:

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter

Amount

$ 329,464
321
335
79,349
200,364
1,007,502

Total

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

$1,617,335

The Unsecured Credit Facility, our 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 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, 2021. 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.

Fair Value

At December 31, 2021 and 2020, the fair value of our indebtedness was as follows:

December 31, 2021

December 31, 2020

Carrying
Amount (A)

Fair
Value

Mortgage Loans Payable, Net . . . . . . . . . . . . . . . . . . . .
Senior Unsecured Notes, Net
. . . . . . . . . . . . . . . . . . . .
Unsecured Term Loans . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . .

$

79,764
998,512
460,000
79,000

$

81,700
1,070,067
460,486
79,000

Carrying
Amount (A)

$ 144,214
998,506
460,000
—

Fair
Value

$ 148,770
1,096,262
458,207
—

Total

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

$1,617,276

$1,691,253

$1,602,720

$1,703,239

(A) The carrying amounts include unamortized 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

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 rates, as advised by our bankers, 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.

5. Variable Interest Entities

The Other Real Estate Partnerships are variable interest entities (“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, net of intercompany amounts:

December 31,
2021

December 31,
2020

Assets:

ASSETS

Net Investment in Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Lease Right-of-Use Assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred Rent Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid Expenses and Other Assets, Net . . . . . . . . . . . . . . . . . . . . . . . .

$277,984
13,087
9,126
10,984
9,480

$245,396
13,173
4,090
9,219
8,077

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

$320,661

$279,955

LIABILITIES AND PARTNERS’ CAPITAL

Liabilities:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgage Loans Payable, Net
Accounts Payable, Accrued Expenses and Other Liabilities . . . . . . . . .
Operating Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rents Received in Advance and Security Deposits . . . . . . . . . . . . . . . .
Partners’ Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

—
9,496
10,277
7,470
293,418

$

6,292
10,067
10,304
4,130
249,162

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

$320,661

$279,955

Joint Ventures

Through a wholly-owned TRS of the Operating Partnership, we own a 49% interest in a joint venture (“Joint
Venture I”) and 43% interest in another joint venture (“Joint Venture II”, together with Joint Venture I, the “Joint
leasing, operating and
Ventures”). The Joint Ventures were both formed for the purpose of developing,
potentially selling land located in the Phoenix, Arizona metropolitan area. During the year ended December 31,
2021, Joint Venture I sold its remaining acres of land and ceased operations.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under the operating agreements for each of the Joint Ventures, we act as the managing member and are
entitled to receive fees for providing management, leasing, development, construction supervision, disposition
and asset management services. In addition, both of the Joint Ventures’ operating agreements provide us the
ability to earn incentive fees based on the ultimate financial performance of each of the Joint Ventures.

During the years ended December 31, 2021 and 2020, we earned fees of $407 and $951, respectively, from
the Joint Ventures related to asset management and development services we provided to the Joint Ventures, of
which we deferred recognition of $86 and $361, respectively, due to our economic interest in the Joint Ventures.
These fees are recorded in the Other Revenue line item in the consolidated statements of operations. At
December 31, 2021 and 2020, we had a receivable from the Joint Ventures of $56 and $90, respectively.

Net income of the Joint Ventures for the years ended December 31, 2021 and 2020 was $14,905 and
$13,568, respectively. Included in net income during the year ended December 31, 2021 is gain on sale of real
estate of $15,160 related to the sale of 138 net developable acres of land for which our economic share of the
gain on sale, inclusive of incentive fees, is $10,166. However, since the Company was the purchaser of the 138
net developable acres from Joint Venture I, we netted our portion of gain on sale and incentive fees against the
basis of the land acquired. Included in net income during the year ended December 31, 2020 is gain on sale of
real estate of $13,932 related to the sale of a 0.6 million square foot building as well as 93 net developable acres
of land for which our economic share of the gain on sale, inclusive of incentive fees, is $9,501. However, since
the Company was the purchaser of the 0.6 million square foot building from Joint Venture I, we netted our
portion of gain on sale and incentive fees of $4,781 against the basis of the real estate acquired.

For the period ended May 11, 2021 and the year ended December 31, 2020, we earned incentive fees of
$3,024 and $2,674, respectively, from Joint Venture I, for which $3,024 and $1,338, respectively, was netted
against the basis of the real estate we acquired from Joint Venture I. The incentive fees not netted against the
basis of the real estate are reflected in the Equity In Income of Joint Ventures line item in the consolidated
statements of operations.

