2023
LETTER TO SHAREHOLDERS
NOTICE OF ANNUAL MEETING
PROXY STATEMENT
2022
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 2023 Annual Meeting of Stockholders
How to Attend the Virtual 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
2022 Director Compensation Table
Proposal 2 — Advisory Vote on Executive Compensation
Compensation Discussion and Analysis
Compensation Committee Report
Summary Compensation Table
2022 Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End 2022
2022 Option Exercises and Stock Vested
Potential Payments Upon Termination or Change in Control
Pay Versus Performance Comparison
CEO Pay Ratio
Equity Compensation Plans
Proposal 3 — Advisory Vote on the Frequency of Holding Future Advisory Votes on
Executive Compensation
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 4 — 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 — 2023 Annual Meeting of Stockholders Reservation Request Form
Appendix B — 2022 Annual Report
2023
Letter to Shareholders
In 2022, the First Industrial team delivered outstanding operating and financial results. The focus,
dedication and hard work of the past decade has positioned us well to serve our customer’s
growing logistics needs while continuing to drive cash flow growth and value creation through
the business cycle. We continue to maintain strong capital allocation discipline with a focus on
U.S. only, coastal markets where land is difficult to come by and where annual rent growth leads
the nation. This investment strategy, along with our consistent portfolio management processes,
drove record results in 2022. With our portfolio already highly occupied, our team was successful
in increasing occupancy by 70 basis points in 2022 to end the year at 98.8%. We grew cash rents
on new and renewal leases with commencements during the year by 26.7%. Based largely on our
performance on these metrics, combined with growth from our contractual rent escalations, we
grew our cash same store net operating income by 10.1%. I once again congratulate my fellow
team members for helping us to achieve new company records for each of these three metrics.
Our business and results are supported by extraordinary fundamentals in the logistics sector.
The ongoing supply chain transformation necessitated by the secular driver of e-commerce/
omnichannel fulfillment, as well as long-term economic growth more broadly, have created what
has become a long-term shortage of modern, highly functional logistics facilities. Simply put, our
customers are growing rapidly, their space needs continue to evolve and grow and they have few
alternatives, thus creating a leasing dynamic which strongly favors the landlord.
Net absorption in 2022 across the nation’s top markets was 424 million square feet, exceeding
new completions of 398 million square feet according to CBRE-EA’s figures as of the date of
this letter. National vacancy ended the year at just 3%, so tenants’ choices remain limited. As
such, the environment remains supportive of further rent growth. In our portfolio per our latest
earnings call in February, that is very much the case. With 50% of 2023 lease expirations in the
books, our cash rental rate increase was 33% for leases commencing in 2023, and our outlook for
“The focus, dedication and hard work of the
past decade has positioned us well to serve
our customer’s growing logistics needs while
continuing to drive cash flow growth and value
creation through the business cycle.”
S O U T H E R N
C A L I F O R N I A
24.5%
O F R E N TA L I N C O M E
FIFIFIRSRSRSSSRSTTTTT WIWIWIWILSLSLSLSL ONONONONONNNNNNNONNNN LLLLLLLLLLOGOGOGOGOGOGOGOGOOGOO ISISISISISISISISSSI TITITITITITITITTITICSCSCSCSCSCSCSCSCS CCCCCCCENENENENENENNENENENENENENNE TETETETETTTETERRR RR RRRR RRR I II I ||||||| SOUTTUTTTUTUTHHHEHEHEHEHEHEHEHHHH RNRNRNNNNNNNNRN CCCCALALAA IFFFFFFFFORORORORORORORORORORNIA
|
the full year is even better. Our heightened expectations for strong
cash rental rate growth for the balance of 2023 are due in large part
to an overweighting in the lease roll from our assets in Southern
California. As of the fourth quarter, Southern California is our largest
market at nearly 25% of rental income and where market rent growth
has dramatically outperformed the broader national market.
As we look ahead, we are expecting a fair amount of new supply to be
delivered nationally in 2023. CBRE-EA pegs that number at 386 million square feet, roughly in line
with new deliveries in 2022. For us, the national numbers can be an informative indicator, but
we are primarily focused at what’s happening within the key submarkets where we concentrate
our existing portfolio and new investments. With our emphasis on land-constrained, coastal
and other infill locations, we see competing new supply to be measured. Notwithstanding the
superior fundamentals in our target submarkets, before we launch any new project, we re-assess
the local fundamentals and the competition specific to that location and size range. We are
currently seeing a number of planned development projects in our markets hitting the “pause
button” as a result of higher capital costs due to higher interest rates and increased overall return
requirements.
A distinguishing factor for First Industrial from our public peers is that our primary driver of
external growth is our strategy to develop new assets prior to securing a tenant. Over many
years, we have established a particular expertise and a flawless track record in generating value
from this strategy. During 2022, our team continued this track record of execution and value
R E C O R D R E S U L T S
98.8%
98.1%
100%
99%
98%
97%
96%
95%
95.7%
26.7%
16.2%
13.5%
30%
25%
20%
15%
10%
5%
10.1%
5.3%
4.4%
12%
10%
8%
6%
4%
2%
2020
2021
2022
2020
2021
2022
2020
2021
2022
YEAR-END
OCCUPANCY
CASH RENTAL RATE
GROWTH
CASH SAME STORE
NOI GROWTH
FIF RSRSTT LOLOGIGISTSTICICS S CECENTNTERR @@ 22833 - BBLDLDG.G. AA || CECENTNTRARALL PA
|
creation from sourcing new sites, working through the entitlement process (which can take as
much as 24 months), construction and lease-up. For the year, we placed in service 4.1 million
square feet of developments for a total investment of $448 million. All were 100% leased with a
weighted average first year cash yield of 6.6%. This cash yield is approximately 200 basis points
above prevailing market capitalization rates implying $1.40 per share of value creation. Over the
past ten years, we have built and placed in service nearly 24 million square feet of predominantly
speculative developments with a first year cash yield of 7.1%. These developments represent
38% of our current portfolio by square footage.
We are excited about the 3.6 million square feet of buildings we have underway, located entirely
in the coastal-oriented markets of Southern and Northern California, Florida and Pennsylvania.
With a total projected investment of $556 million and projected cash yield of 7.3%, we look
forward to realizing the significant value creation potential in these assets. We also have another
2.1 million square feet of high quality distribution centers that we completed in the third and
fourth quarters of 2022. We look forward to keeping you up to date on our leasing progress as we
continue to generate substantial cash flow growth and value
from our new developments.
One final word on our developments, we are extremely proud
of the overall quality of our finished product, as well as our
development processes, which focus on energy and resource
efficiency and other environmentally-friendly features. We
recently established a LEED volume program by which we can
fast-track certification after approval of our prototype by the
U.S. Green Building Council. After a rigorous review in 2022,
we obtained approval of our prototype and are in the review
process for three specific assets seeking Silver certification
at a minimum. From there, we will submit all newly
completed developments for certification.
FIFIRSRSTT NANANDN INA LOGISTICSS CCENTN ER I & II
SOUTHERNN CCALALIFIFORORNINIAA
4.1 MSF
Placed In Service
2.1 MSF
Completed Not In Service
3.6 MSF
Under Construction
14 MSF
Developable Land
FIFIFIFIFFIFIFIFIFIFIFIRSRSRRSRSRSRSRRSRRRRR TTTTTTTTTTTTT BOBOBOBOBOORDRDRDRDDDDRDRDR ENENENENENENENENNENNTOTOTOTOTOTOOTOTOTOTOTOOOT WNWNWNWNWNWNWNWNWWNWWNWWNWNWW LLLLLLLLLLLLLLOGOGOGOGOGOGOGOGOGOGOOGOOGGISISISISISISIISISISISTITITITITITITTITTTICSCSCSCSCSCSCSCSCSCSCSCSCS CCCCCCCCCCENENENENENENENNNNNNNTETETETETETETETEEETETETETETET R RR R RRRR RRRRRR ||||| CECCCCCCC NTNTTRARRARAARARAR L L L LLL NJNJNJNJNJNJNJJNJNJNJJ
|
The transaction market for existing assets hit a lull during the second half of 2022. Rising interest
rates and overall borrowing costs, a slow-down in capital availability as well as increased return
expectations changed the value equation for many deals creating a wide “bid-ask” spread between
buyers and sellers. Despite the volatility in the marketplace, we successfully executed some key
sales at attractive pricing as part of our regular portfolio management efforts, generating $178
million of sales proceeds for redeployment. Most notable was our $107 million sale in which we
exited the Cleveland market, as well as a sizeable asset sale in Minneapolis for $54 million. As
a seller of select assets, we often find the best execution is to users as well as to tax motivated
buyers. We have been patient sellers and this strategy has served us well as vacancies in our
markets have reached all-time lows driving above trend rent growth and higher values.
The volatility in the capital markets may lead to buying opportunities for First Industrial and, to
that end, we will remain opportunistic. Our focus remains on acquisitions that are complementary
to our existing portfolio, almost exclusively in coastal markets, which often include a future value-
add component through redevelopment or future lease-up at higher rental rates. However, there
remains significant investor interest in logistics real estate so we don’t anticipate distressed sales
or significant reduction in asking prices. We do expect that the increase in borrowing costs will
lead to fewer new development deliveries in 2024 which will further support the already supply
constrained markets in which we operate and invest.
Through our sole joint venture at the Camelback 303 business park in Phoenix in which our
share is 43%, we have generated significant value. During 2022, we levered the strength of our
platform for a successful land sale as well as 1.8 million square feet of new development. We
sold 391 acres to a data center user which generated a pre-tax gain on First Industrial’s stake of
$100 million. We also launched the construction of three buildings, ranging in size from 376,000
square feet to 959,000 square feet, to capitalize on tenant demand in the highly sought-after 303
logistics corridor.
FIFIRSRSTT PARK @@ PPV303 - BLDG. CC || PHPHOEENININIXXX
You have often heard me talk about the importance of maintaining
a “fortress balance sheet”. For us that means maintaining low
leverage, a high fixed charge coverage ratio, cultivating long-
standing, broad and deep relationships with capital sources
and maintaining a manageable maturity schedule. Reflecting
back upon the unpredictable events of 2020 and 2022, it’s easy
to see the wisdom in our approach. Notwithstanding extreme
volatility in the capital markets, we continued to improve our
capital position in 2022. In April, we closed on a new $425
million unsecured term loan facility, maturing in October of
2027, to refinance a $260 million unsecured term loan expiring
last September. The additional proceeds gave us the flexibility
to pay off another debt maturity and to help fund our profitable
development pipeline. Through interest rate swaps we fixed the
rate at 3.64%. We also closed a new $300 million term loan in
August that we swapped to a fixed interest rate of 4.88%. Our
only floating rate debt today is our line of credit. We also further
improved our maturity schedule. Including embedded extension
options, we have no debt maturities until 2026.
S T R O N G
B A L A N C E S H E E T
40%
35%
30%
25%
20%
7.0x
6.0x
5.0x
4.0x
2018
2019
2020
2021
2022
TOTAL LEVERAGE (1)
When we talk about maintaining a strong balance sheet, access
to a broad base of capital sources, and a focus on generating
strong cash flow growth, we do so with the dividend in mind. We
aim to consistently pay a quarterly dividend that grows each year
all while maintaining a payout ratio that is amongst the lowest in
our sector. For the first quarter of 2023, we declared a dividend
of $0.32 per share which represented an 8.5% increase from the
prior rate. This represents a payout ratio of approximately 70%
based on our anticipated AFFO for 2023 as defined in our supplemental information reports.
2019
2018
2020
3.0x
(1) Based on LOC and term loan agreements.
(2) Per our supplemental information repor ts.
(DEBT + PREFERRED)
TO EBITDA (2)
2021
2022
As we look ahead, we are excited about our prospects for driving additional growth and value.
We have opportunities to grow rents within our existing portfolio through built-in escalators
as well as significantly increasing rental rates at lease expiration. We
will also deliver cash flow and value creation opportunities through
our completed and in process developments. Our land holdings have
embedded value created from our sourcing and entitlement efforts
with a market value today north of $800 million; two times its book
value. Our current land holdings can support approximately $2 billion
L A N D
H O L D I N G S
FIRST PARK MIAMII || SO
SOSOSOS UTHH FLFLFLORORO IDIIDAA
O
$2 BILLION
O F P OT E N T I A L
N E W D E V E LO P M E N T
of new development at today’s cost estimates comprising 14 million square feet. We have been
achieving development yields that exceed the yields for comparable in-place assets by 50% to
75%. Additionally, more than 60% of these potential future investments would be located in the
higher barrier markets of California and Florida. Of course, all of these efforts rely on leasing, the
life blood of our business.
I’d like to end by thanking our board of directors who is tireless in their pursuit of excellence and
who provide us with valuable insights, guidance and support. Thank you to my First Industrial
teammates across all of our markets for your commitment to be the best you can be every day.
Not only do you serve our shareholders admirably but you also dedicate your time and money
to the communities in which we all live and work to help make life a bit easier for so many. I
would also like to acknowledge the amazing work of our property teams who for more than
a decade have delivered industry-leading customer service as measured by the independent
Kingsley Index.
Thank you to our customers for the opportunity to serve your supply chain needs and all of our
business partners that contribute so much to our success. Last but not least, thank you to our
shareholders for entrusting us with your capital. We will continue to work diligently every day to
earn that privilege.
Peter E. Baccile
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 3, 2023
NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of First Industrial Realty
Trust, Inc. (the “Company”) will be held on Wednesday, May 3, 2023 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/MK7HQWT. 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 2024 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 indicate, on an advisory (i.e. non-binding) basis, the frequency with which the Company’s stockholders would like to
cast an advisory vote on the compensation of the Company’s Named Executive Officers; and
4.
To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2023.
We may also ask you to consider and act upon any other matters that may properly be brought before the Annual Meeting, and at
any adjournments or postponements thereof, if applicable.
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, 2023 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
April 5, 2023
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 3, 2023.
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
2024 Annual Meeting of Stockholders, and until their successors
are duly elected and qualified
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
Indicate, on an advisory (i.e. non-binding) basis, the frequency
with which the Company’s stockholders would like to cast an
advisory vote on the compensation of the Company’s Named
Executive Officers
3.
4. Ratify the appointment of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2023
FOR
each nominee
FOR
EACH YEAR
FOR
4
17
45
50
FIRST INDUSTRIAL AT A GLANCE
First Industrial Realty Trust, Inc. (NYSE: FR),
a leading fully integrated owner, operator, and developer of industrial real estate
26.7%
Record FY Cash Rental
Rate Growth
98.8%
Record Year-End
Occupancy
10.1%
Record Cash Same Store NOI
Growth for FY
8.5%
Dividend
Increase From 2022-2023
3.6 MSF
Under Construction, 100%
Coastal Orientation
13.8+ MSF
Developable on Strategic
Sites for Future Growth
FIRST INDUSTRIAL REALTY TRUST, INC.
One North Wacker Drive
Suite 4200
Chicago, Illinois 60606
PROXY STATEMENT
2023 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 3, 2023
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 2023 Annual Meeting of Stockholders of the
Company to be held on Wednesday, May 3, 2023, 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 Wednesday, May 3, 2023.
At the Annual Meeting, stockholders will be asked to vote: (i) to elect seven directors to the Board of Directors to
serve until the 2024 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 Executive Officers as disclosed in this
Proxy Statement; (iii) to indicate, on an advisory (i.e. non-binding) basis,
the frequency with which the Company’s
stockholders would like to cast an advisory vote on the compensation of the Company’s Named Executive Officers; and (iv) to
ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the
current fiscal year. Stockholders may also be asked to act on any other matters properly brought before them at the Annual
Meeting, if applicable.
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy Card are first being sent to
stockholders on or about April 5, 2023. The Board of Directors has fixed the close of business on March 9, 2023 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 132,211,367
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; (iii) to indicate, on an advisory basis, the frequency with which the Company’s stockholders
would like to cast an advisory vote on the compensation of our Named Executive Officers and (iv) 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/
MK7HQWT. You will need your 15-digit control number included on your Proxy Card in order to attend the meeting.
1
You may attend the virtuat
lly on the Internet. Please folff
l Annual Meeting if you are a stockholder of record, a proxy of a stockholder of record, or a
benefiff cial owner of our Common Stock with evidence of ownership. If you are a registered stockholder (i.e., you hold your
shares through our transfeff r agent, Computershare Inc. (“Computershare”)), you do not need to register to attend the Annual
tions on the notice or Proxy Card that you received. If you hold your
Meeting virtuat
shares in “street name” through an intermediary,rr
such as a bank or broker, you are invited to attend the annual meeting as the
benefiff cial owner of your shares, but because you are not the stockholder of record you must register in advance to attend the
lly on the Internet by submitting proof of your proxy power (legal proxy) reflff ecting your First Industrial
Annual Meeting virtuat
registration frff om “street name” stockholders
holdings along with your name and email address to Computershare. Requests forff
must be labea
led as “Legal Proxy” and be received no later than 4:00 PM CT on April 28, 2023. You will receive a confiff rmation
of your registration by email aftff er we receive your registration materials.
low the instrucr
“Street name” stockholders should direct requests forff
registration as folff
lows:
ByB EmEE ail:
Forward
legalproxy@computershare.com
email
the
frff om your
broker,
or
attach
an
image
of
your
legal
proxy,
to
ByB MaiMM l:
Computershare
First Industrial Realty Trusr
P.O. Box 43001
Providence, RI 02940-3001
t, Inc. Legal Proxy
If you wish to attend the Annual Meeting via webcast at a location provided by us, we intend to air the webcast at our
any stockholders who request to participate
offff iff ces located at One North Wacker Drive, Suite 4200, Chicago, Illinois 60606 forff
in the virtuat
l 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 unabla e to provide access to our
offff iff ce forff
the Annual Meeting due to public health or other safeff ty measures, we will provide notice of an alternative location to
all stockholders that deliver a completed Reservation Request Form.
pp
HOW TO VOTE YOUR SHARES
our vote is important. Your shares can be voted at the Annual Meeting only if (i) you are present in person by
l Annual Meeting via webcast and you vote your shares electronically at such meeting, as described in this
attending the virtuat
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 folff
tions
described on your Proxy Card, (ii) by calling the toll-frff ee number (forff
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. IfII you authtt orizii e your proxy
elell ctrtt onicallll yll
one,e you do not need tott return your PrPP oxy CarCC d.
thtt e websitii ett or by tett lell phee
lowing the instrucr
thtt roughu
tions forff
“Street name” stockholders who have received this Proxy Statement frff om their bank, broker or other nominee should
directing how that bank, broker or nominee should vote such stockholder’s shares. It will be the
have received instrucrr
the stockholder in the manner directed.
bank’s, broker’s or other nominee’s responsibility to vote the stockholder’s shares forff
The stockholder must complete, execute and returt n the voting instrucrr
tion forff m in the envelope provided by the broker. “Street
name” stockholders who desire to vote electronically at the Annual Meeting must obtain a “legal proxy” frff om the bank, broker
or other nominee that 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 forff
director named in this Proxy Statement; (ii) FOR
the approval, on an advisory basis, of the compensation of our Named Executive Offff iff cers; (iii) to indicate, on an
advisory basis, that the stockholder vote on executive compensation should be held EACH YEAR; (iv) FOR the
ratififf cation of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public
2
accounting fiff rm forff
properly come beforff
have not received notice of any matters other than those set forff
anticipated that any other matters will be presented at the Annual Meeting.
the current fiff scal year and (v) in their own discretion with respect to any other business that may
e the stockholders at the Annual Meeting or at any adjd ournments or postponements thereof.ff We
th in this Proxy Statement and, accordingly, it is not
A stockholder of record may revoke a proxy at any time beforff e it has been exercised by fiff ling a written revocation with
, authorizing a proxy again on the Internet or by
the Secretaryrr of the Company at the address of the Company set forff
, properly executing and delivering a
telephone (only the latest Internet or telephone proxy will be counted) as described above
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 furff
ther action) of a stockholder at the Annual Meeting will not constitutt e 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 forff m frff om the institutt
ion that holds their shares prior to the Annual Meeting.
a
th above
a
BROKER NON-VOTES
Under the rulrr es of the New York Stock Exchange (the “NYSE”), brokers generally may vote on routine matters, such
as the ratififf cation of an independent public accounting fiff rm, but may not vote on non-routine matters, such as the election of
directors, unless they have received voting instrucr
tions frff om the person forff 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
tions frff om the stockholder on how to vote on that matter, the bank, broker or other nominee will returt n the Proxy Card to
instrucr
the Company, indicating that he or she does not have the authority to vote on that matter. This is generally refeff rred to as a
“broker non-vote” and may affff eff ct the outcome of the voting on those matters, as discussed below.
the ratififf cation of the appoi
ntment of PricewaterhouseCoopers LLP
The proposal described in this Proxy Statement forff
as the Company’s independent registered public accounting fiff rm forff
the fiff scal year ended December 31, 2023 is considered a
routine matter under the NYSE rulr es. Each of the other proposals is considered a non-routine matter under NYSE rulr es and
could result in broker non-votes. Broker non-votes will not be counted as votes cast and, accordingly, will have no effff eff ct on the
es. We thereforff e
result of the vote forff
encourage stockholders to provide directions to their broker as to how the stockholder wants their shares voted on all matters to
be brought beforff e the Annual Meeting. The stockholder should do this by carefulff
tions the broker gives
the stockholder concerning its procedures. This ensures that the stockholder’s shares will be voted at the meeting.
these non-routine matters. However, broker non-votes will be counted forff
lowing the instrucr
quorumrr
r
purpos
ly folff
a
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.
