UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________________

Form 10-K

___________________________________________________________________________



ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2013~~2014



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 333-21873

_____________________________________________________________________________

FIRST INDUSTRIAL, L.P.

(Exact name of Registrant as specified in its Charter)

______________________________________________________________________________



Delaware		36-3924586
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

311 S. Wacker Drive, Suite 3900, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(312) 344-4300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

______________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No ý

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨		Accelerated filer	ý

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Table of Contents

FIRST INDUSTRIAL, L.P.

TABLE OF CONTENTS

	Page
PART I.
Item 1. Business	4
Item 1A. Risk Factors	7
Item 1B. Unresolved SEC Comments	1415
Item 2. Properties	1415
Item 3. Legal Proceedings	2021
Item 4. Mine Safety Disclosures	2021
PART II.
Item 5. Market for Registrant’s Partners’ Capital, Related Partner Matters and Issuer Purchases of Equity Securities	2122
Item 6. Selected Financial Data	2223
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2324
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	37
Item 8. Financial Statements and Supplementary Data	37
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3837
Item 9A. Controls and Procedures	3837
Item 9B. Other Information	3837
PART III.
Item 10. Directors, Executive Officers and Corporate Governance	3938
Item 11. Executive Compensation	3938
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3938
Item 13. Certain Relationships and Related Transactions and Director Independence	3938
Item 14. Principal Accountant Fees and Services	3938
PART IV.
Item 15. Exhibits and Financial Statements and Financial Statement Schedules	40
Item 15. Exhibits and Financial Statements and Financial Statement Schedule	39
Signatures	S-22

Table of Contents

This report ~~contains~~may ~~certain~~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~~, and are including this statement for purposes of complying with those safe harbor provisions~~. Forward-looking statements, ~~which~~ are based on certain assumptions and describe future plans, strategies and expectations, ~~are~~of ~~generally~~the ~~identifiable~~Company. byAlthough ~~use~~we ofbelieve the ~~words~~expectations ~~"believe,"~~reflected ~~"expect,"~~in ~~"intend,"~~forward-looking ~~"plan,"~~statements ~~"anticipate,"~~are ~~"estimate,"~~based ~~"project,"~~upon ~~"seek,"~~reasonable ~~"target~~assumptions," ~~"potential,"~~we ~~"focus,"~~can ~~"may,"~~give ~~"should"~~no orassurance ~~similar~~that ~~expressions.~~our ~~Our~~expectations ~~ability~~will tobe ~~predict~~attained ~~results~~ or ~~the~~that ~~actual~~results ~~effect~~will ofnot ~~future~~materially ~~plans or strategies is inherently uncertain~~differ. Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities ~~(including the Internal Revenue Service)~~; our ability to qualify and maintain our status as a real estate investment trust; the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land~~, the supply and demand for which is inherently more volatile than other types of industrial property~~) in the Company’s current and ~~proposed~~potential market areas; difficulties in identifying and consummating acquisitions and dispositions; our ability to manage the integration of properties we acquire; risks related to our investments in properties through joint ventures; environmental liabilities; ~~slippages~~delays in development or lease-up schedules; tenant creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to real estate investment trusts; ~~international business risks~~ and those additional factors described in Item 1A, "Risk Factors" and elsewhere in ~~our~~this ~~other~~report ~~filings~~and ~~with~~in the ~~Securities~~Company's ~~and~~other Exchange ~~Commission~~Act ~~(the "SEC")~~reports. We caution you not to place undue reliance on forward -looking statements, which reflect our ~~analysis~~outlook only and speak only as of the date of this report ~~or the dates indicated in the statements~~. We assume no obligation to update or supplement forward-looking statements. Unless the context otherwise requires, the terms "we," "us" and "our" refer to First Industrial, L.P. and their respective controlled subsidiaries.

Table of Contents

PART I

THE COMPANY

Item 1. Business

General

First Industrial, L.P. (the "Operating Partnership") was organized as a limited partnership in the state of Delaware on November 23, 1993. The sole general partner is First Industrial Realty Trust, Inc. (the "Company") which owns common units in the Operating Partnership ("Units") representing an approximate 96.02% ownership interest at December 31, ~~2013~~2014. The Company also owns a preferred general partnership interest in the Operating Partnership represented by preferred units ("Preferred Units") with an aggregate liquidation priority of $75.0 million at December 31, 2013. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). The Company’s operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership owned, in the aggregate, an approximately 43.08% interest in the Operating Partnership at December 31, ~~2013~~2014. Operations are also conducted through other partnerships and limited liability companies ("LLCs") of which the Operating Partnership is the sole member, and taxable REIT subsidiaries (together with the Operating Partnership, other partnerships and the LLCs, the "Consolidated Operating Partnership"), the operating data of which is consolidated with that of the Operating Partnership as presented herein.

We also hold at least a 99% limited partnership interest in First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"), First Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), TK-SV, LTD., and FI Development Services L.P. and wholly owned LLCs (together, the "Other Real Estate Partnerships"). The Other Real Estate Partnerships’ operating data is presented herein on a combined basis, separate from that of the Consolidated Operating Partnership. The general partners of the Other Real Estate Partnerships are separate corporations, each with at least a .01% general partnership interest in the Other Real Estate Partnerships for which it acts as a general partner. Each general partner of the Other Real Estate Partnerships is a wholly-owned subsidiary of the Company.

We also own noncontrolling equity interests in, and provide services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture"; collectively, the "Joint Ventures"). ~~See~~At ~~Note 6~~December to31, 2014, the ~~Consolidated~~2003 ~~Financial~~Net ~~Statements~~Lease Joint Venture owned one industrial property comprising approximately 0.8 million square feet of GLA and the 2007 Europe Joint Venture did not own any properties. The Other Real Estate Partnerships and the Joint Ventures are accounted for ~~more~~under ~~information~~the onequity method of accounting. Accordingly, the operating data of the Other Real Estate Partnerships and the Joint Ventures are not consolidated with that of the Consolidated Operating Partnership as presented herein.

~~The~~As of December 31, 2014, we owned 572 in-service industrial properties, containing an aggregate of approximately 54.5 million square feet of gross leasable area ("GLA"). On a combined basis, as of December 31, 2014, the Other Real Estate Partnerships ~~and~~owned ~~the~~62 ~~Joint~~in-service ~~Ventures~~industrial ~~are~~properties, ~~accounted~~containing ~~for~~an ~~under~~aggregate ~~the~~of ~~equity~~approximately ~~method~~7.9 million square feet of ~~accounting~~GLA. ~~Accordingly,~~Of the ~~operating~~62 ~~data~~industrial ofproperties owned by the Other Real Estate Partnerships ~~and~~at December 31, 2014, 20 are held by the ~~Joint~~Financing ~~Ventures~~Partnership, 17 are held by the Pennsylvania Partnership, eight are held by the Mortgage Partnership, six are held by the Securities Partnership, six are held by the Harrisburg Partnership, three are held by the Indianapolis Partnership, one is held by TK-SV, LTD. and one is held by FI Development Services, L.P. Our in-service portfolio includes all properties other than developed, redeveloped and acquired properties that have not ~~consolidated~~yet ~~with~~reached stabilized occupancy (generally defined as properties that are 90% leased). Properties which are at least 75% occupied at acquisition are placed in-service. Acquired properties less than 75% occupied are placed in-service upon the earlier of reaching 90% occupancy or one year from the ~~Consolidated~~acquisition ~~Operating~~date. ~~Partnership~~Development asproperties ~~presented~~are ~~herein~~placed in-service upon the earlier of reaching 90% occupancy or one year from the date construction is completed. Redevelopments (generally projects which require capital expenditures exceeding 25% of the undepreciated gross book basis of the property) are placed in-service upon the earlier of reaching 90% occupancy or one year from the completion of renovation construction.

AsWe ofutilize ~~December 31, 2013, we owned 585 in-service industrial properties, containing~~ an ~~aggregate~~operating ofapproach ~~approximately~~which ~~53.9 million~~combines ~~square~~the ~~feet~~effectiveness of ~~gross leasable area ("GLA"). On a combined basis~~decentralized, aslocally ofbased ~~December 31,~~property ~~2013~~management, ~~the Other Real Estate Partnerships owned 64 in-service industrial properties~~acquisition, ~~containing~~sales anand ~~aggregate~~development offunctions ~~approximately~~with ~~7.4 million~~the ~~square~~cost ~~feet~~efficiencies of ~~GLA.~~centralized ~~Of the 64 industrial properties owned by the Other Real Estate Partnerships at December 31~~acquisition, ~~2013,~~sales 21and ~~are~~development ~~held by the Financing Partnership~~support, 17capital ~~are~~markets ~~held by the Pennsylvania Partnership~~expertise, ~~nine~~asset ~~are~~management ~~held~~and byfiscal ~~the~~control ~~Mortgage Partnership, six are held by the Securities Partnership, six are held by the Harrisburg Partnership, three are held by the Indianapolis Partnership, one is held by TK-SV, LTD~~systems. ~~and~~At ~~one~~December ~~is held by FI Development Services~~31, ~~L.P. Our in-service portfolio includes all properties other than developed~~2014, ~~redeveloped~~we ~~and~~had ~~acquired~~173 ~~properties that have not yet reached stabilized occupancy (generally defined as properties that are 90% leased)~~employees. Properties which are at least 75% occupied at acquisition are placed in-service. Acquired properties less than 75% occupied are placed in-service upon the earlier of reaching 90% occupancy or one year from the acquisition date. Development properties are placed in-service upon the earlier of reaching 90% occupancy or one year from the date construction is completed. Redevelopments (generally projects which require capital expenditures exceeding 25% of the gross cost basis) are placed in-service upon the earlier of reaching 90% occupancy or one year from the completion of renovation construction.

We ~~utilize~~maintain ana ~~operating~~website ~~approach~~at ~~which~~www.firstindustrial.com. ~~combines~~Information ~~the~~on ~~effectiveness~~this website shall not constitute part of ~~decentralized,~~this ~~locally~~Form 10-K. ~~based~~Copies ~~property~~of ~~management~~our annual report on Form 10-K, ~~acquisition~~quarterly reports on Form 10-Q, ~~sales~~current reports on Form 8-K and ~~development~~amendments ~~functions~~to such reports are available without charge on our website as soon as reasonably practicable after such reports are filed with or furnished to the ~~cost~~Securities ~~efficiencies~~and ofExchange ~~centralized~~Commission ~~acquisition,~~(the ~~sales~~"SEC"). You may also read and ~~development~~copy ~~support,~~any ~~capital~~document ~~markets~~filed ~~expertise,~~at ~~asset~~the ~~management~~public ~~and~~reference ~~fiscal~~facilities ~~control~~of ~~systems.~~the AtSEC ~~February~~at 27100 F Street, ~~2014~~N.E., weWashington, ~~had~~D.C. ~~169~~20549. ~~employees~~Please call the SEC at (800) SEC-0330 for further information about the public reference facilities. These documents also may be accessed through the SEC’s Interactive

We maintain a website at www.firstindustrial.com. Information on this website shall not constitute part of this Form 10-K. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available without charge on our website as soon as reasonably practicable after such reports are filed with or furnished to the SEC. You may also read and copy any document filed at the public reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information about the public reference

Table of Contents

~~facilities. These documents also may be accessed through the SEC’s Interactive~~ Data Electronic Application via the SEC's home page on the Internet (http://www.sec.gov). In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter and Nominating/Corporate Governance Committee Charter, along with supplemental financial and operating information prepared by us, are all available without charge on our website or upon request to us. Amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers or directors will also be posted to our website. We also post or otherwise make available on our website from time to time other information that may be of interest to our investors. Please direct requests as follows:

First Industrial Realty Trust, Inc.

311 S. Wacker Drive, Suite 3900

Chicago, IL 60606

Attention: Investor Relations

Business Objectives and Growth Plans

Our fundamental business objective is to maximize the total return to our partners through per unit distributions and increases in the value of our properties and operations. Our long-term business growth plans include the following elements:


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


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


•	Portfolio Enhancement. We continually seek to upgrade our overall portfolio via new investments as well as through the sale of select assets that we believe do not exhibit favorable characteristics for long-term income growth.

Our ability to pursue our long-term growth plans is affected by market conditions and our financial condition and operating capabilities.

Business Strategies

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

•

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

•

Market Strategy. Our market strategy is to concentrate on the top industrial real estate markets in the United States. These markets have one or more of the following characteristics: (i) favorable industrial real estate fundamentals, including improving industrial demand and constrained supply that can lead to long-term rent growth; (ii) warehouse distribution markets with favorable economic and business environments that should benefit from increases in distribution activity driven by growth in global trade and local consumption; and (iii) sufficient size to provide ample opportunity for growth through incremental investments as well as offer asset liquidity.

•

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


•	Acquisition/Development Strategy. Our acquisition/development strategy is to invest in industrial properties in the top industrial real estate markets in the United States.

Table of Contents


•	Disposition Strategy. We continuously evaluate local market conditions and property-related factors in all of our markets for purposes of identifying assets suitable for disposition.

• Financing Strategy. To finance acquisitions, developments and debt maturities, as market conditions permit, we may utilize a portion of proceeds from property sales, unsecured debt offerings, term loans, mortgage financings and line of credit borrowings under our $625.0 million unsecured credit facility (the "Unsecured Credit Facility"), and proceeds from the issuance, when and as warranted, of additional equity securities ~~(see Recent Developments)~~. As of February 2724, ~~2014~~2015, we had approximately $~~604~~418.0 million available for additional borrowings under the Unsecured Credit Facility.

Recent Developments

During the year ended December 31, ~~2013~~2014, we acquired ~~two~~eight industrial properties comprising approximately 1.1 million square feet of GLA and several land parcels for an aggregate purchase price of approximately $7286.81 million, excluding costs incurred in conjunction with the acquisitions. Additionally, we placed in-service ~~one~~four ~~development~~developments totaling approximately 0.39 million square feet of GLA for a total cost of approximately $1979.19 million. We also sold 6525 industrial properties comprising approximately 21.8 million square feet of GLA and several land parcels for total gross sales proceeds of $~~138~~94.81 million. At December 31, ~~2013~~2014, we owned ~~585~~572 in-service industrial properties containing approximately 5354.95 million square feet of GLA.

During the year ended December 31, ~~2013~~2014, we ~~amended~~entered ~~and~~into ~~restated~~a ~~our~~seven-year, ~~existing~~ $~~450~~200.0 million ~~revolving~~unsecured ~~credit~~loan ~~facility~~ (the "~~Old~~Unsecured ~~Credit~~Term ~~Facility~~Loan"), ~~increasing~~with ~~the~~a ~~borrowing~~syndicate ~~capacity~~of tofinancial ~~$625~~institutions.0 ~~million.~~The WeUnsecured ~~may~~Term ~~request~~Loan ~~that~~requires ~~the~~interest ~~borrowing~~only ~~capacity~~payments ~~under~~and ~~the~~bears ~~Unsecured~~interest ~~Credit~~at ~~Facility~~a bevariable ~~increased~~rate tobased ~~$825.0~~on ~~million~~LIBOR, ~~subject~~as todefined ~~certain~~in ~~restrictions. The amendment extended~~ the ~~maturity~~loan ~~date from December 12~~agreement, 2014 to September 29, 2017 with an option to extend an additional one year at our election, subject to certain restrictions. At December 31, 2013, the Unsecured Credit Facility provides for interest only payments at LIBOR plus ~~150~~a ~~basis~~specified ~~points.~~spread ~~The interest rate on the Unsecured Credit Facility varies~~ based on our leverage ratio. Inor ~~the~~credit ~~event~~ratings. weWe ~~achieve~~also anentered ~~investment~~into ~~grade~~four ~~rating~~interest ~~from one of certain rating agencies, the~~ rate ~~may~~protection ~~be decreased at our election~~agreements, ~~based~~with onan ~~the~~aggregate ~~investment~~notional ~~grade~~value ~~rating. In connection with the amendment~~ of ~~the Old Credit Facility, we wrote off~~ $0200.10 million ~~of unamortized deferred financing costs~~, ~~which~~to iseffectively ~~included~~convert inthe ~~loss~~variable ~~from~~rate ~~retirement~~to ofa ~~debt~~fixed ~~for the year ended December 31, 2013~~rate.

During the year ended December 31, ~~2013~~2014, we ~~repurchased~~paid off and retired ~~prior~~our to6.420% Notes due 2014 (the "2014 Notes"), at maturity, in the amount of $2981.8 million ofand ~~our~~paid ~~senior~~off ~~unsecured notes~~ and ~~$64.4~~retired ~~million~~prior into maturity mortgage loans payable in the amount of $59.7 million. We recognized a loss from retirement of debt on our Consolidated Statement of Operations of $60.45 million.

During the year ended December 31, ~~2013~~2014, the Company redeemed ~~the~~all ~~remaining 4~~50,000~~,000~~ Depositary Shares, each representing 1/~~10,000th~~100th of a share of the Company's ~~7.25%~~ Series JF Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series JF Preferred Stock"), at a redemption price of $251,000.00 per Depositary Share. An equivalent number of the 76.25236% Series JF Cumulative Redeemable Preferred Units (the "Series JF Preferred Units") were redeemed during the year ended December 31, ~~2013~~2014 as well. The Company also redeemed all ~~of the 2~~25,000~~,000~~ Depositary Shares, each representing 1/~~10,000th~~100th of a share of the Company's 7.25236% Series KG Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series KG Preferred Stock"), at a redemption price of $251,000.00 per Depositary Share. An equivalent number of the 7.25236% Series KG Cumulative Redeemable Preferred Units (the "Series KF Preferred Units") were redeemed during the year ended December 31, ~~2013~~2014 as well.

During the year ended December 31, 2013, the Company issued 8,400,000 shares of its common stock, generating $132.1 million in net proceeds, in an underwritten public offering. Additionally, during the year ended December 31, 2013, the Company issued 2,315,704 shares of its common stock, generating $41.7 million in net proceeds, under the Company's "at-the-market" equity offering program (the "2012 ATM"). The proceeds from the issuances were contributed to us in exchange for an equivalent number of Units and are reflected in our financial statements as a general partner contribution.

Future Property Acquisitions, Developments and Property Sales

We have acquisition and development programs through which we seek to identify portfolio and individual industrial property acquisitions and developments. We also sell properties based on market conditions and property related factors. As a result, we are currently engaged in negotiations relating to the possible acquisition, development or sale of certain industrial properties in our portfolio.

WeWhen ~~also~~evaluating ~~sell~~potential ~~properties~~industrial ~~based~~property onacquisitions ~~market~~and ~~conditions~~developments, ~~and~~as well as potential industrial property ~~related~~sales, we will consider such factors. Asas: a(i) the ~~result~~geographic area and type of property; (ii) the location, weconstruction ~~are~~quality, ~~currently~~condition ~~engaged~~and indesign ~~negotiations~~of ~~relating~~the toproperty; (iii) the ~~possible~~terms ~~acquisition~~of tenant leases, ~~development~~including orthe ~~sale~~potential for rent increases; (iv) the potential for economic growth and the general business, tax and regulatory environment of ~~certain~~the ~~industrial~~area in which the property is located; (v) the occupancy and demand by tenants for properties of a similar type in ~~our~~the ~~portfolio~~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.

When evaluating potential industrial property acquisitions and developments, as well as potential industrial property sales, we will consider such factors as: (i) the geographic area and type of property; (ii) the location, construction quality, condition and design of the property; (iii) the terms of tenant leases, including the potential for rent increases; (iv) the potential for economic growth and the general business, tax and regulatory environment of the area in which the property is located; (v) the occupancy and demand by tenants for properties of a similar type in the vicinity; (vi) competition from existing properties and the potential for the construction of new properties in the area; (vii) the potential for capital appreciation of the INDUSTRY

Industrial properties are typically used for the design, assembly, packaging, storage and distribution of goods and/or the provision of services. As a result, the demand for industrial space in the United States is related to the level of economic output. Accordingly, the competition we face to lease our existing properties and acquire new properties varies with the level of economic output.

Table of Contents

property; (viii) the ability to improve the property’s performance through renovation; and (ix) the potential for expansion of the physical layout of the property and/or the number of sites.

INDUSTRY

Industrial properties are typically used for the design, assembly, packaging, storage and distribution of goods and/or the provision of services. As a result, the demand for industrial space in the United States is related to the level of economic output. For the five years ended December 31, 2013, the national occupancy rate for industrial properties in the United States has ranged from 85.5%* to 88.7%*, with an occupancy rate of 88.7%* at December 31, 2013.

_______________________________________

* Source: CBRE Econometric Advisors

Item 1A. Risk Factors

Our operations involve various risks that could adversely affect our financial condition, results of operations, cash flow, ability to pay distributions on our Units and the market value of our Units. These risks, among others contained in the Operating Partnership’s other filings with the SEC, include:

Disruptions in the financial markets could affect our ability to obtain financing and may negatively impact our liquidity, financial condition and operating results.

From time to time, the capital and credit markets in the United States and other countries experience significant price volatility, dislocations and liquidity disruptions, which can cause the market prices of many securities and the spreads on prospective debt financings to fluctuate substantially. These circumstances can materially impact liquidity in the financial markets, making terms for certain financings less attractive, and in some cases result in the unavailability of financing. A significant amount of our existing indebtedness was issued through capital markets transactions. We anticipate that the capital markets could be a source of refinancing of our existing indebtedness in the future. This source of refinancing may not be available if ~~capital market~~ volatility in ~~and~~or disruption of the capital markets occurs. Furthermore, we could potentially lose access to available liquidity under our Unsecured Credit Facility if one or more participating lenders were to default on their commitments. If our ability to issue additional debt or equity securities ~~to finance future acquisitions, developments and redevelopments and joint venture activities~~ or to borrow money under our Unsecured Credit Facility were to be impaired by ~~capital market~~ volatility ~~and~~in or disruption of the capital markets, it could have a material adverse effect on our liquidity and financial condition.