As part of our assessment of the appropriate accounting treatment for the Joint Ventures, we reviewed the
operating agreements of each Joint Venture in order to determine our rights and the rights of our joint venture
partners, including whether those rights are protective or participating. Each operating agreement contains certain
protective rights, such as the requirement of both members’ approval to sell, finance or refinance the property
and to pay capital expenditures and operating expenditures outside of the approved budget. Also, we and our
Joint Venture partners jointly (i) approve the annual budget, (ii) approve certain expenditures, (iii) review and
approve the Joint Venture’s tax return before filing and (iv) approve each lease at a developed property. We
consider the latter rights substantive participation rights that result in shared, joint power over the activities that
most significantly impact the performance of each Joint Venture. As such, we concluded to account for our
investments in each Joint Venture under the equity method of accounting.

6. Equity of the Company and Partners’ Capital of the Operating Partnership

Noncontrolling Interest of the Company

The equity positions of various individuals and entities that contributed their properties to the Operating
Partnership in exchange for Limited Partner Units, as well as the equity positions of the holders of Limited
Partner Units issued in connection with the grant of restricted limited partner Units (“RLP Units”) pursuant to the
Company’s stock incentive plan, are collectively referred to as the “Noncontrolling Interests.” An RLP Unit is a
class of limited partnership interest of the Operating Partnership that is structured as a “profits interest” for U.S.
federal income tax purposes and is an award that is granted under our Stock Incentive Plan (see Note 11).

B-69

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Generally, RLP Units entitle the holder to receive distributions from the Operating Partnership that are equivalent
to the dividends and distributions that would be made with respect to the number of shares of Common Stock
underlying such RLP Units, though receipt of such distributions may be delayed or made contingent on vesting.
Once an RLP Unit has vested and received allocations of book income sufficient to increase the book capital
account balance associated with such RLP Unit (which will initially be zero) equal to, on a per-unit basis, the
book capital account balance associated with a “common” Limited Partner Unit of the Operating Partnership, it
automatically becomes a common Limited Partner Unit that is convertible by the holder into one share of
Common Stock or a cash equivalent, at the Company’s option. Net income is allocated to the Noncontrolling
Interests based on the weighted average ownership percentage during the period.

Noncontrolling Interest - Joint Venture II

Our ownership interest in Joint Venture II is held through the Joint Venture II Partnership with a third party.
We concluded that we hold the power to direct the activities that most significantly impact the economic
performance of Joint Venture II Partnership. As a result, we consolidate Joint Venture II Partnership and reflect
the third party’s interest in Joint Venture II as Noncontrolling Interests.

Operating Partnership Units

The Operating Partnership has issued General Partner Units and Limited Partner 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 as well as through the issuance of RLP Units. 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, 2021, the Operating Partnership could satisfy its
redemption obligations by making an aggregate cash payment of approximately $194,310 or by issuing
2,935,203 shares of the Company’s common stock.

Preferred Stock or General Partner Preferred Units

The Company has 10,000,000 shares of preferred stock authorized. As of December 31, 2021 and 2020,

there were no preferred shares or general partner preferred Units outstanding.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Shares of Common Stock or Unit Contributions

The following table is a roll-forward of the Company’s shares of common stock outstanding and the
Operating Partnership’s Units outstanding, including equity compensation awards which are discussed Note 11,
for the three years ended December 31, 2021:

Shares of
Common Stock
Outstanding

General Partner and
Limited Partner
Units Outstanding

Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . .

126,307,431

128,931,598

Issuance of Service Awards and Performance Awards (as

defined in Note 11)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vesting of Performance Units (as defined in Note 11) . . . . . . . . .
Repurchase and Retirement of Service Awards and Performance
Awards (as defined in Note 11) . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units (A) . . . . . . . . . . . . . . . . . . .

109,353
169,033

(76,855)
485,516

406,569
169,033

(89,978)
—

Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . .

126,994,478

129,417,222

Issuance of Common Stock/Contribution of General Partner
Units under our 2020 ATM Program (as further described
below)

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

Issuance of Service Awards and Performance Awards (as

defined in Note 11)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vesting of Performance Units (as defined in Note 11) . . . . . . . . .
Repurchase and Retirement of Service Awards and Performance
Awards (as defined in Note 11) . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units (A) . . . . . . . . . . . . . . . . . . .

1,842,281

1,842,281

—
107,752

(65,709)
172,610

464,975
107,752

(67,676)
—

Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . .

129,051,412

131,764,554

Issuance of Common Stock/Contribution of General Partner
Units under our 2020 ATM Program (as further described
below)

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

Issuance of Service Awards and Performance Awards (as

defined in Note 11)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vesting of Performance Units (as defined Note 11) . . . . . . . . . . .
Repurchase and Retirement of Service Awards and Performance
Awards (as defined in Note 11) . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units (A) . . . . . . . . . . . . . . . . . . .