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: 61
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, Gaming, Diversified Industrials, Paper
Packing and Building Products, and Transportation. Before that he served as Global Head of J.P. Morgan’s Real Estate,
Lodging and Gaming Investment Banking Group for 10 years. Mr. Baccile is a member of the National Association of Real
Estate Investment Trusts (NAREIT), 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: 63
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 Directors of the Southern
California Chapter of the International Women’s Forum. Ms. Bazemore formerly served on the Board of Trustees of the
University of Virginia Foundation, for which she also served as the Chair of the Audit Committee, and formerly served as an
Advisory Board member of the University of Virginia Center for Politics. 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, and we
have deemed her to be an “audit committee financial expert.”
Board Committee: Audit Committee
5
Matthew S. Dominski
Director since 2010
Age: 68
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: 71
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: 57
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 formerly was a board member of CyrusOne, Inc., 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, and we have determined her to be an “audit committee financial
expert.”
Board Committees: Audit Committee, Compensation Committee
6
John E. Rau
Director since 1994
Age: 74
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: 56
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 of 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 60
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
became Vice President in 1991, with responsibility for acquisitions,
property management, leasing, project 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.
Scott A. Musil
Age 55
Peter O. Schultz
Age 60
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. Mr. Musil previously served as
Controller of the Company from December 1995 to March 2012,
Assistant Secretary of the Company from May 1996 to March 2012 and
July 2012 to May 2014, Vice President of the Company from May 1998 to March 2001, Chief
Accounting Officer from March 2006 to May 2013 and Secretary from March 2012 to July 2012
and May 2014 to August 2014. Prior to joining the Company, he served in various capacities with
Arthur Andersen & Company. 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.
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
the
Managing Director of
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
the Company, with responsibility for
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.
8
Jennifer E.
Matthews Rice
Age 52
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, the Corporate Governance Council of NAREIT, and The Real Estate Roundtable,
where she is a member of the Sustainability Policy Advisory Committee.
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 five meetings and acted five times by written consent during 2022. Each of the directors
serving in 2022 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 2022 Annual Meeting of Stockholders. During 2022,
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
the Investors page of the Company’s website at
Governance Committee of the Board of Directors, are accessible 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.
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
2023 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
In-house environmental team assesses, manages and remediates risks for portfolio and new
investments
In our recently-established LEED (Leadership in Energy and Environmental Design)
volume program which streamlines the certification process, we successfully received
approval for our prototype for construction components and development practices
Invested in energy and water usage benchmarking data collection across spaces for which
we control usage as well as certain client-controlled spaces
Implemented enhanced “Green” lease language in our standard leases to promote sharing
of resource benchmarking data for certain of our tenants’ controlled utilities
•
•
•
•
•
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
Employee recognition program with quarterly and annual awards
The Company supports “First Network,” a women’s group sponsoring events that focus on
career development, personal fulfillment and networking during 2022
The Company provides two days of paid time off (PTO) for community service for
employees to serve worthy organizations of their choice. 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
Employee Code of Conduct and Ethics, Vendor Code of Conduct and Ethics and Human
Rights policy in place to advance ethical business practices internally and with our partners
and supplies
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
sustainability and environmental
governance, and internal controls with respect to information technology security
the Company’s corporate policies with respect
risk, corporate social
to
responsibility and corporate
11
to
our
and
tenants
investor
relations,
encourage
LEED Development 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 on consistently high-quality designs incorporating
energy-efficient LED lighting and other environmentally-
friendly features and employing resource-focused construction
practices. Since establishing the program in 2021, we have
worked towards approval of our prototype which we
successfully obtained in 2022. We are in the review process
for three individual projects all of which we anticipate will be
at least LEED Silver-certified in 2023. As a result of this
prototype and review process, 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.”
The Company and its Board of Directors 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 consisting of members of our construction,
environmental, human resources,
legal,
operations, accounting and risk management. The committee is
responsible for
reporting to senior management, our Audit
Committee and our Board of Directors regarding various matters
related to sustainability and social responsibility 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
implement
environmentally sustainable practices, such as the use of energy
and water efficient fixtures and recycling programs. We have
expanded our efforts to encourage our clients’ sharing of energy
and water usage data for portfolio benchmarking through
enhanced “Green” lease language included in our standard lease
forms. 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 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
investors, and the
with our customers, business partners,
communities in which we operate and invest. In addition, we aim
to provide a positive work 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.
12
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 2022 Employee Bonus Plan (as defined on page 22) 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.
13
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
2022: 5
*In the judgment of the
Company’s Board of Directors,
each of Mr. Hackett, the Chair
of the Audit Committee, Ms.
Bazemore and Ms. Olsen 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.
Compensation Committee
Members:
Denise A. Olsen (Chair)
Matthew S. Dominski
H. Patrick Hackett, Jr.
Number of Meetings in
2022: 4
Investment Committee
Members:
H. Patrick Hackett, Jr. (Chair)
Peter E. Baccile
Matthew S. Dominski
Marcus L. Smith
Number of Meetings in
2022: 10
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 services and fees of the independent public
accountants;
reviews the independence of the independent public accountants; and
reviews the adequacy of the Company’s internal control over financial reporting.
In addition, the Audit Committee has responsibility for overseeing the Company’s enterprise
and risk management and for supervising and assessing the performance of the Company’s
internal audit department. The Audit Committee also oversees the Company’s internal
to information technology security and the Company’s
control systems with respect
corporate policies,
to sustainability and
initiatives
environmental risk, corporate social responsibility and corporate governance.
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.
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 and the rules of the SEC.
The Investment Committee provides oversight and discipline to the investment process. The
Investment Committee oversees implementation of our
investment strategy, within
parameters set by the Board of Directors, reviews and approves specific transactions and
keeps the Board of Directors regularly apprised of our progress and performance with
respect to our investment strategy. Investment opportunities are described in written reports
based on detailed research and analyses in a standardized format applying appropriate
underwriting criteria, and the Investment Committee meets with the Company’s investment
personnel and reviews each submission thoroughly. The Investment Committee’s charter
details the required approval authority for various types of transactions, with the level of
approval required varying depending on the type of transaction and the dollar amount
involved, and the Investment Committee oversees the implementation of such approval
requirements.
14
Nominating/Corporate Governance Committee
Members:
John E. Rau (Chair)
Matthew S. Dominski
Marcus L. Smith
Number of Meetings in
2022: 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,
the Board of Directors rejects the recommended
but not
nominations,
a new
recommendation. In addition, the Nominating/Corporate Governance Committee develops
and oversees the Company’s corporate governance policies.
the Nominating/Corporate Governance Committee develops
in part. In the event
that
The Nominating/Corporate Governance Committee will consider nominees recommended
by stockholders of the Company. In order for a stockholder to nominate a candidate for
election as a director at an Annual Meeting, proper notice must be given in accordance with
the Company’s Bylaws and applicable SEC regulations 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
judgment, its recommended nominees for election as members of the Board of Directors of
the Company must, at a minimum, have business experience of a breadth, and at a level of
complexity, sufficient to understand all aspects of the Company’s business and, through
either experience or education, have acquired such knowledge as is sufficient to qualify as
financially literate. In addition, recommended nominees must be persons of integrity and be
committed to devoting the time and attention necessary to fulfill
their duties to the
Company. While the Nominating/Corporate Governance Committee has not adopted a
formal diversity policy, the Company values diversity, in its broadest sense, reflecting, but
not limited to, profession, geography, gender, ethnicity, skills and experience. As part of the
nomination process,
the Company endeavors to have a diverse Board of Directors
representing a range of experiences in areas that are relevant to the Company’s business and
the needs of the Board of Directors from time to time, and the Nominating/Corporate
Governance Committee and the Board of Directors considers highly qualified candidates,
including women and minorities.
The Nominating/Corporate Governance Committee may identify nominees for election as
members of the Board of Directors through its own sources (including through nominations
by stockholders made in accordance with the Company’s Bylaws), through sources of other
directors of the Company, and through the use of third-party search firms. Subject to the
the Nominating/Corporate Governance Committee will
foregoing minimum standards,
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.
15
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 benefiff ts, incentive compensation or perquisites forff
their service, although they are
reimbursed forff
their out-of-ff pocket expenses forff meeting attendance.
The Company provided the folff
lowing compensation to our non-employee directors in 2022:
•
•
•
•
annual cash feff es of $70,000 and annual equity grants with a grant date faff ir value of appr
a
oximately $70,000;
annual cash feff e of $35,000 forff
service as the Chairman of the Board of Directors;
annual cash feff e of $25,000 forff
service as the Lead Independent Director; and
annual supplemental feff e forff
chair and committee service as set forff
th in the folff
lowing tabla e:
Committee
Chair ($)
Member ($)
Annual Fee
Audit Committee
Compensation Committee
Nominating/Corpor
r
ate Governance Committee
Investment Committee
30,000
20,000
15,000
25,000
9,000
7,500
6,000
7,500
he Company does not pay additional compensation to directors who are also employees of the Company, such as Mr.
attendance at in-person or telephonic meetings of the
Baccile, our Chief Executive Offff iff cer. Additionally, no feff es are paid forff
Board of Directors and its committees. All cash feff es payabla e to our non-employee directors are paid in quarterly installments.
2022 DIRECTOR COMPENSATION TABLE
Name
Teresa Brycrr
e Bazemore
Matthew S. Dominski
H. Patrick Hackett, Jr.
Denise A. Olsen
John E. Rau
Marcus L. Smith
Fees Earned or
Paid in Cash ($)
Stock Awards(1)
($)
Total
Compensation ($)
79,000
126,000
132,500
99,000
119,000
83,500
69,979
69,979
69,979
69,979
69,979
69,979
148,979
195,979
202,479
168,979
188,979
153,479
(1) Represents 1,255 shares of either restricted stock units or Units (as hereinaftff er defiff ned), at each director’s election,
granted to each director on May 4, 2022 as compensation forff
12 months of board service. All such units vest on the earlier
of the fiff rst anniversaryrr 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 $55.76.
16
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 2023 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.
17
COMPENSATION DISCUSSION AND ANALYSIS
2022 ACCOMPLISHMENTS
2022 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 including increasing rents on new and renewal leases, enhancing our portfolio through developing, acquiring and selling
select properties, and maintaining our strong balance sheet.
Decisions by the Board of Directors on executive compensation are reflective of the Company’s strong performance
during the year, including:
• Maintaining high levels of portfolio occupancy, ending the year at 98.8% occupied in our in-service portfolio,
establishing a new company record.
•
•
•
•
•
•
•
•
•
•
Growing cash rental rates on new and renewal leasing by 26.7%, the highest annual result for this metric in the
Company’s history.
Growing cash same store net operating year income by 10.1%, the Company’s highest annual result in its history.
Growing our Common Stock dividend by 9.3%.
Placing in service ten development properties, 100% leased, totaling 4.1 million square feet, with an estimated
total investment of approximately $448 million, comprised of three buildings in South Florida, two buildings in
Dallas/Ft.Worth and one building each in Central/Eastern Pennsylvania, Nashville, New Jersey, Phoenix and
Southern California.
Acquiring ten development sites totaling 116 acres for a total investment of $106 million.
Acquiring 11 industrial properties totaling 0.5 million square feet for $137 million and three income-producing
land parcels for an aggregate purchase price of $57 million.
Selling nine properties totaling 2.2 million square feet plus a land parcel for a total of $178.3 million.
Replacing our $260 million unsecured term loan that was scheduled to mature in September 2022 with a $425
million term loan that matures in October 2027. At December 31, 2022, our all-in interest rate is 3.64%, based on
the interest spread determined by our credit ratings and leverage levels and the related interest rate swaps with a
notional value of $425 million that we entered into and commenced in October 2022.
Entering into a new $300 million unsecured term loan that matures in August 2025 that can be extended to August
2027 at our election, pursuant to two, one year extension options, subject to certain conditions. At December 31,
2022, our all-in interest rate is 4.88%, based on the interest spread determined by our credit ratings and leverage
levels and the related interest rate swaps with a notional value of $300 million that we entered into and
commenced in December 2022.
Issuing 0.2 million shares of our Common Stock through our at-the-market (“ATM”) program, resulting in net
proceeds of $13 million.
OBJECTIVES AND DESIGN OF COMPENSATION PROGRAMS
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.
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:
18
OBJECTIVES
•
•
•
•
•
Reward performance and initiative
Attract, retain, and reward executive officers who have the motivation, experience, and skills to continue our
track record of profitability, growth and attractive total shareholder return
Be competitive with other REITs and private companies 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 31 (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 that year in determining the incentive compensation of the Company’s employees, including
the Named Executive Officers, other than those covered by separate plans or agreements. Then, after the end of the applicable
fiscal year, the Compensation Committee meets to determine incentive compensation to be paid to the Company’s employees,
including the Named Executive Officers, with respect to the year just ended, pursuant to the performance criteria or, as
applicable, pursuant to separate plans or agreements. In accordance with such determination, the Committee approves cash
bonuses and equity awards.
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 programs. 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.
19
In 2022, Ferguson Partners Consulting, L.P. (“FPC”) was retained to provide certain compensation-related services.
Consistent with SEC rules, 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 2022, FPC was paid $24,500 for its
compensation-related services. The Compensation Committee retains the discretion to work again with FPC or an alternative
compensation consultant to review our executive compensation program.
EXECUTIVE COMPENSATION COMPONENTS
The components of the Company’s executive compensation program are base salary, incentive 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 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 (“Units”). Generally, 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 Units, though receipt of such distributions may be delayed or made contingent on vesting. Once a Unit has vested and
received allocations of book income sufficient to increase the book capital account balance associated with such 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.
20
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
Equity compensation mix is 65% performance-based and 35% time-based.
Performance Metrics
For the 2022 performance-based awards, 54% of performance-based awards are
based on performance relative to the “Long-Term Incentive Peer Group” (as
defined below) and 46% are based on performance relative to the FTSE NAREIT
All Equity Index.
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
Annual cash bonuses are based on weighted measures of Company performance,
including FFO per diluted share/Unit, same store NOI growth, fixed charge
coverage ratio, and other discretionary objectives.
Base Salary
Base salaries are adjusted from time to time based on market trends and individual
performance.
The charts below depict the overall compensation mixes of our Chief Executive Officer and our other Named
Executive Officers for 2022.
21
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 2022 Annual Meeting of Stockholders, more than 94% 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
the compensation of our Named Executive Officers was approved by our stockholders on an advisory basis. This level of
stockholder support was consistent with our support for prior say-on-pay votes, as, on average, approximately 94% of the votes
cast in the vote on the compensation of our Named Executive Officers during the past five Annual Meetings of Stockholders
from 2018 through 2022 were in favor of the compensation disclosed in the applicable proxy statement for the applicable
annual meeting.
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.
Mr. Baccile’s base salary was increased in 2023 to $836,000. The base salaries paid to the Named Executive Officers
other than our Chief Executive Officer were increased in 2023 to the following amounts: $522,000 (Mr. Yap); $376,000 (Mr.
Musil); $434,000 (Mr. Schultz); and $314,000 (Ms. Matthews Rice).
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.
2022 Employee Bonus Plan
For 2022, each Named Executive Officer participated in the incentive compensation plan generally available to the
Company’s employees (the “2022 Employee Bonus Plan”), which plan was recommended by the Compensation Committee and
adopted by the Board of Directors on February 17, 2022.
Under the 2022 Employee Bonus Plan, a “bonus pool” was funded based on the achievement by the Company of
certain identified thresholds in four performance categories. For 2022, these categories were (i) FFO per diluted share/Unit (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 diluted share/Unit 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.
22
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 2022 Employee Bonus Plan
than did performance in other categories. The weighting factors were as follows:
Category
FFO(1) per diluted share/Unit
SS NOI(2) growth
Fixed charge coverage ratio(3)
Discretionary objectives
Weighted 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 and
participating securities contained in our Annual Report on Form 10-K filed on February 16, 2023.
(2) SS NOI is a non-GAAP financial measure that provides a measure of rental operations and that, as calculated by the Company, does
not factor in depreciation and amortization, general and 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 16, 2023.
(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 2022 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.
The Compensation Committee established performance targets relating to each performance category for the 2022
Employee Bonus Plan. At target performance, the bonus pool is funded at the aggregate 75% level of achievement. At
maximum performance, the bonus pool is funded at the aggregate 125% level of achievement. The Company’s 2022
performance in the identified performance categories resulted in the following funding of the bonus pool associated with that
performance category:
Category
Performance Target
Actual Result
FFO per diluted share/Unit
SS NOI growth
Fixed charge coverage ratio
Discretionary objectives
$2.12(1)
7.75%(2)
5.61x
N/A
$2.32(1)
9.90%(2)
5.39x
N/A
Actual Bonus Pool
Funding %
125%
125%
—%
75%
Overall: 105%
(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.
23
The Compensation Committee determined that the funding percentage for the bonus pool with respect to the
discretionary objectives should be 75% based on the Company’s overall performance in 2022. The Compensation Committee
authorized an aggregate bonus pool available under the 2022 Employee Bonus Plan up to a 105% 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 2022 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 2022 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)
200%
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 2022, 85% of the annual bonus opportunity for the Named Executive Officers was based on overall company
performance, as measured by FFO per diluted share/Unit (50% weighting), SS NOI growth (25% weighting), and fixed charge
coverage ratio (10% weighting). The remaining 15% 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 2022 Employee Bonus Plan. The remaining 15% of the annual bonus opportunity in
2022 for the Named Executive Officers, other than Mr. Baccile, was determined by the Compensation Committee, after
recommendations from our Chief Executive Officer, based upon the respective officer’s achievement of the following
individual performance objectives that were approved by the Board of Directors and communicated to the officer:
Executive Officer
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
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, term loan issuances and
overall investor relations
Progress with respect
developments and overall performance of the East Region of the Company
to investments and divestitures, completing and leasing
Jennifer E. Matthews Rice
Progress with the legal matters of the Company, including measures to reduce risk and
advance strategic objectives
24
The cash bonus payments made in the first quarter of 2023 to each of our Named Executive Officers in settlement of
awards under the 2022 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
Long-Term Incentive Program Awards
Long-Term Incentive Program
Individual Cash
Percentage (%)
105%
105%
105%
105%
105%
Cash Bonus
Paid ($)
1,680,000
1,050,000
567,000
871,500
393,750
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 “Performance-Based Awards”).
Performance-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 performance-based RSUs (“Performance RSUs”) or performance-based Units (such Units,
“Performance Units”) corresponding to the appropriate dollar value.
Performance-Based Awards
The Compensation Committee authorizes grants of Performance-Based Awards under the 2014 Stock Plan to certain
employees of the Company, including each Named Executive Officer. With respect to the Performance-Based Awards granted
in 2022, 46% of each such Performance-Based 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 54% of each Performance-Based
Award vests based upon the relative total stockholder return of our Common Stock as compared to the total shareholder return
of the following companies publicly traded on the New York Stock Exchange and NASDAQ stock exchange (the “Long-Term
Incentive Peer Group”) over the pre-established performance measurement period (the “LTI Peer Group Units”):
Prologis, Inc. (PLD)
Rexford Industrial Realty, Inc. (REXR)
EastGroup Properties, Inc. (EGP)
Industrial Logistics Properties Trust (ILPT)
LXP Industrial Trust (LXP)
STAG Industrial, Inc. (STAG)
Terreno Realty Corporation (TRNO)
Plymouth Industrial REIT, Inc. (PLYM)
Prior to 2022, Duke Realty Corporation (DRE), Monmouth Real Estate Investment Corporation (MNR) and PS
Business Parks, Inc. (PSB) were included in our Long-Term Incentive Peer Group until they ceased being publicly traded
companies in 2022. Accordingly, they were removed from the Long-Term Incentive Peer Group used for awards made in 2023
and replaced with Plymouth Industrial REIT, Inc. (PLYM) and LXP Industrial Trust (LXP) because of their similarities to the
Company and because both companies are included in the Industrial Property Sector of the FTSE NAREIT All Equity Index.