In addition, ~~capital~~price ~~and~~volatility ~~credit~~in ~~market~~the ~~price~~capital ~~volatility~~and credit markets could make the valuation of our properties more difficult. There may be significant uncertainty in the valuation, or in the stability of the value, of our properties that could result in a substantial decrease in the value of our properties. As a result, we may not be able to recover the carrying amount of our properties, which may require us to recognize an impairment loss in earnings.

Real estate investments’ fluctuate in value ~~fluctuates~~ depending on conditions in the general economy and the real estate industry. These conditions may limit ~~the~~our ~~Consolidated Operating Partnership’s~~ 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;

• ~~the~~increasing ~~attractiveness~~labor ofand ~~the~~material ~~properties to tenants~~costs;

• ~~tenant~~the ~~defaults~~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;

• ~~our~~operating ~~ability~~costs, toincluding ~~provide~~maintenance, ~~adequate~~insurance ~~maintenance~~premiums and ~~insurance~~real estate taxes; and

• ~~increased~~other ~~operating~~factors ~~costs,~~that ~~including~~are ~~insurance~~beyond ~~premiums~~our ~~and real estate taxes~~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.

Table of Contents

These factors may be amplified in light of a disruption of the global credit markets. 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.

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 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 ~~estate~~ property, such as real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the property.

~~The~~We ~~Consolidated Operating Partnership~~ may be unable to ~~sell~~acquire properties ~~when~~on ~~appropriate~~advantageous terms or atacquisitions ~~all~~may ~~because real estate investments are~~ not asperform ~~liquid~~ as ~~certain~~we ~~other types of assets~~expect.

~~Real~~We ~~estate~~have ~~investments~~routinely ~~generally~~acquired ~~cannot~~properties befrom ~~sold~~third ~~quickly,~~parties ~~which~~as ~~will~~conditions ~~tend~~warrant toand, ~~limit~~as part of our ~~ability~~business, we intend to ~~adjust~~continue to do so. The acquisition of properties entails various risks, including risks that our ~~property~~investments ~~portfolio~~may ~~promptly~~not inperform ~~response~~as toexpected ~~changes~~and inthat ~~economic~~our orcost ~~other~~estimates ~~conditions.~~for ~~The~~bringing ~~inability~~an toacquired ~~respond~~property ~~promptly~~up to ~~changes~~market instandards ~~the~~may ~~performance~~prove ofinaccurate. ~~our~~Further, ~~property~~we ~~portfolio~~face ~~could~~significant ~~adversely~~competition ~~affect~~for ~~our~~attractive ~~financial~~investment ~~condition~~opportunities ~~and~~from ~~ability~~other towell-capitalized ~~service~~real ~~debt~~estate ~~and~~investors, ~~make~~including ~~distributions~~publicly-traded toREITs ~~our~~and ~~unitholders~~private investors. InThis ~~addition,~~competition ~~like~~increases as investments in real estate become attractive relative to other ~~companies~~forms ~~qualifying~~of asinvestment. ~~REITs~~As ~~under~~a ~~the~~result ~~Code~~of competition, ~~the~~we ~~Company~~may ~~must~~be ~~comply~~unable ~~with~~to ~~the~~acquire ~~safe~~additional ~~harbor~~properties ~~rules~~and ~~relating~~purchase prices may increase. In addition, we expect to ~~the~~finance ~~number~~future ofacquisitions ~~properties~~through ~~disposed~~a combination of inborrowings aunder ~~year~~the Unsecured Credit Facility, ~~their~~proceeds ~~tax~~from ~~basis~~equity or debt offerings and debt originations by the ~~cost~~Consolidated ofOperating ~~improvements~~Partnership ~~made~~and toproceeds ~~the~~from ~~properties~~property sales, orwhich ~~meet~~may ~~other~~not ~~tests~~be available and which ~~enable~~could aadversely ~~REIT~~affect toour ~~avoid~~cash ~~punitive~~flow. ~~taxation~~Any onof the ~~sale~~above ofrisks ~~assets.~~could ~~Thus,~~adversely affect our ~~ability~~financial atcondition, ~~any~~results ~~time~~of operations, cash flow and ability to ~~sell~~pay ~~assets~~distributions ~~may~~on, beand ~~restricted~~the market value of, our Units.

~~The~~We ~~Consolidated~~may ~~Operating~~obtain ~~Partnership~~only ~~may~~limited bewarranties ~~unable~~when towe ~~sell~~purchase ~~properties~~a onproperty ~~advantageous~~and ~~terms~~would have only limited recourse in the event our due diligence did not identify any issues that lower the value of our property.

WeThe ~~have~~seller ~~sold~~of ~~to third parties~~ a ~~significant~~property ~~number~~often ofsells ~~properties~~such property in ~~recent~~its ~~years and,~~ "as ~~part~~is" ofcondition ~~our~~on ~~business,~~a we"where ~~intend~~is" tobasis ~~continue~~and to"with ~~sell~~all ~~properties~~faults," towithout ~~third~~any ~~parties.~~warranties ~~Our~~of ~~ability~~merchantability toor ~~sell~~fitness ~~properties~~for ona ~~advantageous~~particular ~~terms~~use ~~depends~~or onpurpose. ~~factors~~In ~~beyond~~addition, ~~our~~purchase ~~control,~~agreements ~~including~~may ~~competition~~contain ~~from~~only ~~other~~limited ~~sellers~~warranties, representations and ~~the~~indemnifications ~~availability~~that ofwill ~~attractive~~only ~~financing~~survive for ~~potential~~a ~~buyers~~limited ofperiod ~~our~~after ~~properties~~the closing. IfThe wepurchase ~~are~~of ~~unable to sell~~ properties onwith ~~favorable~~limited ~~terms~~warranties orincreases ~~redeploy~~ the ~~proceeds~~risk ofthat ~~property~~we ~~sales~~may inlose ~~accordance~~some ~~with~~or ~~our~~all ~~business~~of ~~strategy, then~~ our ~~financial~~invested ~~condition,~~capital ~~results~~in ofthe ~~operations,~~property ~~cash~~as ~~flow~~well ~~and~~as ~~ability to pay distributions on, and~~ the ~~market~~loss ~~value~~ of, ~~our~~rental ~~Units~~income ~~could~~from bethat ~~adversely affected~~property.

~~The~~We ~~Consolidated Operating Partnership~~ may be unable to ~~complete~~sell ~~development~~properties ~~and~~when ~~re-development~~appropriate ~~projects~~or onat ~~advantageous~~all ~~terms~~because real estate investments are not as liquid as certain other types of assets.

AsReal ~~part~~estate ofinvestments ~~our~~generally ~~business,~~cannot webe ~~develop~~sold ~~new~~quickly, ~~and~~which ~~re-develop~~could ~~existing~~limit ~~properties~~our ~~when~~ability ~~and~~to asadjust ~~conditions~~our ~~warrant.~~property Inportfolio ~~addition,~~in weresponse ~~have~~to ~~sold~~changes toin ~~third~~economic ~~parties~~conditions or ~~sold~~in tothe ~~joint~~performance ~~ventures~~of ~~development~~the ~~and~~portfolio. ~~re-development~~This ~~properties,~~could ~~and~~adversely weaffect ~~may~~our ~~continue~~financial tocondition ~~sell~~and ~~such~~our ~~properties~~ability to ~~third~~service ~~parties~~debt orand make distributions to ~~sell~~our orunitholders. ~~contribute~~In ~~such~~addition, ~~properties~~like toother ~~joint~~companies ~~ventures~~qualifying as ~~opportunities~~REITs ~~arise.~~under ~~The~~the ~~real~~Code, ~~estate~~our ~~development~~ability ~~and~~to ~~re-development~~sell ~~business~~assets ~~involves~~may ~~significant~~be ~~risks~~restricted ~~that~~by ~~could~~tax ~~adversely~~laws ~~affect~~that ~~our~~potentially ~~financial~~result ~~condition,~~in ~~results~~punitive oftaxation ~~operations,~~on ~~cash~~asset ~~flow~~sales ~~and~~that ~~ability~~fail to ~~pay~~meet ~~distributions~~certain ~~on,~~safe ~~and~~harbor ~~the~~rules ~~market~~or ~~value~~other ~~of,~~criteria ~~our~~established ~~Units,~~under ~~which~~case ~~include:~~law.

•We we may ~~not~~ be ~~able~~unable to ~~obtain~~sell ~~financing~~properties ~~for development projects~~ on ~~favorable~~advantageous terms ~~and complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties and generating cash flow;~~.

•We have routinely sold properties to third parties as conditions warrant and, as part of our business, we ~~may~~intend ~~not~~to becontinue ~~able~~to do so. However, our ability to ~~obtain~~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 ~~may~~to ~~experience~~redeploy ~~delays~~the proceeds in ~~obtaining,~~accordance ~~all~~with ~~necessary~~our ~~zoning~~business strategy, ~~land-use~~then our financial condition, ~~building~~results of operations, ~~occupancy~~cash flow and ~~other~~ability ~~governmental~~to ~~permits~~pay distributions on, and ~~authorizations;~~the market value of, our 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 ~~the properties~~ may ~~perform~~be ~~below~~unable ~~anticipated~~to ~~levels,~~complete ~~producing~~development ~~cash flow below budgeted amounts~~ and ~~limiting~~re-development ~~our~~projects ~~ability~~on toadvantageous ~~sell such properties to third parties or to sell such properties to joint ventures~~terms.

As part of our business, we develop new properties and re-develop existing properties as conditions warrant. This part of our business involves significant risks including the following:


•	we may not be able to obtain financing for these projects on favorable terms;


•	we may not complete construction on schedule or within budget;


•	we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations;

Table of Contents

~~The~~• ~~Consolidated~~contractor ~~Operating~~and ~~Partnership~~subcontractor ~~may~~disputes, bestrikes, ~~unable~~labor todisputes ~~acquire~~or ~~properties~~supply onchain ~~advantageous~~disruptions ~~terms or acquisitions~~ may ~~not~~occur; ~~perform as the Consolidated Operating Partnership expects.~~and

We• ~~acquire and intend to continue to acquire primarily industrial~~ properties. ~~The acquisition of properties entails various risks, including the risks that our investments~~ may ~~not~~ perform asbelow ~~expected~~anticipated ~~and that our cost estimates for bringing an acquired property up to market standards may prove inaccurate. Further~~levels, weproducing ~~face~~cash ~~significant~~flow ~~competition~~below ~~for~~budgeted ~~attractive investment opportunities from other well-capitalized real estate investors~~amounts, ~~including~~which ~~publicly-traded~~may ~~REITs~~result ~~and private investors. This competition increases as investments~~ in ~~real~~us ~~estate~~paying ~~become~~too ~~attractive~~much ~~relative~~for ~~to other forms of investment. As~~ a ~~result of competition~~property, wecause ~~may be unable to acquire additional properties as we desire or~~ the ~~purchase~~property ~~prices may be elevated. In addition, we expect~~ to finance future acquisitions through a combination of borrowings under the Unsecured Credit Facility, proceeds from equity or debt offerings and debt originations by the Consolidated Operating Partnership and proceeds from property sales, which may not be ~~available~~profitable and ~~which~~limit ~~could adversely affect~~ our ~~cash flow. Any of the above risks could adversely affect our financial condition, results of operations, cash flow and~~ ability to ~~pay~~sell ~~distributions~~such ~~on,~~properties ~~and~~to ~~the~~third ~~market value of, our Units~~parties.

~~The~~To ~~Consolidated~~the ~~Operating~~extent ~~Partnership~~these ~~may~~risks beresult ~~unable~~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 ~~renew~~pay ~~leases~~distributions oron, ~~find~~and ~~other~~the ~~lessees~~market value of the Company's common stock.

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 expiring lease terms. If we were~~ unable to ~~promptly~~ renew ~~a significant number of expiring~~ leases or tofind ~~promptly~~other relet the space covered by such leases, or if the rental rates upon renewal or reletting were significantly lower than the current rates, our financial condition, results of operation, cash flow and ability to pay distributions on, and the market value of, our Units could be adversely affectedlessees. As of December 31, 2013, leases with respect to approximately 6.1 million, 7.3 million and 8.9 million square feet of our total GLA, representing 13%, 15% and 18% of our total GLA, expire in 2014, 2015 and 2016, respectively.

~~The~~We ~~Company~~are ~~might~~subject ~~fail~~to the risks that, upon expiration, leases may not be renewed, the space subject to ~~qualify~~such leases may not be relet or ~~remain~~the ~~qualified~~terms asof 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 ~~REIT~~significant number of expiring leases or to promptly relet the spaces covered by such leases, or if the rental rates upon renewal or reletting were significantly lower than the current rates, our financial condition, results of operation, cash flow and ability to pay distributions on, and the market value of, our Units could be adversely affected.

The Company ~~intends~~might tofail ~~operate so as~~ to qualify as a REIT under ~~the~~existing ~~Code.~~laws ~~Although the Company believes that it is organized~~ and will operate in a manner so as to qualify as a REIT, 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 of which there are only limited judicial /or ~~administrative~~federal ~~interpretations~~income ~~and~~tax ~~involve~~laws ~~the~~could ~~determination of various factual matters and circumstances not entirely within our control~~change.

IfThe ~~the~~ Company ~~were~~intends to ~~fail~~operate so as to qualify as a REIT inunder ~~any~~the ~~taxable year~~Code, itand ~~would~~we bebelieve ~~subject~~that toit ~~federal~~is ~~income~~organized ~~tax,~~and ~~including~~will ~~any~~operate ~~applicable~~in ~~alternative~~a ~~minimum~~manner ~~tax,~~that onallows ~~its~~it ~~taxable~~to ~~income~~continue atto ~~corporate~~do ~~rates~~so. ~~This~~However, ~~could~~qualification ~~result~~as in a ~~discontinuation~~REIT orinvolves ~~substantial~~the ~~reduction~~satisfaction inof ~~dividends~~numerous torequirements, ~~stockholders~~some ~~and~~of inwhich ~~cash~~must tobe ~~pay~~met ~~interest and principal~~ on ~~debt~~a ~~securities~~recurring ~~that we issue~~basis. ~~Unless~~These ~~entitled~~requirements toare ~~relief~~established under ~~certain~~highly ~~statutory~~technical ~~provisions,~~and ~~the~~complex ~~Company~~Code ~~would~~provisions. beThere ~~disqualified~~are ~~from~~only ~~electing~~limited ~~treatment~~judicial asand aadministrative ~~REIT~~interpretations ~~for~~of ~~the~~these ~~four~~provisions, ~~taxable~~and ~~years~~they ~~following~~involve the ~~year~~determination ~~during~~of ~~which~~various itfactual ~~failed~~matters toand ~~qualify~~circumstances asnot aentirely ~~REIT~~within our control.

If the Company were to fail to qualify as a REIT in any taxable year, it would be subject to federal income tax at corporate rates, including any applicable alternative minimum tax. This could result in a discontinuation or substantial reduction in distributions to to unitholders and could reduce the cash available to pay interest and principal on debt securities that we issue. Unless entitled to relief under certain statutory provisions, the Company would be disqualified from electing treatment as a REIT for the four taxable years following the year during which it failed to qualify. Additionally, since the Internal Revenue Service ("IRS"), the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal laws, regulations, interpretations or rulings will be adopted. Any such legislative action may prospectively or retroactively modify the Company's tax treatment and therefore, may adversely affect taxation of us and/or our unitholders.

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 ~~resulting~~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 ~~Internal Revenue Service ("~~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. In addition, any income from a prohibited transaction may adversely affect the Company’'s ability to satisfy the income tests for qualification as a REIT.

The REIT distribution requirements may limit ~~the~~our ~~Company’s~~ ability to retain capital and require ~~the~~us ~~Company~~ to turn to external financing sources.

As a REIT, The Company must distribute to its stockholders at least 90% of its taxable income each year. The Company could, in certain instances, have taxable income without sufficient cash to enable usit to meet ~~the~~this ~~distribution requirements of the REIT provisions of the Code~~requirement. In that situation, we could be required to borrow funds or sell properties on adverse terms in order to ~~meet~~do ~~those distribution requirements~~so. InThe ~~addition,~~distribution ~~because~~requirement ~~the~~could ~~Company~~also ~~must~~limit ~~distribute~~our ~~to its stockholders at least 90% of the Company’s REIT taxable income each year, the Company’s~~ ability to accumulate capital ~~may be limited. Thus,~~ to provide capital resources for our ongoing business, and to satisfy our debt repayment obligations and other liquidity needs, the Company 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 unitholders’ interests.

Table of Contents

~~Debt~~Failure ~~financing,~~to ~~the~~hedge ~~degree~~effectively ofagainst ~~leverage and rising~~ interest ~~rates~~rate ~~could~~changes ~~reduce~~may ~~the~~adversely ~~Consolidated~~affect ~~Operating~~our ~~Partnership’s~~results ~~cash~~of ~~flow~~operations.

~~Where~~Subject ~~possible, we intend~~ to ~~continue~~maintaining ~~to use leverage to increase the rate of return on~~ our ~~investments~~qualification ~~and~~as toa ~~allow~~REIT, ~~us to make more investments than~~ we ~~otherwise~~may ~~could.~~seek ~~Our~~to ~~use~~manage ofits ~~leverage~~exposure ~~presents an additional element of risk in the event that the cash flow from our properties is insufficient~~ to ~~meet~~interest ~~both~~rate ~~debt~~volatility ~~payment~~by ~~obligations~~using ~~and~~interest ~~the~~rate ~~distribution~~hedging ~~requirements of the REIT provisions of the Code. In addition~~arrangements, ~~rising~~such as interest ~~rates~~cap ~~would~~agreements ~~reduce~~and ~~our cash flow by increasing the amount of~~ interest ~~due~~rate onswap ~~our~~agreements. ~~floating~~These ~~rate~~agreements ~~debt~~may ~~and~~fail onto ~~our~~protect ~~fixed~~or ~~rate~~could ~~debt~~adversely asaffect itus ~~matures~~because, ~~and~~among isother ~~refinanced.~~things:


•	interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;


•	available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;


•	the duration of the hedge may not match the duration of the related liability;


•	the amount of income that a REIT may earn from hedging transactions (other than through taxable REIT subsidiaries) is limited by U.S. federal tax provisions governing REITs;


•	the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;


•	the party owing money in the hedging transaction may default on its obligation to pay;


•	we could incur significant costs associated with the settlement of the agreements;


•	the underlying transactions could fail to qualify as highly-effective cash flow hedges under generally accepted accounting practices; and


•	a court could rule that such an agreement is not legally enforceable.

We have adopted a practice relating to the use of derivative financial instruments to hedge interest rate risks related to our borrowings. This practice requires the Company's Board of Directors to authorize our use of derivative financial instruments to manage the interest rates on our variable rate borrowings. Our practice is that we do not use derivatives for speculative or trading purposes and intend only to enter into contracts with major financial institutions based on their credit rating and other factors, but our Board of Directors may choose to change these practices in the future. Hedging may reduce the overall returns on our investments, which could reduce our cash available for distribution to our stockholders. Failure to hedge effectively against interest rate changes may materially adversely affect our financial condition, results of operations and cash flow.

Debt financing, the degree of leverage and rising interest rates could reduce our cash flow.

We use debt to increase the rate of return to our unitholders' investments and to allow us to make more investments than we otherwise could. Our use of leverage presents an additional element of risk in the event that the cash flow from our properties is insufficient to meet both debt payment obligations and the distribution requirements of the REIT provisions of the Code. In addition, rising interest rates would reduce our cash flow by increasing the amount of interest due on our floating rate debt and on our fixed rate debt as it matures and is refinanced. Our organizational documents do not contain any limitation on the amount or percentage of indebtedness we may incur.

Failure to comply with covenants in our debt agreements could adversely affect our financial condition.

The terms of our agreements governing our ~~Unsecured Credit Facility and other~~ indebtedness require that we comply with a number of financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. Complying with such covenants may limit our operational flexibility. Our failure to comply with these covenants could cause a default under the applicable debt agreement even if we have satisfied our payment obligations. Consistent with our prior practice, we will, ~~in the future,~~ 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. ~~We anticipate that we will be able to operate in compliance with our financial covenants in 2014.~~ Our ability to meet our financial covenants may be adversely affected if economic and credit market conditions limit our ability to reduce our debt levels consistent with, or result in net operating income below, our current expectations. Under our Unsecured Credit Facility, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred ~~which~~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 ~~outstanding senior unsecured notes as well as all outstanding borrowings under the Unsecured Credit Facility~~ 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, ~~and the indentures governing~~ our ~~senior~~Unsecured ~~unsecured~~Term ~~notes~~Loan ~~contain~~and ~~certain cross-default provisions, which are triggered in~~ the ~~event~~indentures ~~that~~governing our ~~other material indebtedness is in default. These cross-default provisions may require us to repay or restructure the Unsecured Credit Facility and the~~ senior unsecured notes orcontain other debt that is in default, which could adversely affect our financial condition, results of operations, cash flow and ability to pay dividends on, and the market value of, our Units. If repayment of any of our borrowings is accelerated, we cannot provide assurance that we will have sufficient assets to repay such indebtedness or that we would be able to borrow sufficient funds to refinance such indebtedness. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us.

Cross-collateralization of mortgage loans could result in foreclosure on substantially all of the Consolidated Operating Partnership’s properties if the Consolidated Operating Partnership is unable to service its indebtedness.

We may obtain additional mortgage debt financing in the future, if it is available to us. These mortgages may be issued on a recourse, non-recourse or cross-collateralized basis. Cross-collateralization makes all of the subject properties available to the lender in order to satisfy our debt. Holders of this indebtedness will have a claim against these properties. To the extent indebtedness is cross-collateralized, lenders may seek to foreclose upon properties that are not the primary collateral for their loan, which may, in turn, result in acceleration of other indebtedness collateralized by properties. Foreclosure of properties would result in a loss of income and asset value to us, making it difficult for us to meet both debt payment obligations and the distribution requirements of the REIT provisions of the Code. At December 31, 2013, mortgage loans payable totaling $474.5 million were cross-collateralized, inclusive of mortgage loans payable held by the Other Real Estate Partnerships.