2,513,758

2,513,758

—
133,803

(55,201)
103,953

337,685
133,803

(66,872)
—

Balance at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . .

131,747,725

134,682,928

(A) For the years ended December 31, 2021, 2020 and 2019, 103,953, 172,610 and 485,516 Limited Partner
Units, respectively, were converted into an equivalent number of shares of common stock of the Company,
resulting in a reclassification of $1,761, $2,090 and $7,196, respectively, of noncontrolling interest to the
Company’s equity.

B-71

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ATM Program

On February 14, 2020, we entered into distribution agreements with certain sales agents to sell up to
14,000,000 shares of the Company’s common stock, for up to $500,000 aggregate gross sales proceeds, from
time to time in “at-the-market” offerings (the “2020 ATM Program”). Under the terms of the 2020 ATM
Program, sales are to be made through 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 sales made through privately negotiated transactions. During the year ended December 31, 2021 we
issued 2,513,758 shares of the Company’s common stock under the ATM which resulted in $145,760 of
proceeds, which is net of the payment of compensation to certain sales agents of $1,472.

During the year ended December 31, 2020 we issued 1,842,281 shares of the Company’s common stock
under the ATM which resulted in $78,718 of proceeds, which is net of the payment of compensation to certain
sales agents of $795.

During the year ended December 31, 2019, the Company did not issue any shares of common stock through

ATM offerings.

Dividends/Distributions

The following table summarizes dividends/distributions accrued during the past three years:

2021
Total
Dividend/
Distribution

2020
Total
Dividend/
Distribution

2019
Total
Dividend/
Distribution

Common Stock/Operating Partnership Units . . . . . . . . . . . . .

$143,643

$130,943

$119,522

7. Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (loss) by

component for the Company and the Operating Partnership for the years ended December 31, 2021 and 2020:

Derivative
Instruments

Total for
Operating
Partnership

Comprehensive
Income (Loss)
Attributable to
Noncontrolling
Interest

Total for
Company

Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . .

$ (7,013)

$ (7,013)

$ 130

$ (6,883)

Other Comprehensive Loss Before Reclassifications . . . . . .
Amounts Reclassified from Accumulated Other

(17,422)

(17,422)

Comprehensive Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,127

7,127

Net Current Period Other Comprehensive Loss . . . . . . . .

(10,295)

(10,295)

225

—

225

(17,197)

7,127

(10,070)

Balance as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . .

$(17,308)

$(17,308)

$ 355

$(16,953)

Other Comprehensive Income Before Reclassifications . . . .
Amounts Reclassified from Accumulated Other

6,146

6,146

(262)

5,884

Comprehensive Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,831

6,831

Net Current Period Other Comprehensive Income . . . . . .

12,977

12,977

—

(262)

6,831

12,715

Balance as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . .

$ (4,331)

$ (4,331)

$ 93

$ (4,238)

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the reclassifications out of accumulated other comprehensive income (loss)

for both the Company and the Operating Partnership for the years ended December 31, 2021, 2020 and 2019:

Amount Reclassified from Accumulated
Other Comprehensive Loss (Income)

Year Ended
December 31,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

Affected Line Items in the
Consolidated Statements of
Operations

Accumulated Other Comprehensive (Income)
Loss Components

Derivative Instruments:

Amortization of Previously Settled

Derivative Instruments . . . . . . . . . . .

410

410

233

Interest Expense

Net Settlement Payments (Receipts) to

our Counterparties . . . . . . . . . . . . . . .

6,421

6,516

(1,217)

Interest Expense

Acceleration of 2020 Swap (as defined

in Note 12) . . . . . . . . . . . . . . . . . . . . .

—

201

— General & Administrative

$6,831

$7,127

$ (984)

Total

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow
hedges is recorded in other comprehensive income 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 $410 into net income by increasing interest expense for derivative instruments we settled in
previous periods. Additionally, recurring settlement amounts on the 2015 Swaps and 2021 Swaps (as defined in
Note 12) will also be reclassified to net income.

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,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

Numerator:

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

Common Stockholders and Participating Securities . . . . . . . . . .
Net Income Allocable to Participating Securities . . . . . . . . . . . . . .

$270,997
(299)

$195,989
(314)

$238,775
(518)

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

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

$270,698

$195,675

$238,257

Denominator (In Thousands):

Weighted Average Shares - Basic . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of Dilutive Securities:

129,688

127,711

126,392

Performance Units (See Note 11) . . . . . . . . . . . . . . . . . . . . . . . .