In addition, in accordance with the terms of the 2022 awards, the Committee has modified the original peer group used at the
time of grant to match the above peer group used for the 2023 awards. The Compensation Committee made this adjustment in
order to maintain a reasonably sized peer group and to maintain the intended purpose of the performance conditions of the
awards. For the 2021 award agreement, per the terms thereof, Duke Realty Corporation (DRE), Monmouth Real Estate
Investment Corporation (MNR) and PS Business Parks, Inc. (PSB) ceased to be a part of the peer group when they ceased being
publicly-traded companies.
With respect to the Performance-Based Awards granted in 2022 and 2023, 46% were NAREIT All Equity Units and
54% were LTI Peer Group Units.
25
The NAREIT All Equity Units and the LTI Peer Group Units granted effective January 10, 2022 each vest as follows:
Threshold
Target
Maximum
2022 Performance-Based Awards
Percentile Rank
30th Percentile
50th Percentile
75th Percentile
Vesting Percentage
50%
100%
225%
The NAREIT All Equity Units and the LTI Peer Group Units granted effective January 3, 2023 each vest as follows:
Threshold
Target
Maximum
2023 Performance-Based Awards
Percentile Rank
30th Percentile
50th Percentile
75th Percentile
Vesting Percentage
50%
100%
225%
The Performance-Based 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
2022 Performance-Based Awards
Date of
Grant
1/10/2022
1/10/2022
1/10/2022
1/10/2022
Form of Award
Performance Units
Performance Units
Performance Units
Performance Units
1/10/2022
Performance Units
Target
Units
31,615
12,646
7,377
7,904
4,321
Maximum
Units
71,134
28,454
16,598
17,784
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
9,722
1/1/2022 - 12/31/2024
The Performance-Based Awards granted effective January 3, 2023 are summarized in the table below.
Executive Officer
Peter E. Baccile
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
Jennifer E.
Matthews Rice
2023 Performance-Based Awards
Date of
Grant
1/03/2023
1/03/2023
1/03/2023
1/03/2023
Form of Award
Performance Units
Performance Units
Performance Units
Performance Units
Target
Units
42,146
17,514
10,207
10,541
Maximum
Units
94,829
39,407
22,964
23,716
Performance Period
1/1/2023 - 12/31/2025
1/1/2023 - 12/31/2025
1/1/2023 - 12/31/2025
1/1/2023 - 12/31/2025
1/03/2023
Performance Units
5,778
12,999
1/1/2023 - 12/31/2025
If a Performance-Based 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 Performance-Based Award is granted in the form of Performance Units, additional Performance Units are
conditionally awarded to represent anticipated dividends, and such additional Performance Units are subject to the same
restrictions as the underlying Performance Units and are subject to forfeiture upon vesting to the extent of dividends actually
received with respect to the applicable Performance Units during the performance period. The number of Performance Units
reflected as issued to each Named Executive Officer in the table above is exclusive of such additional Performance Units
conditionally awarded to represent anticipated dividends. If applicable vesting conditions and any other restrictions are not
26
satisfied, recipients will forfeit their Performance Units. During the applicable performance period, each Performance Unit
entitles the holder to receive dividends equal to one-tenth of any dividends otherwise payable with respect to Units.
Upon the consummation of a change in control of the Company, each grantee of a Performance-Based Award would
become vested in a number of Performance-Based 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 Performance-Based 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 Performance-Based Awards, and such Performance-Based 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.
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 “Time-Based Awards”). 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 Units (such Units, “Time-Based Units”) corresponding to the appropriate dollar value.
Effective January 10, 2022, the Compensation Committee authorized grants of Time-Based Awards under the 2014
Stock Plan to certain employees of the Company, including each Named Executive Officer. These 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
2022 Time-Based Awards
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 Units
Time-Based Units
Time-Based Units
Time-Based Units
Time-Based Units
17,025
6,810
3,975
4,257
2,328
Effective January 3, 2023, the Compensation Committee authorized grants of Time-Based Awards under the 2014
Stock Plan to certain employees of the Company, including each Named Executive Officer. These 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
2023 Time-Based Awards
Date of Grant
Form of Award
Units Awarded
1/03/2023
1/03/2023
1/03/2023
1/03/2023
1/03/2023
Time-Based Units
Time-Based Units
Time-Based Units
Time-Based Units
Time-Based Units
22,971
9,189
5,361
5,745
3,141
Upon the consummation of a change in control of the Company, each grantee of a 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 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
Time-Based Award. If a Time-Based Award is granted in the form of Time-Based Units, such Time-Based Units entitle the
holder to receive dividends prior to vesting.
27
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, 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 35 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). 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 34 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 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.
28
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. The
Company anticipates implementing any additional requirements necessary to comply with the rules adopted under the Dodd-
Frank Act and implemented by the NYSE.
Additionally, the Company may recover, under certain circumstances, excess incentive payments or grants received by
each of the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and any other member of
management 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 member of management’s incentive compensation (either short-term 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
member of management’s short-term or long-term incentive compensation has been materially incorrectly calculated and (ii)
the Compensation Committee determines such member of management has received an “excess incentive” on account of such
incorrect financial statements or inaccurate metrics. The applicable member of management must repay the excess incentive,
which shall equal the difference between the incentive paid or granted to the member of management 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 member of management, 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.
29
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, 2022.
Submitted by the Compensation Committee:
Denise A. Olsen, Committee Chair
Matthew S. Dominski
H. Patrick Hackett, Jr.
30
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 2022 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 2022.
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
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
Salary
($)
800,000
875,000
850,000
500,000
461,000
425,000
360,000
335,000
325,000
415,000
365,000
320,000
300,000
278,000
Stock Awards
($)(1) (2)
3,165,627
2,113,787
4,417,536
1,266,263
1,114,718
1,786,488
Non-Equity
Incentive Plan
Compensation ($)(3)
1,680,000
2,225,000
1,830,000
1,050,000
1,140,000
892,500
All Other
Compensation
($)(4)
29,498
28,664
25,496
29,498
28,664
28,728
738,803
658,393
965,019
791,468
645,953
933,846
432,723
391,010
567,000
595,000
480,000
871,500
940,000
415,000
393,750
395,000
19,898
19,064
19,128
28,298
27,464
24,296
19,898
19,064
Total
($)
5,675,125
5,242,451
7,123,032
2,845,761
2,744,382
3,132,716
1,685,701
1,607,457
1,789,147
2,106,266
1,978,417
1,693,142
1,146,371
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,
2022 for a discussion of the assumptions used in valuing the 2022 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 17,025, 6,810, 3,975, 4,257 and 2,328 of Time-Based Units granted to Messrs. Baccile,
Yap, Musil, Schultz and Ms. Matthews Rice, respectively, all granted in 2022 in connection with the 2021 Employee
Bonus Plan, which are valued at $61.68 per unit (the closing price of our Common Stock on the day of grant, January 10,
2022) under FASB ASC Topic 718 and (b) awards of 71,134, 28,454, 16,598, 17,784 and 9,722 Performance Units
granted to Messrs. Baccile, Yap, Musil, Schultz and Ms. Matthews Rice, respectively, all granted on January 10, 2022,
which are valued at $29.74 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, 2024, and, at anticipated performance, the grant date fair values are $1,755,018, $702,017, $409,506,
$438,767 and $239,861 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 $4,387,545, $1,755,043 $1,023,765, $1,096,917
and $599,653 for Messrs. Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively, based on a value of
$61.68 per unit (the closing price of our Common Stock on the day of grant, January 10, 2022).
(3) Amounts for 2022 reflect cash awards paid in February 2023 under the 2022 Employee Bonus Plan. The material terms of
awards under the 2022 Employee Bonus Plan are described in the Compensation Discussion and Analysis under “2022
Employee Bonus Plan.”
(4) Amounts for 2022 include car allowances paid on behalf of Messrs. Baccile, Yap and Schultz and term life, short-term and
long-term disability insurance premiums and 401(k) matching contributions paid on behalf of each Named Executive
Officer.
31
2022 GRANTS OF PLAN-BASED AWARDS
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards
Estimated Future Payouts
Under Equity Incentive
Plan Awards(4)
Name
Peter E. Baccile
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
Jennifer E.
Matthews Rice
Grant
Date(1)
1/10/2022
1/10/2022
2/8/2022
1/10/2022
1/10/2022
2/8/2022
1/10/2022
1/10/2022
2/8/2022
1/10/2022
1/10/2022
2/8/2022
1/10/2022
1/10/2022
2/8/2022
Threshold
($)
Target(2)
($)
Maximum(3)
($)
Threshold
(#)
—
—
—
—
— 1,352,000
—
—
—
—
750,000
—
—
—
—
—
405,000
—
—
—
—
—
622,500
—
—
—
—
—
281,250
—
— 15,792
—
—
1,800,000
—
6,317
—
—
—
1,250,000
—
3,685
—
—
—
675,000
—
3,948
—
—
—
1,037,500
—
2,158
—
—
—
—
468,750
Target
(#)
31,615
—
—
12,646
—
—
7,377
—
—
7,904
—
—
4,321
—
—
Maximum
(#)
71,134
—
—
28,454
—
—
16,598
—
—
17,784
—
—
9,722
—
—
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(5)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(6)
— 2,115,525
1,050,102
—
846,222
420,041
—
493,625
245,178
—
528,896
262,572
—
289,132
143,591
—
17,025
—
—
6,810
—
—
3,975
—
—
4,257
—
—
2,328
—
(1) Reflects the date such awards were made effective and parameters for the 2022 Employee Bonus Plan were approved by
the Compensation Committee or the Board of Directors, as applicable.
(2) Amounts reflect a 75% level of achievement under the 2022 Employee Bonus Plan.
(3) Amounts reflect a 125% level of achievement under the 2022 Employee Bonus Plan.
(4) Reflects Performance Units granted under our Long-Term Incentive Program, the material terms of which are described
in the Compensation Discussion and Analysis under “Long-Term Incentive Program.” The amounts actually earned with
respect to such Performance Units, if any, would not be earned until the end of the applicable performance period.
(5) Amounts reflect Time-Based Units granted in 2022 for service in 2021 under the 2021 Employee Bonus Plan. Such
Time-Based Units vest ratably over a period of three years.
(6) Amounts reflect the aggregate grant date fair value of each stock award as determined under FASB ASC Topic 718.
Amounts reflected were not actually received in 2022 and do not necessarily reflect the amounts that will actually be
realized with respect to the equity-based awards.
32
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2022
Number of Shares
or Units of Stock
That Have
Not Vested
(#)
41,689(3)
17,625(4)
9,988(5)
10,073(6)
4,849(7)
Market Value
of Shares or
Units of
Stock
That Have
Not Vested
($)(1)
2,011,911
850,583
482,021
486,123
234,013
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
(#)(2)
120,929
57,826
34,018
34,361
20,176
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have
Not Vested
($)(1)
5,836,034
2,790,683
1,641,709
1,658,262
973,694
Name
Peter E. Baccile
Johannson L. Yap
Scott A. Musil
Peter O. Schultz
Jennifer E. Matthews Rice
(1) These amounts are based upon the closing price of our Common Stock on December 30, 2022 ($48.26), the last trading
day of the year.
(2) Amounts reflect unvested Performance Units or Performance RSUs granted in 2021 and 2022 and dividend equivalents
accrued through December 31, 2022. 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 Units
or Performance RSUs and related accrued dividend equivalents granted in 2021 for all Named Executive Officers is
calculated by taking the maximum number of Performance Units or Performance RSUs as the Company achieved
maximum performance through December 31, 2022. The number of unvested Performance Units or Performance RSUs
and related accrued dividend equivalents granted in 2022 for all Named Executive Officers is calculated by taking the
maximum number of Performance Units multiplied times 64.22%, which is the weighted average percentage under the
assumption of threshold achievement of the NAREIT All Equity Index Units and maximum achievement of the Peer
Group Units based on these performances through December 31, 2022. 74,240, 39,150, 23,124, 22,688 and 13,795 of
Performance Units or Performance RSUs on December 31, 2022 and 46,689,18,676, 10,894, 11,673 and 6,381 of
Performance Units 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 Units reported here, 26,268 vest in January 2023, 9,746 vest in January 2024 and 5,675 vest in
January 2025.
(4) Of the Time-Based Units reported here, 10,938 vest in January 2023, 4,417 vest in January 2024 and 2,270 vest in
January 2025.
(5) Of the Time-Based Units reported here, 6,070 vest in January 2023, 2,593 vest in January 2024 and 1,325 vest in January
2025.
(6) Of the Time-Based Units reported here, 5,991 vest in January 2023, 2,663 vest in January 2024 and 1,419 vest in January
2025.
(7) Of the Time-Based RSUs and Time-Based Units reported here, 2,544 vest in January 2023, 1,529 vest in January 2024
and 776 vest in January 2025.
33
2022 OPTION EXERCISES AND STOCK VESTED
The following table sets forth the aggregate number of Time-Based Units, Time-Based RSUs, Performance RSUs and
Performance Units that vested in 2022. The Performance RSUs and Performance Units are inclusive of accrued dividend
equivalents related thereto. As of December 31, 2022, 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)
Value Realized
on Vesting
($)
111,448
54,046
31,364
30,694
23,456
5,981,966
2,860,029
1,645,483
1,597,789
1,283,021
(1) The number of Units or shares reported were acquired as a result of: (a) the vesting of Time-Based Units, Time-Based
RSUs and restricted stock on January 3, 2022 consisting of 36,029, 15,031, 7,872 and 6,955 Units for Messrs. Baccile,
Yap, Musil and Schultz, respectively and 9,017 shares for Ms. Matthews Rice, the value of which is based on the closing
price of our Common Stock on January 3, 2022 ($65.01), the first trading day following the date of vesting of such awards
and (b) the vesting of Performance Units and Performance RSUs granted in 2020 and related accrued dividend equivalents
based at an achievement of 98.11% on December 31, 2022 consisting of 75,419, 39,015, 23,492 and 23,739 Units for
Messrs. Baccile, Yap, Musil and Schultz, respectively and 14,439 shares for Ms. Matthews Rice the value of which is
based on the closing price of our Common Stock on December 30, 2022, the last trading day of the year ($48.26). 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’s base salary for 2023 is $836,000 and his
performance-based or at-risk percentage remains at 84.0%. 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 2022, Mr. Baccile’s target annual cash bonus was
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 the percentage established by the Compensation Committee based on the achievement of the Company’s
performance goals, and in 2023, his target annual cash 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.
34
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 24 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.
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 Named Executive
Officer and his or her eligible dependents, under the terms prevailing at the time of 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.
35
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, 2022, 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 Performance-Based Awards granted effective February 10, 2021 and January 10, 2022, upon the
consummation of a change in control of the Company, each grantee would become vested in a number of Performance-Based
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
Performance-Based 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 Performance-
Based Awards granted effective February 10, 2021 and January 10, 2022 and such Performance-Based 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.
With respect
to Time-Based Awards granted effective February 10, 2021 and January 10, 2022, upon the
consummation of a change in control of the Company, each grantee of a 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.
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 $400,000 in the event of such
Named Executive Officer’s death.
36
Termination and Change of Control Payments
The following table includes estimated payments owed and benefits required to be provided to our Named Executive
Officers under the 2014 Stock Plan, Mr. Baccile’s employment agreement, and the Change in Control Policy described above,
exclusive of benefits available on a non-discriminatory basis generally, in each case assuming that the triggering event
described in the table occurred on December 31, 2022.
Triggering
Event
Severance
($)
Accelerated
Equity
Awards
($)(1)
Medical
Insurance
Premiums
($)(2)
Name
Peter E. Baccile
Johannson L. Yap
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)
Jennifer E. Matthews Rice Change of Control(3)
Peter O. Schultz
Scott A. Musil
Termination following Change in Control(6)
Termination without Cause
Death or Disability(5)
—
9,937,500
7,185,000
—
—
4,240,000
—
—
—
2,449,000
—
—
—
3,513,000
—
—
—
1,782,500
—
—
7,213,200
—
—
7,213,200
3,346,394
—
—
3,346,394
1,950,492
—
—
1,950,492
1,967,761
—
—
1,967,761
1,105,149
—
—
1,105,149
—
52,875
52,875
—
—
19,147
—
—
—
26,437
—
—
—
19,147
—
—
—
26,437
—
—
(1) For purposes of estimating the value of awards that vest, the Company has assumed a price per share of $48.26, which
was the closing price of our Common Stock on December 30, 2022, 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 reflect 12 months of the current coverage for the applicable Named Executive Officer.
(3) Upon a change of control of the Company, the vesting of Time-Based Units and Time-Based RSUs held by the officer
will accelerate, and Performance 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 Units and Performance RSUs awarded in 2021 and 2022 are based on the actual level of
achievement of the applicable performance targets of 91.02% and 55.30%, respectively, and include accrued dividend
equivalents through December 31, 2022.
(4)
Includes resignation for good reason under the terms of Mr. Baccile’s 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 Units, Time-Based RSUs, unvested Performance Units and Performance RSUs granted in 2021 and 2022 based on
the attainment of performance metrics through the date of death or disability. Through December 31, 2022, the Company
achieved 91.02% and 55.30% of the performance metrics related to such awards granted in 2021 and 2022, respectively.
37
(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.
38
PAY VERSUS PERFORMANCE COMPARISON
The inforff mation below presents the relationship between the compensation of our Named Executive Offff iff cers and
certain perforff mance measures in accordance with Item 402(v) of Regulation S-K. The amounts in the tabla es below do not
necessarily represent amounts actuat
icabla e year. For a
discussion of our compensation programs and pay forff
perforff mance philosophy, please refeff r to the section capta ioned
.
“Compensation Discussion and Analysis” above
lly earned or realized by our Named Executive Offff iff cers during the appl
a
a
Summary
Compensation
Table Total
for CEO ($)(1)
Compensation
Actually Paid
to CEO ($)(2)
Average
Summary
Compensation
Table Total
for Non-CEO
NEOs ($)(3)
Average
Compensation
Actually Paid
to Non-CEO
NEOs ($)(2)(3)
Value of Initial Fixed $100
Investment Based On:
Total
Shareholder
Return ($)
Peer Group
Total
Shareholder
Return ($)(4)
Net Income
($) (In Millions)
FFO per
Diluted
Share/Unit(5)
5,675,125
5,009,154
1,946,025
1,758,889
5,242,451
10,913,430
1,853,333
3,779,800
7,123,032
7,607,552
2,095,731
2,439,650
124.7
167.0
104.2
100.6
134.1
94.9
381.6
277.2
200.2
2.28
1.97
1.84
Year
2022
2021
2020
(1) The dollar amounts reported are the amounts of total compensation reported forff
our CEO, Mr. Baccile, in the Summaryrr Compensation
Tabla e forff
the years ended December 31, 2022, 2021 and 2020. Mr. Baccile served as CEO forff
each of the years presented.
(2) The dollar amounts represent the amount of “compensation actuat
lly paid,” as computed in accordance with Item 402(v) of Regulation S-
notes show the steps taken to compute such amounts paid to the CEO and non-CEO NEOs in accordance
K. The tabla es below these foot
with Item 402(v) of Regulation S-K.
ff
(3) For 2022 and 2021, reflff ects compensation reported forff
our NEOs, other than our CEO, as described in the Compensation Discussion and
Analysis of this proxy statement. For 2020, reflff ects the compensation inforff mation forff Mr. Yap,a Mr. Musil, Mr. Schultz and David
Harker, the Company’s forff mer Executive Vice President - Central Region.
(4) Reflff ects cumulative total shareholder returt n of the FTSE NAREIT All Equity REIT Index (the “FTSE Index”), which is the index used
es of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K
rr
purpos
by the Company forff
forff
the year ended December 31, 2022.
(5) FFO represents net income availabla e to common stockholders and participating securities, plus depreciation and other amortization of
real estate, plus impairment of real estate, minus gain or plus loss on sale of real estate, net of any income tax provision or benefiff t
associated with the sale of real estate. The FFO calculation also excludes the same adjustments frff om the Company’s share of net income
frff om unconsolidated joint venturt es.