The Consolidated Operating Partnership may have to make lump-sum payments on its existing indebtedness.

We are required to make the following lump-sum or “balloon” payments under the terms of some of our indebtedness. Our lump-sum payments as of December 31, 2013 consist of the following:

• $10.6 million aggregate principal amount of 7.750% Notes due 2032 (the “2032 Notes”);

• $31.9 million aggregate principal amount of 7.600% Notes due 2028 (the “2028 Notes”);

• $6.1 million aggregate principal amount of 7.150% Notes due 2027 (the “2027 Notes”);

• $101.9 million aggregate principal amount of 5.950% Notes due 2017 (the “2017 II Notes”);

Table of Contents

•certain ~~$55~~cross-default provisions that may be triggered in the event that our other material indebtedness is in default.0 ~~million~~These ~~aggregate~~cross-default ~~principal~~provisions ~~amount~~may require us to repay or restructure our Unsecured Credit Facility, our Unsecured Term Loan or our senior unsecured notes, depending on which is in default, and such restructuring could adversely affect our financial condition, results of ~~7.500%~~operations, ~~Notes~~cash ~~due~~flow ~~2017~~and (ability to pay dividends on, and the ~~“2017~~market ~~Notes”);~~value of, our Units. If repayment of any of our indebtedness is accelerated, we cannot provide assurance that we would be able to borrow sufficient funds to refinance such indebtedness or that we would be able to sell sufficient assets to repay such indebtedness. Even if we were able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us.

•Cross-collateralization ~~$159.7~~of ~~million~~mortgage ~~aggregate~~loans ~~principal~~could ~~amount~~result in foreclosure on a significant portion of ~~5.750%~~our ~~Notes~~properties ~~due~~if ~~2016~~we ~~(the~~are ~~“2016~~unable ~~Notes”);~~to service its indebtedness.

•Certain ~~$81~~of our mortgages were issued on a cross-collateralized basis.8 ~~million~~Cross-collateralization ~~aggregate~~makes ~~principal~~all ~~amount~~of the subject properties available to the lender in order to satisfy the debt. To the extent indebtedness is cross-collateralized, lenders may seek to foreclose upon properties that do not comprise the primary collateral for a loan, which may, in turn, result in acceleration of 6other indebtedness collateralized by such properties.~~420%~~ ~~Notes~~Foreclosure ~~due~~of ~~2014~~properties (would result in a loss of income and asset value to us, making it difficult for us to meet both debt payment obligations and the ~~“2014~~distribution ~~Notes”);~~requirements of the REIT provisions of the Code.

•We ~~$512.8~~may ~~million~~have into ~~mortgage~~make ~~loans~~lump-sum ~~payable,~~payments ~~in the aggregate, due between October 2014 and September 2022~~ on ~~certain~~its ofexisting ~~our mortgage loans payable; and~~indebtedness.

•We aare ~~$625.0~~required ~~million~~to ~~Unsecured~~make ~~Credit~~lump-sum ~~Facility~~or ~~maturing~~"balloon" ~~September~~payments ~~29,~~under ~~2017,~~the ~~under~~terms ~~which~~of wesome ~~may~~of ~~borrow~~our indebtedness. Our ability to ~~finance~~make ~~the~~required ~~acquisition~~payments of ~~additional~~principal ~~properties,~~on ~~fund~~outstanding ~~developments~~indebtedness, ~~and~~whether ~~for~~at ~~other~~maturity ~~corporate~~or ~~purposes~~otherwise, ~~including~~may ~~working~~depend ~~capital.~~on ~~The~~our ~~Unsecured~~ability ~~Credit~~to ~~Facility~~refinance ~~contains~~the aapplicable ~~one~~indebtedness ~~year~~or ~~extension~~to ~~option~~sell atproperties. ~~our election~~Currently, ~~subject~~we have no commitments to ~~certain~~refinance ~~restrictions~~any of our indebtedness.

As ofOur ~~December 31,~~mortgages ~~2013,~~may ~~$173.0~~impact ~~million~~its ~~was~~ability ~~outstanding~~to ~~under~~sell ~~the~~encumbered ~~Unsecured~~properties ~~Credit~~on ~~Facility~~advantageous atterms aor ~~weighted~~at ~~average interest rate of 1~~all.~~666%.~~

~~Our~~Certain ~~ability~~of toour ~~make~~mortgages ~~required~~contain, ~~payments~~and ofsome ~~principal~~future onmortgages ~~outstanding~~may ~~indebtedness~~contain, ~~whether~~substantial atprepayment ~~maturity~~premiums orthat ~~otherwise,~~we ~~may~~would ~~depend~~have onto ~~our~~pay ~~ability~~upon ~~either~~the tosale ~~refinance~~of ~~the~~a ~~applicable~~property, ~~indebtedness~~thereby orreducing the net proceeds to ~~sell~~us ~~properties~~from the sale of any such property. WeAs ~~have~~a noresult, ~~commitments~~our willingness to ~~refinance~~sell ~~the~~certain ~~2014~~properties ~~Notes,~~and the ~~2016~~price ~~Notes,~~at ~~the~~which ~~2017~~we ~~Notes,~~may ~~the~~desire ~~2017~~to IIsell ~~Notes,~~a ~~the~~property ~~2027~~may ~~Notes,~~be ~~the~~impacted. ~~2028~~If ~~Notes,~~we ~~the~~are ~~2032~~unable ~~Notes,~~to ~~the~~sell ~~Unsecured~~properties ~~Credit~~on ~~Facility~~favorable terms or redeploy the ~~mortgage~~proceeds ~~loans.~~of ~~Our~~property ~~existing~~sales ~~mortgage~~in ~~loan~~accordance ~~obligations~~with ~~are~~our ~~collateralized~~business bystrategy, then our ~~properties~~financial ~~and~~condition, ~~therefore~~results ~~such~~of ~~obligations~~operations, ~~will~~cash ~~permit~~flow ~~the~~and ~~lender~~ability to ~~foreclose~~pay dividends on, ~~those~~and ~~properties in~~ the ~~event~~market value of, aour ~~default~~Units could be adversely affected.

~~There~~Adverse ismarket noand ~~limitation~~economic onconditions ~~debt~~could incause ~~the~~us ~~Consolidated~~to ~~Operating~~recognize ~~Partnership’s~~impairment ~~organizational documents~~charges.

AsWe ofregularly ~~December 31,~~review ~~2013,~~ our ~~ratio~~real ofestate ~~debt~~assets tofor ~~our~~impairment ~~total~~indicators, ~~market~~such ~~capitalization~~as ~~was~~a ~~36.6%.~~decline Wein ~~compute~~a ~~the~~property’s ~~percentage~~occupancy byrate, ~~calculating~~decline ~~our~~in ~~total~~general ~~consolidated~~market ~~debt~~conditions asor a ~~percentage~~change ofin the ~~aggregate~~expected ~~market~~hold ~~value~~period of ~~all~~an ~~outstanding~~asset. ~~shares~~If ofwe ~~the~~determine ~~Company’s~~that ~~common~~indicators ~~stock~~of impairment are present, ~~assuming~~we review the ~~exchange~~properties ofaffected ~~all~~by ~~limited~~these ~~partnership~~indicators ~~units~~to ~~for~~determine ~~the~~whether ~~Company’s~~an ~~common~~impairment ~~stock,~~charge ~~plus~~is ~~the~~required. ~~aggregate~~As ~~stated~~a ~~value~~result, ofwe ~~all~~may ~~outstanding~~be ~~shares~~required ofto ~~preferred~~recognize ~~stock~~asset ~~and~~impairment, ~~total~~which ~~consolidated~~could ~~debt.~~materially ~~Our~~and ~~organizational~~adversely ~~documents~~affect doour ~~not~~business, ~~contain~~financial ~~any~~condition ~~limitation~~and onresults ~~the~~of ~~amount~~operations. orWe ~~percentage~~use ofconsiderable ~~indebtedness~~judgment wein ~~may~~making ~~incur.~~determinations ~~Accordingly~~about impairments, wefrom ~~could~~analyzing ~~become~~whether ~~more~~there ~~highly~~are ~~leveraged~~indicators of impairment, ~~resulting~~to inthe anassumptions ~~increase~~used in ~~debt~~calculating ~~service~~the ~~that~~fair ~~could~~value ~~adversely~~of ~~affect~~the investment. Accordingly, our ~~ability~~subjective toestimates ~~make~~and ~~expected~~evaluations ~~distributions~~may tonot ~~unitholders~~be accurate, and ansuch ~~increased~~estimates ~~risk~~and ofevaluations ~~default~~are onsubject ~~our~~to ~~obligations~~change or revision.

~~Rising~~Earnings ~~interest~~and ~~rates~~cash ondividends, ~~the~~asset ~~Consolidated~~value ~~Operating~~and ~~Partnership’s~~market ~~Unsecured~~interest ~~Credit~~rates ~~Facility~~affect ~~could decrease~~ the ~~Consolidated~~price ~~Operating~~of ~~Partnership~~the Company’s ~~available~~common ~~cash~~stock.

~~Our~~The ~~Unsecured~~market ~~Credit~~value ~~Facility~~of ~~bears~~the ~~interest~~Company’s atcommon astock ~~floating~~is ~~rate.~~based Asin oflarge ~~December 31,~~part ~~2013,~~upon ~~our~~the ~~Unsecured~~market’s ~~Credit~~perception ~~Facility~~of ~~had~~the anCompany’s ~~outstanding~~growth ~~balance~~potential of ~~$173~~its earnings and cash dividends.~~0 million~~ atThe amarket ~~weighted~~value ~~average~~of ~~interest~~the ~~rate~~Company’s common stock is also based upon the value of 1the Company’s underlying real estate assets.~~666%.~~ AtFor ~~December~~this 31reason, ~~2013,~~shares ~~our~~of ~~Unsecured~~the ~~Credit~~Company’s ~~Facility~~common ~~provides~~stock ~~for~~may ~~interest~~trade ~~only~~at ~~payments~~prices atthat ~~LIBOR~~are ~~plus~~higher ~~150 basis~~or ~~points~~lower ~~which~~than ~~rate~~the ~~varies~~Company’s ~~based~~net onasset ~~our~~value ~~leverage~~per ~~ratio~~share. ~~Based~~To onthe extent that the ~~outstanding~~Company ~~balance~~retains onoperating ~~our~~cash ~~Unsecured~~flow ~~Credit~~for ~~Facility~~investment aspurposes, ofworking ~~December 31~~capital reserves, ~~2013~~or other purposes, athese ~~10%~~retained funds, while increasing the value of the Company’s underlying assets, may not correspondingly increase inthe ~~interest~~market ~~rates~~price of the Company’s common stock. The Company’s failure to meet the market’s expectations with regard to future earnings and cash dividends likely would ~~increase~~adversely ~~interest~~affect ~~expense~~the bymarket $0price of the Company’s common stock.3 ~~million~~Further, the distribution yield on anthe ~~annual~~common ~~basis~~stock (as a percentage of the price of the common stock) relative to market interest rates may also influence the price of the Company’s common stock. ~~Increases~~An increase in ~~the~~market interest ~~rate~~rates ~~payable~~might onlead ~~balances~~prospective ~~outstanding~~purchasers ~~under~~of ~~our~~the ~~Unsecured~~Company’s ~~Credit~~common ~~Facility~~stock to expect a higher distribution yield, which would ~~decrease~~adversely ~~our~~affect ~~cash~~the ~~available~~market ~~for~~price ~~distribution~~of tothe ~~unitholders~~Company’s common stock.

The Consolidated Operating Partnership’s mortgages may impact its ability to sell encumbered properties on advantageous terms or at all.

As part of our plan to enhance liquidity and pay down our debt, we have originated numerous mortgage financings and from time to time engage in active discussions with various lenders regarding the origination of additional mortgage financings. Certain of our mortgages contain, and it is anticipated that some future mortgages will contain, substantial prepayment premiums which 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 by the terms of any mortgage financing encumbering a property. If we are unable to sell properties on favorable terms or redeploy the proceeds of property sales in accordance with our business strategy, then our financial condition, results of operations, cash flow and ability to pay dividends on, and the market value of, our Units could be adversely affected.

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

We regularly review our real estate assets for impairment indicators, such as a decline in a property’s occupancy rate, decline in general market conditions or a change in the expected hold period of an asset. If we determine that indicators of impairment are present, we review the properties affected by these indicators to determine whether an impairment charge is required. We use considerable judgment in making determinations about impairments, from analyzing whether there are

Table of Contents

~~indicators~~We ofmay ~~impairment~~become subject to ~~the~~litigation, ~~assumptions~~which ~~used~~could inhave ~~calculating~~a ~~the~~material ~~fair~~and ~~value~~adverse ofeffect ~~the~~on ~~investment. Accordingly,~~ our ~~subjective~~financial ~~estimates and evaluations may not be accurate~~condition, ~~and~~results ~~such~~of ~~estimates~~operations and ~~evaluations~~cash ~~are subject to change or revision~~flow.

~~From~~We ~~time~~may become subject to ~~time~~litigation, ~~adverse~~including ~~market~~claims ~~and~~relating ~~economic~~to ~~conditions~~our operations, offerings, and ~~market~~otherwise ~~volatility~~in ~~make~~the itordinary ~~difficult~~course toof ~~value~~business. ~~the~~Some ~~real~~of ~~estate~~these ~~assets~~claims ~~owned~~may byresult usin assignificant ~~well~~defense ascosts ~~the~~and ~~value~~potentially ofsignificant ~~our~~judgments ~~interests~~against inus, ~~unconsolidated~~some ~~joint~~of ~~ventures.~~which ~~There~~are ~~may~~not, or cannot be, ~~significant~~insured ~~uncertainty~~against. inResolution ~~the~~of ~~valuation,~~these ortypes inof ~~the~~matters ~~stability~~could ofadversely ~~the~~impact ~~cash~~our ~~flows~~financial condition, ~~discount~~results ~~rates~~of operations and ~~other~~cash ~~factors~~flow. ~~related~~Certain tolitigation ~~such~~or ~~assets~~the ~~due~~resolution toof ~~the~~certain ~~adverse~~litigation ~~market~~may ~~and~~affect ~~economic~~the ~~conditions~~availability ~~that~~or ~~could~~cost ~~result~~of insome aof ~~substantial~~our ~~decrease~~insurance incoverage, ~~their~~which ~~value.~~could Weadversely ~~may~~impact beour ~~required~~results toof ~~recognize~~operations ~~additional~~and ~~asset~~cash ~~impairment~~flows, ~~charges~~expose inus ~~the~~to ~~future,~~increased ~~which~~risks ~~could~~that ~~materially~~would be uninsured, and/or adversely ~~affect~~impact our ~~business,~~ability ~~financial~~to ~~condition~~attract officers and ~~results of operations~~directors.

~~Earnings~~We ~~and~~may ~~cash~~incur ~~dividends,~~unanticipated ~~asset~~costs ~~value~~ and ~~market~~liabilities ~~interest~~due ~~rates~~to ~~affect~~environmental ~~the price of the Company’s common stock~~problems.

AsUnder avarious ~~REIT~~federal, ~~the~~state ~~market~~and ~~value~~local oflaws, ~~the~~ordinances ~~Company’s~~and ~~common~~regulations, ~~stock~~we, inas ~~general,~~an isowner ~~based~~or ~~primarily~~operator ~~upon~~of real estate may be liable for the ~~market’s~~costs ~~perception~~of clean-up of certain conditions relating to the ~~Company’s~~presence ~~growth~~of ~~potential~~hazardous ~~and~~or ~~its~~toxic ~~current~~materials ~~and~~on, ~~potential~~in ~~future~~or ~~earnings~~emanating from a property and ~~cash~~any ~~dividends.~~related ~~The~~damages ~~market~~to ~~value~~natural ofresources. ~~the~~Environmental ~~Company’s~~laws ~~common~~often ~~stock~~impose isliability ~~also~~without ~~based~~regard ~~upon~~to whether the ~~market~~owner ~~value~~or operator knew of, or was responsible for, the ~~Company’s~~presence ~~underlying~~of ~~real~~hazardous ~~estate~~or ~~assets~~toxic materials. ~~For~~The ~~this~~presence ~~reason,~~of ~~shares~~such ofmaterials, or the ~~Company’s~~failure ~~common~~to ~~stock~~address those conditions properly, may ~~trade~~adversely ataffect ~~prices~~our ~~that~~ability ~~are~~to ~~higher~~rent or ~~lower~~sell a ~~than~~property ~~the~~or ~~Company’s~~to ~~net~~borrow ~~asset~~using ~~value~~a ~~per~~property ~~share~~as collateral. ToThe ~~the~~disposal ~~extent~~or ~~that~~treatment ~~the~~of ~~Company~~or ~~retains~~arrangement ~~operating~~for ~~cash~~the ~~flow~~disposal ~~for~~or ~~investment~~treatment ~~purposes,~~of ~~working~~hazardous ~~capital~~or ~~reserves,~~toxic ormaterials ~~other~~may ~~purposes,~~cause ~~these~~us ~~retained~~to ~~funds,~~also ~~while~~be ~~increasing~~liable for the ~~value~~costs of ~~the~~clean-up ~~Company’s~~of ~~underlying~~such ~~assets,~~materials ~~may~~or ~~not~~for ~~correspondingly~~related ~~increase~~natural ~~the~~resource ~~market~~damages ~~price~~occurring ofat ~~the~~or ~~Company’s~~emanating ~~common~~from ~~stock.~~an ~~The~~off-site ~~Company’s~~disposal ~~failure~~or totreatment ~~meet~~facility, ~~the~~whether ~~market’s~~or ~~expectations~~not ~~with~~the ~~regard~~facility tois ~~future~~owned ~~earnings~~or ~~and~~operated ~~cash~~by ~~dividends~~us. ~~likely~~No ~~would~~assurance ~~adversely~~can ~~affect~~be ~~the~~given ~~market~~that ~~price~~existing ofenvironmental ~~the~~assessments ~~Company’s~~with ~~common~~respect ~~stock.~~to ~~Further,~~any ~~the~~of ~~distribution~~our ~~yield~~properties onreveal ~~the~~all ~~common~~environmental ~~stock~~liabilities, ~~(as~~that aany ~~percentage~~prior ofowner ~~the~~or ~~price~~operator of ~~the~~any ~~common~~of ~~stock)~~our ~~relative~~properties todid ~~market~~not ~~interest~~create ~~rates~~any ~~may~~material ~~also~~environmental ~~influence~~condition ~~the~~not ~~price~~known ofto ~~the~~us ~~Company’s~~or ~~common~~that ~~stock.~~a Anmaterial ~~increase~~environmental incondition ~~market~~does ~~interest~~not ~~rates~~otherwise ~~might~~exist ~~lead~~as ~~prospective~~to ~~purchasers~~any of ~~the~~our ~~Company’s~~properties. ~~common~~In ~~stock~~addition, changes to ~~expect~~existing aenvironmental ~~higher~~regulations ~~distribution~~to ~~yield~~address, ~~which~~among ~~would~~other ~~adversely~~things, ~~affect~~climate ~~the~~change, ~~market~~could ~~price~~increase of the ~~Company’s~~scope ~~common~~of ~~stock~~our potential liabilities.

~~The~~Our ~~Consolidated~~insurance ~~Operating~~coverage ~~Partnership~~does ~~may~~not ~~incur~~include ~~unanticipated~~all ~~costs~~potential ~~and liabilities due to environmental problems~~losses.

~~Under~~Real ~~various~~property ~~federal,~~is ~~state~~subject ~~and~~to ~~local~~casualty ~~laws,~~risk ~~ordinances~~including ~~and~~damage, ~~regulations~~destruction, ~~an owner~~ or ~~operator~~loss ofresulting ~~real~~from ~~estate~~events ~~may~~that beare ~~liable~~unusual, ~~for~~sudden ~~the~~and ~~costs~~unexpected. Some of ~~clean-up~~our ofproperties ~~certain~~are ~~conditions~~located ~~relating~~in toareas ~~the~~where ~~presence~~casualty ofrisk ~~hazardous~~is orhigher ~~toxic~~due ~~materials~~to onearthquake, inwind and/or ~~emanating~~flood ~~from~~risk. aWe ~~property,~~carry ~~and~~comprehensive ~~any~~insurance ~~related~~coverage ~~damages~~ to ~~natural~~mitigate ~~resources.~~our ~~Environmental~~casualty ~~laws~~risk, ~~often~~in ~~impose~~amounts ~~liability~~and ~~without~~of ~~regard~~a tokind ~~whether~~that ~~the~~we ~~owner~~believe orare ~~operator~~appropriate ~~knew~~for ~~of,~~the ormarkets ~~was~~where ~~responsible~~each ~~for,~~of ~~the~~our ~~presence~~properties ofand ~~hazardous~~their orbusiness ~~toxic~~operations ~~materials~~are located. ~~The~~Among ~~presence~~other ofcoverage, ~~such~~we ~~materials~~carry property, orboiler ~~the~~& ~~failure~~machinery, toliability, ~~address~~fire, ~~those~~flood, ~~conditions~~terrorism, ~~properly~~earthquake, ~~may~~extended ~~adversely~~coverage ~~affect~~and ~~the~~rental ~~ability~~insurance. toOur ~~rent~~coverage orincludes ~~sell~~policy ~~the~~specifications ~~property~~and orlimits tocustomarily ~~borrow~~carried ~~using~~for ~~the~~similar ~~property~~properties asand ~~collateral~~business activities. We ~~Persons~~evaluate ~~who~~our ~~dispose~~level of orinsurance ~~arrange~~coverage ~~for~~and ~~the~~deductibles ~~disposal~~using oranalysis ~~treatment~~and ofmodeling, ~~hazardous~~as oris ~~toxic~~customary ~~materials~~in ~~may~~our ~~also~~industry. beHowever, ~~liable~~we ~~for~~do ~~the~~not ~~costs~~insure ofagainst ~~clean-up~~all types of ~~such materials~~casualty, orand ~~for~~we ~~related~~may ~~natural~~not ~~resource~~fully ~~damages,~~insure atagainst orthose ~~from~~casualty antypes ~~off-site~~where ~~disposal~~we ordo ~~treatment~~have ~~facility~~insurance, ~~whether~~either orbecause ~~not~~coverage ~~the facility~~ is ~~owned~~not available or ~~operated~~because bywe ~~those~~do ~~persons.~~not Nodeem ~~assurance~~it ~~can~~to be ~~given~~economically ~~that~~feasible ~~existing~~or ~~environmental~~prudent ~~assessments with respect~~ to ~~any~~do ofso. As ~~our~~a ~~properties reveal all environmental liabilities~~result, ~~that~~we ~~any~~could ~~prior~~experience ~~owner~~a orsignificant ~~operator~~loss of ~~any~~capital ofor ~~the~~revenues, ~~properties~~and ~~did~~be ~~not~~exposed ~~create~~to ~~any~~obligations ~~material~~under ~~environmental~~recourse ~~condition~~debt ~~not~~associated ~~known~~with ~~to us or that~~ a ~~material~~property. ~~environmental~~This ~~condition~~could ~~does~~occur ~~not~~if ~~otherwise~~an ~~exist~~uninsured asloss ~~to any of our properties. In addition~~occurs, ~~changes~~a toloss ~~existing~~in ~~environmental~~excess ~~regulation~~of toinsured ~~address,~~limits ~~among other things~~occurs, ~~climate~~or ~~change,~~a ~~could~~loss ~~increase~~is ~~the~~not ~~scope~~paid ofdue ~~our~~to ~~potential~~insurer ~~liabilities~~insolvency.