87

193

299

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

129,775

127,904

126,691

Basic EPS:

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

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

$

2.09

$

1.53

$

1.89

B-73

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Year Ended
December 31,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

Diluted EPS:

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

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

$2.09

$1.53

$1.88

The computation of basic and diluted EPU of the Operating Partnership is presented below:

Year Ended
December 31,
2021

Year Ended
December 31,
2020

Year Ended
December 31,
2019

Numerator:

Net Income Available to Unitholders and Participating

Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income Allocable to Participating Securities . . . . . . . . . . . . . .

$277,038
(770)

$199,934
(662)

$243,628
(732)

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

$276,268

$199,272

$242,896

Denominator (In Thousands):

Weighted Average Units - Basic . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of Dilutive Securities that Result in the Issuance of General

Partner Units:
Performance Units and certain Performance RLP Units (See

131,740

129,752

128,831

Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

497

375

410

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

132,237

130,127

129,241

Basic EPU:

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

Diluted EPU:

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

$

$

2.10

2.09

$

$

1.54

1.53

$

$

1.89

1.88

At December 31, 2021, 2020 and 2019, participating securities for the Company include 147,937, 211,920
and 296,371, respectively, of Service Awards (see Note 11), which participate in non-forfeitable distributions. At
December 31, 2021, 2020, and 2019, participating securities for the Operating Partnership include 378,548,
444,407 and 421,928, respectively, of Service Awards and certain Performance Awards (see Note 11), 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, 2021, 2020 and 2019, the Company qualified as a REIT and incurred no federal
income tax expense; accordingly, the only federal income taxes included in the accompanying consolidated

B-74

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

financial statements relate to activities of our TRSs. The components of the income tax provision for the years
ended December 31, 2021, 2020 and 2019 is comprised of the following:

Year Ended December 31,

2021

2020

2019

Current:
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred:
Federal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(2,458)
(1,936)

$(3,659)
(1,718)

$ (169)
(839)

(454)
(31)

2,969
—

(2,334)
(64)

Total Income Tax Provision . . . . . . . . . . . . . . . . . . . . .

$(4,879)

$(2,408)

$(3,406)

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, 2021, 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 2018 and
thereafter. There were no material interest or penalties recorded for the years ended December 31, 2021, 2020
and 2019.

Federal Income Tax Treatment of Common Dividends

For the years ended December 31, 2021, 2020 and 2019, the dividends paid to the Company’s common

shareholders per common share for income tax purposes were characterized as follows:

Ordinary Income (A) . . . . . . . . . .
Unrecaptured Section 1250

Capital Gain . . . . . . . . . . . . . . .
Other Capital Gain . . . . . . . . . . . .
Qualified Dividend . . . . . . . . . . . .

As a
Percentage
of
Distributions

2020

As a
Percentage
of
Distributions

2019

As a
Percentage
of
Distributions

2021

$0.9928

91.93% $0.5800

58.00% $0.7650

83.15%

0.0060
0.0128
0.0684

0.55%
1.19%
6.33%

0.2576
0.1624
—

25.76%
16.24%
0.00%

0.1074
0.0460
0.0016

11.68%
5.00%
0.17%

$1.0800

100.00% $1.0000

100.00% $0.9200

100.00%

(A) For the years ended December 31, 2021, 2020 and 2019, the Code Section 199A dividend is equal to the

total ordinary income dividend.

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.

B-75

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10. Leases

Lessee Disclosures

We are a lessee on a limited number of ground and office leases (the “Operating Leases”). Our office leases
have remaining lease terms of less than one year to five years and our ground leases have remaining terms of 33
years to 50 years. For the year ended December 31, 2021, we recognized $3,223 of operating lease expense,
inclusive of short-term and variable lease costs which are not significant.

The following is a schedule of the maturities of operating lease liabilities for the next five years as of

December 31, 2021, and thereafter:

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 2,792
2,643
2,397
2,170
1,716
57,198

Total Lease Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less Imputed Interest (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

68,916
(46,324)

Total

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

$ 22,592

(A) Calculated using the discount rate for each lease.

As of December 31, 2021, our weighted average remaining lease term for the Operating Leases is 38.9 years

and the weighted average discount rate is 7.1%.

A number of the Operating Leases include options to extend the lease term. For purposes of determining our
lease term, we excluded periods covered by an option since it was not reasonably certain at lease commencement
that we would exercise the options.