39
Year
EO
2022
2021
2020
Summaryr Compensation Tabla e (SCT) Total Compensation ($)
5,675,125
5,242,451
7,123,032
Adjustmt entstt
forff
stock awards:
Deduct: Reported Value of Equity Awards in SCT ($)
Add: Fair Value of Equity Awards Granted in the Year and Unvested ($)
(Deduct) Add: Change in Fair Value of Outstanding and Unvested Equity Awards
frff om Prior Years ($)
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the
Year ($)
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the
Year ($)
Add: Value of Dividends or other Earnings Paid on Awards ($)
Compensation Actuat
lly Paid ($)(1)(2)
(3,165,627)
(2,113,787)
(4,417,536)
2,957,058
3,873,565
4,302,696
(938,114)
2,695,084
67,385
—
—
197,042
199,495
281,217
1,017,850
198,267
176,696
158,237
5,009,154
10,913,430
7,607,552
Non-CEO NEOs
SCT Total Compensation ($)
Adjustmtt entstt
forff
stock awards:
Deduct: Reported Value of Equity Awards in SCT ($)
Add: Fair Value of Equity Awards Granted in the Year and Unvested ($)
(Deduct) Add: Change in Fair Value of Outstanding and Unvested Equity Awards
frff om Prior Years ($)
Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the
Year ($)
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the
Year ($)
Add: Value of Dividends or other Earnings Paid on Awards ($)
Compensation Actuat
lly Paid ($)(1)(2)
1,946,025
1,853,333
2,095,731
(807,314)
(702,519)
(1,155,169)
754,115
1,287,373
1,180,911
(293,287)
797,355
44,592
—
—
17,231
69,244
90,106
463,324
80,934
183,406
72,948
1,758,889
3,779,800
2,439,650
a
(1) Fair value or change in faff ir value, as appl
icabla e, of equity awards in “Compensation Actuat
lly Paid” was determined by refeff rence to (a)
icabla e year-end dates ($42.13, $66.20 and $48.26 as of December 31,
Perforff mance Units and Perforff mance
icabla e year-end date(s) or in the case of vesting date,
l vesting price, determined based on the same methodology as used to determine grant date faff ir values but using the closing
icabla e revaluation date as the current market price and based on volatility, dividend rates and risk frff ee rates
forff Time-Based Units and Time-Based RSUs, closing price on appl
2020, 2021 and 2022, respectively) or, in the case of vesting dates, the actuat
RSUs, the faff ir value calculated by a Monte Carlo simulation model as of the appl
the actuat
stock price on the appl
determined as of the revaluation date.
l vesting price, (b) forff
a
a
a
(2) As previously discussed in the Company’s 2021 Proxy Statement, during the year ended December 31, 2020, each NEO received one-
time transitional equity grants in connection with the transition of the historical compensation program to our current compensation
program. Specififf cally, the 2020 grants included one-year, two-year and three-year vesting or perforff mance periods as one-time only
grants in order maintain an appr
ty during the transition between the two
programs. For the years ended December 31, 2020, 2021 and 2022, the value of these one-time transition awards included in
the CEO was $1,299,887, $743,580 and $(74,205), respectively. For the years ended December 31,
Compensation Actuat
2020, 2021 and 2022, the value of these one-time transition awards included in Compensation Actuat
the Non-CEO NEOs
was $261,959, $111,154 and $(40,450), respectively.
opriate level of overall long-term compensation opportuni
lly Paid forff
lly Paid forff
a
t
40
Other Important Financial Performance Measures for Executive Compensation
The following is a list identifying the five most important financial performance measures used by our Compensation
Committee to link the “compensation actually paid” (“CAP”) to our CEO and other Named Executive Officers in 2022 to the
Company’s performance. The role of each of these performance measures on our Named Executive Officer’s compensation is
discussed in the Compensation Discussion and Analysis above.
Financial Performance Measures
FFO per Diluted Share/Unit
Relative TSR to FTSE NAREIT All Equity Index
Relative TSR to Long-Term Incentive Peer Group
Same Store NOI Growth
Fixed Charge Coverage Ratio
Below are charts showing the relationship of CAP to our CEO and other Named Executive Officers in 2020, 2021 and
2022 to (1) FFO per diluted share/Unit (2) TSR of both the Company and the FTSE Index and (3) the Company’s net income.
CAP vs. FFO per Diluted Share/Unit
41
CAP vs. Shareholder Return
CAP vs. Net Income
42
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 2022 annual total compensation of the median employee of the Company (other than our CEO) was $144,356;
The 2022 annual total compensation of our CEO, Mr. Baccile, was $5,675,125; and
For 2022, the ratio of the annual total compensation of Mr. Baccile to the median annual total compensation of all our
employees was approximately 39 to 1.
Background
In 2022, we identified the median employee using all of our employees, exclusive of Mr. Baccile, included in our
payroll system as of December 31, 2022. Salaries and wages were annualized for those employees that were not employed for
the full year of 2022 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, including equity compensation, for 2022 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.
43
EQUITY COMPENSATION PLANS
Thhe f lolff
llowii gng tablbla e sets forff
thh iinforff matiion reggardidi gng thhe Compa yny’s e
iquityy compensatiion lplans as of Decembber 31, 2022.
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(1)
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
1,203,475
—
1,203,475
$
$
—
—
—
Number of
Securities
Remaining
Available for
Further Issuance
Under Equity
Compensations
Plans
2,465,344
—
2,465,344
(1)
Includes 1,203,475 shares of Common Stock and Units that may be issued pursuant to outstanding Time-Based RSU, Time-Based Unit,
Perforff mance Unit, and Perforff mance RSU awards under the 2014 Stock Plan. The number of shares of Common Stock and Units that
may be issued pursuant to outstanding unearned Perforff mance RSU and Perforff mance Unit awards reflff ects the maximum payout. For
additional inforff mation about
how Perforff mance RSU and Perforff mance Unit awards are earned, see “Compensation Discussion and
Analysis – Long-Term Incentive Program Awards” on page 25.
a
44
PROPOSAL 3
ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON
EXECUTIVE COMPENSATION
Section 14A of the Exchange Act enables our stockholders to vote, on an advisory or non-binding basis, on how
frequently they would like to cast an advisory vote on the compensation of the Company’s Named Executive Officers. By
voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on named executive officer
compensation once every one, two or three years, or they may abstain from voting.
After careful consideration of the frequency alternatives, the Board of Directors believes that continuing to conduct an
advisory vote on executive compensation on an annual basis is appropriate for the Company and its stockholders at this time.
In voting on this proposal, you should mark your proxy for one, two or three years based on your preference as to the
frequency with which an advisory vote on executive compensation should be held. If you have no preference you should
abstain. 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 any of the three options presented on the Proxy Card. The Board of Directors will carefully
consider the outcome of the vote when making future decisions regarding the frequency of advisory votes on executive
compensation. However, because this vote is advisory and not binding, the Board of Directors may decide that it is in the best
interests of the Company and its stockholders to hold an advisory vote more or less frequently than the alternative that has been
selected by our stockholders.
The Board of Directors recommends an advisory vote for holding the advisory vote on the
compensation of the Company’s Named Executive Officers EACH YEAR.
45
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2022, Mr. Dominski, Mr. Hackett, and Ms. Olsen served on the Compensation Committee. Except for Mr.
Dominski’s, Mr. Hackett’s and Ms. Olsen’s services as directors, none of Mr. Dominski, Mr. Hackett or Ms. Olsen had any
other business relationship or affiliation with the Company in 2022 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.
46
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 the Audit Committee concerning independence, and
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, 2022.
Submitted by the Audit Committee:
H. Patrick Hackett, Jr., Committee Chair
Teresa Bryce Bazemore
Denise A. Olsen
John E. Rau
47
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table presents information concerning the ownership of Common Stock of the Company and 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 132,211,367 shares of Common Stock and 3,440,831 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
SSGA Funds Management, Inc.(4)
One Lincoln Street
Boston, MA 02111
Common Stock/Units
Beneficially Owned
Number
19,521,607
Percent of Class
14.77%
15,996,956
12.10%
8,205,421
6.21%
7,236,334
5.48%
Names and Addresses of Directors, Officers and Nominees*
Peter E. Baccile(5)
Teresa Bryce Bazemore(6)
Matthew S. Dominski(7)
H. Patrick Hackett, Jr.(7)
Denise A. Olsen(7)
John E. Rau(8)
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)
316,405
4,671
38,521
44,294
8,884
25,572
2,982
165,883
329,859
169,263
28,648
1,134,982
**
**
**
**
**
**
**
**
**
**
**
**
48
*
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/A filed February 9, 2023 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 161,860 shares, the sole
power to dispose of 19,227,913 shares and the shared power to dispose of 293,694 shares.
(2) Pursuant to a Schedule 13G/A filed January 26, 2023 of BlackRock, Inc. (“Blackrock”). Blackrock has the sole
power to vote 15,323,580 shares and sole power to dispose of all 15,996,956 shares.
(3) Pursuant to a Schedule 13G/A filed February 15, 2023 of Principal Real Estate Investors, LLC (“Principal”).
Principal has the sole power to vote 0 shares, the shared power to vote all 8,205,421 shares, the sole power to dispose
of 0 shares and the shared power to dispose of all 8,205,421 shares.
(4) Pursuant to a Schedule 13G/A filed February 1, 2023 of SSGA Funds Management, Inc.; State Street Global
Advisors Europe Limited; State Street Global Advisors Limited; State Street Global Advisors Trust Company; State
Street Global Advisors, Australia, Limited; State Street Global Advisors (Japan) Co., Ltd.; and State Street Global
Advisors, Ltd. (collectively, “SSGA”). SSGA has the sole power to vote 0 shares, the shared power to vote 5,379,445
shares, the sole power to dispose of 0 shares and the shared power to dispose of 7,236,334 shares.
(5)
Includes 38,392 Time-Based Units and 224,466 Units, in each case issued under the 2014 Stock Plan.
(6)
Includes 1,255 Time-Based Units and 3,416 Units, in each case issued under the 2014 Stock Plan.
(7)
Includes 1,255 Time-Based Units and 5,462 Units, in each case issued under the 2014 Stock Plan.
(8)
Includes 1,255 Time-Based RSUs issued under the 2014 Stock Plan.
(9)
Includes 1,425 shares of Common Stock held beneficially as UTMA custodian for his child. Also includes 9,279
Time-Based Units and 66,501 Units, in each case issued under the 2014 Stock Plan.
(10)
Includes 1,680 Units and 4,450 shares of Common Stock held beneficially as UGMA custodian for his minor
grandchildren. Also includes 15,876 Time-Based Units and 106,831 Units, in each case issued under the 2014 Stock
Plan.
(11)
Includes 9,827 Time-Based Units and 63,662 Units, in each case issued under the 2014 Stock Plan.
(12)
Includes 600 shares of Common Stock held beneficially as UGMA custodian for her minor children. Also includes
4,693 Time-Based Units, 753 Time-Based RSUs and 776 Units, in each case issued under the 2014 Stock Plan.
(13)
Includes 6,475 shares of Common Stock held beneficially as custodians and 1,680 Units. Also includes 3,263 Time-
Based RSUs, 83,087 Time-Based Units and 482,038 Units, in each case issued under the 2014 Stock Plan.
49
PROPOSAL 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The accounting firm of PricewaterhouseCoopers LLP served as the Company’s independent auditors in 2022, 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 2023 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 2022 and 2021, 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
2022
2021
$
1,218,675
$
1,103,585
56,000
—
3,161
43,775
—
2,943
$
1,277,836
$
1,150,303
(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 2022 and 2021, this includes $98,175 and $90,000, respectively, for comfort letter procedures and auditor consents.
(2) Audit-Related Fees consisted of fees related to a joint venture audit.
(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 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 2023.
50
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 2024 Annual Meeting of
Stockholders must be received by the Secretary of the Company no later than December 7, 2023 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 2024 Annual Meeting of
Stockholders must be received by the Secretary of the Company no later than December 7, 2023, and no earlier than November
7, 2023, 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 2022 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 2022 Annual Report are available
on the “Proxy Statement” tab of the Investors page on the Company’s website, at 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.
51
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APPENDIX A
2023 ANNUAL MEETING OF STOCKHOLDERS
RESERVATION REQUEST FORM
If you wish to view First Industrial Realty Trust, Inc.’s 2023 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
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APPENDIX B
2022 ANNUAL REPORT
EXPLANATORY NOTE
This 2022 Annual Report discusses the financial performance and results of operations of both First Industrial Realty
Trust, Inc., a Maryland corporation (the "Company"), and the operating partnership of which the company serves as general
partner, First Industrial, L.P., a Delaware limited partnership (the "Operating Partnership"). Unless stated otherwise 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.
At December 31, 2022, the Company owned an approximate 97.7% common general partnership interest in the Operating
Partnership. The remaining approximate 2.3% common limited partnership interests in the Operating Partnership are owned by
limited partners. As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete
discretion over the Operating Partnership's day-to-day management and control and can cause it to enter into certain major
transactions, including acquisitions, dispositions and refinancings.
We have chosen to discuss the financial performance results of operations of both the Company and the Operating
Partnership in this 2022 Annual Report. To help you understand the differences between the Company and the Operating
Partnership, this 2022 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 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, 2022 filed with the Securities and Exchange Commission on
February 16, 2023, a copy of which may be obtained by following the procedures set forth on page B-97 of this 2022 Annual
Report.
Unless stated otherwise in this 2022 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,
specifically;
international, regional and local economic conditions generally and real estate markets
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 outbreak of COVID-19;
potential natural disasters and other potentially catastrophic events such as acts of war and/or terrorism;
technological developments, particularly those affecting supply chains and logistics;
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
other risks and uncertainties described in "Risk Factors" and elsewhere in this 2022 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 2022 Annual Report. We assume no obligation to update or supplement forward-looking statements.
B-2
Background
BUSINESS DISCLOSURE
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, 2022, our in-service portfolio consisted of 416 industrial properties, containing an aggregate of approximately
62.9 million square feet of gross leasable area ("GLA") located in 18 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 97.7% ownership interest ("General Partner Units") at December 31, 2022. 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. 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
2.3% at December 31, 2022, 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 an equity interest in, and provide various services to a joint venture (the "Joint Venture"), through a wholly-
owned TRS of the Operating Partnership. The Joint Venture, like previous joint venture arrangements, is accounted for under
the equity method of accounting and the operating data associated with the Joint Venture is not consolidated with that of the
Company or the Operating Partnership as presented herein.
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
long-term leases;
(ii) obtaining contractual
(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.
rent escalations on our
levels;
rental
• External Growth. We seek to grow externally through (i) the development of best-in-class industrial properties; (ii) the
acquisition of individual or portfolios of industrial properties which meet our investment parameters within our 15
target markets with a primary emphasis in coastal markets; (iii) the expansion of our existing properties; and
(iv) securing 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 light industrial holdings.
Our ability to pursue our long-term growth plans is affected by market conditions and our financial condition and
operating capabilities. See "Summary of 2022" within the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" section of this 2022 Annual Report, starting on page B-7.
B-3
Business Strategies
We utilize the following strategies in connection with the operation of our business:
BUSINESS DISCLOSURE
• 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 with a
primary emphasis in coastal markets. These markets have one or more of the following characteristics: (i) favorable
industrial real estate fundamentals, including improving industrial demand and constrained future 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 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.
teams. When evaluating potential
• 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
industrial property acquisitions and
experienced regional management
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 properties with lower rent growth
prospects and/or assets with less than optimal functionality and redeploy the capital into higher rent growth assets in
key logistics markets primarily with a coastal orientation. We also seek to shrink our holdings of light industrial 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 additional equity securities. We also continually evaluate
joint venture arrangements as another source of capital to finance acquisitions and developments. As of February 15,
2023, we had approximately $610.1 million available for additional borrowings under the Unsecured Credit Facility.
B-4
Competition
BUSINESS DISCLOSURE
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, our 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.
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.
B-5
Human Capital
BUSINESS DISCLOSURE
At December 31, 2022, we had 157 employees, 100% of whom are full-time employees. The average tenure of our
workforce is approximately 12 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. Our Board of Directors is comprised of 43% directors who identify as female, people of color
or both.
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 endeavor to develop each of our employees’ skillsets and decision-making
abilities through challenging project assignments, formal training, mentorship, and recognition. Taken together, these efforts
promote higher levels of satisfaction and employee retention, while creating an enhanced leadership pipeline.
B-6
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Summary of 2022
Our operating results remained strong in 2022. Our year end in-service occupancy was 98.8%, which is a 70 basis point
increase compared to our in-service occupancy at December 31, 2021. Also, during the year ended December 31, 2022, we
grew cash rental rates by 26.7% on new and renewal leases. At December 31, 2022, we had 14 projects comprising 3.6 million
square feet of GLA under development with an estimated investment of approximately $556 million. Additionally, we continue
to position ourselves for future development activity by acquiring land located in our target markets.
In 2022, we completed the following significant real estate activities:
• We acquired 11 industrial properties comprised of approximately 0.5 million square feet of GLA located in our
Northern California, Seattle, South Florida and Southern California markets for an aggregate purchase price of $137.1
million, excluding transaction costs. These properties were 100% leased at December 31, 2022. We additionally
acquired three income-producing land parcels in our Northern California, Seattle and Southern California markets for
an aggregate purchase price of $56.5 million, excluding transaction costs.
• We added to our development pipeline 116 acres of land located in our Central/Eastern Pennsylvania, Houston,
Northern California, South Florida and Southern California markets for an aggregate purchase price of $105.5 million,
excluding transaction costs.
• We placed in-service ten industrial properties comprising approximately 4.1 million square feet of GLA located in our
Central/Eastern Pennsylvania, Dallas/Ft.Worth, Nashville, New Jersey, Phoenix, South Florida, and Southern
California markets at an estimated total cost of $447.8 million. These properties were 100% leased at December 31,
2022.
• We commenced speculative development of 11 industrial buildings totaling 3.3 million square feet of GLA in our
Central/Eastern Pennsylvania, Chicago, Denver, Lehigh Valley, Northern California, South Florida and Southern
California markets.
• We sold nine industrial properties comprising approximately 2.2 million square feet of GLA and one land parcel for
gross sales proceeds of $178.3 million.
• Our Joint Venture sold 391 acres of land located in Phoenix for gross proceeds of $255.3 million. Our pro-rata share of
gain was $74.0 million and we earned an incentive fee of $27.6 million. These amounts exclude our minority partner's
share that we consolidate and report in our financial statements as Noncontrolling Interest.
We completed the following financing activities during the year ended December 31, 2022:
• We paid off $68.0 million in mortgage loans payable,
increasing the percentage of our real estate that was
unencumbered to 99.3% at December 31, 2022.
• We replaced our $260.0 million term loan that was scheduled to mature in September 2022 with a $425.0 million term
loan that matures on October 18, 2027. Based on our current credit ratings and leverage and the related interest rate
hedges with a notional value of $425.0 million that we entered into and commenced in October 2022, our all-in interest
rate on this term loan is 3.64% at December 31, 2022.
•
In November, we drew down the entire principal on a new $300.0 million term loan that matures in August, 2025
unless we extend the term, at our election, pursuant to two, one-year extension options at our election ("2022
Unsecured Term Loan II"). Based on our current credit ratings and leverage and the related interest rate hedges with a
notional value of $300.0 million that we entered into and commenced in December 2022, our all-in interest rate on this
term loan is 4.88% at December 31, 2022.
• We issued 218,230 shares of our common stock, through "at-the-market" ("ATM") offerings, resulting in net proceeds
of $12.8 million.
• We declared an annual cash dividend of $1.18 per common share or Unit, an increase of 9.3% from 2021.
• At December 31, 2022, we had $604.1 million available for additional borrowings under our Unsecured Credit Facility
and cash and cash equivalents and restricted cash was $132.2 million, after excluding our Joint Venture minority
partner's share of cash and cash equivalents that we consolidate and report in our financial statements.
B-7
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
Comparison of Year Ended December 31, 2022 to Year Ended December 31, 2021
Our net income was $381.6 million and $277.2 million for the years ended December 31, 2022 and 2021, respectively.
The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories
for the years ended December 31, 2022 and 2021. Same store properties are properties owned prior to January 1, 2021 and held
as an in-service property through December 31, 2022 and developments and redevelopments that were placed in service prior to
January 1, 2021. 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, 2020 and held as an operating property through December 31, 2022. Sold properties are properties
that were sold subsequent to December 31, 2020. (Re)Developments include developments and redevelopments that were not:
a) substantially complete 12 months prior to January 1, 2021; or b) stabilized prior to January 1, 2021. 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.
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, 2022 and 2021, the average occupancy rates of our same store properties were 98.0%
and 96.0%, respectively.