~~The~~We ~~Consolidated~~could ~~Operating~~be ~~Partnership’s~~subject ~~insurance~~to ~~coverage~~risks ~~does~~and ~~not~~liabilities ~~include~~in ~~all~~connection ~~potential~~with ~~losses~~joint venture arrangements.

WeOur ~~currently~~organizational ~~carry~~documents ~~comprehensive~~do ~~insurance~~not ~~coverage~~limit ~~including property, boiler & machinery, liability, fire, flood, terrorism, earthquake, extended coverage and rental loss as appropriate for~~ the ~~markets~~amount ~~where each~~ of ~~our~~available ~~properties~~funds ~~and~~that ~~their~~we ~~business~~may ~~operations~~invest ~~are~~in ~~located.~~joint ~~The~~ventures ~~insurance coverage contains policy specifications~~ and ~~insured~~we ~~limits~~may selectively ~~customarily~~develop ~~carried for similar properties~~ and ~~business~~acquire ~~activities. We believe our~~ properties ~~are~~through ~~adequately~~joint ~~insured.~~ventures ~~However,~~with ~~there~~other ~~are~~persons ~~certain losses, including losses from earthquakes, hurricanes, floods, pollution, acts of war~~ or ~~riots,~~entities ~~that~~when ~~are~~we ~~not~~deem ~~generally~~such ~~insured~~transactions ~~against or that~~ are ~~not~~warranted ~~generally~~by ~~fully~~the ~~insured against because it is not deemed to be economically feasible or prudent to do so~~circumstances. IfJoint anventure ~~uninsured loss~~investments, ~~a loss~~ in ~~excess of insured limits occurs~~general, orinvolve acertain ~~loss is not paid due to insurer insolvency with respect to one or more of our properties~~risks, ~~we could experience a significant loss of capital invested and potential revenues from these properties, and could potentially remain obligated under any recourse debt associated with the property.~~including:

The Consolidated Operating Partnership is subject to risks and liabilities in connection with its investments in properties through Joint Ventures.

As of December 31, 2013, the 2003 Net Lease Joint Venture owned approximately 2.5 million square feet of properties. Our net investment in this Joint Venture was $0.9 million at December 31, 2013. Our organizational documents do not limit the amount of available funds that we may invest in joint ventures and we may continue to develop and acquire properties through joint ventures with other persons or entities when warranted by the circumstances. Joint venture investments, in general, involve certain risks, including:

Table of Contents


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


•	joint venturers might fail to fund their share of any required capital commitments;


•	joint venturers might have economic or other business interests or goals that are inconsistent with our business interests or goals that would affect our ability to operate the property;

• joint venturers may have the power to act contrary to our instructions, requests, policies or objectives, including our current policy with respect to maintaining the Company’s qualification as a ~~real estate investment trust~~REIT;


•	the joint venture agreements often restrict the transfer of a member’s or joint venturer’s interest or “buy-sell” or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;

Table of Contents


•	disputes between us and our joint venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and subject the properties owned by the applicable joint venture to additional risk; and


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

The occurrence of one or more of the events described above could adversely affect ~~the~~our ~~Consolidated Operating Partnership’s~~ financial condition, results of operations, cash flow and ability to pay dividends on, and the market value of, its Units.

InWe ~~addition,~~may ~~joint~~incur ~~venture~~significant ~~investments~~costs incomplying ~~real~~with ~~estate~~various ~~involve~~federal, ~~all~~state ofand ~~the~~local ~~risks related to the ownership~~laws, ~~acquisition,~~regulations ~~development, sale~~ and ~~financing~~covenants ofthat ~~real~~are ~~estate~~applicable ~~discussed~~to inour ~~the~~properties ~~risk~~and, ~~factors above. To the extent the Consolidated Operating Partnership’s investments~~ in ~~joint~~particular ~~ventures~~costs ~~are~~associated ~~adversely~~with ~~affected~~complying bywith regulations such ~~risks,~~as the ~~Consolidated~~Americans ~~Operating~~with ~~Partnership’s~~Disabilities ~~financial~~Act ~~condition, results~~ of ~~operations,~~1990 ~~cash flow and ability to pay dividends on, and~~ (the ~~market~~"ADA") ~~value~~may ~~of,~~result ~~its~~in ~~Units~~unanticipated ~~could be adversely affected~~expenses.

WeThe properties in our portfolio are subject to ~~risks~~various ~~associated~~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 ~~international~~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.

AsIn ofaddition, ~~December 31~~under the ADA, ~~2013~~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 ~~owned~~cannot predict the ultimate cost of compliance with the ADA, or other legislation. If one ~~land~~or ~~parcel~~more ~~located~~of our properties in ~~Canada.~~which ~~Our~~we ~~international~~invest ~~operations~~is ~~will~~not in compliance with the ADA, or other legislation, then we would be ~~subject~~required to ~~risks~~incur ~~inherent~~additional incosts ~~doing~~to ~~business~~bring ~~abroad~~the property into compliance. If we incur substantial costs to comply with the ADA or other legislation, ~~including:~~our financial condition, results of operations, cash flow, price per share of our common stock and our ability to satisfy debt service obligations and to pay distributions could be adversely affected.

•Terrorist ~~exposure~~attacks toand other acts of violence or war may affect the ~~economic~~market ~~fluctuations~~for inour common units, the ~~locations~~industry in which we ~~invest;~~conduct our operations and our profitability.

•Terrorist ~~difficulties~~attacks may harm our results of operations and ~~costs~~financial ~~associated~~condition. ~~with~~We ~~complying~~cannot ~~with~~assure ayou ~~wide~~that ~~variety~~there ofwill ~~complex~~not ~~laws~~be terrorist attacks in the localities in which we conduct business. More generally, ~~treaties~~any of these events could cause consumer confidence and ~~regulations;~~spending to decrease or result in increased volatility in the worldwide financial markets and economy. These attacks or armed conflicts may adversely impact our operations or financial condition. In addition, losses resulting from these types of events may be uninsurable.

•We ~~revisions~~face inrisks ~~tax~~relating ~~treaties~~to orcybersecurity ~~other~~attacks ~~laws~~that ~~and~~could ~~regulations,~~cause ~~including~~loss ~~those~~of ~~governing~~confidential ~~the~~information ~~taxation~~and ofother ~~our~~business ~~international revenues;~~disruptions.

•We ~~obstacles~~rely extensively on computer systems to ~~the~~manage ~~repatriation~~our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of ~~earnings~~measures to prevent, detect and ~~funds~~mitigate these threats, which include password protection, frequent password change events, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will be successful in preventing a cyber-attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and affect the business operations.

• currency exchange rate fluctuations between the United States dollar and foreign currencies;

• restrictions on the transfer of funds; and

• national, regional and local political uncertainty.

When we acquire properties located outside of the United States, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. We work to mitigate such risks through extensive diligence and research and associations with experienced partners; however, there can be no guarantee that all such risks will be eliminated.

Adverse changes in our credit ratings could negatively affect our liquidity and business operations.

The credit ratings of the Operating Partnership’s senior unsecured notes and the Company’s preferred stock are based on the Company’s operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses. Our credit ratings can affect the availability, terms and pricing of any indebtedness and preferred stock that we may incur going forward. There can be no assurance that we will be able to maintain any credit rating, and in the event any credit rating is downgraded, we could incur higher borrowing costs or be unable to access certain capital markets at all.

Table of Contents

Adverse changes in our credit ratings could negatively affect our liquidity and business operations.

The credit ratings of the Operating Partnership’s senior unsecured notes are based on the Company’s operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses. Our credit ratings can affect the availability, terms and pricing of any indebtedness and preferred stock that we may incur going forward. There can be no assurance that we will be able to maintain any credit rating, and in the event any credit rating is downgraded, we could incur higher borrowing costs or may be unable to access certain or any capital markets.

Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting.

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting which may occur ~~in the future~~ could result in misstatements of our results of operations, restatements of our financial statements, a decline in the price of our securities, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.

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 150,000,000 shares, of which 10,000,000 shares are designated as preferred stock. Subject to approval by the Company's Board of Directors, the Company may issue preferred stock with rights, preferences and privileges that are more beneficial than the rights, preferences and privileges of its common stock. Holders of the Company's common stock do not have preemptive rights to acquire any shares issued by the Company in the future. If the Company ever creates and issues preferred stock with a distribution preference over common stock, payment of any distribution preferences on outstanding preferred stock would reduce the amount of funds available for the payment of distributions to our unitholders. In addition, holders of preferred stock are normally entitled to receive a preference payment in the event of liquidation, dissolution or wind up before any payment is made to unitholders, thereby reducing the amount a unitholder might otherwise receive upon such an occurrence. Also, under certain circumstances, the issuance of preferred stock may have the effect of delaying or preventing a change in control of our company.

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, per share trading price of our common stock and ability to satisfy our principal and interest obligations and to make distributions to our stockholders.

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

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

Table of Contents

Item 1B. Unresolved SEC Comments

None.

Item 2. Properties

General

At December 31, ~~2013~~2014, we owned ~~585~~572 in-service industrial properties containing an aggregate of approximately 5354.95 million square feet of GLA in 2524 states, with a diverse base of ~~more~~approximately ~~than~~ 1,~~650~~700 tenants engaged in a wide variety of businesses, including manufacturing, retail, wholesale trade, distribution and professional services. The average annual base rent per square foot on a portfolio basis, calculated at December 31, ~~2013~~2014, was $4.5563. The properties are generally located in business parks that have convenient access to interstate highways and/or rail and air transportation. We maintain insurance on our properties that we believe is adequate.

We classify our properties into four industrial categories: light industrial, ~~bulk warehouse,~~ R&D/flex, bulk warehouse and regional warehouse. While some properties may have characteristics which fall under more than one property type, we use what we believe is the most dominant characteristic to categorize the property.

The following describes, generally, the different industrial categories:

• Light industrial properties are of less than 100,000 square feet, have a ceiling height of 16-21 feet, and are comprised of 5%-50% of office space ~~and contain less than 50% of manufacturing space~~;

• ~~Bulk~~R&D/flex ~~warehouse~~ buildings are of ~~more~~less than 100,000 square feet, have a ceiling height of atless ~~least~~than 2216 feet, and are comprised of 550%~~-15%~~ ofor ~~office~~more ~~space and contain less than 25%~~ of ~~manufacturing~~office space;

• ~~R&D/flex~~Bulk warehouse buildings are of ~~less~~more than 100,000 square feet, have a ceiling height of ~~less~~at ~~than~~least 1622 feet, and are comprised of 505%-15% ~~or more~~ of office space ~~and contain less than 25% of manufacturing space~~; and

• Regional warehouses are of less than 100,000 square feet, have a ceiling height of at least 22 feet, and are comprised of 5%-15% of office space ~~and contain less than 25% of manufacturing space~~.

1415

Table of Contents

The following tables summarize, by market, certain information as of December 31, ~~2013~~2014, with respect to the in-service properties owned by the Consolidated Operating Partnership~~, each of which is wholly owned~~.

Consolidated Operating Partnership

In-Service Property Summary Totals

	Light Industrial			R&D/Flex			Bulk Warehouse			Regional Warehouse			Total
Metropolitan Area	GLA	Number ofProperties		GLA	Number ofProperties		GLA	Number ofProperties		GLA	Number ofProperties		GLA	Number ofProperties
Atlanta, GA	622,944	11		108,062	2		3,397,270	12		833,518	6		4,961,794	31
Baltimore, MD	~~615~~385,~~752~~445	117		~~170~~115,~~826~~985	54		586,647	3		96,000	1		1,~~469~~184,~~225~~077	2015
Central PA	146,990	2		—	—		3,131,350	5		—	—		3,278,340	7
Chicago, IL	~~466~~406,~~073~~064	87		197,997	3		3,~~202~~843,~~576~~365	13		~~424~~478,~~851~~111	56		4,~~291~~925,~~497~~537	29
Cincinnati, OH	278,000	5		100,000	2		~~918~~416,250	32		683,269	4		1,~~979~~477,519	1413
Cleveland, OH	—	—		—	—		1,317,799	7		—	—		1,317,799	7
Dallas, TX	1,996,261	35		209,249	9		2,148,315	16		501,873	7		4,855,698	67
Denver, CO	1,~~148~~147,~~368~~393	26		369,949	10		~~289~~287,~~354~~095	2		756,685	7		2,~~564~~561,~~356~~122	45
Detroit, MI	21,~~047~~973,~~255~~115	7571		~~188~~160,~~263~~163	65		341,792	3		550,089	13		3,~~127~~025,~~399~~159	9792
Houston, TX	~~585~~470,~~349~~101	98		132,997	6		2,457,546	11		~~446~~355,~~318~~793	65		3,~~622~~416,~~210~~437	3230
Indianapolis, IN	~~861~~583,100	1813		25,000	2		1,143,555	5		443,~~177~~512	5		2,~~472~~195,~~832~~167	3025
Miami, FL	8881,~~820~~791	1		—	—		142,804	1		281,626	6		~~513~~506,~~250~~221	8
Milwaukee, WI	~~343~~276,~~726~~126	75		—	—		1,026,409	5		90,089	1		1,~~460~~392,~~224~~624	1311
Minneapolis/St. Paul, MN	969,796	14		80,862	1		23,~~972~~424,~~995~~963	1315		~~201~~297,~~173~~960	34		4,~~224~~773,~~826~~581	3134
Nashville, TN	163,852	2		—	—		1,088,627	4		—	—		1,252,479	6
Northern New Jersey	749,849	13		171,601	3		329,593	2		—	—		1,251,043	18
Philadelphia, PA	—	—		—	—		—	—		131,934	2		131,934	2
Phoenix, AZ	38,560	1		—	—		~~710~~833,~~403~~451	56		~~354~~388,~~327~~070	56		1,~~103~~260,~~290~~081	1113
Salt Lake City, UT	190,620	6		146,937	6		279,179	1		—	—		616,736	13
Seattle, WA	—	—		—	—		~~258~~100,~~126~~611	21		~~127~~126,~~399~~803	2		~~385~~227,~~525~~414	43
Southern California (a)	743,038	20		88,064	1		2,~~016~~852,~~153~~620	811		~~556~~600,~~721~~206	910		34,~~403~~283,~~976~~928	3842
Southern New Jersey	115,626	2		45,054	1		172,100	1		191,329	2		524,109	6
St. Louis, MO	~~631~~503,~~732~~132	98		191,923	2		1,~~368~~496,~~095~~695	45		—	—		2,191,750	15
Tampa, FL	~~234~~212,~~679~~901	76		~~543~~508,~~742~~708	24		209,500	1		—	—		~~987~~931,~~921~~109	3231
Other (b)	102,997	2		—	—		1,796,108	7		—	—		1,899,105	9
Total	1312,~~141~~157,~~387~~701	~~284~~265		2,~~770~~652,~~526~~551	8381		3132,~~304~~823,~~546~~644	~~134~~139		6,~~670~~806,~~378~~867	8487		5354,~~886~~440,~~837~~763	~~585~~572
Occupancy by Industrial Building Type		8893	%		8586	%		9695	%		9495	%		9394	%

____________________


(a)	Southern California includes the markets of Los Angeles, Inland Empire and San Diego.


(b)	Properties are located in Grand Rapids, MI, Orlando, FL, Kansas City, MO, San Antonio, TX, Birmingham, AL, Jefferson County, KY, Greenville, KY, Horn Lake, MS, and Fort Smith, AR.

1516

Table of Contents

Consolidated Operating Partnership

In-Service Property Summary Totals

Metropolitan Area	GLA	Number ofProperties	AverageOccupancy at12/31/1314		GLA as a %of TotalPortfolio		Encumbrancesat 12/31/1314(In 000s)(c)
Atlanta, GA	4,961,794	31	89	%	9.21	%	$	2917,~~025~~469
Baltimore, MD	1,~~469~~184,~~225~~077	2015	8984	%	2.72	%	92,~~737~~348
Central PA	3,278,340	7	99100	%	6.10	%	29,~~689~~436
Chicago, IL	4,~~291~~925,~~497~~537	29	9699	%	89.0	%	2936,~~768~~434
Cincinnati, OH	1,~~979~~477,519	1413	9094	%	32.7	%	1211,~~033~~931
Cleveland, OH	1,317,799	7	100	%	2.4	%	2528,~~921~~484
Dallas, TX	4,855,698	67	9495	%	98.09	%	5755,~~673~~499
Denver, CO	2,~~564~~561,~~356~~122	45	9495	%	4.87	%	2621,~~688~~619
Detroit, MI	3,~~127~~025,~~399~~159	9792	9596	%	5.86	%	—
Houston, TX	3,~~622~~416,~~210~~437	3230	9997	%	6.73	%	5647,~~205~~991
Indianapolis, IN	2,~~472~~195,~~832~~167	3025	91	%	4.60	%	15,~~295~~213
Miami, FL	~~513~~506,~~250~~221	8	7999	%	1.0.9	%	—
Milwaukee, WI	1,~~460~~392,~~224~~624	1311	9698	%	2.76	%	1514,~~119~~569
Minneapolis/St. Paul, MN	4,~~224~~773,~~826~~581	3134	9187	%	78.8	%	6575,~~993~~496
Nashville, TN	1,252,479	6	9799	%	2.3	%	2625,~~647~~519
Northern New Jersey	1,251,043	18	9293	%	2.3	%	243,~~135~~283
Philadelphia, PA	131,934	2	100	%	0.3	%	3,~~548~~235
Phoenix, AZ	1,~~103~~260,~~290~~081	1113	9495	%	2.03	%	1721,~~932~~605
Salt Lake City, UT	616,736	13	9189	%	1.21	%	106,~~735~~983
Seattle, WA	~~385~~227,~~525~~414	43	100	%	0.74	%	54,~~070~~604
Southern California (a)	34,~~403~~283,~~976~~928	3842	9398	%	67.39	%	7168,~~164~~403
Southern New Jersey	524,109	6	4182	%	1.0	%	~~3,115~~—
St. Louis, MO	2,191,750	15	8891	%	4.10	%	17,~~781~~636
Tampa, FL	~~987~~931,~~921~~109	3231	9192	%	1.87	%	~~9,353~~—
Other (b)	1,899,105	9	100	%	3.5	%	1710,~~589~~997
Total or Average	5354,~~886~~440,~~837~~763	~~585~~572	9394	%	100	%	~~580~~518,~~215~~754

____________________


(a)	Southern California includes the markets of Los Angeles, Inland Empire and San Diego.


(b)	Properties are located in Grand Rapids, MI, Orlando, FL, Kansas City, MO, San Antonio, TX, Birmingham, AL, Jefferson County, KY, Greenville, KY, Horn Lake, MS, and Fort Smith, AR.

(c) Certain properties are pledged as collateral under our mortgage financings at December 31, ~~2013~~2014. For purposes of this table, the total principal balance of a mortgage loan payable that is collateralized by a pool of properties is allocated among the properties in the pool based on each property’s carrying balance.

1617

Table of Contents

Property Acquisitions

During the year ended December 31, ~~2013~~2014, we acquired ~~two~~eight industrial properties and several land parcels for an aggregate purchase price of approximately $7286.81 million. ~~One~~The ~~of the two~~ industrial properties ~~was~~were ~~vacant upon acquisition and the other industrial property was~~ acquired at a capitalization rate of approximately 6.76%. The capitalization rate for ~~this~~these industrial property ~~acquisition~~acquisitions was calculated using the estimated stabilized net operating income (excluding straight -line rent, ~~and~~lease inducement amortization ofand above and below market ~~rent~~lease amortization) and dividing it by the sum of the purchase price plus estimated costs incurred to stabilize the ~~property~~properties. The acquired industrial properties have the following characteristics:

Metropolitan Area	Number ofProperties	GLA	Property Type	Occupancyat 12/31/1314
Chicago, IL	1	~~509~~53,~~216~~260	~~Bulk~~Regional Warehouse	0100	%
Chicago, IL	1	626,784	Bulk Warehouse	100	%
Minneapolis/St. Paul, MN	2	451,968	Bulk Warehouse	100	%
	2	1,136,000
Phoenix, AZ	3	220,324	Bulk Warehouse/Regional Warehouse	71	%
Southern California	2	358,792	Bulk Warehouse	100	%
	8	1,084,344

Development Activity

During the year ended December 31, 2014, we placed in-service four developments totaling approximately 0.9 million square feet of GLA at a total cost of approximately $79.9 million. Included in total costs is $1.5 million incurred on leasing commissions. The capitalization rate for these developments, calculated using the estimated stabilized net operating income (excluding straight-line rent, lease inducement amortization and above and below market lease amortization) divided by the total investment in the developed properties is 6.2%. The placed in-service developments have the following characteristics:

During the year ended December 31, 2013, we placed in-service one bulk warehouse development located in Southern California totaling approximately 0.3 million square feet of GLA at a total cost of $19.1 million. Included in total costs is $1.8 million incurred on leasing costs, which includes tenant improvements and leasing commissions. At December 31, 2013, the occupancy is 100%. The capitalization rate for this development, calculated using the estimated stabilized net operating income (excluding straight line rent) divided by the total investment in the developed property, is 7.3%.