Lessor Disclosures

Our properties and certain land parcels are leased to tenants and classified as operating leases. Future
minimum rental receipts, excluding variable payments and tenant reimbursements of expenses, under non-
cancelable operating leases that commenced prior to December 31, 2021 are approximately as follows:

2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter

$ 352,334
323,782
282,254
244,008
199,231
485,799

Total

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

$1,887,408

B-76

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Several of our operating leases include options to extend the lease term and/or to purchase the building. For
purposes of determining the lease term and lease classification, we exclude these extension periods and purchase
options unless it is reasonably certain at lease commencement that the option will be exercised.

During the year ended December 31, 2019, a tenant exercised its lease option to purchase a 0.6 million
square foot building located in our Phoenix market. The option included a fixed purchase price and an expected
closing date in August 2020. At the time the tenant exercised the option, we reassessed the lease classification of
this lease and, based on various qualitative factors, we determined that it was reasonably certain the tenant would
close on the acquisition of the building. Accordingly, during the year ended December 31, 2019, we reclassified
the lease from an operating lease to a sales-type lease, which resulted in a gain on sale of $8,606. Additionally,
we derecognized the net book value of the property and recorded a lease receivable of $54,521 which represented
the discounted present value of the remaining lease payments and the fixed purchase option price. During the
year ended December 31, 2020, we closed on the sale of the property.

11. Long-Term Compensation

Equity Based Compensation

The Company maintains a stock incentive plan which is administered by the Compensation Committee of
the Board of Directors for which officers, certain employees and the Company’s independent directors are
eligible to participate in (the “Stock Incentive Plan”). Among other forms of allowed awards, awards made under
the Stock Incentive Plan during the three years ended December 31, 2021 have been in the form of restricted
stock awards, restricted stock unit awards, performance share awards and RLP Units (as defined in Note 6).
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, 2021, awards covering 2.8 million shares of common stock were available to
be granted under the Stock Incentive Plan. Under the Stock Incentive Plan, each RLP Unit counts as one share of
common stock for purposes of calculating the limit on shares that may be issued.

Awards with Performance Measures

During the years ended December 31, 2021, 2020 and 2019, the Company granted 58,568, 59,263, and
36,064 performance units (“Performance Units”), respectively to certain employees. In addition, the Company
granted 263,621, 322,477 and 166,942 RLP Units, respectively, for the years ended December 31, 2021, 2020
and 2019, with the same performance-based criteria as the Performance Units (“Performance RLP Units” and,
together with the Performance Units, collectively the “Performance Awards”) to certain employees. A portion of
the Performance Awards issued in 2021 and 2020 vest based upon the total shareholder return (“TSR”) of the
Company’s common stock compared to the TSR of the FTSE Nareit All Equity Index and the remainder vests
based upon the TSR of the Company’s common stock compared to nine other peer industrial real estate
companies. A portion of the Performance Awards issued in 2019 vest based upon the total shareholder return
(“TSR”) of the Company’s common stock compared to the TSR of the FTSE Nareit U.S. Real Estate Industrial
Index and the remainder vests based upon the TSR of the Company’s common stock compared to the MSCI US
REIT Index. The performance period for awards issued in 2021 is three years and compensation expense is
the end of the
charged to earnings over the applicable vesting period for the Performance Awards. At
measurement period, vested Performance Units convert into shares of common stock. The participant is also
entitled to dividend equivalents for shares or RLP Units issued pursuant to vested Performance Awards. The
Operating Partnership issues General Partner Units to the Company in the same amounts for vested Performance
Units.

B-77

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Performance Awards issued for the years ended December 31, 2021, 2020 and 2019, had fair value of
$7,162, $7,883, and $2,527, respectively. The fair values were determined by a lattice-binomial option-pricing
model based on Monte Carlo simulations using the following assumptions:

Year Ended
December 31, 2021

Year Ended
December 31, 2020

Year Ended
December 31, 2019

Expected dividend yield . . . . . . . . . . . . . . . .
Expected volatility - range used . . . . . . . . . .
Expected volatility - weighted average . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . .

2.22%

2.49%

3.02%
29.00% - 37.18% 16.25% - 17.56% 18.53% - 19.72%
19.10%
0.02% - 0.19% 1.63% - 1.68% 2.45% - 2.57%

32.44%

16.97%

Performance Award transactions for the year ended December 31, 2021 are summarized as follows:

Outstanding at December 31, 2020 . . . . . . . . .
Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Performance
Units

256,093
58,568
(8,118)
(164,045)

Outstanding at December 31, 2021 . . . . . . . . .