2022
2021
$ Change
% Change
(In thousands)
REVENUES
Same Store Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 474,602
Acquired Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,034
Sold Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Re) Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,899
31,232
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,162
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 539,929
$ 437,117
$
37,485
1,126
24,505
7,338
6,204
6,908
(13,606)
23,894
8,958
$ 476,290
$
63,639
8.6 %
613.5 %
(55.5)%
325.6 %
144.4 %
13.4 %
Revenues from same store properties increased $37.5 million primarily due to an increase in rental rates and recoverable
income from property expenses, an increase in occupancy and an insurance settlement gain of $1.4 million. Revenues from
acquired properties increased $6.9 million due to the 15 industrial properties acquired subsequent to December 31, 2020 totaling
approximately 0.7 million square feet of GLA. Revenues from sold properties decreased $13.6 million due to the 38 industrial
properties sold subsequent to December 31, 2020 totaling approximately 5.1 million square feet of GLA. Revenues from
(re)developments increased $23.9 million due to an increase in occupancy and tenant recoveries. Revenues from other increased
$9.0 million due to revenues related to acquisitions that were not yet stabilized at December 31, 2020 and therefore are not yet
included in the same store pool, revenues from income-producing land parcels for which our ultimate intent is to redevelop or
develop in the future, joint venture development fees and interest income earned on our cash and cash equivalent balances.
B-8
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
2022
2021
$ Change
% Change
PROPERTY EXPENSES
Same Store Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 117,394
Acquired Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,817
Sold Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Re) Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,405
6,659
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,388
Total Property Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 143,663
(In thousands)
$ 112,431
$
419
5,180
2,078
11,192
4,963
1,398
(2,775)
4,581
4,196
$ 131,300
$
12,363
4.4 %
333.7 %
(53.6)%
220.5 %
37.5 %
9.4 %
Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other
property related expenses. Property expenses from same store properties increased $5.0 million primarily due to increases in real
estate tax expense, repairs and maintenance, insurance and property management expense. Property expenses from acquired
properties increased $1.4 million due to properties acquired subsequent to December 31, 2020. Property expenses from sold
to December 31, 2020. Property expenses from
properties decreased $2.8 million due to properties sold subsequent
(re)developments increased $4.6 million primarily due to the substantial completion of developments. Property expenses from
other increased $4.2 million primarily due to an increase in real estate tax expense related to land parcels purchased in 2021 and
2022 and an increase in certain miscellaneous expenses.
General and administrative expense remained relatively unchanged.
Joint Venture development services expense of $0.9 million for the year ended December 31, 2022, are expenses paid to a
third party to assist with the development of properties in the Joint Venture for which we earn Joint Venture Fees.
2022
2021
$ Change
% Change
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 123,688
Acquired Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,962
Sold Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Re) Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,808
12,427
Corporate Furniture, Fixtures and Equipment and Other . . . . . . . . . . . . . .
4,535
Total Depreciation and Other Amortization . . . . . . . . . . . . . . . . . . . . $ 147,420
(In thousands)
$ 120,262
$
720
5,182
2,139
2,650
3,426
3,242
(2,374)
10,288
1,885
$ 130,953
$
16,467
2.8 %
450.3 %
(45.8)%
481.0 %
71.1 %
12.6 %
Depreciation and other amortization from same store properties increased $3.4 million primarily due to improvements
completed at our properties subsequent to December 31, 2021. Depreciation and other amortization from acquired properties
increased $3.2 million due to properties acquired subsequent to December 31, 2020. Depreciation and other amortization from
sold properties decreased $2.4 million due to properties sold subsequent to December 31, 2020. Depreciation and other
amortization from (re)developments increased $10.3 million primarily due to an increase in depreciation and amortization related
to completed developments. Depreciation from corporate furniture, fixtures and equipment and other increased $1.9 million due
to depreciation and amortization related to properties acquired that were not yet stabilized at December 31, 2020 and therefore
are not yet included in the same store pool.
For the year ended December 31, 2022, we recognized $128.3 million of gain on sale of real estate related to the sale of
nine industrial properties comprising approximately 2.2 million square feet of GLA and one land parcel. 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.
B-9
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Interest expense increased $4.9 million, or 11.1%, primarily due to an increase in the weighted average debt balance
outstanding for the year ended December 31, 2022 ($1,917.4 million) as compared to the year ended December 31, 2021
($1,631.9 million), offset by an increase in capitalized interest of $4.2 million caused by an increase in development projects
eligible for capitalization during the year ended December 31, 2022 as compared to the year ended December 31, 2021, and a
decrease in the weighted average interest rate for the year ended December 31, 2022 (3.41%) as compared to the year ended
December 31, 2021 (3.45%).
Amortization of debt issuance costs decreased $0.2 million, or 6.9%, primarily due to mortgages paid off in 2021 and 2022.
Equity in income of Joint Ventures of $114.9 million for the year ended December 31, 2022 includes our pro-rata share of
gain on sale of real estate by the Joint Venture of $84.1 million as well as incentive fees of $31.3 million we earned from the
Joint Venture. These amounts include our partner's 6% interest in the Joint Venture that we consolidate and report within our
financial statements. 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.
Income tax expense increased $18.5 million, or 378.8%, primarily due to an increase in taxable gains and incentive fees one
of our TRSs recognized from its share of equity in income from the Joint Ventures in the year ended December 31, 2022
compared to the year ended December 31, 2021.
Comparison of Year Ended December 31, 2021 to Year Ended December 31, 2020
A discussion of changes in our results of operations between 2021 and 2020 can be found in "Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Year Ended December 31, 2021 to
Year Ended December 31, 2020" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
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. Of the significant accounting policies discussed 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, which generally consists of land,
buildings, tenant improvements, construction in progress, leasing commissions and deferred lease intangible 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 the carrying value of our long-lived real estate assets 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 future operating performance and market conditions. If any real estate
investment is considered permanently impaired, a loss is recorded to reduce the carrying value of the property to its
estimated fair value. 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.
B-10
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Liquidity and Capital Resources
Cash Flow Activity
The following table summarizes our cash flow activity for the Company for the years ended December 31, 2022 and 2021:
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
410,943
$
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(629,108)
304,503
266,895
(416,823)
9,050
The following table summarizes our cash flow activity for the Operating Partnership for the years ended December 31,
2022 and 2021:
Year Ended December 31,
2022
2021
(In thousands)
Year Ended December 31,
2022
2021
(In thousands)
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
410,897
$
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(629,108)
304,549
267,030
(416,823)
8,915
Changes in cash flow for the year ended December 31, 2022, compared to the prior year are described as follows:
Operating Activities: Cash provided by operating activities increased $144.0 million for the Company (increased $143.9 million
for the Operating Partnership), primarily due to the following:
•
•
•
increase in distributions from our Joint Ventures of $118.0 million in 2022 as compared to 2021 due to funds received
from a sale of real estate from our Joint Venture;
increase in net operating income from same store properties, acquired properties and recently developed properties of
$57.3 million, offset by a decrease in net operating income due to the disposition of real estate of $10.8 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.
Investing Activities: Cash used in investing activities increased $212.3 million, primarily due to the following:
•
•
increase of $160.7 million related to the acquisition and development of real estate as well as payments for
improvements and leasing commissions in 2022 as compared to 2021; and
decrease of $59.3 million in net proceeds received from the disposition of real estate in 2022 as compared to 2021;
offset by:
◦
◦
◦
increase in net proceeds of $3.9 million resulting from distributions from and contributions to our Joint Ventures
in 2022 as compared to 2021;
increase of $1.5 million related to the collection of insurance settlement proceeds; and
decrease of $4.0 million in escrow deposits.
B-11
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Financing Activities: Cash provided by financing activities increased $295.5 million for the Company (increased $295.6 million
for the Operating Partnership), primarily due to the following:
•
increase of $465.0 million in proceeds from refinancing the $260.0 million unsecured term loan with a $425.0 million
unsecured term loan in 2022 and $300.0 million related to the new unsecured term loan we entered into in 2022; offset
by:
◦
◦
◦
◦
◦
decrease of $132.9 million related to net proceeds from the issuance of 218,230 shares of the Company's
common stock under our ATM in 2022 as compared to the net proceeds from the issuance of 2,513,758 shares of
the Company's common stock under our ATM in 2021;
increase in dividend and unit distributions of $15.6 million due to the Company increasing the dividend rate in
2022 as well as an increase in common shares and units outstanding;
decrease in net borrowings under our Unsecured Credit Facility of $15.0 million in 2022 as compared to 2021;
increase in repayments of mortgage loans payable of $5.0 million in 2022 compared to 2021; and
increase in net distributions to noncontrolling interests of $4.4 million in 2022 as compared to 2021.
Material Cash Requirements
At December 31, 2022, our combined restricted cash and cash and cash equivalents were $132.2 million, after excluding
our Joint Venture partner's share of cash and cash equivalents that we consolidate and report in our financial statements. We
also had $604.1 million available for additional borrowings under our Unsecured Credit Facility as of December 31, 2022.
We have considered our short-term (through December 31, 2023) liquidity needs and the adequacy of our estimated cash
flow from operations and other expected liquidity sources to meet these needs. 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, 2023) 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.
B-12
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
We believe that we were in compliance with our financial covenants as of December 31, 2022, and we anticipate that we
will be able to operate in compliance with our financial covenants in 2023. 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 and our access to borrowings on our Unsecured Credit Facility may be limited if we
fail to meet any of these covenants. Total debt, exclusive of unamortized debt issuance costs and unamortized discounts, at
December 31, 2022 and 2021 is detailed below.
Weighted Average
Interest Rate at
December 31, 2022
Outstanding Balance at
December 31, 2022
December 31, 2021
(In thousands)
Weighted Average
Maturity in Years at
December 31, 2022
. . . . . . . .
4.17%
$
10,299
$
79,764
Mortgage Loans Payable, Gross (A)
Senior Unsecured Notes, Gross
Senior Unsecured Bonds (A)
Private Placement Notes (A)
. . . . . . . . . . . . . .
. . . . . . . . . . . . . .
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured Term Loans, Gross
2015 Unsecured Term Loan . . . . . . . . . . . . . .
2021 Unsecured Term Loan (B) . . . . . . . . . . . .
2022 Unsecured Term Loan (C) . . . . . . . . . . . .
2022 Unsecured Term Loan II (D) . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured Credit Facility (E) . . . . . . . . . . . . . .
Total Debt . . . . . . . . . . . . . . . . . . . . . .
Subtotal
(A) These loans have a fixed interest rate.
7.58%
3.66%
N/A
1.84%
3.64%
4.88%
5.16%
48,571
950,000
998,571
—
200,000
425,000
300,000
925,000
143,000
48,571
950,000
998,571
260,000
200,000
—
—
460,000
79,000
$
2,076,870
$
1,617,335
5.7
6.3
7.0
N/A
3.5
4.8
4.6
3.5
(B) The interest rate is based on one-month LIBOR plus a spread of 0.85%. We have interest rate swaps, with an aggregate
notional value of $200.0 million, that effectively fix the LIBOR rate that results in an all-in interest rate of 1.84% at December
31, 2022. These interest rate swaps mature in February 2026.
(C) The interest rate is based on one-month SOFR plus a spread of 0.85% plus a SOFR adjustment of 0.10%. We have interest
rate swaps, with an aggregate notional value of $425.0 million, that effectively fix the SOFR rate that results in an all-in interest
rate of 3.64% at December 31, 2022. These interest rate swaps mature in September 2027.
(D) The interest rate is based on daily SOFR plus a spread of 0.85% plus a SOFR adjustment of 0.10%.We have interest rate
swaps, with an aggregate notional value of $300.0 million, that effectively fix the SOFR rate that results in an all-in interest rate
of 4.88% at December 31, 2022. These interest rate swaps mature in December 2025 ($150.0 million notional) and August
2027 ($150.0 million notional). Weighted average maturity reflected in the table above assumes we extended the maturity
pursuant to two, one-year extension options, subject to certain conditions.
(E) The interest rate is a variable rate based on one-month LIBOR plus 77.5 basis points and a facility fee of 15 basis points. Our
balance under our Unsecured Credit Facility changes depending on our cash needs and the interest rate and facility fee are each
subject to adjustment based on our leverage and investment grade rating. Weighted average maturity reflected in the table above
assumes we extended the maturity pursuant to two, six-month extension options, subject to certain conditions. As of
February 15, 2023, we had approximately $610.1 million available for additional borrowings under our Unsecured Credit
Facility.
As of December 31, 2022, 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.
B-13
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Our other material cash requirements from known contractual and other obligations as of December 31, 2022 include an
estimate of remaining payments on the completion of development projects under construction for the Company and our
proportionate share of the Joint Venture of $263.1 million and $25.0 million, respectively, which includes all costs necessary to
place the properties into service. The majority of these construction costs will need to be funded in one year or less.
Off-Balance Sheet Arrangements
At December 31, 2022, we had letters of credit and performance bonds outstanding amounting to $22.6 million in the
aggregate. The letters of credit and performance bonds are not reflected as liabilities on our balance sheet. We have no other
off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
results of operation or liquidity and capital resources.
Environmental
We paid approximately $0.6 million and $1.0 million during the years ended December 31, 2022 and 2021, respectively,
related to environmental expenditures. We estimate 2023 expenditures of approximately $2.0 million which has been accrued at
December 31, 2022. We estimate that the aggregate expenditures which need to be expended in 2023 and beyond with regard to
currently identified environmental issues will not exceed approximately $5.9 million which has been accrued at December 31,
2022.
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 2022 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 Unsecured
Credit Facility.
Market Risk
The following discussion about our risk-management activities includes "forward-looking statements" that involve risk
and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. Our business
subjects us to market risk from interest rates, as described below.
Interest Rate Risk
The following analysis presents the hypothetical gain or loss in earnings, cash flows or fair value of the financial
instruments and derivative instruments which are held by us at December 31, 2022 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.
B-14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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 SOFR as its preferred alternative rate for USD LIBOR in debt and derivative financial instruments. As of
December 31, 2022, our Unsecured Credit Facility, our 2021 Unsecured Term Loan 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. We plan to modify the affected debt agreements
and the related interest rate swaps prior to June 2023 and do not anticipate the modifications will have a material impact on our
Consolidated Financial Statements.
At December 31, 2022, $1,933.8 million or 93.1% of our total debt, excluding unamortized debt issuance costs, was fixed
rate debt. As of the same date, $143.0 million or 6.9% of our total debt, excluding unamortized debt issuance costs, was
variable rate debt. 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, 2022 and 2021, the fixed rate debt amounts include variable rate debt that has
been effectively swapped to a fixed rate through the use of derivative instruments with an aggregate notional amount
outstanding of $925.0 million and $460.0 million, respectively, that mitigate our exposure to our Unsecured Term Loans'
variable interest rates, which are based on LIBOR and SOFR. 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. We
designated all of the swaps related to our Unsecured Term Loans as cash flow hedges. Currently, we do not enter into financial
instruments for trading or other speculative purposes. See Material Cash Requirements for further details on the derivative
instruments. As of December 31, 2022 and 2021, the estimated fair value of our debt was approximately $1,945.4 million and
$1,691.3 million, respectively, based on our estimate of the then-current market interest rates.
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 and SOFR rates relevant
to our variable rate debt were to have increased 10%, we estimate that our interest expense during the years ended December
31, 2022 and 2021 would have increased by approximately $0.8 million and $0.01 million, respectively, based on our average
outstanding floating-rate debt during the years ended December 31, 2022 and 2021. 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 $5.5 million and $5.6 million during the years ended December 31, 2022 and 2021.
B-15
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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 2022 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-16
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,
2022
2021
2020
2019
2018
(In thousands)
Net Income Available to First Industrial Realty Trust, Inc.'s
Common Stockholders and Participating Securities . . . . . . . . $359,134
$270,997
$195,989
$238,775
$163,239
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 . . . . . . . . . . . .
146,448
130,062
128,814
120,516
115,659
—
—
—
—
2,285
(128,268)
(115,024)
(150,310)
—
(86,751)
(4,443)
(124,942)
(16,714)
(80,909)
—
23,658
15,222
4,853
357
2,198
(843)
3,095
406
—
(883)
Funds from Operations Available to First Industrial Realty Trust,
Inc.'s Common Stockholders and Participating Securities . . . $301,170
$255,959
$234,964
$221,136
$199,391
(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 began excluding 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-17
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, 2022 and 2021.
Same Store Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 474,602
Same Store Property Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(117,394)
Same Store Net Operating Income Before Same Store Adjustments . . . . . . . . . . . . . . . . . . . . . . . $ 357,208
$ 437,117
(112,431)
$ 324,686
Same Store Adjustments:
Straight-line Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11,468)
(11,330)
Year Ended December 31,
2022
2021
(In thousands)
Above (Below) Market Lease Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(927)
Lease Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(119)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 344,694
Same Store Net Operating Income
Subsequent Events
(1,016)
(560)
$ 311,780
From January 1, 2023 to February 15, 2023, we acquired one industrial building for a purchase price of approximately
$6.0 million, excluding transaction costs.
B-18
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.
General economic conditions and other events or occurrences that affect areas in which our properties are
geographically concentrated, may impact financial results.
We are exposed to the economic conditions and other events and occurrences in the local, regional and national
geographies in which we own properties. Our operating performance is further impacted by the economic conditions of the
specific markets in which we have concentrations of properties.
At December 31, 2022, operating properties located in California (Northern California and Southern California markets)
and Pennsylvania represented 23.6% and 10.7%, respectively, of our consolidated net operating income for the year ended
December 31, 2022. Our revenues from, and the value of, our properties located in California and Pennsylvania may be affected
by local real estate conditions (such as an oversupply of or reduced demand for industrial properties) and the local economic
climate. Business layoffs, downsizing, industry slowdowns, changing demographics and other factors may adversely impact
California’s and Pennsylvania's economic climate. Because of the investments we have located in California and Pennsylvania,
a downturn in California’s or Pennsylvania's economy or changes to factors affecting the real estate market, including changes
to state income tax and property tax laws, could adversely affect our business.
B-19
RISK FACTORS
No other market besides California and Pennsylvania contributed more than 10% of our total consolidated net operating
income for the year ended December 31, 2022. Our operating performance could be adversely affected if conditions become
less favorable in any of the markets in which we have a concentration of properties. Conditions such as an oversupply of
logistics space or a reduction in demand for logistics space, among other factors, may impact operating conditions. Any
material oversupply of logistics space or material reduction in demand for logistics space could adversely affect our overall
business.
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. Tenants may declare bankruptcy, resulting in limited remedies and rejection of leases.
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 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.
B-20
We may be unable to sell properties on advantageous terms.
RISK FACTORS
We have routinely sold properties to third parties as conditions warrant and, as part of our business, we intend to continue
to do so. However, our ability to sell properties on advantageous terms depends on factors beyond our control, including
competition from other sellers and the availability of attractive financing for potential buyers. If we are unable to sell properties
on favorable terms or to redeploy the proceeds in accordance with our business strategy, then our financial condition, results of
operations, cash flow and ability to make distributions to our stockholders and unitholders, the market price of the Company's
common stock and the market value of the Units could be adversely affected. Further, if we sell properties by providing
financing to purchasers, defaults by the purchasers would adversely affect our operations and financial condition.
We may be unable to complete development and re-development projects on advantageous terms.
As part of our business, we develop new properties and re-develop existing properties as conditions warrant. This part of
our business involves significant risks, including the following:
• we may not be able to obtain financing for these projects on favorable terms;
• we may have delays in obtaining construction materials and may be subject to increases in costs of 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 investigation, sampling and remediation and typically do not
include an asbestos survey. While some of these assessments have led to further investigation and sampling, none of our
environmental assessments of our properties have revealed an environmental liability that we believe would have a material
adverse effect on our business, financial condition or results of operations taken as a whole. However, we cannot give any
B-21
RISK FACTORS
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. Such policy may not be able to
be renewed or may be subject to additional restrictions or limitations. 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 investigation, clean-up and monitoring into the cost. Further, 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.
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 covenants that are
applicable to our properties and, in particular, costs associated with complying with regulations such as the Americans with
Disabilities Act of 1990 (the "ADA") may result in unanticipated expenses. The properties in our portfolio are subject to
various covenants and U.S. federal, state and local laws and regulatory requirements, including permitting and licensing
requirements. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed
by community developers may restrict our use of our properties and may require us to obtain approval from local officials or
restrict our use of our properties and may require us to obtain approval from local officials of community standards
organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking
renovations of any of our existing properties. Among other things, these restrictions may relate to fire and safety, seismic or
hazardous material abatement requirements. There can be no assurance that existing laws and regulatory policies will not
adversely affect us or the timing or cost of any future acquisitions or renovations, or that additional regulation will not be
adopted that increase such delays or result in additional costs. Our growth strategy may be affected by our ability to obtain
permits, licenses and zoning relief. Our failure to obtain such permits, licenses and zoning relief or to comply with applicable
laws could have an adverse effect on our financial condition, results of operations and cash flow.