Developments Placed In Service - Metropolitan Area	GLA	Property Type	Occupancy at 12/31/14
Chicago, IL	250,243	Bulk Warehouse Expansion	100	%
Minneapolis/St. Paul, MN	96,787	Regional Warehouse	100	%
Southern California	489,038	Bulk Warehouse	100	%
Southern California	43,485	Regional Warehouse	100	%
	879,553

Completed Developments - Not In-Service	GLA	PropertyType	Quarter of Building Completion
Southern California	489,000	Bulk Warehouse	Q4 2013
	489,000
Developments Under Construction	GLA	PropertyType	Anticipated Quarter of Building Completion
Chicago, IL	250,000	Bulk Warehouse Expansion	Q3 2014
Southern California	555,670	Bulk Warehouse	Q2 2014
Southern California	43,485	Regional Warehouse	Q2 2014
	849,155

Table of Contents

As of December 31, 2014, we substantially completed three industrial properties totaling approximately 1.0 million square feet of GLA and have three industrial properties that are under construction totaling approximately 0.8 million square feet of GLA. The estimated total costs for the three development properties that are substantially complete are approximately $62.0 million, of which $53.9 has been incurred as of December 31, 2014. The estimated total investment for the three development properties under construction is $35.2 million, of which $18.6 million has been incurred as of December 31, 2014. There can be no assurance that the actual completion cost will not exceed the estimated completion cost stated above. The completed developments and developments under construction have the following characteristics:



Developments Completed - Not In Service - Metropolitan Area	GLA	Property Type	Quarter of Building Completion
Southern California	555,670	Bulk Warehouse	Q2 2014
Houston, TX	350,820	Bulk Warehouse	Q4 2014
Minneapolis/St. Paul, MN	142,290	Bulk Warehouse	Q4 2014
	1,048,780
Developments In Process - Metropolitan Area	GLA	Property Type	Anticipated Quarter of Building Completion
Dallas, TX (a)	598,445	Bulk Warehouse	Q1/Q2 2015
Dallas, TX	153,000	Bulk Warehouse	Q2 2015
	751,445

_______________

(a) Project includes the development of two buildings (376,601 square feet and 221,844 square feet).

Property Sales

During the year ended December 31, ~~2013~~2014, we sold 6525 industrial properties comprising approximately 21.8 million square feet of GLA, at a weighted average capitalization rate of 56.53%, and several land parcels for total gross sales proceeds of approximately $~~138~~94.81 million. The capitalization rate for the 6525 industrial property sales is calculated by taking revenues of the property (excluding straight-line rent, lease inducement amortization and above and below market lease amortization) less operating expenses of the property for a period of the last twelve full months prior to sale and dividing the sum by the sales price of the property. The properties we sold ~~industrial~~this ~~properties~~year have the following characteristics:

Metropolitan Area	Number ofProperties	GLA	Property Type
Atlanta, GA	1	90,000	Regional Warehouse
Baltimore, MD	5	285,148	Light Industrial/R&D/Flex
Baltimore, MD	1	171,000	Regional Warehouse
Chicago, IL	2	178,679	Bulk Warehouse/Light Industrial
Chicago, IL	5	404,461	Light Industrial/R&D/Flex/Regional Warehouse
Cincinnati, OH	1	502,000	Bulk Warehouse
Dallas, TX	14	468,358	Light Industrial/R&D/Flex
Detroit, MI	5	102,240	Light Industrial/R&D/Flex
Denver, CO	2	157,065	R&D/Flex
Houston, TX	2	205,773	Light Industrial
Detroit, MI	7	214,372	Light Industrial/Regional Warehouse/R&D/Flex
Indianapolis, IN	5	278,000	Light Industrial
Indianapolis, IN	1	23,950	Regional Warehouse
Miami, FL	1	7,029	Light Industrial
Milwaukee, WI	12	4367,~~440~~600	Light Industrial
Minneapolis/St. Paul, MN	2	122,562	Regional Warehouse
Seattle, WA	1	157,515	Bulk Warehouse
Northern New Jersey	1	24,051	R&D/Flex
Tampa, FL	1	56,812	R&D/Flex
Salt Lake City, UT	27	384,305	Light Industrial
Total	25	1,840,796
Southern New Jersey	1	109,000	Bulk Warehouse
Toronto, ON	1	280,773	Bulk Warehouse
Other (a)	1	355,964	Bulk Warehouse
Total	65	2,849,301

~~(a) Property was located in Omaha, NE.~~ 19

Tenant and Lease Information

We have a diverse base of more than 1,650 tenants engaged in a wide variety of businesses including retail, wholesale trade, distribution, manufacturing and professional services. At December 31, 2013, our leases, on a combined basis, have a weighted average lease length of 6.0 years and provide for periodic rent increases that are either fixed or based on changes in the Consumer Price Index. Industrial tenants typically have net or semi-net leases and pay as additional rent their percentage of the property’s operating costs, including the costs of common area maintenance, property taxes and insurance. As of December 31, 2013, approximately 93% of the GLA of our in-service properties was leased, and no single tenant or group of related tenants accounted for more than 3.2% of the Consolidated Operating Partnerships’ and Other Real Estate Partnerships’ combined rent revenues, nor did any single tenant or group of related tenants occupy more than 2.2% of the Consolidated Operating Partnership’s and Other Real Estate Partnership’s combined total GLA of our in-service properties.

Table of Contents

Tenant and Lease Information

We have a diverse base of approximately 1,700 tenants engaged in a wide variety of businesses including retail, wholesale trade, distribution, manufacturing and professional services. At December 31, 2014, our leases, on a combined basis, have a weighted average lease length of 6.1 years and provide for periodic rent increases that are either fixed or based on changes in the Consumer Price Index. Industrial tenants typically have net or semi-net leases and pay as additional rent their percentage of the property’s operating costs, including the costs of common area maintenance, property taxes and insurance. As of December 31, 2014, approximately 94% of the GLA of our in-service properties was leased, and no single tenant or group of related tenants accounted for more than 3.1% of the Consolidated Operating Partnerships’ and Other Real Estate Partnerships’ combined rent revenues, nor did any single tenant or group of related tenants occupy more than 2.2% of the Consolidated Operating Partnership’s and Other Real Estate Partnership’s combined total GLA of our in-service properties.

Leasing Activity

The following table provides a summary of our leasing activity for the year ended December 31, 2014. The table does not include month-to-month leases or leases with terms less than twelve months.

	Number ofLeasesSigned	Square FeetSigned(in 000’s)	Average GAAPRent PerSquare Foot (1)		GAAP BasisRent Growth (2)		WeightedAverage LeaseTerm (3)	Turnover CostsPer SquareFoot (4)		WeightedAverageRetention (5)
New Leases	~~223~~237	3,~~366~~993	$	4.8833	(73.27	)%	5.4	$	64.1643	N/A
Renewal Leases	~~372~~297	87,~~178~~360	$	4.0848	912.69	%	34.84	$	1.1732	7768.10	%
Development	9	416	$	4.71	N/A		5.8	N/A		N/A
Development Leases	14	1,047	$	5.85	N/A		8.0	N/A		N/A
Total / Weighted Average	~~604~~548	1112,~~960~~400	$	4.3355	39.67	%	45.30	$	2.5636	7768.10	%


(1)	Average GAAP rent is the average rent calculated in accordance with GAAP, over the term of the lease.


(2)	GAAP basis rent growth is a ratio of the change in net effective rent (on a GAAP basis, including straight-line rent adjustments as required by GAAP) compared to the net effective rent (on a GAAP basis) of the comparable lease. New leases where there were no prior comparable leases are also excluded.


(3)	The lease term is expressed in years. Assumes no exercise of lease renewal options, if any.


(4)	Turnover costs are comprised of the costs incurred or capitalized for improvements of vacant and renewal spaces, as well as the commissions paid and costs capitalized for leasing transactions. Turnover costs per square foot represent the total turnover costs expected to be incurred on the leases signed during the period and do not reflect actual expenditures for the period.


(5)	Represents the weighted average square feet of tenants renewing their respective leases.

During the year ended December 31, ~~2013~~2014, we185 ~~signed 148~~ new leases with free rent periods during the lease term on 24.7 3 million square feet of GLA commenced. Total free rent concessions ~~are~~of $5.26 million were associated with these new leases. Additionally, during the year ended December 31, ~~2013~~2014, we22 ~~signed 74~~ renewal leases with free rent periods during the lease term on 10.39 million square feet of GLA. ~~Total concessions are $1~~commenced.3 million associated with these renewal leases. Lastly, during the twelve months ended December 31, 2013, we signed eight development leases with free rent periods during the lease term on 0.4 million square feet of GLA. Total free rent concessions ~~are~~of $0.57 million were associated with these ~~development~~renewal leases.

1920

Table of Contents

Lease Expirations

Fundamentals for the United States industrial real estate market continued to improve in ~~2013~~2014, as growth in the general economy drove additional demand for space. Development of new industrial space ~~has~~ increased in response to this growth in demand, but incremental demand ~~has~~continued ~~outpaced~~to exceed new supply. The fourth quarter of ~~2013~~2014 marked the ~~14th~~18th consecutive quarter of ~~increasing~~positive ~~occupancy~~net absorption for the overall market. These conditions ~~have~~ resulted in improved market rental rate environments in virtually all of our markets. Based on our recent experience, ~~market~~the ~~conditions,~~favorable supply-demand balance and the forecast from a leading national research company, for ~~2014~~2015, we expect our average net ~~effective~~ rental rates for renewal leases on a cash basis to be slightly higher than the expiring rates. ~~Rental~~Net rental rates for new leases on a cash basis on average are expected to be ~~less~~slightly lower than the comparative prior leases for ~~2014~~2015, primarily due to the differing market conditions when the comparative leases were structured and the impact of contractual rent escalations within those leases. The following table shows scheduled lease expirations for all leases for our in-service properties as of December 31, ~~2013~~2014.

Year of Expiration(1)	Number ofLeasesExpiring	GLAExpiring(2)	Percentage ofGLAExpiring(2)		Annual Base RentUnder ExpiringLeases (3)		Percentage of TotalAnnual Base RentExpiring (3)
					(In thousands)
2014	375	6,096,314	13	%	$	28,541	13	%
2015	318	5,248,840	10	%	$	24,529	10	%
2015	362	7,335,535	15	%	34,558		16	%
2016	382	9,166,810	18	%	42,128		18	%
2016	350	8,900,415	18	%	37,352		17	%
2017	308	6,951,888	14	%	33,834		14	%
2017	202	5,610,655	12	%	26,891		12	%
2018	223	7,464,374	15	%	35,241		15	%
2018	167	6,571,167	13	%	29,897		13	%
2019	184	5,960,135	12	%	29,055		12	%
2019	104	4,582,325	9	%	23,135		10	%
2020	108	5,054,295	10	%	22,577		10	%
2020	38	2,607,555	5	%	11,317		5	%
2021	51	4,378,027	8	%	17,584		8	%
2021	31	2,985,420	6	%	12,947		6	%
2022	27	1,430,378	3	%	6,918		3	%
2022	15	808,816	2	%	3,169		1	%
2023	18	1,510,409	3	%	7,067		3	%
2023	16	2,016,237	4	%	7,646		3	%
2024	14	1,638,415	3	%	6,731		3	%
Thereafter	1522	1,~~553~~859,~~288~~928	34	%	79,~~915~~157		4	%
Total	1,~~675~~655	4950,~~067~~663,~~727~~499	100	%	$	~~223~~234,~~368~~821	100	%

____________________

(1) Includes leases that expire on or after January 1, ~~2014~~2015 and assumes tenants do not exercise existing renewal, termination or purchase options.

(2) Does not include existing vacancies of 3,~~800~~084,~~288~~182 aggregate square feet and December 31, ~~2013~~2014 move outs of 1693,~~018,822~~082 aggregate square feet.

(3) Annualized base rent is calculated as monthly base rent (cash basis) per the terms of the lease, as of December 31, ~~2013~~2014, multiplied by 12. If free rent is granted, then the first positive rent value is used.

Item 3. Legal Proceedings

We are involved in legal proceedings arising in the ordinary course of business. All such proceedings, taken together, are not expected to have a material impact on the results of operations, financial position or liquidity.

Item 4. Mine Safety Disclosures

None.

2021

Table of Contents

PART II

Item 5. Market for Registrant’s Partners’ Capital, Related Partner Matters and Issuer Purchases of Equity Securities

There is no established public trading market for the general partner and limited partner Units. As of February 2724, ~~2014~~2015, there were ~~154~~143 holders of record of general partner and limited partner Units.

The following table sets forth the distributions per Unit paid or declared by us during the periods noted:

Quarter Ended	Distribution Declared
December 31, 2013	$	0.085
December 31, 2014	$	0.1025
September 30, 2013	$	0.085
September 30, 2014	$	0.1025
June 30, 2013	$	0.085
June 30, 2014	$	0.1025
March 31, 2013	$	0.085
March 31, 2014	$	0.1025
December 31, 2013	$	0.0850
September 30, 2013	$	0.0850
June 30, 2013	$	0.0850
March 31, 2013	$	0.0850

~~We did not pay or declare distributions during the year ended December 31, 2012.~~ Our ability to make distributions 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. Holders of general partner and limited partner Units are entitled to receive distributions when, as and if declared by the Board of Directors of the Company, our general partner, after the priority distributions required under our partnership agreement have been made with respect to ~~Preferred~~preferred Units out of any funds legally available for that purpose.

During the year ended December 31, ~~2013~~2014, the Operating Partnership did not issue any limited partner ~~units~~Units.

Subject to lock-up periods and certain adjustments, holders of limited partner Units of the Operating Partnership 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 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 we intend to continue this practice. If each Unit of the Operating Partnership were redeemed as of December 31, ~~2013~~2014, we could satisfy our redemption obligations by making an aggregate cash payment of approximately $8089.29 million or by issuing 4,~~597~~374,~~313~~637 shares of the Company’s common stock.

2122

Table of Contents

Item 6. Selected Financial Data

The following sets forth selected financial and operating data for the Consolidated Operating Partnership. The following selected consolidated financial data should be read in conjunction with the Consolidated Financial Statements and Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K. All consolidated financial data has been restated, as appropriate, to reflect the impact of activity classified as discontinued operations for all periods presented.

	Year Ended12/31/13			Year Ended12/31/12			Year Ended12/31/11			Year Ended12/31/10			Year Ended12/31/09
	Year Ended12/31/14			Year Ended12/31/13			Year Ended12/31/12			Year Ended12/31/11			Year Ended12/31/10
	(In thousands, except per unit data)
Statement of Operations Data:
Total Revenues	$	~~288~~302,~~936~~605		$	~~275~~279,~~443~~727		$	~~263~~266,~~826~~155		$	~~266~~254,~~087~~642		$	~~327~~256,~~629~~965
Income (Loss) from Continuing Operations	625,~~979~~687			~~(22~~5,~~333~~993		)	(3125,~~336~~181		)	(~~161~~34,~~588~~014		)	(19152,~~297~~170		)
Loss from Continuing Operations Available to Unitholders	(6,601		)	(39,307		)	(49,983		)	(180,748		)	(38,643		)
Income (Loss) from Continuing Operations Available to Unitholders	23,040			(7,587		)	(42,155		)	(52,661		)	(171,330		)
Net Income (Loss) Available to Unitholders and Participating Securities	$48,704	~~27,033~~		$27,033	~~(23,169~~	)	$(23,169	~~(28,527~~	)	$(28,527	~~(241,184~~	)	$(241,184	~~(15,189~~	)
Basic and Diluted Earnings Per Units:
Loss from Continuing Operations Available to Unitholders	$	(0.06	)	$	(0.41	)	$	(0.58	)	$	(2.65	)	$	(0.71	)
Income (Loss) from Continuing Operations Available to Unitholders	$	0.20		$	(0.07	)	$	(0.44	)	$	(0.61	)	$	(2.51	)
Net Income (Loss) Available to Unitholders	$0.42	~~0.24~~		$0.24	~~(0.24~~	)	$(0.24	~~(0.33~~	)	$(0.33	~~(3.53~~	)	$(3.53	~~(0.28~~	)
Distributions Per Unit	$	0.3441		$	0.0034		$	0.00		$	0.00		$	0.00
Basic and Diluted Weighted Average Units	111,646			96,509			85,913			68,327			54,261
Basic Weighted Average Units	114,388			111,646			96,509			85,913			68,327
Diluted Weighted Average Units	114,791			111,646			96,509			85,913			68,327
Balance Sheet Data (End of Period):
Real Estate, Before Accumulated Depreciation	$	2,~~748~~804,~~179~~122		$	2,~~764~~748,~~007~~179		$	2,~~660~~764,~~974~~007		$	2,~~331~~660,~~596~~974		$	2,~~965~~331,~~091~~596
Total Assets	2,~~498~~514,~~779~~246			2,~~503~~498,~~882~~779			2,~~571~~503,~~113~~882			2,~~711~~571,~~786~~113			32,~~200~~711,~~410~~786
Indebtedness (Inclusive of Indebtedness Held for Sale)	1,~~119~~268,~~131~~615			1,~~228~~199,~~479~~131			1,~~373~~228,~~515~~479			1,~~688~~373,~~005~~515			1,~~966~~688,~~167~~005
Partners’ Capital	1,~~180~~100,~~722~~510			1,~~155~~180,~~151~~722			1,~~081~~155,~~992~~151			~~901~~1,~~303~~081,992			1901,~~083,291~~303
Cash Flow Data:
Cash Flow From Operating Activities	$	~~114~~121,~~052~~460		$	~~117~~114,~~851~~052		$	70117,~~175~~851		$	4870,~~342~~175		$	~~139~~48,~~616~~342
Cash Flow From Investing Activities	(5969,~~704~~658		)	(2059,~~430~~704		)	65(20,~~067~~430		)	4565,~~531~~067			3745,~~554~~531
Cash Flow From Financing Activities	(5249,~~136~~873		)	(~~100~~52,~~693~~136		)	(~~150~~100,~~041~~693		)	(~~252~~150,~~673~~041		)	1(252,~~257~~673		)

2223

Table of Contents

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with "Selected Financial Data" and the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-K.

In addition, the following discussion ~~contains~~may ~~certain~~contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Exchange Act. We intend for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995~~, and are including this statement for purposes of complying with those safe harbor provisions~~. Forward-looking statements, ~~which~~ are based on certain assumptions and describe future plans, strategies and expectations, ~~are~~of ~~generally~~the ~~identifiable~~Company. byAlthough ~~use~~we ofbelieve the ~~words~~expectations ~~"believe,"~~reflected ~~"expect,"~~in ~~"intend,"~~forward-looking ~~"plan,"~~statements ~~"anticipate,"~~are ~~"estimate,"~~based ~~"project,"~~upon ~~"seek,"~~reasonable ~~"target~~assumptions," ~~"potential,"~~we ~~"focus,"~~can ~~"may,"~~give ~~"should"~~no orassurance ~~similar~~that ~~expressions.~~our ~~Our~~expectations ~~ability~~will tobe ~~predict~~attained ~~results~~ or ~~the~~that ~~actual~~results ~~effect~~will ofnot ~~future~~materially ~~plans or strategies is inherently uncertain~~differ. Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of REITs) and actions of regulatory authorities ~~(including the IRS)~~; our ability to qualify and maintain our status as a REIT; the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land~~, the supply and demand for which is inherently more volatile than other types of industrial property~~) in the Company’s current and ~~proposed~~potential market areas; difficulties in identifying and consummating acquisitions and dispositions; our ability to manage the integration of properties we acquire; risks related to our investments in properties through joint ventures; environmental liabilities; ~~slippages~~delays in development or lease-up schedules; tenant creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to REITs; ~~international business risks~~ and those additional factors described in Item 1A, "Risk Factors" and elsewhere in ~~our~~this ~~other~~report ~~filings~~and ~~with~~in the ~~SEC~~Company's other Exchange Act reports. We caution you not to place undue reliance on forward -looking statements, which reflect our ~~analysis~~outlook only and speak only as of the date of this report ~~or the dates indicated in the statements~~. We assume no obligation to update or supplement forward-looking statements.

The Operating Partnership was organized as a limited partnership in the state of Delaware on November 23, 1993. The sole general partner is First Industrial Realty Trust, Inc., which owns Units in the Operating Partnership representing an approximate 96.02% ownership interest at December 31, ~~2013~~2014. The Company ~~also owns Preferred Units in the Operating Partnership with an aggregate liquidation priority of $75.0 million at December 31, 2013. The Company~~ is a REIT as defined in the Code. The Company’s operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership owns, in the aggregate, approximately a 43.08% interest in the Operating Partnership at December 31, ~~2013~~2014. Operations are also conducted through other partnerships and limited liability companies (LLCs) of which the Operating Partnership is the sole member, and taxable REIT subsidiaries (together with the Operating Partnership, other partnerships and the LLCs, the Consolidated Operating Partnership), the operating data of which is consolidated with that of the Operating Partnership as presented herein.