142,498

Weighted
Average
Grant Date
Fair Value

$14.86
$22.23
$18.96
$13.28

$19.47

Performance
RLP Units

479,179
263,621
(11,362)
(7,013)

724,425

Weighted
Average
Grant Date
Fair Value

$17.97
$22.23
$20.65
$20.65

$19.45

Service Based Awards

During the years ended December 31, 2021, 2020 and 2019, the Company awarded 67,127, 80,387, and
109,353 of restricted stock units or and restricted stock shares (“Service Units”), respectively, to certain
employees and outside directors. In addition, for the years ended December 31, 2021, 2020 and 2019, the
Company awarded 51,525, 119,596 and 112,428 RLP Units, respectively, (“Service RLP Units” and, together
with the Service Units, collectively the “Service Awards”) to certain employees and outside directors. The fair
value is based on the Company’s stock price on the date such awards were approved by the Compensation
Committee of the Board of Directors. The Service Awards granted to employees were based upon the prior
achievement of certain corporate performance goals and generally vest ratably over a period of three years based
on continued employment. Service Awards granted to outside directors vest after one year. The Operating
Partnership issued restricted Unit awards to the Company in the same amount for the restricted stock units.
Compensation expense is charged to earnings over the vesting periods for the Service Awards.

B-78

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Service Awards issued for the years ended December 31, 2021, 2020 and 2019 had fair value of $5,195,
$8,641 and $7,627, respectively. Service Award transactions for the year ended December 31, 2021 are
summarized as follows:

Outstanding at December 31, 2020 . . . . . . . . . . .
Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Service
Units

211,920
67,127
(2,508)
(128,602)

Weighted
Average
Grant Date
Fair Value

$36.35
$43.64
$41.59
$33.60

Service RLP
Units

184,569
51,525
—
(77,925)

Outstanding at December 31, 2021 . . . . . . . . . . .

147,937

$41.95

158,169

Weighted
Average
Grant Date
Fair Value

$39.62
$43.96
$ —
$38.49

$41.60

Compensation Expense Related to Long-Term Compensation

For the years ended December 31, 2021, 2020 and 2019, we recognized $13,719, $12,931 and $8,376,
respectively, in compensation expense related to Performance Awards and Service Awards. Performance Award
and Service Award compensation expense capitalized in connection with development activities was $2,405,
$2,030 and $870 for the years ended December 31, 2021, 2020 and 2019, respectively. At December 31, 2021,
we had $11,121 in unrecognized compensation related to unvested Performance Awards and Service Awards.
The weighted average period that the unrecognized compensation is expected to be recognized is 0.79 years.

Retirement Eligibility

Commencing January 1, 2020, all award agreements issued underlying Performance Awards and Service
Awards contain a retirement benefit for employees with at least 10 years of continuous service and that are at
least 60 years old. For employees that meet the age and service eligibility requirements, their awards are non-
forfeitable. As such, during the years ended December 31, 2021 and 2020, we expensed 100% of the awards
granted to retirement-eligible employees at the grant date as if fully vested. For employees who meet the age and
service eligibility requirements during the normal vesting periods, the grants are amortized over the shorter
service period.

401(k) Plan

Under

the Company’s 401(k) Plan, all eligible employees may participate by making voluntary
contributions, and we may make, but are not required to make, matching contributions. For the years ended
December 31, 2021, 2020 and 2019, total expense related to matching contributions was $1,186, $977 and $926,
respectively.

12. Derivative Instruments

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 these objectives, we primarily use derivative
instruments as part of our interest rate risk management strategy. Derivative instruments 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.

B-79

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We entered into interest rate swaps to manage our exposure to changes in the one-month LIBOR rate related
to our Unsecured Term Loans. We have six interest rate swaps, with an aggregate notional value of $260,000,
that fix the one-month LIBOR rate at a weighted average rate of 1.79% and mature on September 12, 2022 (the
“2015 Swaps”) and three interest rate swaps with an aggregate notional value of $200,000, that fix the one-month
LIBOR rate at 0.99% and mature on February 2, 2026 (the “2021 Swaps”). We also had four interest rate swaps,
with an aggregate notional value of $200,000, that fixed the one-month LIBOR rate at a weighted average rate of
2.29% and matured on January 29, 2021 (the “2014 Swaps”). We designated the 2014 Swaps, the 2015 Swaps
and the 2021 Swaps as cash flow hedges.