In addition, under the ADA, all places of public accommodation are required to meet certain U.S. federal requirements
related to access and use by disabled persons. Noncompliance with the ADA could result in an order to correct any non-
complying feature, which could result in substantial capital expenditures. We do not conduct audits or investigations of all of
these properties to determine their compliance and we cannot predict the ultimate cost of compliance with the ADA, or other
legislation. If one or more of our properties in which we invest is not in compliance with the ADA, or other legislation, then we
would be required to incur additional costs to bring the property into compliance. If we incur substantial costs to comply with
the ADA or other legislation, our financial condition, results of operations, cash flow, our ability to satisfy debt service
obligations and to make distributions to our stockholders and unitholders, the market price of the Company's common stock and
the market value of the Units could be adversely affected.
B-22
Adverse market and economic conditions could cause us to recognize impairment charges.
RISK FACTORS
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:
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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
• 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.
B-23
We are exposed to the potential impacts of future climate change.
RISK FACTORS
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,
owner's protective professional indemnity and rental loss insurance. Our coverage includes policy specifications and limits
customarily carried for similar properties and business activities. We evaluate our level of insurance coverage and deductibles
using analysis and modeling, as is customary in our industry. However, we do not insure against all types of casualty, and we
may not fully insure against certain perils 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.
B-24
Debt financing, the degree of leverage and rising interest rates could reduce our cash flow.
RISK FACTORS
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 SOFR as its preferred alternative rate for USD LIBOR in debt and derivative financial instruments. As of
December 31, 2022, our Unsecured Credit Facility, our $200.0 million term loan 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. We plan to modify the affected debt agreements
and the related interest rate swaps prior to June 2023.
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-25
RISK FACTORS
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 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.
Our outstanding mortgage contains, 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 interest rates may also influence the
B-26
RISK FACTORS
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:
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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-27
Risks Related to Our Organization and Structure:
RISK FACTORS
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 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.
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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.
B-28
RISK FACTORS
• 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.
If the Company were to fail to qualify as a REIT in any taxable year, the Company would be subject to federal income tax
at corporate rates. This could result in a discontinuation or substantial reduction in distributions to our stockholders and
unitholders, and 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 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.
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.
B-29
General Risk Factors:
RISK FACTORS
A future outbreak of highly infectious or contagious diseases similar to COVID-19 may adversely affect our business.
The COVID-19 pandemic 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. 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:
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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 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 and other disruptions to our computer systems.
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. Our business is also at risk from and may be impacted by our computer systems malfunctioning or being subject of a
significant disruption.
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.
B-30
RISK FACTORS
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 or their systems may malfunction or otherwise become subject to disruption.
Our computer systems are essential to the operation of our business and our ability to perform day-to-day operations and,
in some cases, may be critical to the operations of certain of our tenants. A successful cybersecurity attack or other disruption of
our computer systems could, among other things:
•
•
•
•
•
•
•
•
•
compromise the confidential information of our employees, tenants and vendors;
disrupt the proper functioning of our networks and systems, and therefore our operations and/or those of certain of our
tenants;
in the unauthorized access to, and destruction,
result
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;
subject us to legal liability; 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.
B-31
We may be unable to retain and attract key management personnel.
RISK FACTORS
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-32
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,
2022. 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, 2022, 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, 2022 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein
starting on page B-35. 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 2022 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over
financial reporting.
B-33
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, 2022. 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, 2022, 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, 2022 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 Operating Partnership's internal control over financial reporting that occurred during the
fourth quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the Operating Partnership's
internal control over financial reporting.
B-34
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, 2022 and 2021, 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, 2022, 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, 2022,
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, 2022 and 2021, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2022 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, 2022, 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-33. 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 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.
B-35
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 11 industrial properties for consideration of
approximately $137.1 million, of which approximately $102.3 million was recorded to land and $32.0 million to building and
improvements/construction in progress during the year ended December 31, 2022.
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, including the significant assumptions related to
land comparables, discount rates, terminal capitalization rates and market rent; and (ii) the audit effort involved the use of
professionals with specialized skill and knowledge.
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 value estimates, (iv) evaluating the appropriateness of 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 15, 2023
We have served as the Company's auditor since 1993.
B-36
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, 2022 and 2021, 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, 2022, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in
the United States of America. Also in our opinion, the Operating Partnership maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2022, 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
included in Management's Report on Internal Control over Financial Reporting appearing page B-34. Our
reporting,
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.
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.
B-37
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 11 industrial properties for consideration
of approximately $137.1 million, of which approximately $102.3 million was recorded to land and $32.0 million to building
and improvements/construction in progress during the year ended December 31, 2022.
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, including the significant assumptions related to
land comparables, discount rates, terminal capitalization rates and market rent; and (ii) the audit effort involved the use of
professionals with specialized skill and knowledge.
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 value estimates, (iv) evaluating the appropriateness of 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 15, 2023
We have served as the Operating Partnership's auditor since 1996.
B-38
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
2022
December 31,
2021
(In thousands, except share and per
share data)
Assets:
Investment in Real Estate:
ASSETS
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Buildings and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in Progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Investment in Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,646,179
3,442,957
253,903
(921,480)
4,421,559
24,580
133,244
11,874
7,135
8,822
122,918
24,090
200,100
4,954,322
LIABILITIES AND EQUITY
Liabilities:
Indebtedness:
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and Contingencies (see Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity:
First Industrial Realty Trust Inc.'s Equity:
Common Stock ($0.01 par value, 225,000,000 shares authorized and 132,141,503
and 131,747,725 shares issued and outstanding) . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Paid-in Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained Earnings (Distributions in Excess of Accumulated Earnings) . . . . . . . . . . .
Accumulated Other Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
Total First Industrial Realty Trust, Inc.'s Equity . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities and Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
10,299
993,742
919,260
143,000
178,879
22,266
15,152
100,166
41,259
2,424,023
1,321
2,401,334
23,131
33,412
2,459,198
71,101
2,530,299
4,954,322
$
$
$
$
1,387,198
3,020,221
239,025
(868,296)
3,778,148
24,927
58,591
189
5,104
36,049
98,727
21,316
156,047
4,179,098
79,674
993,021
458,325
79,000
153,096
22,592
9,252
98,588
37,178
1,930,726
1,317
2,376,026
(178,293)
(4,238)
2,194,812
53,560
2,248,372
4,179,098
The accompanying notes are an integral part of the consolidated financial statements.
B-39
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
(In thousands, except per share data)
Revenues:
Lease Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Joint Venture Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
532,237
$
473,236
$
437,543
1,322
6,370
321
2,733
590
9,895
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
539,929
476,290
448,028
Expenses:
Property Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Joint Venture Development Services Expense . . . . . . . . . . . . . . . . . . . .
Depreciation and Other Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense):
Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Other Income (Expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from Operations Before Equity in Income (Loss) of
Joint Ventures and Income Tax Provision . . . . . . . . . . .
Equity in Income (Loss) of Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net Income Attributable to the Noncontrolling Interests . . . . . . . . . . .
143,663
33,972
909
147,420
325,964
128,268
(49,013)
(3,187)
76,068
290,033
114,942
(23,363)
381,612
(22,478)
131,300
34,610
—
130,953
296,863
150,310
(44,103)
(3,423)
102,784
282,211
(161)
(4,879)
277,171
(6,174)
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)
Net Income Available to First Industrial Realty Trust, Inc.'s Common
Stockholders and Participating Securities . . . . . . . . . . . . . . . . . . . . $
359,134
$
270,997
$
195,989
Basic and Diluted Earnings Per Share:
Net Income Available to First Industrial Realty Trust, Inc.'s Common
Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted Average Shares Outstanding - Basic . . . . . . . . . . . . . . . . . . . . . . .
Weighted Average Shares Outstanding - Diluted . . . . . . . . . . . . . . . . . . . . .
2.72
$
2.09
$
132,024
132,103
129,688
129,775
1.53
127,711
127,904
The accompanying notes are an integral part of the consolidated financial statements.
B-40
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Acceleration of Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mark-to-Market Gain (Loss) on Derivative Instruments . . . . . . . . . . . . . . . . .
Amortization of Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive Income Attributable to Noncontrolling Interests . . . . . . . . . .
Comprehensive Income Attributable to First Industrial Realty Trust, Inc. $
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
381,612
—
38,107
410
420,129
(23,366)
396,763
(In thousands)
277,171
$
—
12,567
410
290,148
(6,464)
283,684
$
$
$
200,169
201
(10,906)
410
189,874
(3,964)
185,910
The accompanying notes are an integral part of the consolidated financial statements.
B-41
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Common
Stock
Additional
Paid-in
Capital
(Distributions
in Excess of
Accumulated
Earnings)
Retained
Earnings
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests
Total
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 Interests . . . . . . . . . .
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 Interests . . . . . . . . . .
Reallocation—Additional Paid-in Capital . . . . . . . . . . . .
Reallocation—Other Comprehensive Income . . . . . . . . .
Balance as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . $
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Income . . . . . . . . . . . . . . . . . . . . .
Issuance of Common Stock, Net of Issuance Costs . . . . .
Stock Based Compensation Activity . . . . . . . . . . . . . . . .
Common Stock Dividends and Unit Distributions
($1.18 Per Share/Unit) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units to Common Stock .
Contributions from Noncontrolling Interests . . . . . . . . . .
Distributions to Noncontrolling Interests . . . . . . . . . . . . .
Reallocation—Additional Paid-in Capital . . . . . . . . . . . .
Reallocation—Other Comprehensive Income . . . . . . . . .
1,270
$
2,140,847
$
(370,835) $
(6,883) $
33,864
$
1,798,263
—
—
18
—
—
2
—
—
—
—
—
78,331
3,243
—
2,088
—
182
—
195,989
—
—
(2,975)
(128,473)
—
—
—
—
—
(10,079)
—
—
—
—
—
—
9
4,180
(216)
—
7,188
(2,470)
(2,090)
4,321
(182)
(9)
200,169
(10,295)
78,349
7,456
(130,943)
—
4,321
—
—
1,290
$
2,224,691
$
(306,294) $
(16,953) $
44,586
$
1,947,320
—
—
25
1
1
—
—
—
—
—
145,443
1,825
—
1,760
—
2,307
—
270,997
—
—
(2,294)
(140,702)
—
—
—
—
—
12,687
—
—
—
—
—
—
28
6,174
290
—
9,519
(2,941)
(1,761)
28
(2,307)
(28)
277,171
12,977
145,468
9,051
(143,643)
—
28
—
—
1,317
$
2,376,026
$
(178,293) $
(4,238) $
53,560
$
2,248,372
—
—
2
1
1
—
—
—
—
—
—
12,744
3,526
—
2,443
—
—
6,595
—
359,134
—
—
(1,483)
(156,227)
—
—
—
—
—
—
37,629
—
—
—
—
—
—
—
21
22,478
381,612
888
—
11,299
(3,749)
(2,444)
103
(4,418)
(6,595)
(21)
38,517
12,746
13,343
(159,976)
—
103
(4,418)
—
—
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . $
1,321
$
2,401,334
$
23,131
$
33,412
$
71,101
$
2,530,299
The accompanying notes are an integral part of the consolidated financial statements.
B-42
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
December 31,
2022
Year Ended
December 31,
2021
(In thousands)
Year Ended
December 31,
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
381,612
$
277,171
$
200,169
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Amortization, Including Equity Based Compensation . . . . . . . . . . . . . . . . . . .
Equity in (Income) Loss of Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Involuntary Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Straight-line Rental Income and Expense, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other
Assets, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities,
Rents Received in Advance and Security Deposits . . . . . . . . . . . . . . . . . . . . . .
Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . .
119,477
3,187
32,845
(114,942)
118,034
(128,268)
(1,495)
(25,962)
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)
(4,852)
(472)
3,861
31,307
410,943
13,946
266,895
(2,671)
240,430
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(305,326)
(352,922)
(220,223)
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments on Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contributions from Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions to Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Provided by Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash . . . . . . . . . . . . . . . . . .
Cash, Cash Equivalents and Restricted Cash, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . .
(522,368)
(314,084)
(198,496)
175,409
(450)
1,495
(5,616)
29,356
(1,608)
234,726
(4,461)
—
(1,550)
21,407
61
203,864
(14,950)
6,476
(42,744)
19,938
(5,603)
(629,108)
(416,823)
(251,738)
(5,265)
12,823
(2,942)
(155,333)
(69,465)
—
465,000
720,000
(656,000)
103
(4,418)
304,503
86,338
58,780
(6,452)
145,760
(5,126)
(139,710)
(64,450)
—
—
289,000
(210,000)
28
—
9,050
(140,878)
199,658
(3,363)
78,718
(5,944)
(127,338)
(30,146)
300,000
—
247,000
(405,000)
4,321
—
58,248
46,940
152,718
199,658
Cash, Cash Equivalents and Restricted Cash, End of Year . . . . . . . . . . . . . . $
145,118
$
58,780
$
B-43
FIRST INDUSTRIAL REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
Year Ended
December 31,
2022
Year Ended
December 31,
2021
(In thousands)
Year Ended
December 31,
2020
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Paid, Net of Interest Expense Capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest Expense Capitalized in Connection with Development Activity and Joint Venture
Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash Paid for Operating Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Supplemental Schedule of Non-Cash Operating Activities:
46,445
16,298
3,760
3,444
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets . . . . . . . . . . . . . $
949
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Common Stock Dividends and Unit Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . $
41,259
Exchange of Limited Partnership Units for Common Stock:
$
$
$
$
$
$
44,184
12,140
3,366
3,261
819
37,178
$
$
$
$
$
$
Noncontrolling Interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(2,444) $
(1,761) $
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Paid-in Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Assumption of Other Assets in Connection with the Acquisition of Real Estate . . . . . . . . . . . . . $
Assumption of Liabilities in Connection with the Acquisition of Real Estate . . . . . . . . . . . . . . . $
Accounts Payable Related to Construction in Progress and Additions to Investment in Real
Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Tenant Improvements Funded by Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Write-off of Fully Depreciated Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1
2,443
— $
— $
2,115
86,456
610
$
$
$
1
1,760
— $
3,611
1,990
82,526
28,559
$
$
$
$
(35,716) $
(36,799) $
48,849
6,847
1,573
2,821
1,341
33,703
(2,090)
2
2,088
—
—
18,579
34,008
—
(45,302)
The accompanying notes are an integral part of the consolidated financial statements.
B-44
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
December 31,
2022
December 31,
2021
(In thousands, except Unit data)
Assets:
Investment in Real Estate:
ASSETS
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Buildings and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in Progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,646,179
3,442,957
253,903
(921,480)
1,387,198
3,020,221
239,025
(868,296)
Net Investment in Real Estate (including $313,245 and $277,984 related to
consolidated variable interest entities, see Note 5) . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Indebtedness:
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Commitments and Contingencies (see Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Partners' Capital:
First Industrial L.P.'s Partners' Capital:
General Partner Units (132,141,503 and 131,747,725 units outstanding) . . . . . . . . .
Limited Partners Units (3,055,766 and 2,935,203 units outstanding) . . . . . . . . . . . . .
Accumulated Other Comprehensive Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . .
Total First Industrial L.P.'s Partners' Capital . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Partners' Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Liabilities and Partners' Capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4,421,559
24,580
133,244
11,874
7,135
8,822
122,918
24,090
209,381
4,963,603
10,299
993,742
919,260
143,000
178,879
22,266
15,152
100,166
41,259
2,424,023
2,395,601
95,015
34,186
2,524,802
14,778
2,539,580
4,963,603
$
$
$
3,778,148
24,927
58,591
189
5,104
36,049
98,727
21,316
165,282
4,188,333
79,674
993,021
458,325
79,000
153,096
22,592
9,252
98,588
37,178
1,930,726
2,175,549
81,435
(4,331)
2,252,653
4,954
2,257,607
4,188,333
The accompanying notes are an integral part of the consolidated financial statements.
B-45
FIRST INDUSTRIAL L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
(In thousands, except per Unit data)
Revenues:
Lease Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Joint Venture Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
532,237
$
473,236
$
437,543
1,322
6,370
321
2,733
590
9,895
Total Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
539,929
476,290
448,028
Expenses:
Property Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Joint Venture Development Services Expense . . . . . . . . . . . . . . . . . . . .
Depreciation and Other Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Income (Expense):
Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Other Income (Expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from Operations Before Equity in Income (Loss) of
Joint Ventures and Income Tax Provision . . . . . . . . . . .
Equity in Income (Loss) of Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income Tax Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net Income Attributable to the Noncontrolling Interests . . . . . . . . . . .
Net Income Available to Unitholders and Participating Securities . . . . . $
Basic Earnings Per Unit:
143,663
33,972
909
147,420
325,964
128,268
(49,013)
(3,187)
76,068
290,033
114,942
(23,363)
381,612
(14,093)
367,519
Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.73
Diluted Earnings Per Unit:
Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted Average Units Outstanding - Basic . . . . . . . . . . . . . . . . . . . . . . . .
Weighted Average Units Outstanding - Diluted . . . . . . . . . . . . . . . . . . . . . .
2.72
134,229
134,681
131,300
34,610
—
130,953
296,863
150,310
(44,103)
(3,423)
102,784
119,195
32,848
—
129,638
281,681
86,751
(51,293)
(3,428)
32,030
282,211
198,377
(161)
(4,879)
277,171
(133)
277,038
2.10
2.09
131,740
132,237
$
$
$
4,200
(2,408)
200,169
(235)
199,934
1.54
1.53
129,752
130,127
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
B-46
FIRST INDUSTRIAL L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Acceleration of Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mark-to-Market Gain (Loss) on Derivative Instruments . . . . . . . . . . . . . . . .
Amortization of Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive Income Attributable to Noncontrolling Interests . . . . . . . . .
Year Ended
December 31,
2022
Year Ended
December 31,
2021
(In thousands)
Year Ended
December 31,
2020
381,612
$
277,171
$
200,169
—
38,107
410
420,129
(14,093)
—
12,567
410
290,148
(133)
201
(10,906)
410
189,874
(235)
Comprehensive Income Attributable to Unitholders . . . . . . . . . . . . . . . $
406,036
$
290,015
$
189,639
The accompanying notes are an integral part of the consolidated financial statements.
B-47
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
General
Partner
Units
Limited
Partner
Units
Accumulated
Other
Comprehensive
(Loss) Income
Noncontrolling
Interests
Total
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 . . . . . . . . . . . . . . . . . . . .
Balance as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Contribution of General Partner Units, Net of Issuance Costs . . .
Stock Based Compensation Activity . . . . . . . . . . . . . . . . . . . . . . .
Unit Distributions ($1.18 Per Unit) . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units to General Partner Units . . .
Contributions from Noncontrolling Interests . . . . . . . . . . . . . . . . .
Distributions to Noncontrolling Interests . . . . . . . . . . . . . . . . . . . .
1,750,656
$
63,618
$
(7,013) $
1,023
$
1,808,284
195,745
—
78,349
268
(128,473)
2,090
—
—
4,189
—
—
7,188
(2,470)
(2,090)
—
—
—
(10,295)
—
—
—
—
—
—
235
—
—
—
—
—
4,401
(731)
200,169
(10,295)
78,349
7,456
(130,943)
—
4,401
(731)
1,898,635
$
70,435
$
(17,308) $
4,928
$
1,956,690
270,855
—
145,468
(468)
(140,702)
1,761
—
—
6,183
—
—
9,519
(2,941)
(1,761)
—
—
—
12,977
—
—
—
—
—
—
133
—
—
—
—
—
64
(171)
277,171
12,977
145,468
9,051
(143,643)
—
64
(171)
2,175,549
$
81,435
$
(4,331) $
4,954
$
2,257,607
359,045
—
12,746
2,044
(156,227)
2,444
—
—
8,474
—
—
11,299
(3,749)
(2,444)
—
—
—
38,517
—
—
—
—
—
—
14,093
381,612
—
—
—
—
—
242
(4,511)
38,517
12,746
13,343
(159,976)
—
242
(4,511)
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,395,601
$
95,015
$
34,186
$
14,778
$
2,539,580
The accompanying notes are an integral part of the consolidated financial statements.
B-48
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
December 31,
2022
Year Ended
December 31,
2021
(In thousands)
Year Ended
December 31,
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: . . .
381,612
$
277,171
$
200,169
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of Debt Issuance Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Amortization, Including Equity Based Compensation . . . . . . . . . . . . . . . . . . .
Equity in (Income) Loss of Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions from Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Sale of Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on Involuntary Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Straight-line Rental Income and Expense, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other
Assets, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities,
Rents Received in Advance and Security Deposits . . . . . . . . . . . . . . . . . . . . . .
Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . . . .
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119,477
3,187
32,845
(114,942)
118,034
(128,268)
(1,495)
(25,962)
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)
(4,898)
(337)
4,512
31,307
410,897
13,946
267,030
(2,671)
241,081
(305,326)
(352,922)
(220,223)
(522,368)
(314,084)
(198,496)
175,409
(450)
1,495
(5,616)
29,356
(1,608)
234,726
(4,461)
—
(1,550)
21,407
61
203,864
(14,950)
6,476
(42,744)
19,938
(5,603)
Net Cash Used in Investing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(629,108)
(416,823)
(251,738)
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 Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments on Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Cash Provided by Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash . . . . . . . . . . . . . . . . . .
Cash, Cash Equivalents and Restricted Cash, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . .
(5,265)
12,823
(2,942)
(155,333)
242
(4,511)
(69,465)
—
465,000
720,000
(656,000)
304,549
86,338
58,780
(6,452)
145,760
(5,126)
(139,710)
64
(171)
(64,450)
—
—
289,000
(210,000)
8,915
(140,878)
199,658
Cash, Cash Equivalents and Restricted Cash, End of Year . . . . . . . . . . . . . . $
145,118
$
58,780
$
(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
199,658
B-49
FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
Year Ended
December 31,
2022
Year Ended
December 31,
2021
(In thousands)
Year Ended
December 31,
2020
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Paid, Net of Interest Expense Capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest Expense Capitalized in Connection with Development Activity and Joint Venture
Investment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Cash Paid for Operating Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Supplemental Schedule of Non-Cash Operating Activities:
46,445
16,298
3,760
3,444
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets . . . . . . . . . . . . . $
949
Supplemental Schedule of Non-Cash Investing and Financing Activities:
General and Limited Partner Unit Distributions Payable . . . . . . . . . . . . . . . . . . . . . . . . . . $
41,259
$
$
$
$
$
$
44,184
12,140
3,366
3,261
819
37,178
$
$
$
$
$
$
Exchange of Limited Partner Units for General Partner Units:
Limited Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
General Partner Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Assumption of Other Assets in Connection with the Acquisition of Real Estate . . . . . . . . . . . . . $
Assumption of Liabilities in Connection with the Acquisition of Real Estate . . . . . . . . . . . . . . . $
Accounts Payable Related to Construction in Progress and Additions to Investment in Real
Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Tenant Improvements Funded by Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Write-off of Fully Depreciated Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(2,444) $
(1,761) $
2,444
— $
— $
2,115
86,456
610
$
$
$
1,761
— $
3,611
1,990
82,526
28,559
$
$
$
$
(35,716) $
(36,799) $
(45,302)
48,849
6,847
1,573
2,821
1,341
33,703
(2,090)
2,090
—
—
18,579
34,008
—
The accompanying notes are an integral part of the consolidated financial statements.
B-50
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.
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 97.7% and 97.8%
ownership interest ("General Partner Units") at December 31, 2022 and 2021, 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"), the operating data of which, together with that of the
Operating Partnership, is consolidated with that of the Company as presented herein. The Operating Partnership holds at least a
99% limited partnership interest in each of the Other Real Estate Partnerships. The general partners of the Other Real Estate
Partnerships are separate corporations, wholly-owned by the Company, each with at least a .01% general partnership interest in
the Other Real Estate Partnerships. The Company does not have any significant assets or liabilities other than its investment in
the Operating Partnership and its 100% ownership interest in the general partners of the Other Real Estate Partnerships. The
Company's noncontrolling interest in the Operating Partnership of approximately 2.3% and 2.2% at December 31, 2022 and
2021, 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 an equity interest in, and provide various services to a joint venture (the "Joint Venture"), through a wholly-
owned TRS of the Operating Partnership. The Joint Venture, like previous joint venture arrangements, is accounted for under
the equity method of accounting and the operating data associated with the Joint Venture is not consolidated with that of the
Company or the Operating Partnership as presented herein. See Note 5 for more information.
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, 2022, we owned 426 industrial properties located in 18 states, containing an aggregate of
approximately 65.3 million square feet of gross leasable area ("GLA"). Of the 426 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-51
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, 2022 and 2021 and for each of the years ended
December 31, 2022, 2021 and 2020 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, 2022 and 2021, and the reported amounts of revenues and
expenses for each of the years ended December 31, 2022, 2021 and 2020. 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 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 to development projects from the point we begin undergoing activity necessary to
get the development ready for its intended use. Interest is capitalized using the weighted average borrowing rate during the
construction period. Upon substantial completion, we reclassify construction in progress to building and tenant improvements
and commence depreciation.
B-52
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Depreciation expense is computed using the straight-line method based on the following useful lives:
Buildings and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, Fixtures and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Years
3 to 50
1 to 25
3 to 5
Tenant Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 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:
B-53
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In-Place Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Above Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below Market Ground Lease Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tenant Relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Included in Total Assets, Net of $28,590 and $24,933 of Accumulated
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Below Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total Included in Total Liabilities, Net of $18,004 and $15,040 of Accumulated
Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
15,152
December 31,
2022
December 31,
2021
19,373
$
15,428
1,319
1,462
1,936
24,090
15,152
1,621
1,507
2,760
21,316
9,252
9,252
$
$
$
Amortization expense related to in-place leases and tenant relationships was $6,098, $4,498 and $8,201 for the years
ended December 31, 2022, 2021 and 2020, respectively. For the years ended December 31, 2022, 2021 and 2020, lease revenue
increased by $2,679, $1,442 and $1,962, respectively, 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, 2022 as follows:
Estimated
Amortization
of In-Place
Leases and Tenant
Relationships
Estimated Net
Increase to
Rental Revenues
Related to
Above and Below
Market Leases
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6,127
4,449
3,265
2,316
1,540
$
$
$
$
$
3,746
3,074
2,283
1,613
1,196
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 joint venture arrangements. We have determined
to account for our investment in the joint ventures under the equity method of accounting, as we do not have a majority voting
interest, operational control or financial control. Control is determined using accounting standards related to the consolidation
of joint ventures and variable interest entities ("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) or
recognized, either in whole or in part, during the period that real estate assets are sold from the Joint Venture.
We account for our interests in the Joint Ventures using the hypothetical liquidation at book value model. Under this
method, we record our Equity in Income (Loss) of Joint Ventures based on our proportionate share of the Joint Venture's
earnings based on our ownership interest, after giving effect to incentive fees which we are entitled to receive.
B-54
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
We classify distributions received from equity method investments using the cumulative earnings approach. In general,
distributions received are considered returns on the investment and classified as cash inflows from operating activities. If,
however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of
investment, exceed cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as
cash inflows from investing activities.
On a periodic basis, management assesses whether there are any indicators that the value of our investments in joint
venture arrangements 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 an
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,
2022 and 2021 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,
2022, 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 the Joint Venture that is accounted
for under the equity method of accounting. Our ownership interest in the Joint Venture is held through a partnership with a third
party ("Joint Venture Partnership"). We concluded that we hold the power to direct the activities that most significantly impact
the economic performance of the Joint Venture Partnership. As a result, we consolidate the Joint Venture Partnership, which
holds an aggregate 49% interest in the Joint Venture 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. 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.
B-55
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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. Several of our leases require tenants to pay real
estate taxes directly to taxing authorities. We exclude from property expenses certain lessor costs, such as real estate taxes, that
the we contractually require the tenant to pay directly to a third party on our behalf. The amounts paid directly to third parties
by tenants for lessor costs are also excluded from lease revenues.
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.
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
B-56
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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.
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 record 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.
B-57
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 debt, leases, derivatives and
other contracts. The guidance in ASU 2020-04 is optional and may be elected through December 31, 2024 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.
Reclassifications
Joint Venture Fees for the years ended December 31, 2021 and 2020 have been reclassified from the Other Revenue line
item in the consolidated statements of operations to conform to the 2022 presentation.
B-58
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
3. Investment in Real Estate
Acquisitions
The following table summarizes our acquisition of industrial properties and land parcels for the years ended December 31,
2022, 2021 and 2020. 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, 2022, 2021 or 2020.
Number of Industrial Properties Acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
GLA (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase Price of Industrial Properties Acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Purchase Price of Income Producing Land Parcels Acquired (A)
Purchase Price of Land Parcels Acquired (B)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
Year Ended December 31,
2022
2021
2020
11
0.5
4
0.2
8
1.5
137,126
$
38,727
$
154,410
56,525
105,486
—
—
302,223
69,617
Total Purchase Price (C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
299,137
$
340,950
$
224,027
(A) For the year ended December 31, 2022, includes $11,676, $1,577, $3,850 and ($4,950) allocated to building improvements/
construction in progress, other assets, in-place leases and below market leases, respectively.
(B) 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.
(C) 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, 2022 and 2021:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Building and Improvements/Construction in Progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In-Place Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Above Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Below Market Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2022
2021
252,158
$
309,475
43,685
2,975
9,246
23
(8,950)
28,839
1,663
973
—
—
Total Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
299,137
$
340,950
B-59
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Sales
The following table summarizes our property and land dispositions for the years ended December 31, 2022, 2021 and
2020:
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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
9
2.2
29
2.9
29
1.9
178,340
128,268
$
$
243,407
150,310
$
$
153,351
86,751
Year Ended December 31,
2022
2021
2020
(A) Included as one industrial property for each of the years ended December 31, 2021 and 2020 was 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 each of the years ended December 31,
2022 and 2021.
B-60
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:
Interest
Rate at
December 31,
2022
4.17%
Effective
Interest
Rate at
Issuance
4.17%
Outstanding Balance at
Mortgage Loans Payable, Gross . . . . . $
December 31,
2022
10,299
December 31,
2021
79,764
$
Unamortized Debt Issuance Costs . . . . .
—
(90)
Mortgage Loans Payable, Net . . . . . . . $
Senior Unsecured Notes, Gross
10,299
$
79,674
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
$
998,571
Unamortized Debt Issuance Costs . . . . .
Unamortized Discounts . . . . . . . . . . . . . .
(4,777)
(52)
(5,491)
(59)
Senior Unsecured Notes, Net . . . . . . . . $
993,742
$
993,021
Unsecured Term Loans, Gross
2015 Unsecured Term Loan . . . . . . . . . .
2021 Unsecured Term Loan (A) . . . . . . . .
2022 Unsecured Term Loan (A) . . . . . . . .
2022 Unsecured Term Loan II (A)(B)
. . . .
Subtotal
. . . . . . . . . . . . . . . . . . . . . . . . . $
—
200,000
425,000
300,000
925,000
Unamortized Debt Issuance Costs . . . . .
(5,740)
Unsecured Term Loans, Net
Unsecured Credit Facility (C)
. . . . . . . . $
919,260
. . . . . . . . $
143,000
260,000
200,000
—
—
$
$
$
460,000
(1,675)
458,325
79,000
7.15%
7.60%
7.75%
4.30%
3.86%
4.40%
3.97%
3.96%
2.74%
2.84%
N/A
1.84%
3.64%
4.88%
Maturity
Date
8/1/2028
5/15/2027
7/15/2028
4/15/2032
4/20/2027
2/15/2028
4/20/2029
7/23/2029
2/15/2030
9/17/2030
9/17/2032
7.11%
8.13%
7.87%
4.30%
3.86%
4.40%
4.23%
3.96%
2.74%
2.84%
N/A
N/A
N/A
N/A
N/A
7/7/2026
10/18/2027
8/12/2025
5.16%
N/A
7/7/2025
(A) The interest rate at December 31, 2022 includes the impact of derivative instruments in which we entered to effectively
convert the variable rate to a fixed rate. See Note 12.
(B) At our option, we may extend the maturity pursuant to two, one-year extension options, subject to certain conditions.
(C) At our option, we may extend the maturity pursuant to two, six-month extension options, subject to certain conditions.
Amounts exclude unamortized debt issuance costs of $3,285 and $4,577 as of December 31, 2022 and 2021, respectively,
which are included in the line item Prepaid Expenses and Other Assets, Net.
Mortgage Loans Payable, Net
During the years ended December 31, 2022 and 2021, we paid off mortgage loans in the amount of $67,973 and $60,471,
respectively.
B-61
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
As of December 31, 2022, mortgage loans payable are collateralized by industrial properties with a net carrying value of
$31,772. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage
loans as of December 31, 2022.
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.
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 August 12, 2022, we entered into a three-year, $300,000 unsecured term loan (the "2022 Unsecured Term Loan II") of
which the entire principal was borrowed on November 1, 2022. The 2022 Unsecured Term Loan II matures in August 2025,
unless we extend the term, at our election, pursuant to two, one-year extension options, subject to certain conditions. At
December 31, 2022, the 2022 Unsecured Term Loan II requires interest-only payments and bears interest at a variable rate
based on daily SOFR, plus a 0.10% SOFR adjustment, plus 85 basis points. The interest rate is subject to adjustment based on
changes to our leverage ratio and credit ratings and our achievement of a sustainability-linked pricing metric. Additionally,
during the year ended December 31, 2022, we entered into interest rate swaps with an aggregate notional value of $300,000 that
lock the SOFR rate at 3.93% commencing December 1, 2022. The all-in interest rate at December 31, 2022 is 4.88%. $150,000
of the notional amount of the interest rate swaps matures in December 2025 and $150,000 of the notional amount of the
remaining interest rate swaps matures in August 2027. See Note 12 for additional information.
On April 18, 2022, we entered into a five-year, $425,000 unsecured term loan (the "2022 Unsecured Term Loan"). The
2022 Unsecured Term Loan matures in October 2027. At December 31, 2022, the 2022 Unsecured Term Loan requires interest-
only payments and bears interest at a variable rate based on the one-month SOFR, plus a 0.10% SOFR adjustment, plus 85 basis
points. The interest rate is subject to adjustment based on changes to our leverage ratio and credit ratings and our achievement
of a sustainability-linked pricing metric. Additionally, during the year ended December 31, 2022, we entered into interest rate
swaps with an aggregate notional value of $425,000 that lock the SOFR rate at 2.69% commencing October 3, 2022. The all-in
interest rate at December 31, 2022 is 3.64%. The interest rate swaps mature September 30, 2027. See Note 12 for additional
information.
Our $200,000 unsecured term loan (the "2021 Unsecured Term Loan", and together with the 2022 Unsecured Term Loan
II and the 2022 Unsecured Term Loan, the "Unsecured Term Loans") matures on July 7, 2026. At December 31, 2022, 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. Additionally, we have
interest rate swaps with an aggregate notional value of $200,000 that lock the LIBOR rate at 0.99% and mature in February
2026. The all-in interest rate at December 31, 2022 is 1.84%. See Note 12 for additional information. 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
Our $750,000 revolving credit agreement (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, 2022, the Unsecured
Credit Facility requires interest-only 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.
B-62
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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:
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
320
335
443,349
200,364
556,449
876,053
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,076,870
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, 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.
Fair Value
At December 31, 2022 and 2021, the fair value of our indebtedness was as follows:
December 31, 2022
December 31, 2021
Carrying
Amount (A)
Fair
Value
Carrying
Amount (A)
Fair
Value
10,299
$
9,765
$
79,764
$
81,700
Mortgage Loans Payable, Net . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Senior Unsecured Notes, Net
. . . . . . . . . . . . . . . . . . . . . . . . . . .
998,519
Unsecured Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unsecured Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
925,000
143,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,076,818
883,444
909,187
143,000
998,512
460,000
79,000
1,070,067
460,486
79,000
$ 1,945,396
$ 1,617,276
$ 1,691,253
(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 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.
B-63
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
5. Variable Interest Entities
The Other Real Estate Partnerships are 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, 2022
December 31, 2021
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
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
313,245
$
277,984
13,000
2,915
13,261
12,919
13,087
9,126
10,984
9,480
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
355,340
$
320,661
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts Payable, Accrued Expenses and Other Liabilities . . . . . . . . . . . . . . . . . . . $
Operating Lease Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rents Received in Advance and Security Deposits . . . . . . . . . . . . . . . . . . . . . . . . . .
Partners' Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,148
$
10,249
7,917
319,026
Total Liabilities and Partners' Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
355,340
$
9,496
10,277
7,470
293,418
320,661
Joint Ventures
Through a wholly-owned TRS of the Operating Partnership, we own a 43% interest in the Joint Venture. Since we own
our interest in the Joint Venture through a partnership with a third party and we hold the power to direct the activities that most
significantly impact the economic performance of the partnership, we consolidate the partnership and reflect our partner's 6%
interest in the Joint Venture within the financial statements. Additionally, we owned a 49% interest in a joint venture that sold
its remaining acres of land and ceased operations during the year ended December 31, 2021 (the "Former Joint Venture"
together with the Joint Venture, the "Joint Ventures"). The Joint Ventures were formed for the purpose of developing, leasing,
operating and selling land located in the Phoenix, Arizona metropolitan area.
Under the operating agreements for 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,
the Joint Venture's operating agreement provides us the ability to earn incentive fees based on the ultimate financial
performance of the Joint Venture.
During the years ended December 31, 2022 and 2021, we earned fees of $1,717 and $407, respectively, from the Joint
Ventures related to asset management and development services we provided to the Joint Ventures, of which we deferred
recognition of $395 and $86, respectively, due to our economic interest in the Joint Ventures. During the year ended December
31, 2022, we incurred fees of $909 related to third-party development management services associated with the Joint Venture.
At December 31, 2022 and 2021, we had a receivable from the Joint Ventures of $34 and $56, respectively.
Net income of the Joint Ventures for the years ended December 31, 2022 and 2021 was $171,511 and $14,905,
respectively. Included in net income during the year ended December 31, 2022 is gain on sale of real estate of $171,671 related
to the sale of 391 acres of land for which our economic share of the gain on sale was $84,119. 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 acres of land from the
Former Joint Venture for which our economic share of the gain on sale was $7,142. However, since the Company was the
purchaser of the 138 net acres, we netted our portion of gain on sale against the basis of the land acquired.
B-64
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
For the year ended December 31, 2022, we earned incentive fees of $31,308 from the Joint Venture, which are reflected in
the Equity In Income of Joint Ventures line item in the consolidated statement of operations. For the year ended December 31,
2021, we earned incentive fees of $3,024 from the Former Joint Venture, which were netted against the basis of the real estate
acquired from the Former Joint Venture.
The Joint Venture has three buildings under development comprising an aggregate 1.8 million square feet (the "Project")
at December 31, 2022. During the year ended December 31, 2022, in connection with the Project, the Joint Venture entered into
a construction loan with a capacity of $149,514 with a third party lender (the "Joint Venture Loan"). As of December 31, 2022,
the balance of the Joint Venture Loan is $9,037, exclusive of $1,188 of debt issuance costs. With respect to the Joint Venture
Loan, we provided a completion guarantee to the lender and our third-party joint venture partner that requires the Company to
timely complete construction of the Project. Total estimated investment for the Project is approximately $210,300 and the Joint
Venture is using a third-party contractor to develop the buildings pursuant to a guaranteed maximum price contract. We also
provided a guarantee to the lender related to typical non-recourse exceptions and an environmental indemnity. It is not possible
to estimate the amount of additional costs, if any, that we may incur in connection with our completion guarantees to the third
party lender and/or our joint venture partner as well as the non-recourse exception and environmental indemnity guarantees;
however, we do not expect that we will be required to make any significant payments in satisfaction of these guarantees.
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). 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
Our ownership interest in the Joint Venture is held through a 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 partnership. As a result, we
consolidate the partnership and reflect the third party's interest in the partnership that invests in the Joint Venture as a
Noncontrolling Interest. For the year ended December 31, 2022, our partner's share of the partnership's income was $14,003
and was reflected in the Equity in Income (Loss) of Joint Ventures and the Net Income Attributable to the Noncontrolling
Interests line items in the Consolidated Statements of Operations. The Noncontrolling Interests line item in the Consolidated
Balance Sheets includes $14,018 that is our third party partner's interest at December 31, 2022.
B-65
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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, 2022, the Operating Partnership could satisfy its redemption
obligations by making an aggregate cash payment of approximately $147,471 or by issuing 3,055,766 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, 2022 and 2021, there were no
preferred shares or general partner preferred Units outstanding.
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, 2022:
B-66
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 Service Awards and Performance Units (as defined in Note 11) . . . . . . . . .
Repurchase and Retirement of Service Awards and Performance Units
(as defined in Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units (A)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 Service Awards and Performance Units (as defined in Note 11) . . . . . . . . .
Repurchase and Retirement of Service Awards and Performance Units
(as defined in Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units (A)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 Service Awards and Performance Units (as defined Note 11) . . . . . . . . . . .