We also hold at least a 99% limited partnership interest in the Financing Partnership, the Securities Partnership, the Mortgage Partnership, the Pennsylvania Partnership, the Harrisburg Partnership, the Indianapolis Partnership, TK-SV, LTD., and FI Development Services, L.P. and wholly owned LLCs (together, the Other Real Estate Partnerships). See Note 5 to the Consolidated Financial Statements for more information on the Other Real Estate Partnerships. The Other Real Estate Partnerships’ operating data is presented herein on a combined basis, separate from that of the Consolidated Operating Partnership. The general partners of the Other Real Estate Partnerships are separate corporations, each with at least a .01% general partnership interest in the Other Real Estate Partnerships for which it acts as a general partner. Each general partner of the Other Real Estate Partnerships is a wholly-owned subsidiary of the Company.

We also own noncontrolling equity interests in, and provide various services to, two joint ventures (the 2003 Net Lease Joint Venture and the 2007 Europe Joint Venture). ~~See~~At ~~Note 6~~December to31, 2014, the ~~Consolidated~~2003 ~~Financial~~Net ~~Statements~~Lease ~~for~~Joint ~~more~~Venture ~~information~~owned onone industrial property comprising approximately 0.8 million square feet of GLA and the 2007 Europe Joint ~~Ventures~~Venture did not own any properties.

Our financial statements report the LLCs and the taxable REIT subsidiaries on a consolidated basis and the Other Real Estate Partnerships and the Joint Ventures are accounted for under the equity method of accounting. Profits, losses and distributions of the Operating Partnership, the LLCs and the Other Real Estate Partnerships are allocated to the general partner and the limited partners, or members, as applicable, in accordance with the provisions contained in the partnership agreements or operating agreements, as applicable, of the Operating Partnership, the LLCs and the Other Real Estate Partnerships.

As of December 31, 2013, we owned 585 in-service industrial properties, containing an aggregate of approximately 53.9 million square feet of GLA. On a combined basis, as of December 31, 2013, the Other Real Estate Partnerships owned 64 in-service industrial properties, containing an aggregate of approximately 7.4 million square feet of GLA. Of the 64 industrial 24

Table of Contents

As of December 31, 2014, we owned 572 in-service industrial properties, containing an aggregate of approximately 54.5 million square feet of GLA. On a combined basis, as of December 31, 2014, the Other Real Estate Partnerships owned 62 in-service industrial properties, containing an aggregate of approximately 7.9 million square feet of GLA. Of the 62 industrial properties owned by the Other Real Estate Partnerships at December 31, ~~2013~~2014, 2120 are held by the Financing Partnership, 17 are held by the Pennsylvania Partnership, ~~nine~~eight are held by the Mortgage Partnership, six are held by the Securities Partnership, six are held by the Harrisburg Partnership, three are held by the Indianapolis Partnership, one is held by TK-SV, LTD and one is held by FI Development Services, L.P.

We believe our financial condition and results of operations are, primarily, a function of our performance in four key areas: leasing of industrial properties, acquisition and development of additional industrial properties, disposition of industrial properties and access to external capital.

We generate revenue primarily from rental income and tenant recoveries from ~~long-term (generally three to six years)~~ operating leases of our industrial properties. Such revenue is offset by certain property specific operating expenses, such as real estate taxes, repairs and maintenance, property management, utilities and insurance expenses, along with certain other costs and expenses, such as depreciation and amortization costs and general and administrative and interest expenses. Our revenue growth is dependent, in part, on our ability to (i) increase rental income, through increasing either or both occupancy rates and rental rates at our properties, (ii) maximize tenant recoveries and (iii) minimize operating and certain other expenses. Revenues generated from rental income and tenant recoveries are a significant source of funds, in addition to income generated from gains/losses on the sale of our properties (as discussed below), for our liquidity. The leasing of property, in general, and occupancy rates, rental rates, operating expenses and certain non-operating expenses, in particular, are impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The leasing of property also entails various risks, including the risk of tenant default. If we were unable to maintain or increase occupancy rates and rental rates at our properties or to maintain tenant recoveries and operating and certain other expenses consistent with historical levels and proportions, our revenue would decline. Further, if a significant number of our tenants were unable to pay rent (including tenant recoveries) or if we were unable to rent our properties on favorable terms, our financial condition, results of operations, cash flow and the Company’s ability to pay dividends on, and the market price of, the Company’s common stock would be adversely affected.

Our revenue growth is also dependent, in part, on our ability to acquire existing, and ~~acquire and~~ develop new, ~~additional~~ industrial properties on favorable terms. The Consolidated Operating Partnership seeks to identify opportunities to acquire existing industrial properties on favorable terms, and, when conditions permit, also seeks to ~~identify opportunities to~~ acquire and develop new industrial properties on favorable terms. Existing properties, as they are acquired, and acquired and developed properties, as they are leased, generate revenue from rental income, tenant recoveries and fees, income from which, as discussed above, is a source of funds for our distributions. The acquisition and development of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The acquisition and development of properties also entails various risks, including the risk that our investments may not perform as expected. For example, acquired existing and acquired and developed new properties may not sustain and/or achieve anticipated occupancy and rental rate levels. With respect to acquired and developed new properties, we may not be able to complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties. Also, we face significant competition for attractive acquisition and development opportunities from other well-capitalized real estate investors, including publicly-traded REITs and private investors. Further, as discussed below, we may not be able to finance the acquisition and development opportunities we identify. If we were unable to acquire and develop sufficient additional properties on favorable terms, or if such investments did not perform as expected, our revenue growth would be limited and our financial condition, results of operations, cash flow and the Company’s ability to pay dividends on, and the market price of, the Company’s common stock would be adversely affected.

We also generate income from the sale of our properties (including existing buildings, buildings which we have developed or re-developed on a merchant basis and land). The gain/loss on, and fees from, the sale of such properties are included in our income and can be a significant source of funds, in addition to revenues generated from rental income and tenant recoveries. Proceeds from sales are being used to repay outstanding debt and, market conditions permitting, may be used to fund the acquisition of existing, and the acquisition and development of new, industrial properties. The sale of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The sale of properties also entails various risks, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. Further, our ability to sell properties is limited by safe harbor rules applying to REITs under the Code which relate to the number of properties that may be disposed of in a year, their tax bases and the cost of improvements made to the properties, along with other tests which enable a REIT to avoid punitive taxation on the sale of assets. If we are unable to sell properties on favorable terms, our income growth would be limited and our financial condition, results of operations, cash flow and the Company’s ability to pay dividends on, and the market price of, the Company’s common stock could be adversely affected.

Table of Contents

We utilize a portion of the net sales proceeds from property sales, borrowings under our Unsecured Credit Facility, and proceeds from the issuance, when and as warranted, of additional debt and equity securities to refinance debt and finance future acquisitions and developments. Access to external capital on favorable terms plays a key role in our financial condition and results of operations, as it impacts our cost of capital and our ability and cost to refinance existing indebtedness as it matures and to fund acquisitions and developments ~~or through the issuance, when and as warranted, of additional equity securities~~. Our ability to access external capital on favorable terms is dependent on various factors, including general market conditions, interest rates, credit ratings on our ~~capital stock and~~ debt, the market’s perception of our growth potential, our current and potential future earnings and cash distributions and the market price of the Company’s capital stock. If we were unable to access external capital on favorable terms, our financial condition, results of operations, cash flow and the Company’s ability to pay dividends on, and the market price of, the Company’s common stock could be adversely affected.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in more detail in Note 3 to the Consolidated Financial Statements. We believe the following critical accounting policies relate to the more significant judgments and estimates used in the preparation of our consolidated financial statements.

• Accounts Receivable: We are subject to tenant defaults and bankruptcies that could affect the collection of rent due under our outstanding accounts receivable, ~~include~~including straight-line rent. In order to mitigate these risks, we perform credit reviews and analyses on our major existing tenants and all prospective tenants meeting certain financial thresholds before leases are executed. We maintain an allowance for doubtful accounts which is an estimate that is based on our assessment of various factors including the accounts receivable aging, customer credit-worthiness and historical bad debts.

• ~~Notes~~Investment ~~Receivable~~in Real Estate: ~~Notes~~We ~~receivable~~allocate ~~are~~purchase ~~included~~price inof ~~prepaid~~acquired ~~expenses~~properties to tangible (land, building, tenant improvements) and ~~other~~identified intangible assets (leasing commissions, ~~net~~in-place leases, tenant relationships, above and ~~are~~below ~~loans~~market ~~that~~leases ~~are~~and ~~generally~~below ~~collateralized~~market byground ~~real~~lease ~~estate~~obligations). ~~Notes~~Above-market ~~receivable~~and below-market lease and below market ground lease obligation values for acquired properties are ~~considered~~recorded ~~past~~based ~~due~~on ~~when~~the present value (using a ~~contractual~~discount ~~payment~~rate iswhich ~~not~~reflects ~~remitted~~the inrisks ~~accordance~~associated with the ~~terms~~leases acquired) of the ~~note~~difference ~~agreement.~~between We(i) ~~evaluate~~ the ~~collectability~~contractual ofamounts ~~each~~to ~~note~~be ~~receivable~~paid onpursuant anto ~~individual~~each ~~basis~~in-place ~~based~~lease onand ~~various~~(ii) ~~factors~~our ~~which~~estimate ~~may~~of ~~include~~fair ~~payment~~market ~~history,~~lease ~~expected~~rents ~~fair~~for ~~value~~each ofcorresponding ~~the~~in-place ~~collateral~~lease. onAcquired ~~the~~above ~~loan~~market ~~and~~leases ~~internal~~are ~~and~~amortized ~~external~~as ~~credit~~a ~~information.~~reduction Aof ~~loan~~rental isrevenue ~~considered~~over tothe beremaining ~~impaired~~non-cancelable ~~when,~~terms ~~based~~of ~~upon~~the ~~current~~respective ~~information~~leases and ~~events,~~acquired itbelow ismarket ~~probable~~leases ~~that~~are weamortized ~~will~~as bean ~~unable~~increase to ~~collect~~rental ~~all~~income ~~amounts~~over ~~due~~the ~~according~~remaining toinitial ~~the~~terms ~~existing~~plus ~~contractual~~the terms. ~~When~~of aany ~~loan~~below ismarket ~~considered~~fixed ~~impaired,~~rate ~~the~~renewal ~~amount~~options of the ~~loss~~respective ~~accrual~~leases. isLeasing ~~calculated~~commission, byin-place ~~comparing~~lease ~~the~~and ~~carrying~~tenant ~~amount~~relationship ofvalues ~~the~~for ~~note~~acquired ~~receivable~~properties toare ~~the~~recorded ~~present~~based ~~value~~on our evaluation of ~~expected~~the ~~future~~specific ~~cash~~characteristics ~~flows.~~of ~~Since~~each ~~the~~tenant’s ~~majority~~lease ofand our ~~notes~~overall ~~receivable~~relationship ~~are~~with ~~collateralized~~the byrespective atenant. ~~first~~The ~~mortgage,~~value ~~the~~allocated ~~loans~~to ~~have~~leasing ~~risk~~commission ~~characteristics~~and ~~similar~~in-place tolease ~~the~~intangible ~~risks~~assets inis ~~owning~~amortized ~~commercial~~to ~~real~~depreciation ~~estate.~~and ~~Interest~~amortization ~~income~~expense onover ~~performing~~the ~~loans~~remaining islease ~~accrued~~term asof ~~earned.~~the Arespective ~~loan~~lease. isThe ~~placed~~value onallocated ~~non-accrual~~to ~~status~~tenant ~~when,~~relationships ~~based~~is ~~upon~~amortized ~~current~~to ~~information~~depreciation and ~~events,~~amortization itexpense isover ~~probable~~the ~~that~~expected weterm ~~will~~of ~~not~~the berelationship, ~~able~~which toincludes ~~collect~~an ~~all~~estimate ~~amounts~~of ~~due~~the ~~according~~probability toof ~~the~~lease ~~existing~~renewal ~~contractual~~and ~~terms~~its estimated term. ~~Recognition~~We ofalso ~~interest~~must ~~income~~allocate purchase price on ~~non~~multi-~~performing~~property ~~loans~~portfolios onto anindividual ~~accrual~~properties. ~~basis~~The isallocation ~~resumed~~of ~~when~~purchase itprice is ~~probable~~based ~~that~~on weour ~~will~~assessment beof ~~able~~various tocharacteristics ~~collect~~of ~~amounts~~the ~~due~~markets ~~according~~where tothe property is located and the ~~contractual~~expected ~~terms~~cash flows of the property.

• ~~Investment~~Capitalization inof ~~Real Estate~~Costs: We ~~are~~capitalize ~~engaged~~costs incurred in ~~the~~developing ~~acquisition~~and ofexpanding ~~individual~~real ~~properties~~estate asassets ~~well~~ as ~~multi-property~~part ~~portfolios.~~of Wethe ~~are~~investment ~~required~~basis. toDuring ~~allocate~~the ~~purchase~~construction ~~price between land~~period, ~~building,~~we ~~tenant~~capitalize ~~improvements,~~interest ~~leasing commissions~~costs, ~~in-place~~real ~~leases,~~estate ~~tenant~~taxes ~~relationships~~ and ~~above~~certain ~~and~~costs ~~below~~of ~~market leases. Above-market and below-market lease values for acquired properties are recorded based on~~ the ~~present~~personnel ~~value~~performing ~~(using~~development aup ~~discount~~to ~~rate which reflects~~ the ~~risks~~time ~~associated with~~ the ~~leases~~property ~~acquired)~~is ofsubstantially ~~the~~complete. ~~difference~~The ~~between~~interest ~~(i)~~rate ~~the~~used ~~contractual amounts~~ to becapitalize ~~paid~~interest ~~pursuant~~is tobased ~~each~~upon ~~in-place lease and (ii)~~ our ~~estimate~~average ofborrowing ~~fair~~rate ~~market~~on ~~lease~~existing ~~rents~~debt. ~~for~~Costs ~~each~~incurred ~~corresponding~~ in~~-place~~ ~~lease.~~making ~~Acquired~~repairs ~~above market leases are amortized as a reduction of rental revenue over the remaining non-cancelable terms of the respective leases~~ and ~~acquired~~maintaining ~~below~~real ~~market~~estate ~~leases~~assets are ~~amortized~~expensed as ~~an increase to rental income over the remaining initial terms plus the terms of any below market fixed rate renewal options of the respective leases~~incurred. ~~In-place~~We ~~lease~~also ~~and~~capitalize ~~tenant~~internal ~~relationship values for acquired properties are recorded based on our evaluation of the specific characteristics of each tenant’s lease~~ and ~~our~~external ~~overall~~costs ~~relationship~~incurred ~~with~~to ~~the~~successfully ~~respective~~originate ~~tenant.~~a ~~The value allocated to in-place~~ lease ~~intangible~~that ~~assets~~result isdirectly ~~amortized~~from, ~~to depreciation~~ and ~~amortization~~are ~~expense~~essential ~~over~~to, the ~~remaining~~acquisition ~~lease term~~ of ~~the~~that ~~respective~~ lease. ~~The~~Leasing ~~value~~costs ~~allocated~~that tomeet ~~tenant relationships is amortized to depreciation and amortization expense over~~ the ~~expected~~requirements ~~term~~for ofcapitalization ~~the~~are ~~relationship,~~presented ~~which~~as ~~includes~~a ancomponent ~~estimate~~ of ~~the~~prepaid ~~probability~~expenses ~~of lease renewal~~ and ~~its~~other ~~estimated term~~assets. ~~We also must allocate purchase price on multi-property portfolios to individual properties.~~ The ~~allocation~~determination ofand ~~purchase~~calculation ~~price is based on our assessment~~ of ~~various~~certain ~~characteristics~~costs ofrequires ~~the~~estimates ~~markets~~by ~~where the property is located and the expected cash flows of the property~~us.

• Impairment of Real Estate Assets: We review our ~~held-~~real estate assets for~~-use~~ ~~properties~~possible onimpairment awhenever ~~continuous~~events ~~basis~~or ~~for~~changes ~~possible~~in ~~impairment~~circumstances ~~and~~indicate ~~provide~~that atheir ~~provision~~carrying ifamounts ~~impairments~~may ~~are~~not ~~determined~~be recoverable. We utilize the guidelines established under the Financial Accounting Standards Board’s (the "FASB") guidance for accounting for the impairment of long lived assets to determine if impairment conditions exist. We review the expected undiscounted cash flows of the property to determine if there are any indications of impairment. If the expected undiscounted cash flows of a particular property are less than the net book basis of the property, we will recognize an impairment charge equal to the amount of carrying value of the property that exceeds the fair value of the property. Fair value is generally determined by discounting the future expected cash flows of the property. The preparation of the undiscounted cash flows and the calculation of fair value involve subjective assumptions such

Table of Contents

book basis of the property, we will recognize an impairment charge equal to the amount of carrying value of the property that exceeds the fair value of the property. Fair value is generally determined by discounting the future expected cash flows of the property. The preparation of the undiscounted cash flows and the calculation of fair value involve subjective assumptions such as estimated occupancy, rental rates, ultimate residual value and hold period. The discount rate used to present value the cash flows for determining fair value is also subjective.

• Real Estate Held for Sale: Properties are classified as held for sale when all criteria within the FASB’s guidance relating to the disposal of long lived assets are met for such properties. When properties are classified as held for sale, we cease depreciating the properties and estimate the values of such properties and record them at the lower of depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify such property as held and used. We estimate the value of such property and measure it at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Fair value of operational industrial properties is generally determined either by discounting the future expected cash flows of the property, third party contract prices or quotes from local brokers. The preparation of the discounted cash flows and the calculation of fair value involve subjective assumptions such as estimated occupancy, rental rates, ultimate residual value, hold period and discount rate. Fair value of land is primarily determined by members of management who are responsible for the individual markets where the land parcels are located, quotes from local brokers or by third party contract prices. The determination of the fair value of real estate assets is also highly subjective, especially in markets where there is a lack of recent comparable transactions.

• Accounting for Joint Ventures: We analyze our investments in Joint Ventures to determine whether the joint ventures should be accounted for under the equity method of accounting or consolidated into our financial statements based on standards set forth under the FASB’s guidance relating to the consolidation of variable interest entities. Based on the guidance set forth in these pronouncements, we do not consolidate any of our joint venture investments because either the joint venture has been determined to be a variable interest entity but we are not the primary beneficiary or the joint venture has been determined not to be a variable interest entity and we lack control of the joint venture. Our assessment of whether we are the primary beneficiary of a variable interest entity involves the consideration of various factors including the form of our ownership interest, our representation on the entity’s governing body, the size of our investment and future cash flows of the entity.

• Capitalization of Costs: We capitalize (direct and certain indirect) costs incurred in developing and expanding real estate assets as part of the investment basis. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. During the land development and construction periods, we capitalize interest costs, real estate taxes and certain general and administrative costs of the personnel performing development up to the time the property is substantially complete. The interest rate used to capitalize interest is based upon our average borrowing rate on existing debt. We also capitalize internal and external costs incurred to successfully originate a lease that result directly from, and are essential to, the acquisition of that lease. Leasing costs that meet the requirements for capitalization are presented as a component of prepaid expenses and other assets, net. The determination and calculation of certain costs requires estimates by us.

• Deferred Tax Assets and Liabilities: In the preparation of our consolidated financial statements, significant management judgment is required to estimate our current and deferred income tax liabilities. Our estimates are based on our interpretation of tax laws. These estimates may have an impact on the income tax expense recognized. Adjustments may be required by a change in assessment of our deferred income tax assets and liabilities, changes due to audit adjustments by federal and state tax authorities, the Company’s inability to qualify as a REIT, and changes in tax laws. Adjustments required in any given period are included within the income tax provision. In assessing the need for a valuation allowance against our deferred tax assets, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards. In the event we were to determine that we would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made.

Table of Contents

as estimated occupancy, rental rates, ultimate residual value and hold period. The discount rate used to present value the cash flows for determining fair value is also subjective. To the extent applicable marketplace data is available, we generally use the market approach in estimating the fair value of undeveloped land. Real estate assets that are classified as held-for-sale are reported at the lower of their carrying value or their fair value, less estimated costs to sell.

•

Accounting for Joint Ventures: We analyze our investments in Joint Ventures to determine whether the joint ventures should be accounted for under the equity method of accounting or consolidated into our financial statements based on standards set forth under the FASB’s guidance relating to the consolidation of variable interest entities. Based on the guidance set forth in these pronouncements, we do not consolidate any of our joint venture investments because either the joint venture has been determined to be a variable interest entity but we are not the primary beneficiary or the joint venture has been determined not to be a variable interest entity and we lack control of the joint venture. Our assessment of whether we are the primary beneficiary of a variable interest entity involves the consideration of various factors including the form of our ownership interest, our representation on the entity’s governing body, the size of our investment and future cash flows of the entity.

•

Deferred Tax Assets and Liabilities: In the preparation of our consolidated financial statements, significant management judgment is required to estimate our current and deferred income tax liabilities. Our estimates are based on our interpretation of tax laws. These estimates may have an impact on the income tax expense recognized. Adjustments may be required by a change in assessment of our deferred income tax assets and liabilities, changes due to audit adjustments by federal and state tax authorities, the Company’s inability to qualify as a REIT and changes in tax laws. Adjustments required in any given period are included within the income tax provision. In assessing the need for a valuation allowance against our deferred tax assets, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards. In the event we were to determine that we would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made.

RESULTS OF OPERATIONS

Comparison of Year Ended December 31, 2014 to Year Ended December 31, 2013

Our net income available to unitholders and participating securities was $48.7 million and $27.0 million for the years ended December 31, 2014 and 2013, respectively. Basic and diluted net income available to unitholders was $0.42 per Unit and $0.24 per Unit for the years ended December 31, 2014 and 2013, respectively.