Additionally, during the year ended December 31, 2020, we entered into an interest rate swap to manage our
exposure to changes in the one-month LIBOR rate related to our Unsecured Credit Facility (the “2020 Swap”).
The 2020 Swap commenced April 1, 2020, matured on April 1, 2021, had a notional value of $150,000 and fixed
the one-month LIBOR rate at 0.42%. We initially designated the 2020 Swap as a cash flow hedge. During the
year ended December 31, 2020, however, we accelerated the reclassification of the fair value of the 2020 Swap
from other comprehensive income to earnings since the hedged forecasted transaction is no longer expected to be
probable to occur. The accelerated loss recorded on the 2020 Swap for the year ended December 31, 2020 was
not significant.

Our agreements with our derivative counterparties contain certain cross-default provisions that may be
triggered in the event that our other indebtedness is in default, subject to certain thresholds. As of December 31,
2021, 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.

B-80

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table sets forth our financial liabilities related to the 2014 Swaps, the 2015 Swaps, the 2020
Swap and the 2021 Swaps, which are included in the line item Accounts Payable, Accrued Expenses and Other
Liabilities and are accounted for at fair value on a recurring basis as of December 31, 2021 and 2020:

Fair Value Measurements at Reporting Date Using:

Fair Value at
December 31,
2021

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Unobservable
Inputs
(Level 3)

Description

Derivatives designated as a hedging

instrument:

Assets:
2021 Swaps . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities:
2015 Swaps . . . . . . . . . . . . . . . . . . . . . . . . .

Derivatives designated as a hedging

instrument:

Liabilities:
2014 Swaps . . . . . . . . . . . . . . . . . . . . . . . . .
2015 Swaps . . . . . . . . . . . . . . . . . . . . . . . . .
2021 Swaps . . . . . . . . . . . . . . . . . . . . . . . . .
Derivatives not designated as a hedging

instrument:

$ 1,341

$(2,668)

Fair Value at
December 31,
2020

$ (333)
$(7,317)
$(6,244)

Liabilities:
2020 Swap . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (106)

—

—

—
—
—

—

$ 1,341

$(2,668)

$ (333)
$(7,317)
$(6,244)

$ (106)

—

—

—
—
—

—

There was no ineffectiveness recorded on the 2015 Swaps or the 2021 Swaps during the year ended

December 31, 2021. See Note 7 for more information regarding our derivatives.

The estimated fair value of the 2014 Swaps, the 2015 Swaps, the 2020 Swap and the 2021 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, the 2015 Swaps, the 2020 Swap and the 2021 Swaps fell within Level 2 of
the fair value hierarchy.

13. Related Party Transactions

At December 31, 2021 and 2020, the Operating Partnership had receivable balances of $9,239 and $9,380,

respectively, from a direct wholly-owned subsidiary of the Company.

B-81

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

At December 31, 2021, we had outstanding letters of credit and performance bonds in the aggregate amount

of $24,871.

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, 2021, we had 17 industrial properties
totaling approximately 5.8 million square feet of GLA under construction. The estimated total investment
associated with these properties, as of December 31, 2021, is approximately $633,500 (unaudited). Of this
amount, approximately $349,400 (unaudited) remains to be funded. There can be no assurance that the actual
completion cost associated with these properties will not exceed the estimated total investment.

15. Subsequent Events

From January 1, 2022 to February 17, 2022, we acquired two industrial buildings and one land parcel for a

purchase price of $21,836, excluding transaction costs.

B-82

.

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FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2021

(b) Depreciation is computed based upon the following estimated lives:

Buildings and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Improvements, Leasehold Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7 to 50 years
3 to 16 years
Lease Term

At December 31, 2021, the aggregate cost of land and buildings and equipment, excluding construction in

progress, for federal income tax purpose was approximately $4.3 billion.

The changes in investment in real estate for the three years ended December 31, are as follows:

2021

2020

2019

Balance, Beginning of Year
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of Real Estate Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction Costs and Improvements . . . . . . . . . . . . . . . . . . . . . . . . .
Disposition of Real Estate Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of Fully Depreciated and Other Assets . . . . . . . . . . . . . . . . .

$4,109,896
347,190
351,453
(139,207)
(22,888)

(In thousands)
$3,830,209
247,250
160,491
(109,070)
(18,984)

$3,673,644
148,660
289,877
(258,639)
(23,333)

Balance, End of Year Including Real Estate Held for Sale . . . . . .
Real Estate Held for Sale (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$4,646,444
—

$4,109,896
(22,263)

$3,830,209
—

Balance, End of Year Excluding Real Estate Held for Sale . . . . .

$4,646,444

$4,087,633

$3,830,209

B-100

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
SCHEDULE III:
REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2021

The changes in accumulated depreciation for the three years ended December 31, are as follows:

2021

2020

2019

Balance, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation for Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposition of Real Estate Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of Fully Depreciated and Other Assets . . . . . . . . . . . . . . . . . . . . .