Repurchase and Retirement of Service Awards and Performance Units
(as defined in Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Conversion of Limited Partner Units (A)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares of
Common Stock
Outstanding
General Partner and
Limited Partner
Units Outstanding
126,994,478
129,417,222
1,842,281
—
107,752
(65,709)
172,610
1,842,281
464,975
107,752
(67,676)
—
129,051,412
131,764,554
2,513,758
—
133,803
(55,201)
103,953
2,513,758
337,685
133,803
(66,872)
—
131,747,725
134,682,928
218,230
—
49,964
(13,437)
139,021
218,230
280,081
49,964
(33,934)
—
Balance at December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132,141,503
135,197,269
(A) For the years ended December 31, 2022, 2021 and 2020, 139,021, 103,953 and 172,610 Limited Partner Units, respectively,
were converted into an equivalent number of shares of common stock of the Company, resulting in a reclassification of $2,444,
$1,761 and $2,090, respectively, of noncontrolling interest to the Company's equity.
B-67
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 years
ended December 31, 2022, 2021 and 2020, we issued 218,230, 2,513,758 and 1,842,281 shares of the Company's common
stock under the ATM, respectively, which resulted in $12,823, $145,760 and $78,718 of net proceeds, respectively, and
payment of compensation to certain sales agents of $130, $1,472 and $795, respectively.
Dividends/Distributions
The following table summarizes dividends/distributions accrued during the past three years:
Common Stock/Operating Partnership Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
159,976
$
143,643
$
130,943
2022
Total
Dividend/
Distribution
2021
Total
Dividend/
Distribution
2020
Total
Dividend/
Distribution
B-68
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
7. Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in accumulated other comprehensive income (loss) by component for the
Company and the Operating Partnership for the years ended December 31, 2022 and 2021:
Derivative
Instruments
Total for
Operating
Partnership
Comprehensive
Income (Loss)
Attributable to
Noncontrolling
Interest
Total for
Company
Balance as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . $
(17,308) $
(17,308) $
355
$
(16,953)
Other Comprehensive Income Before Reclassifications . . . .
Amounts Reclassified from Accumulated Other
Comprehensive Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Current Period Other Comprehensive Income . . . .
6,146
6,146
6,831
12,977
6,831
12,977
(262)
—
(262)
Balance as of December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . $
(4,331) $
(4,331) $
93
$
Other Comprehensive Income Before Reclassifications . . . .
Amounts Reclassified from Accumulated Other
Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Current Period Other Comprehensive Income . . . .
39,021
39,021
(504)
38,517
(504)
38,517
(867)
—
(867)
Balance as of December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . $
34,186
$
34,186
$
(774) $
5,884
6,831
12,715
(4,238)
38,154
(504)
37,650
33,412
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, 2022, 2021 and 2020:
Accumulated Other Comprehensive (Income) Loss
Components
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
Affected Line Items in the
Consolidated Statements of
Operations
Amount Reclassified from Accumulated Other
Comprehensive (Income) Loss
Derivative Instruments:
Amortization of Previously Settled Derivative
Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Settlement (Receipts) Payments to our
Counterparties . . . . . . . . . . . . . . . . . . . . . . . . .
Acceleration of 2020 Swap (as defined in Note 12)
410
(914)
—
410
6,421
—
410
Interest Expense
6,516
Interest Expense
201 General & Administrative
$
(504) $
6,831
$
7,127 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 2021 Swaps, the 2022 Swaps and the 2022 Swaps II (as defined in Note 12) will also be reclassified to net income.
B-69
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
8. Earnings Per Share and Earnings Per Unit ("EPS"/"EPU")
The computation of basic and diluted EPS of the Company is presented below:
Numerator:
Net Income Available to First Industrial Realty Trust, Inc.'s Common
Stockholders and Participating Securities . . . . . . . . . . . . . . . . . . . . $
Net Income Allocable to Participating Securities . . . . . . . . . . . . . . . . . .
Net Income Available to First Industrial Realty Trust, Inc.'s
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
359,134
$
270,997
$
195,989
(348)
(299)
(314)
Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
358,786
$
270,698
$
195,675
Denominator (In Thousands):
Weighted Average Shares - Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132,024
129,688
127,711
Effect of Dilutive Securities:
Performance Units (See Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted Average Shares - Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
87
132,103
129,775
193
127,904
Basic and Diluted EPS:
Net Income Available to First Industrial Realty Trust, Inc.'s
Common Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2.72
$
2.09
$
1.53
The computation of basic and diluted EPU of the Operating Partnership is presented below:
Year Ended
December 31,
2022
Year Ended
December 31,
2021
Year Ended
December 31,
2020
Numerator:
Net Income Available to Unitholders and Participating Securities . . . . $
Net Income Allocable to Participating Securities . . . . . . . . . . . . . . . . .
367,519
(877)
Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . $
366,642
$
$
277,038
(770)
276,268
$
$
199,934
(662)
199,272
Denominator (In Thousands):
Weighted Average Units - Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134,229
131,740
129,752
Effect of Dilutive Securities that Result in the Issuance of General
Partner Units: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance Units and certain Performance RLP Units (See Note 11) .
Weighted Average Units - Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic EPU:
452
134,681
497
132,237
375
130,127
Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . $
Diluted EPU:
Net Income Available to Unitholders . . . . . . . . . . . . . . . . . . . . . . . $
2.73
2.72
$
$
2.10
2.09
$
$
1.54
1.53
At December 31, 2022, 2021 and 2020, participating securities for the Company include 143,080, 147,937 and 211,920,
respectively, of Service Awards (see Note 11), which participate in non-forfeitable distributions. At December 31, 2022, 2021,
and 2020, participating securities for the Operating Partnership include 336,030, 378,548 and 444,407, 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.
B-70
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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,
2022, 2021 and 2020, the Company qualified as a REIT and incurred no federal income tax expense; accordingly, the only
federal income taxes included in the accompanying Consolidated Financial Statements relate to activities of our TRSs. The
components of the income tax provision for the years ended December 31, 2022, 2021 and 2020 is comprised of the following:
Year Ended December 31,
2022
2021
2020
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(226) $
(2,458) $
(356)
(1,936)
(3,659)
(1,718)
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(19,154)
(3,627)
(454)
(31)
2,969
—
Total Income Tax Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(23,363) $
(4,879) $
(2,408)
Deferred income taxes represent the tax effect of the temporary differences between the book and tax basis of assets and
liabilities. Deferred income tax assets and liabilities include the following as of December 31, 2022 and 2021:
Year Ended December 31,
2022
2021
Basis Difference - Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Section 163(j) Interest Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other - Temporary Differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,603
$
551
263
Total Deferred Income Tax Assets, Net of Allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,417
$
Deferred Income - Investment in Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other - Temporary Differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Deferred Income Tax Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total Net Deferred Income Tax (Liabilities) Assets . . . . . . . . . . . . . . . . . . . . . . . . . . $
(24,340) $
(299)
(24,639) $
(22,222) $
332
316
243
891
—
(332)
(332)
559
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,
2022, 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 2019 and thereafter. There were no
material interest or penalties recorded for the years ended December 31, 2022, 2021 and 2020.
B-71
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Federal Income Tax Treatment of Common Dividends
For the years ended December 31, 2022, 2021 and 2020, 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 (B) . . . . . . . . . . . . . . . . . .
Qualified Dividend . . . . . . . . . . . . . . . . . . . .
$
As a
Percentage
of
Distributions
90.85 % $
0.51 %
1.42 %
7.22 %
100.00 % $
2021
0.9928
0.0060
0.0128
0.0684
1.0800
As a
Percentage
of
Distributions
91.93 % $
0.55 %
1.19 %
6.33 %
100.00 % $
2020
0.5800
0.2576
0.1624
—
1.0000
As a
Percentage
of
Distributions
58.00 %
25.76 %
16.24 %
0.00 %
100.00 %
2022
1.0720
0.0060
0.0168
0.0852
1.1800
(A) For the years ended December 31, 2022, 2021 and 2020, the Code Section 199A dividend is equal to the total ordinary
income dividend.
(B) For the year ended December 31, 2022, Section 1061 of the Code related to Capital Gains for One Year Amounts was 52.0%
and for Three Year Amounts was 12.6%.
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-72
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 six years and our ground leases have remaining terms of 32 years to 49 years. For
the year ended December 31, 2022, we recognized $3,458 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, 2022,
and thereafter:
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Lease Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less Imputed Interest (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,771
2,643
2,423
1,952
1,549
55,975
67,313
(45,047)
22,266
(A) Calculated using the discount rate for each lease.
As of December 31, 2022, our weighted average remaining lease term for the Operating Leases is 38.5 years and the
weighted average discount rate is 7.2%.
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, 2022 are approximately as follows:
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
406,903
374,301
337,512
289,469
231,940
551,171
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,191,296
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.
B-73
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 in which officers, certain employees and the Company's independent directors are eligible to participate (the "Stock
Incentive Plan"). Among other forms of allowed awards, awards made under the Stock Incentive Plan during the three years
ended December 31, 2022 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, 2022, awards covering 2.5 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, 2022, 2021 and 2020,
the Company granted 35,867, 58,568, and 59,263
performance units ("Performance Units"), respectively, to certain employees. In addition, the Company granted 208,454,
263,621 and 322,477 RLP Units, respectively, for the years ended December 31, 2022, 2021 and 2020, 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 each Performance Award vests 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 a specified group of peer industrial real
estate companies. The performance period for awards issued in 2022 is three years and compensation expense is charged to
earnings over the applicable vesting period for the Performance Awards. At the end of the 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.
The Performance Awards issued for the years ended December 31, 2022, 2021 and 2020, had fair value of $7,266, $7,162,
and $7,883, respectively. The fair values were determined by a lattice-binomial option-pricing model based on Monte Carlo
simulations using the following assumptions:
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.75 %
2.49 %
2.22 %
Expected volatility - range used . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.89% - 28.74% 29.00% - 37.18% 16.25% - 17.56%
Expected volatility - weighted average . . . . . . . . . . . . . . . . . . . . . . .
24.91 %
32.44 %
16.97 %
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.22% - 1.21%
0.02% - 0.19%
1.63% - 1.68%
Year Ended
December 31, 2022
Year Ended
December 31, 2021
Year Ended
December 31, 2020
Performance Award transactions for the year ended December 31, 2022 are summarized as follows:
Outstanding at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . .
Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . .
Performance
Units
Weighted
Average
Grant Date
Fair Value
Performance
RLP Units
Weighted
Average
Grant Date
Fair Value
142,498
35,867
$
$
(2,117) $
(31,167) $
145,081
$
19.47
29.74
21.42
12.45
23.49
724,425
208,454
$
$
(12,803) $
(180,646) $
739,430
$
19.45
29.74
20.65
13.54
23.78
B-74
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Service Based Awards
During the years ended December 31, 2022, 2021 and 2020, the Company awarded 78,482, 67,127, and 80,387 of
restricted stock units ("Service Units"), respectively, to certain employees and outside directors. In addition, for the years ended
December 31, 2022, 2021 and 2020, the Company awarded 57,907, 51,525 and 119,596 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.
The Service Awards issued for the years ended December 31, 2022, 2021 and 2020 had fair value of $8,032, $5,195 and
$8,641, respectively. Service Award transactions for the year ended December 31, 2022 are summarized as follows:
Outstanding at December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . .
Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding at December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . .
Compensation Expense Related to Long-Term Compensation
Weighted
Average
Grant Date
Fair Value
Service RLP
Units
Weighted
Average
Grant Date
Fair Value
41.95
57.60
48.94
40.27
51.41
158,169
57,907
$
$
— $
(97,069) $
119,007
$
41.60
60.64
—
40.38
51.85
Service Units
147,937
78,482
$
$
(1,752) $
(81,587) $
143,080
$
For the years ended December 31, 2022, 2021 and 2020, we recognized $15,722, $13,719 and $12,931, 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 $3,605, $2,405 and $2,030 for the years ended
December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, we had $10,566 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 0.91 years.
Retirement Eligibility
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, we recognize expense for 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, 2022, 2021 and 2020, total
expense related to matching contributions was $1,314, $1,186 and $977, respectively.
B-75
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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.
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 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 six interest rate swaps, with an
aggregate notional value of $260,000, that fixed the one-month LIBOR rate at a weighted average rate of 1.79% and matured
on September 12, 2022 (the "2015 Swaps").
During the year ended December 31, 2022, we entered into eight interest rate swaps (the "2022 Swaps") with an aggregate
notional value of $425,000 to manage our exposure to changes in the one-month SOFR rate related to our 2022 Unsecured
Term Loan. The 2022 Swaps commenced October 3, 2022 and fix the one-month SOFR rate at 2.69% and mature on
September 30, 2027. We have designated the 2022 Swaps as cash flow hedges.
Additionally, during the year ended December 31, 2022, we entered into seven interest rate swaps (the "2022 Swaps II")
with an aggregate notional value of $300,000 to manage our exposure to changes in the adjusted daily simple SOFR rate related
to our 2022 Unsecured Term Loan II. The 2022 Swaps II commenced December 1, 2022 and fix the daily simple SOFR rate at
3.93%. $150,000 of the 2022 Swaps II's notional value matures on December 1, 2025 and the remaining $150,000 of the 2022
Swaps II's notional value matures on August 1, 2027. We have designated the 2022 Swaps II as cash flow hedges.
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 was no longer expected to be probable to occur.
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, 2022, 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-76
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table sets forth our financial assets and liabilities related to the 2015 Swaps, the 2021 Swaps, the 2022
Swaps and the 2022 Swaps II, which are included in the line items Prepaid Expenses and Other Assets, Net or Accounts
Payable, Accrued Expenses and Other Liabilities and are accounted for at fair value on a recurring basis as of December 31,
2022 and 2021:
Fair Value Measurements at Reporting Date Using:
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Unobservable
Inputs
(Level 3)
Fair Value at
December 31, 2022
Description
Derivatives designated as a hedging instrument:
Assets:
2021 Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2022 Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities:
2022 II Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
17,976
19,057
— $
— $
17,976
19,057
(253)
— $
(253)
Fair Value at
December 31, 2021
Derivatives designated as a hedging instrument:
Assets:
2021 Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Liabilities:
2015 Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
1,341
(2,668)
— $
1,341
— $
(2,668)
—
—
—
—
—
There was no ineffectiveness recorded on the 2015 Swaps, the 2021 Swaps, the 2022 Swaps or the 2022 II Swaps during
the year ended December 31, 2022. See Note 7 for more information regarding our derivatives.
The estimated fair value of the 2015 Swaps, the 2021 Swaps, the 2022 Swaps and the 2022 II 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 2015 Swaps, the 2021 Swaps, the 2022 Swaps and the 2022 II Swaps
fell within Level 2 of the fair value hierarchy.
B-77
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
13. Related Party Transactions
At December 31, 2022 and 2021, the Operating Partnership had receivable balances of $9,285 and $9,239, respectively,
from a direct wholly-owned subsidiary of the Company.
14. Commitments and Contingencies
In the normal course of business, we are involved in legal actions arising from the ownership of our industrial properties.
In our opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially
adverse effect on our consolidated financial position, operations or liquidity.
At December 31, 2022, we had outstanding letters of credit and performance bonds in the aggregate amount of $22,612.
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, 2022, we had 14 industrial properties totaling approximately 3.6
million square feet of GLA under construction. The estimated total investment associated with these properties, as of
December 31, 2022, is approximately $556,200 (unaudited). Of this amount, approximately $263,100 (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, 2023 to February 15, 2023, we acquired one industrial building for a purchase price of $6,000, excluding
transaction costs.
B-78
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T
FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.
SCHEDULE III: REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2022
NOTES:
(a) See description of encumbrances in Note 4 to the Consolidated Financial Statements. For purposes of this schedule the
total principal balance of a mortgage loan payable that is collateralized by a pool of properties is allocated among the
properties in the pool based on each property's carrying balance.
(b) Depreciation is computed based upon the following estimated lives:
Buildings and Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 to 50 years
Land Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 to 25 years
Tenant Improvements, Leasehold Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lease Term
At December 31, 2022, the aggregate cost of land and buildings and equipment, excluding construction in progress, for
federal income tax purpose was approximately $4.8 billion.
The changes in investment in real estate for the three years ended December 31, are as follows:
2022
2021
2020
(In thousands)
4,646,444
$
4,109,896
$
3,830,209
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 . . . . . . . . . . . . . . . . . . . . . .
312,841
496,190
(90,762)
(21,674)
Balance, End of Year Including Real Estate Held for Sale . . . . . . . . . . . $
5,343,039
Real Estate Held for Sale (A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Balance, End of Year Excluding Real Estate Held for Sale . . . . . . . . . . $
5,343,039
$
$
347,190
351,453
(139,207)
(22,888)
4,646,444
—
4,646,444
$
$
247,250
160,491
(109,070)
(18,984)
4,109,896
(22,263)
4,087,633
The changes in accumulated depreciation for the three years ended December 31, are as follows:
Balance, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Depreciation for Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disposition of Real Estate Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Write-off of Fully Depreciated and Other Assets . . . . . . . . . . . . . . . . . . . . .
Balance, End of Year Including Real Estate Held for Sale . . . . . . . . . . $
Real Estate Held for Sale (B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, End of Year Excluding Real Estate Held for Sale . . . . . . . . . . $
2022
2021
2020
(In thousands)
868,296
$
839,349
$
119,477
(45,246)
(21,047)
921,480
—
921,480
$
$
107,876
(58,055)
(20,874)
868,296
—
868,296
$
$
804,780
102,533
(49,390)
(18,574)
839,349
(6,956)
832,393
_______________
(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-93
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
December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Closing High
Closing Low
$50.68
$55.62
$65.32
$65.01
$66.48
$56.69
$53.91
$47.39
$43.82
$44.14
$46.13
$56.31
$53.08
$52.08
$46.92
$40.64
Dividend/
Distribution
Declared
$0.295
$0.295
$0.295
$0.295
$0.270
$0.270
$0.270
$0.270
As of February 15, 2023, the Company had 327 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 128 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 2022.
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, 2022, the Operating Partnership issued 280,081 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
redeemed as of December 31, 2022, the Operating Partnership could satisfy its redemption obligations by making an aggregate
cash payment of approximately $147.5 million or by issuing 3,055,766 shares of the Company's common stock.
B-94
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
$350
$300
$250
$200
$150
$100
$50
$0
12/17
12/18
12/19
12/20
12/21
12/22
FIRST INDUSTRIAL REALTY TRUST, INC.
S&P 500
FTSE NAREIT Equity REITs
(A)
$100 invested on 12/31/17 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
12/17
. $ 100.00
FIRST INDUSTRIAL REALTY TRUST, INC.
S&P 500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100.00
FTSE NAREIT Equity REITs . . . . . . . . . . . . . . . $ 100.00
_______________
$
$
$
12/18
12/19
12/20
12/21
12/22
94.37
$ 139.05
$ 144.86
$ 232.24
$ 173.34
95.62
$ 125.72
$ 148.85
$ 191.58
$ 156.89
95.38
$ 120.17
$ 110.56
$ 158.36
$ 119.78
(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-95
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
DIRECTORS
Matthew S. Dominski†‡§
Chairman
First Industrial Realty Trust, Inc.
Peter E. Baccile‡
Director, President and Chief Executive Officer
First Industrial Realty Trust, Inc.
Executive Vice President — West Region
Teresa B. Bazemore*
Peter O. Schultz
Executive Vice President — East Region
Christopher M. Schneider
President and Chief Executive Officer
Federal Home Loan Bank of San Francisco
Director
T. Rowe Price Funds
Chief Information Officer and Senior Vice President —
H. Patrick Hackett, Jr.* †‡
Operations
Donald R. Stoffle
Executive Director — Dispositions
Principal
HHS Co.
Chairman
Wintrust Financial Corporation
Robert J. Walter
Denise A. Olsen*†
Senior Vice President — Capital Markets and Asset Management
Senior Managing Director
Jennifer Matthews Rice
General Counsel and Secretary
Arthur J. Harmon
GEM Realty Capital
John Rau*§
Lead Independent Director
First Industrial Realty Trust, Inc.
Vice President — Investor Relations and Marketing
President, Chief Executive Officer and Director
Sara Niemiec
Chief Accounting Officer
Miami Corporation
Chairman
BMO Financial Corp.
Director
Southern Company Gas
Marcus Smith‡§
Director
MSCI Inc.
Audit Committee
Committee Membership Legend
*
†
‡
§
Compensation Committee
Investment Committee
Nominating/Corporate
Governance Committee
B-96
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
To contact First Industrial’s Lead Independent 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
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
to our Vice President —
any communications
Investor Relations
“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.
and Marketing
Annual Meeting
The Annual Meeting of Stockholders of First Industrial
Realty Trust, Inc., will be held virtually on Wednesday,
May 3, 2023, at 9:00 A.M. CDT over the Internet.
B-97
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FirstIndustrial.com