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the years ended December 31, 2014 and 2013. Same store properties are properties owned prior to January 1, 2013 and held as an in-service property through December 31, 2014 and developments and redevelopments that were placed in service prior to January 1, 2013 or were substantially completed for the 12 months prior to January 1, 2013. Properties which are at least 75% occupied at acquisition are placed in service. Acquisitions (that are less than 75% occupied at the date of acquisition), developments and redevelopments are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development/redevelopment construction completion. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, 2012 and held as an operating property through December 31, 2014. Sold properties are properties that were sold subsequent to December 31, 2012. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2013 or b) stabilized prior to January 1, 2013. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.

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

For the years ended December 31, 2014 and 2013, the average occupancy rates of our same store properties were 92.8% and 91.3%, respectively.

Table of Contents



	2014			2013			$ Change			% Change
	($ in 000’s)
REVENUES
Same Store Properties	$	290,644		$	276,405		$	14,239		5.2	%
Acquired Properties	6,894			453			6,441			1,421.9	%
Sold Properties	6,654			19,418			(12,764		)	(65.7	)%
(Re) Developments and Land, Not Included Above	3,121			1,411			1,710			121.2	%
Other	1,946			1,458			488			33.5	%
	$	309,259		$	299,145		$	10,114		3.4	%
Discontinued Operations	(6,654		)	(19,418		)	12,764			(65.7	)%
Total Revenues	$	302,605		$	279,727		$	22,878		8.2	%

Revenues from same store properties increased $14.2 million primarily due to an increase in occupancy, an increase in tenant recoveries and a one-time restoration fee recognized in 2014, partially offset by an increase in the straight-line rent reserve for doubtful accounts. Revenues from acquired properties increased $6.4 million due to the 10 industrial properties acquired subsequent to December 31, 2012 totaling approximately 2.2 million square feet of GLA. Revenues from sold properties decreased $12.8 million due to the 90 industrial properties sold subsequent to December 31, 2012 totaling approximately 4.6 million square feet of GLA. Revenues from (re)developments and land increased $1.7 million due to an increase in occupancy. Other revenues increased $0.5 million primarily due to an increase in maintenance company revenues and other one-time revenue transactions.



	2014			2013			$ Change			% Change
	($ in 000’s)
PROPERTY EXPENSES
Same Store Properties	$	88,049		$	81,714		$	6,335		7.8	%
Acquired Properties	2,647			454			2,193			483.0	%
Sold Properties	2,621			7,545			(4,924		)	(65.3	)%
(Re) Developments and Land, Not Included Above	2,324			709			1,615			227.8	%
Other	8,513			8,815			(302		)	(3.4	)%
	$	104,154		$	99,237		$	4,917		5.0	%
Discontinued Operations	(2,621		)	(7,545		)	4,924			(65.3	)%
Total Property Expenses	$	101,533		$	91,692		$	9,841		10.7	%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $6.3 million primarily due to higher snow removal costs incurred during the year ended December 31, 2014 as compared to the year ended December 31, 2013 due to the harsh 2014 winter, an increase in real estate tax expense and an increase in bad debt expense. Property expenses from acquired properties increased $2.2 million due to properties acquired subsequent to December 31, 2012. Property expenses from sold properties decreased $4.9 million due to properties sold subsequent to December 31, 2012. Property expenses from (re)developments and land increased $1.6 million primarily due to an increase in real estate tax expense related to the substantial completion of developments. Other expenses remained relatively unchanged.

General and administrative expense remained relatively unchanged.

For the years ended December 31, 2014 and 2013, we recognized $1.0 million and $0.3 million, respectively, of expense related to costs associated with acquiring buildings from third parties.

Table of Contents



	2014			2013			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	92,833		$	92,899		$	(66	)	(0.1	)%
Acquired Properties	4,642			871			3,771			433.0	%
Sold Properties	2,248			7,258			(5,010		)	(69.0	)%
(Re) Developments and Land, Not Included Above	1,948			672			1,276			189.9	%
Corporate Furniture, Fixtures and Equipment	526			618			(92		)	(14.9	)%
	$	102,197		$	102,318		$	(121	)	(0.1	)%
Discontinued Operations	(2,248		)	(7,258		)	5,010			(69.0	)%
Total Depreciation and Other Amortization	$	99,949		$	95,060		$	4,889		5.1	%

Depreciation and other amortization for same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased $3.8 million due to properties acquired subsequent to December 31, 2012. Depreciation and other amortization from sold properties decreased $5.0 million due to properties sold subsequent to December 31, 2012. Depreciation and other amortization for (re)developments and land increased $1.3 million primarily due to an increase in developments that were placed in service. Corporate furniture, fixtures and equipment depreciation expense decreased $0.1 million due to assets becoming fully depreciated.

Interest income decreased $0.2 million, or 10.2%, primarily due a decrease in the weighted average note receivable balance outstanding for the year ended December 31, 2014 as compared to the year ended December 31, 2013 partially offset by the receipt of prepayment fees of $0.7 million related to note receivables that were paid off early during the year ended December 31, 2014.

Interest expense decreased $1.3 million, or 2.0%, primarily due to a decrease in the weighted average interest rate for the year ended December 31, 2014 (5.33%) as compared to the year ended December 31, 2013 (5.79%), partially offset by an increase in the weighted average debt balance outstanding for the year ended December 31, 2014 ($1,290.5 million) as compared to the year ended December 31, 2013 ($1,238.0 million) and a decrease in capitalized interest of $1.6 million for the year ended December 31, 2014 as compared to the year ended December 31, 2013 due to a decrease in development activities.

Amortization of deferred financing costs remained relatively unchanged.

In October 2008, we entered into an interest rate swap agreement (the "Series F Agreement") to mitigate our exposure to floating interest rates related to the coupon reset of our Series F Preferred Units. The Series F Agreement had a notional value of $50.0 million and fixed the 30 year Treasury constant maturity treasury rate at 5.2175%. We recorded $0.1 million in mark-to-market net gain, inclusive of $0.8 million in swap payments, for the year ended December 31, 2013. The Series F Agreement matured on October 1, 2013.

For the year ended December 31, 2014, we recognized a loss from retirement of debt of $0.5 million due to the early payoff of certain mortgage loans. For the year ended December 31, 2013, we recognized a loss from retirement of debt of $6.4 million due to the partial repurchase of certain series of our senior unsecured notes, the early payoff of certain mortgage loans and the write-off of certain unamortized loan fees associated with the amendment of our revolving line of credit.

Equity in income of other real estate partnerships increased $2.6 million, or 22.5%, during the year ended December 31, 2014 as compared to the year ended December 31, 2013 primarily due to an increase in gain on sale of real estate and an increase in occupancy related to the properties within the Other Real Estate Partnerships for the year ended December 31, 2014 as compared to December 31, 2013.

Equity in income of joint ventures increased $3.4 million during the year ended December 31, 2014 as compared to the year ended December 31, 2013 primarily due to an increase in our pro rata share of gain and earn outs from the sales of industrial properties from the 2003 Net Lease Joint Venture.

The income tax provision is not significant.

Table of Contents

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the years ended December 31, 2014 and 2013.



	2014			2013
	($ in 000’s)
Total Revenues	$	6,654		$	19,418
Property Expenses	(2,621		)	(7,545		)
Impairment of Real Estate	—			(2,652		)
Depreciation and Amortization	(2,248		)	(7,258		)
Gain on Sale of Real Estate	23,796			32,657
Income from Discontinued Operations	$	25,581		$	34,620

Income from discontinued operations for the year ended December 31, 2014 reflects the results of operations and gain on sale of real estate relating to 25 industrial properties that were sold during the year ended December 31, 2014.

Income from discontinued operations for the year ended December 31, 2013 reflects the results of operations and gain on sale of real estate relating to 65 industrial properties that were sold during the year ended December 31, 2013 and the results of operations of 25 industrial properties that were sold during the year ended December 31, 2014. The impairment loss for the year ended December 31, 2013 of $2.7 million primarily relates to an impairment charge recorded due to carrying values of certain properties exceeding the estimated fair value based upon third party purchase contracts for properties held for sale during 2013.

The $0.1 million loss and $1.0 million gain on sale of real estate for the years ended December 31, 2014 and 2013, respectively, resulted from the sale of land parcels that did not meet the criteria for inclusion in discontinued operations.

Comparison of Year Ended December 31, 2013 to Year Ended December 31, 2012

Our net income (loss) available to unitholders and participating securities was $27.0 million and $(23.2) million for the years ended December 31, 2013 and 2012, respectively. Basic and diluted net income (loss) available to unitholders was $0.24 per Unit and $(0.24) per Unit for the years ended December 31, 2013 and 2012, respectively.

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the years ended December 31, 2013 and 2012. Same store properties are properties owned prior to January 1, 2012 and held as an ~~operating~~in-service property through December 31, 2013 and developments and redevelopments that were placed in service prior to January 1, 2012 or were substantially completed for the 12 months prior to January 1, 2012. Properties which are at least 75% occupied at acquisition are placed in service. Acquisitions (that are less than 75% occupied at the date of acquisition), developments and redevelopments are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development/redevelopment construction completion. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, 2011 and held as an operating property through December 31, 2013. Sold properties are properties that were sold subsequent to December 31, 2011. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2012 or b) stabilized prior to January 1, 2012. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.

For the years ended December 31, 2013 and 2012, the average occupancy rates of our same store properties were 90.5% and 88.4%, respectively.

	2013			2012			$ Change			% Change
	($ in 000’s)
REVENUES
Same Store Properties	$	278,184		$	270,184		$	8,000		3.0	%
Acquired Properties	2,729			1,954			775			39.7	%
Sold Properties	10,169			20,524			(10,355		)	(50.5	)%
(Re) Developments and Land, Not Included Above	6,604			698			5,906			846.1	%
Other	1,459			2,635			(1,176		)	(44.6	)%
	$	299,145		$	295,995		$	3,150		1.1	%
Discontinued Operations	(10,209		)	(20,552		)	10,343			(50.3	)%
Total Revenues	$	288,936		$	275,443		$	13,493		4.9	%

Revenues from same store properties increased $8.0 million primarily due to increases in occupancy and tenant recoveries, partially offset by a decrease in lease cancellation fees. Revenues from acquired properties increased $0.8 million due to the two leased industrial properties acquired subsequent to December 31, 2011 totaling approximately 1.0 million square feet of GLA. Revenues from sold properties decreased $10.4 million due to the 91 industrial properties sold subsequent to December 31, 2011 totaling approximately 6.9 million square feet of GLA. Revenues from (re)developments and land increased $5.9 million due to an increase in occupancy. Other revenues decreased $1.2 million primarily due to certain one-time revenue transactions during the year ended December 31, 2012, as well as a decrease in leasing fees earned from our Joint Ventures and a decrease in revenues from the operations of our maintenance company for the year ended December 31, 2013, as compared to the year ended December 31, 2012.

Table of Contents

	2013			2012			$ Change			% Change
	($ in 000’s)
PROPERTY EXPENSES
REVENUES
Same Store Properties	$	83278,~~512~~184		$	78270,~~208~~184		$	58,~~304~~000		63.80	%
Acquired Properties	12,~~047~~729			~~420~~1,954			~~627~~775			~~149~~39.37	%
Sold Properties	310,~~924~~169			820,~~324~~524			(410,~~400~~355		)	(5250.95	)%
(Re) Developments and Land, Not Included Above	16,~~938~~604			~~658~~698			15,~~280~~906			~~194~~846.51	%
Other	81,~~816~~459			92,~~485~~635			(~~669~~1,176		)	(744.16	)%
	$	99299,~~237~~145		$	97295,~~095~~995		$	23,~~142~~150		21.21	%
Discontinued Operations	(419,~~133~~418		)	(829,~~490~~840		)	410,~~357~~422			(5134.39	)%
Total Property Expenses	$	95,104		$	88,605		$	6,499		7.3	%
Total Revenues	$	279,727		$	266,155		$	13,572		5.1	%



	2013			2012			$ Change			% Change
	($ in 000’s)
PROPERTY EXPENSES
Same Store Properties	$	83,512		$	78,208		$	5,304		6.8	%
Acquired Properties	1,047			420			627			149.3	%
Sold Properties	3,924			8,324			(4,400		)	(52.9	)%
(Re) Developments and Land, Not Included Above	1,938			658			1,280			194.5	%
Other	8,816			9,485			(669		)	(7.1	)%
	$	99,237		$	97,095		$	2,142		2.2	%
Discontinued Operations	(7,545		)	(11,565		)	4,020			(34.8	)%
Total Property Expenses	$	91,692		$	85,530		$	6,162		7.2	%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $5.3 million primarily due to an increase in real estate tax expense due to refunds received in 2012 relating to previous years and an increase in repairs and maintenance expense due to the higher snow removal costs incurred during the year ended December 31, 2013 as compared to the year ended December 31, 2012 due to the mild 2012 winter. Property expenses from acquired properties increased $0.6 million due to properties acquired subsequent to December 31, 2011. Property expenses from sold properties decreased $4.4 million due to properties sold subsequent to December 31, 2011. Property expenses from (re)developments and land increased $1.3 million primarily due to an increase in real estate tax expense. Other expenses remained relatively unchanged.

General and administrative expense decreased $12.91 million, or 78.46%, during the year ended December 31, 2013 compared to the year ended December 31, 2012 due primarily to the acceleration of expense recorded during 2012 related to restricted stock held by the Company’s CEO in connection with the terms of his employment agreement that was entered into in December 2012.

~~The~~For ~~impairment charge included in continuing operations for~~ the ~~year~~years ended December 31, 2013 ~~of $1.0 million is primarily due to marketing a certain property for sale~~ and ~~our~~2012, ~~assessment~~we ofrecognized ~~the likelihood of a potential sale transaction~~$0.3 ~~The~~million ~~impairment~~and ~~reversal included in continuing operations for the year ended December 31, 2012 of~~ $0.0204 million, isrespectively, ~~primarily comprised~~ of anexpense ~~impairment~~related ~~reversal relating~~ to acosts ~~certain~~associated ~~industrial~~with ~~property~~acquiring ~~that~~buildings nofrom ~~longer~~third ~~qualified for held for sale classification~~parties.

	2013			2012			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	94,703		$	98,455		$	(3,752	)	(3.8	)%
Acquired Properties	1,755			808			947			117.2	%
Sold Properties	3,493			7,560			(4,067		)	(53.8	)%
(Re) Developments and Land, Not Included Above	1,749			344			1,405			408.4	%
Corporate Furniture, Fixtures and Equipment	618			1,077			(459		)	(42.6	)%
	$	102,318		$	108,244		$	(5,926	)	(5.5	)%
Discontinued Operations	(3,494		)	(7,561		)	4,067			(53.8	)%
Total Depreciation and Other Amortization	$	98,824		$	100,683		$	(1,859	)	(1.8	)%

The impairment reversal included in continuing operations for the year ended December 31, 2012 of $0.02 million is primarily comprised of an impairment reversal relating to certain industrial properties that no longer qualified for held for sale classification.

Depreciation and other amortization for same store properties decreased $3.8 million due to certain intangible assets related to acquisitions of real estate becoming fully depreciated as well as certain adjustments, which should have been recorded in previous periods, recorded during the years ended December 31, 2013 and 2012 causing a decrease in depreciation and amortization expense . Depreciation and other amortization from acquired properties increased $0.9 million due to properties acquired subsequent to December 31, 2011. Depreciation and other amortization from sold properties decreased $4.1 million due to properties sold subsequent to December 31, 2011. Depreciation and other amortization for (re)developments and land increased $1.4 million primarily due to an increase in substantial completion of developments. Corporate furniture, fixtures and equipment depreciation expense decreased $0.5 million due to assets becoming fully depreciated.

Table of Contents



	2013			2012			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	94,703		$	98,455		$	(3,752	)	(3.8	)%
Acquired Properties	1,755			808			947			117.2	%
Sold Properties	3,493			7,560			(4,067		)	(53.8	)%
(Re) Developments and Land, Not Included Above	1,749			344			1,405			408.4	%
Corporate Furniture, Fixtures and Equipment	618			1,077			(459		)	(42.6	)%
	$	102,318		$	108,244		$	(5,926	)	(5.5	)%
Discontinued Operations	(7,258		)	(10,926		)	3,668			(33.6	)%
Total Depreciation and Other Amortization	$	95,060		$	97,318		$	(2,258	)	(2.3	)%

Depreciation and other amortization for same store properties decreased $3.8 million due to certain intangible assets related to acquisitions of real estate becoming fully depreciated as well as certain adjustments, which should have been recorded in previous periods, recorded during the years ended December 31, 2013 and 2012 causing a decrease in depreciation and amortization expense. Depreciation and other amortization from acquired properties increased $0.9 million due to properties acquired subsequent to December 31, 2011. Depreciation and other amortization from sold properties decreased $4.1 million due to properties sold subsequent to December 31, 2011. Depreciation and other amortization for (re)developments and land increased $1.4 million primarily due to an increase in substantial completion of developments. Corporate furniture, fixtures and equipment depreciation expense decreased $0.5 million due to assets becoming fully depreciated.

Interest income decreased $0.5 million, or 17.1%, primarily due to a decrease in the weighted average note receivable balance outstanding and a decrease in the weighted average interest rate for the year ended December 31, 2013 as compared to the year ended December 31, 2012.

Interest expense decreased $8.9 million, or 11.5%, primarily due to a decrease in the weighted average debt balance outstanding for the year ended December 31, 2013 ($1,238.0 million) as compared to the year ended December 31, 2012 ($1,321.6 million), an increase in capitalized interest of $1.0 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012 due to an increase in development activities and a decrease in the weighted average interest rate for the year ended December 31, 2013 (5.79%) as compared to the year ended December 31, 2012 (6.02%).

Amortization of deferred financing costs decreased $0.2 million, or 6.6%, due to lower deferred financing costs due to the amendment to our credit facility in July 2013 and the write off of financing costs related to the early retirement of certain mortgage loans and the repurchase and retirement of certain senior unsecured notes.

In October 2008, we entered into an interest rate swap agreement (the "Series F Agreement") to mitigate our exposure to floating interest rates related to the coupon reset of our Series F Cumulative Redeemable Preferred Units. The Series F Agreement had a notional value of $50.0 million and fixed the 30 year Treasury constant maturity treasury rate at 5.2175%. We recorded $0.1 million in mark-to-market net gain, inclusive of $0.8 million in swap payments related to the Series F Agreement, for the year ended December 31, 2013, as compared to $0.3 million in mark-to-market net loss, inclusive of $1.2 million in swap payments, for the year ended December 31, 2012. The Series F Agreement matured on October 1, 2013.

For the year ended December 31, 2013, we recognized a net loss from retirement of debt of $6.4 million due to the partial repurchase of certain series of our senior unsecured notes, the early payoff of certain mortgage loans and the write-off of certain unamortized loan fees associated with the amendment of our revolving line of credit. For the year ended December 31, 2012, we recognized a net loss from retirement of debt of $9.7 million due to the partial repurchase of certain series of our senior unsecured notes and early payoff of certain mortgage loans.

Equity in income of other real estate partnerships increased $3.8 million, or 49.6%, during the year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to a decrease in depreciation expense caused by a decrease in catch-up depreciation taken for properties that were classified as held for sale in 2011 but no longer classified as held for sale during the year ended December 31, 2012 and by certain intangible assets related to acquisitions of real estate becoming fully depreciated. The increase is also due to a decrease in interest expense due to a decrease in the weighted average debt balance outstanding for the year ended December 31, 2013 as compared to December 31, 2012 as well as an increase in gain on sale of real estate for the year ended December 31, 2013 as compared to December 31, 2012.

Equity in income of joint ventures decreased $1.4 million, or 91.3%, during the year ended December 31, 2013 as compared to the year ended December 31, 2012 primarily due to a decrease in our pro rata share of gain ~~on sale of real estate~~ and earn-outs on property sales from the 2003 Net Lease Joint Venture.

Table of Contents

For the year ended December 31, 2012, we recognized $0.8 million of gain on change in control of interests related to the acquisition of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture. The $0.8 million of gain represents the difference between our carrying value and fair value of our equity interest on the acquisition date.

The income tax provision (as allocated to continuing operations and gain on sale of real estate, as applicable) decreased $5.5 million or 100.1% during the year ended December 31, 2013 compared to the year ended December 31, 2012 primarily due to a one-time IRS audit adjustment related to the 2009 liquidation of a former taxable REIT subsidiary that was recorded during the year ended December 31, 2012.

Table of Contents

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the years ended December 31, 2013 and 2012.

	2013			2012
	($ in 000’s)
Total Revenues	$	1019,~~209~~418		$	2029,~~552~~840
Property Expenses	(47,~~133~~545		)	(811,~~490~~565		)
Impairment of Real Estate	(12,~~605~~652		)	(1,121		)
Depreciation and Amortization	(37,~~494~~258		)	(710,~~561~~926		)
Gain on Sale of Real Estate	32,657			12,758
Income from Discontinued Operations	$	3334,~~634~~620		$	1618,~~138~~986

Income from discontinued operations for the year ended December 31, 2013 reflects the results of operations and gain on sale of real estate relating to 65 industrial properties that were sold during the year ended December 31, 2013 and the results of operations of 25 industrial properties that were sold during the year ended December 31, 2014. The impairment loss for the year ended December 31, 2013 of $12.67 million primarily relates to an impairment ~~charges~~charge recorded due to the carrying values of certain properties exceeding the estimated fair ~~values~~value based upon third party purchase contracts for properties held for sale during 2013.

Income from discontinued operations for the year ended December 31, 2012 reflects the results of operations and gain on sale of real estate relating to 26 industrial properties that were sold during the year ended December 31, 2012, the results of operations of 25 industrial properties that were sold during the year ended December 31, 2014 and the results of operations of 65 industrial properties that were sold during the year ended December 31, 2013. The impairment loss for the year ended December 31, 2012 of $1.1 million relates to impairment charges recorded due to carrying values of certain properties exceeding the estimated fair values based upon third party purchase contracts for properties held for sale during 2012.