$839,349
107,876
(58,055)
(20,874)

(In thousands)
$804,780
102,533
(49,390)
(18,574)

$811,784
98,333
(82,919)
(22,418)

Balance, End of Year Including Real Estate Held for Sale . . . . . . . . . .
Real Estate Held for Sale (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$868,296
—

$839,349
(6,956)

$804,780
—

Balance, End of Year Excluding Real Estate Held for Sale . . . . . . . . .

$868,296

$832,393

$804,780

(A) The Real Estate Held for Sale at December 31, 2020 excludes $454 of other assets.

(B) The Real Estate Held for Sale at December 31, 2020 excludes $98 of accumulated amortization related to

the other assets.

B-101

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

Dividend/Distribution
Declared

December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$66.48
$56.69
$53.91
$47.39
$44.30
$44.09
$40.93
$46.01

$53.08
$52.08
$46.92
$40.64
$39.75
$37.99
$30.52
$27.09

$0.27
$0.27
$0.27
$0.27
$0.25
$0.25
$0.25
$0.25

As of February 16, 2022, the Company had 333 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 122 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 2021.

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, 2021, the Operating Partnership issued 337,685 Limited Partner Units
in connection with the issuance of equity compensation, inclusive of Limited Partner Units issued related to
dividends accrued on the underlying common stock, to certain employees and directors. See Note 11 to the
Consolidated Financial Statements for more information.

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

B-102

redeemed as of December 31, 2021, the Operating Partnership could satisfy its redemption obligations by making
an aggregate cash payment of approximately $194.3 million or by issuing 2,935,203 shares of the Company’s
common stock.

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 REIT peers. The
historical information set forth below is not necessarily indicative of future performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN (A)
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

12/16

12/17

12/18

12/19

12/20

12/21

(A) $100 invested on 12/31/16 in stock or index, including reinvestment of dividends. Fiscal year ending

December 31.

12/16

12/17

12/18

12/19

12/20

12/21

. . . . . . $100.00 $115.48 $108.97 $160.57 $167.29 $268.19
FIRST INDUSTRIAL REALTY TRUST, INC.
S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100.00 $121.83 $116.49 $153.17 $181.35 $233.41
FTSE NAREIT Equity REITs . . . . . . . . . . . . . . . . . . . . $100.00 $105.23 $100.36 $126.45 $116.34 $166.64

(A) 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.

B-103

CORPORATE MANAGEMENT AND DIRECTORS

CORPORATE MANAGEMENT
Peter E. Baccile
Director, President and Chief Executive Officer

Scott A. Musil
Chief Financial Officer

Johannson L. Yap
Chief Investment Officer and
Executive Vice President — West 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 and Asset Management

Jennifer Matthews Rice
General Counsel and Secretary

Arthur J. Harmon
Vice President — Investor Relations and Marketing

Sara Niemiec
Chief Accounting Officer

DIRECTORS
Matthew S. Dominski†‡§
Chairman
First Industrial Realty Trust, Inc.

Peter E. Baccile‡
Director, President and Chief Executive Officer
First Industrial Realty Trust, Inc.

Teresa B. Bazemore*
President, Chief Executive Officer Federal Home Loan Bank of
San Francisco
Director
T. Rowe Price Funds

H. Patrick Hackett, Jr.* †‡
Principal
HHS Co.
Chairman
Wintrust Financial Corporation

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
Southern Company Gas

Marcus Smith‡§
Director
MSCI Inc.

Committee Membership Legend
*
†
‡
§

Audit Committee
Compensation Committee
Investment Committee
Nominating/Corporate
Governance Committee

B-104

CORPORATE AND STOCKHOLDER INFORMATION

To contact First Industrial’s Audit Committee:
Chair of the Audit Committee
c/o First Industrial Realty Trust, Inc.
One North Wacker Drive, Suite 4200
Chicago, IL 60606

To contact First Industrial’s Nominating/Corporate
Governance Committee:
Chair of the Nominating/Corporate
Governance Committee
c/o First Industrial Realty Trust, Inc.
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.
One North Wacker Drive, Suite 4200
Chicago, IL 60606

Executive Office
First Industrial Realty Trust, Inc.
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 50500 Louisville, KY 40233-5000
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., 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 virtually on
Wednesday, May 4, 2022, at 9:00 A.M. CDT over
the Internet.

B-105

[THIS PAGE INTENTIONALLY LEFT BLANK]

FIRSTINDUSTRIAL.COM