The $1.0 million and $3.8 million gain on sale of real estate for the years ended December 31, 2013 and 2012, respectively, resulted from the sale of several land parcels that did not meet the criteria for inclusion in discontinued operations.

Comparison of Year Ended December 31, 2012 to Year Ended December 31, 2011

Our net loss available to unitholders was $23.2 million and $28.5 million for the years ended December 31, 2012 and 2011, respectively. Basic and diluted net loss available to unitholders was $0.24 per Unit and $0.33 per Unit for the years ended December 31, 2012 and 2011, respectively.

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the years ended December 31, 2012 and 2011. Same store properties are properties owned prior to January 1, 2011 and held as an operating property through December 31, 2012 and developments and redevelopments that were placed in service prior to January 1, 2011 or were substantially completed for the 12 months prior to January 1, 2011. Properties which are at least 75% occupied at acquisition are placed in service. Acquisitions that are less than 75% occupied at the date of acquisition, developments and redevelopments are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development/redevelopment construction completion. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, 2010 and held as an operating property through December 31, 2012. Sold properties are properties that were sold subsequent to December 31, 2010. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2011 or b) stabilized prior to January 1, 2011. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.

During the period between January 1, 2011 and December 31, 2012, two industrial properties previously classified within same store, comprising approximately 0.1 million square feet, are included in the redevelopment classification as of December 31, 2012. As of December 31, 2013, redevelopment activities for both properties are complete and are classified as in-service. These properties were moved back to the same store classification in 2013.

For the years ended December 31, 2012 and 2011, the average occupancy rates of our same store properties were 87.4% and 85.7%, respectively.

Table of Contents

	2012			2011			$ Change			% Change
	($ in 000’s)
REVENUES
Same Store Properties	$	280,120		$	273,552		$	6,568		2.4	%
Acquired Properties	4,378			1,396			2,982			213.6	%
Sold Properties	6,811			16,777			(9,966		)	(59.4	)%
(Re) Developments and Land, Not Included Above	1,503			659			844			128.1	%
Other	3,183			2,219			964			43.4	%
	$	295,995		$	294,603		$	1,392		0.5	%
Discontinued Operations	(20,552		)	(30,777		)	10,225			(33.2	)%
Total Revenues	$	275,443		$	263,826		$	11,617		4.4	%

Revenues from same store properties increased $6.6 million primarily due to an increase in average occupancy and an increase in lease cancellation fees. Revenues from acquired properties increased $3.0 million due to the two industrial properties acquired subsequent to December 31, 2010 totaling approximately 1.1 million square feet of GLA. Revenues from sold properties decreased $10.0 million due to the 60 industrial properties sold subsequent to December 31, 2010 totaling approximately 6.9 million square feet of GLA. Revenues from (re)developments and land increased $0.8 million primarily due to an increase in occupancy. Other revenues increased $1.0 million primarily due to several one-time fees and the reversal of an allowance for deferred rent receivable related to certain tenants, partially offset by a decrease in fees earned from our Joint Ventures.

	2012			2011			$ Change			% Change
	($ in 000’s)
PROPERTY EXPENSES
Same Store Properties	$	82,953		$	86,741		$	(3,788	)	(4.4	)%
Acquired Properties	888			261			627			240.2	%
Sold Properties	2,566			6,499			(3,933		)	(60.5	)%
(Re) Developments and Land, Not Included Above	1,202			691			511			74.0	%
Other	9,486			8,018			1,468			18.3	%
	$	97,095		$	102,210		$	(5,115	)	(5.0	)%
Discontinued Operations	(8,490		)	(12,438		)	3,948			(31.7	)%
Total Property Expenses	$	88,605		$	89,772		$	(1,167	)	(1.3	)%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties decreased $3.8 million due primarily to a decrease in real estate tax expense resulting from an increase in refunds received relating to previous tax years and a decrease in repairs and maintenance expense resulting from lower snow removal costs incurred due to the mild 2012 winter. Property expenses from acquired properties increased $0.6 million due to properties acquired subsequent to December 31, 2010. Property expenses from sold properties decreased $3.9 million due to properties sold subsequent to December 31, 2010. Property expenses from (re)developments and land increased by $0.5 million due to an increase in real estate tax expense related to developments being placed in service. Other expenses increased by $1.5 million due to an increase in incentive compensation expense.

General and administrative expense increased $4.5 million, or 21.7%, during the year ended December 31, 2012 compared to the year ended December 31, 2011 due primarily to the acceleration of expense recorded during 2012 related to restricted stock held by the Company’s CEO in connection with the terms of his employment agreement that was entered into in December 2012. The increase was also due to an increase in incentive compensation expense and an increase in franchise tax expense due to the reversal of a state franchise tax reserve relating to the 1996-2001 tax years during the year ended December 31, 2011.

We committed to a plan to reduce organizational and overhead costs in October 2008 and have subsequently modified that plan with the goal of further reducing these costs. For the year ended December 31, 2011, we incurred $1.6 million in restructuring charges to provide for costs associated with the termination of a certain office lease ($1.2 million) and other costs ($0.4 million) associated with implementing our restructuring plan.

Table of Contents

The impairment reversal included in continuing operations for the years ended December 31, 2012 and 2011 of $0.02 million and $8.3 million, respectively, is primarily comprised of a impairment reversal relating to certain industrial properties that no longer qualified for held for sale classification and land parcels that were either sold or no longer qualified for held for sale classification.

	2012			2011			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	102,515		$	104,058		$	(1,543	)	(1.5	)%
Acquired Properties	2,625			1,219			1,406			115.3	%
Sold Properties	1,199			3,295			(2,096		)	(63.6	)%
(Re) Developments and Land, Not Included Above	828			661			167			25.3	%
Corporate Furniture, Fixtures and Equipment	1,077			1,426			(349		)	(24.5	)%
	$	108,244		$	110,659		$	(2,415	)	(2.2	)%
Discontinued Operations	(7,561		)	(8,174		)	613			(7.5	)%
Total Depreciation and Other Amortization	$	100,683		$	102,485		$	(1,802	)	(1.8	)%

Depreciation and other amortization for same store properties decreased $1.5 million primarily due to the accelerated depreciation and amortization taken during the year ended December 31, 2011 attributable to certain tenants who terminated their lease early. Depreciation and other amortization from acquired properties increased $1.4 million due to properties acquired subsequent to December 31, 2010. Depreciation and other amortization from sold properties decreased $2.1 million due to properties sold subsequent to December 31, 2010. Depreciation and other amortization for (re)developments and land and other increased $0.2 million due to an increase in substantial completion of developments. Corporate furniture, fixtures and equipment depreciation expense decreased $0.3 million due to assets becoming fully depreciated.

Interest income decreased $1.1 million, or 26.3%, primarily due to a decrease in the weighted average interest rate for notes receivable for the year ended December 31, 2012 as compared to the year ended December 31, 2011.

Interest expense, inclusive of interest expense included in discontinued operations, decreased $17.4 million, or 18.3%, primarily due to a decrease in the weighted average debt balance outstanding for the year ended December 31, 2012 ($1,321.6 million) as compared to the year ended December 31, 2011 ($1,509.6 million), an increase in capitalized interest of $1.3 million for the year ended December 31, 2012 as compared to the year ended December 31, 2011 due to an increase in development activities and a decrease in the weighted average interest rate for the year ended December 31, 2012 (6.02%) as compared to the year ended December 31, 2011 (6.33%).

Amortization of deferred financing costs decreased $0.5 million, or 14.1%, due primarily to lower deferred financing costs due to the write-off of financing costs related to the repurchase and retirement of certain of our senior unsecured notes, the replacement of our previous credit facility with the Old Credit Facility in December 2011 and the early retirement of certain mortgage loans, partially offset by the costs associated with the origination of mortgage financings during 2012 and 2011.

We recorded $0.3 million in mark-to-market net loss, inclusive of $1.2 million in swap payments for the year ended December 31, 2012, as compared to $1.7 million in mark-to-market loss, inclusive of $0.6 million in swap payments, for the year ended December 31, 2011.

For the year ended December 31, 2012, we recognized a net loss from retirement of debt of $9.7 million due to the partial repurchase of a certain series of our senior unsecured notes and early payoff of certain mortgage loans. For the year ended December 31, 2011, we recognized a net loss from retirement of debt of $5.3 million due primarily to the early payoff of certain mortgage loans, the partial repurchase of certain series of our senior unsecured notes, the write-off of a portion of unamortized fees associated with the previous unsecured credit facility and a loss on a transfer of a property to a lender in satisfaction of a mortgage loan.

Foreign currency exchange loss of $0.3 million for the year ended December 31, 2011 relates to the substantial liquidation of operations in Canada.

Equity in income of other real estate partnerships decreased $4.1 million, or 34.8%, primarily due to an increase in depreciation and amortization related to depreciation taken for properties that were classified as held for sale in 2011 but no longer classified held for sale in 2012 and a decrease in gain on sale of real estate for the year ended December 31, 2012 as compared to the year ended December 31, 2011.

Table of Contents

Equity in income of joint ventures increased $0.6 million, or 59.1%, during the year ended December 31, 2012 as compared to the year ended December 31, 2011 primarily due to an increase in our pro rata share of gain on sale of real estate from the 2003 Net Lease Joint Venture.

For the years ended December 31, 2012 and 2011, gain on change in control of interests relates to the acquisition of the 85% equity interest in one property in each of those periods from the institutional investor in the 2003 Net Lease Joint Venture. For the years ended December 31, 2012 and 2011, we recognized $0.8 million gain and $0.7 million gain, respectively, which is the difference between our carrying value and fair value of our equity interest in each of the properties on the respective acquisition date.

Income tax provision (as allocated to continuing operations, discontinued operations and gain on sale of real estate, as applicable) increased $3.4 million, or 157.1%, during the year ended December 31, 2012 compared to the year ended December 31, 2011 due primarily to a one-time IRS audit adjustment on the 2009 liquidation of a former taxable REIT subsidiary, partially offset by a decrease in taxes related to the gain on sale of real estate in the new taxable REIT subsidiaries for the year ended December 31, 2012 as compared to the year ended December 31, 2011.

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the years ended December 31, 2012 and 2011.

	2012			2011
	($ in 000’s)
Total Revenues	$	20,552		$	30,777
Property Expenses	(8,490		)	(12,438		)
Impairment of Real Estate	(1,121		)	(6,214		)
Depreciation and Amortization	(7,561		)	(8,174		)
Interest Expense	—			(63		)
Gain on Sale of Real Estate	12,758			18,814
Provision for Income Taxes	—			(1,246		)
Income from Discontinued Operations	$	16,138		$	21,456

Income from discontinued operations for the year ended December 31, 2012 reflects the results of operations and gain on sale of real estate relating to 26 industrial properties that were sold during the year ended December 31, 2012 and the results of operations of 65 industrial properties that were sold during the year ended December 31, 2013. The impairment loss for the year ended December 31, 2012 of $1.1 million relates to impairment charges recorded due to carrying values of certain properties exceeding the estimated fair values based upon third party purchase contracts for properties held for sale during 2012.

Income from discontinued operations for the year ended December 31, 2011 reflects the results of operations and gain on sale of real estate relating to 34 industrial properties that were sold during the year ended December 31, 2011, the results of operations of 65 industrial properties that were sold during the year ended December 31, 2013 and the results of operations of 26 industrial properties that were sold during the year ended December 31, 2012. The impairment loss for the year ended December 31, 2011 of $6.2 million relates to impairment charges recorded due to carrying values of certain properties exceeding the estimated fair values based upon third party purchase contracts for properties held for sale during 2011.

The $3.8 million and $1.4 million gain on sale of real estate for the years ended December 31, 2012 and 2011, respectively, resulted from the sale of one land parcel in each respective year that did not meet the criteria for inclusion in discontinued operations.

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

At December 31, ~~2013~~2014, our cash and cash equivalents and restricted cash were approximately $68.54 million and $1.8 million, respectively. Restricted cash is primarily comprised of cash held in escrow in connection with gross proceeds from the sales of certain industrial properties. These sales proceeds will be disbursed as we exchange industrial properties under Section 1031 of the Code. We also had $~~452~~433.0 million available for additional borrowings under our Unsecured Credit Facility.

We have considered our short-term (through December 31, ~~2014~~2015) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. ~~Our~~We ~~2014~~have ~~Notes, in the aggregate principal amount of~~ $8123.~~8 million, are due June~~ 2, ~~2014. Also, we have $43.3~~ million in mortgage loans payable outstanding at December 31, ~~2013~~2014 that mature ~~prior to December 31, 2014~~ or we anticipate prepaying during ~~2014~~2015. Additionally, as discussed in Subsequent Events, during the first quarter of 2014 the Company is redeeming all outstanding Series F Flexible Cumulative Redeemable Preferred Stock and Series G Flexible Cumulative Redeemable Preferred Stock, for an aggregate payment of $75.0 million plus all accumulated and unpaid distributions. An equivalent number of Series F Preferred Units and Series G Preferred Units will also be redeemed on the respective redemption dates. We expect to satisfy these payment obligations prior to December 31, ~~2014~~2015 with borrowings under our Unsecured Credit Facility ~~and the $200~~.0 ~~million unsecured term loan that we entered into during January 2014 (see Subsequent Events).~~ With the exception of these payment obligations, we believe that our principal short-term liquidity needs are to fund normal recurring expenses, property acquisitions, developments, renovations, expansions and other nonrecurring capital improvements, debt service requirements, ~~preferred distributions,~~ the minimum distributions required to maintain the Company’s REIT qualification under the Code and distributions approved by the Company’s Board of Directors. We anticipate that these needs will be met with cash flows provided by operating activities as well as the disposition of select assets. These needs may also be met by the issuance of additional Units or long-term unsecured indebtedness, subject to market conditions and contractual restrictions or borrowings under our Unsecured Credit Facility.

We expect to meet long-term (after December 31, ~~2014~~2015) liquidity requirements such as property acquisitions, developments, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements through the disposition of select assets, long-term unsecured and secured indebtedness and the issuance of additional Units and preferred Units, subject to market conditions.

We also ~~financed~~finance the development and acquisition of additional properties through borrowings under our Unsecured Credit Facility and may finance the development or acquisition of additional properties through such borrowings, to the extent capacity is available~~, in the future~~. At December 31, ~~2013~~2014, borrowings under our Unsecured Credit Facility bore interest at a weighted average interest rate of 1.~~666~~662%. As of February 2724, ~~2014~~2015, we had approximately $~~604~~418.0 million available for additional borrowings under our Unsecured Credit Facility. Our Unsecured Credit Facility contains certain financial covenants including limitations on incurrence of debt and debt service coverage. Our access to borrowings may be limited if we fail to meet any of these covenants. We believe that we were in compliance with our financial covenants as of December 31, ~~2013~~2014, and we anticipate that we will be able to operate in compliance with our financial covenants in ~~2014~~2015.

Our senior unsecured notes have been assigned credit ratings from Standard & Poor’s, Moody’s and Fitch Ratings of BBB-/~~Ba2~~Baa3/~~BB+~~BBB-, respectively. In the event of a downgrade, we believe we would continue to have access to sufficient capital; however, our cost of borrowing would increase and our ability to access certain financial markets may be limited.

Year Ended December 31, ~~2013~~2014

Net cash provided by operating activities of approximately $~~114~~121.15 million for the year ended December 31, ~~2013~~2014, was comprised primarily of the non-cash adjustments of approximately $8891.0 million, a book overdraft of approximately $1.1 million, and net income of approximately $4151.42 million, offset by the net change in operating assets and liabilities of approximately $109.6 million, ~~and~~ payments of ~~premiums,~~ discounts and prepayment penalties associated with retirement of debt of approximately $410.86 million and equity in income of Joint Ventures in excess of distributions of approximately $1.6 million. The adjustments for the non-cash items of approximately $8891.10 million are primarily comprised of depreciation and amortization of approximately $~~115~~114.7 million, the loss from retirement of debt of approximately $60.45 million, ~~the impairment of real estate of approximately $2.7 million~~ and the provision for bad debt of approximately $01.73 million, offset by the gain on sale of real estate of approximately $3323.7 million and the effect of the straight-lining of rental income of approximately $31.78 million.

Net cash used in investing activities of approximately $5969.7 million for the year ended December 31, ~~2013~~2014, was comprised primarily of investments in and advances to the Other Real Estate Partnerships, the acquisition of ~~two~~certain land parcels and eight industrial properties ~~and~~comprising ~~several~~approximately ~~land~~1.1 ~~parcels~~million square feet of GLA, the development of real estate, capital expenditures related to the improvement of existing real estate, payments related to leasing activities and an increase in escrows, offset by the net proceeds from the sale of real estate, distributions from the Other Real Estate Partnerships in excess of equity in income, ~~and the~~ repayments on our notes receivable and net distributions from our Joint Ventures.

During the year ended December 31, 2014, we sold 25 industrial properties comprising approximately 1.8 million square feet of GLA and several land parcels. Proceeds from the sales of the 25 industrial properties and several land parcels, net of closing costs, were approximately $90.4 million. We are in various stages of discussions with third parties for the sale of additional properties and plan to continue to selectively market other properties for sale in 2015.

Table of Contents

~~During~~Net cash used in financing activities of approximately $49.9 million for the year ended December 31, ~~2013~~2014, wewas ~~acquired~~comprised ~~two~~primarily ~~industrial~~of ~~properties~~the ~~comprising~~redemption ~~approximately~~of ~~1.1 million~~our ~~square~~Series ~~feet~~F ofPreferred ~~GLA~~Units and ~~several~~Series ~~land~~G ~~parcels.~~Preferred ~~The~~Units, ~~purchase~~repayments ~~price~~on ofour ~~these~~senior ~~acquisitions~~unsecured ~~totaled~~notes ~~approximately~~and ~~$73.6 million~~mortgage loans payable, ~~including~~general ~~costs~~and ~~incurred~~limited inpartnership ~~conjunction~~Unit ~~with~~and preferred general partnership Unit distributions, payments of debt issuance costs and the ~~acquisition~~repurchase and retirement of restricted Units, offset by proceeds from the ~~industrial~~Unsecured ~~properties~~Term Loan (as defined hereafter), proceeds from the assumption of a mortgage loan payable from one of our Other Real Estate Partnerships and ~~land~~net ~~parcels~~proceeds from our Unsecured Credit Facility.

During the year ended December 31, ~~2013~~2014, we ~~sold~~entered 65into ~~industrial~~a ~~properties comprising approximately 2.8 million square feet of GLA and several land parcels. Proceeds from the sales of the 65 industrial properties and several land parcels~~seven-year, ~~net of closing costs, were approximately~~ $~~120~~200.70 million. Weunsecured ~~are~~term inloan ~~various stages of discussions with third parties for~~ (the ~~sale~~"Unsecured ofTerm ~~additional properties and plan to continue to selectively market other properties for sale in 2014~~Loan").

~~Net~~During ~~cash used in financing activities of approximately $52.1 million for~~ the year ended December 31, ~~2013~~2014, ~~was~~we ~~comprised~~paid ~~primarily~~off ofand ~~the~~retired ~~redemption~~prior ofto ~~our~~maturity ~~Series~~mortgage Jloans ~~Preferred~~in ~~Units~~the ~~and~~amount ~~Series~~of K$59.7 ~~Preferred~~million. ~~Units~~Additionally, ~~repayments~~we onpaid ~~our~~off ~~senior~~and ~~unsecured~~retired ~~notes~~our ~~and~~2014 ~~mortgage~~Notes, ~~loans~~at ~~payable~~maturity, ~~general~~in ~~and~~the ~~limited~~amount ~~partnership~~of ~~Unit~~$81.8 ~~and~~million. ~~preferred~~We ~~general~~may ~~partnership~~from ~~Unit~~time ~~distributions,~~to ~~payments~~time ofrepay ~~debt~~additional ~~and~~amounts ~~equity~~of ~~issuance~~our ~~costs,~~outstanding ~~the~~debt. ~~repurchase~~Any ~~and~~repayments ~~retirement~~would ofdepend ~~restricted~~upon ~~Units~~prevailing ~~and~~market ~~payments~~conditions, onour ~~the~~liquidity ~~interest~~requirements, ~~rate~~contractual ~~swap~~restrictions ~~agreement,~~and ~~offset~~other byfactors ~~net~~we ~~proceeds~~consider ~~from~~important. ~~the~~Future ~~issuance~~repayments ofmay ~~Units~~materially ~~and~~impact ~~net~~our ~~proceeds~~liquidity, ~~from~~taxable ~~our~~income ~~Unsecured~~and ~~Credit~~results ~~Facility.~~of operations.

During the year ended December 31, ~~2013~~2014, wethe ~~paid~~Company ~~off~~redeemed ~~and~~all ~~retired~~50,000 ~~prior~~Depositary toShares ~~maturity~~of ~~mortgage~~the ~~loans~~Company's inSeries ~~the~~F ~~amount~~Preferred ofStock for $6450.40 million and wepaid ~~repurchased~~a ~~$29.8~~pro-rated ~~million~~first ofquarter ~~our~~dividend ~~unsecured~~of ~~notes~~$11.3299 atper anDepositary ~~aggregate~~Share, ~~purchase~~totaling ~~price~~approximately of $330.56 million. WeAn ~~may~~equivalent ~~from~~number ~~time~~of toSeries ~~time~~F ~~repay~~Preferred ~~additional~~Units ~~amounts~~were ofredeemed ~~our~~during ~~outstanding~~the ~~debt~~year ended December 31, 2014 as well. ~~Any~~Additionally, ~~repayments~~during ~~would~~the ~~depend~~year ~~upon~~ended ~~prevailing~~December ~~market~~31, ~~conditions~~2014, ~~our~~the ~~liquidity~~Company ~~requirements~~redeemed all 25,000 ~~contractual~~Depositary ~~restrictions~~Shares ~~and~~of ~~other~~the ~~factors~~Company's weSeries ~~consider~~G ~~important~~Preferred Stock for $25.0 ~~Future~~million ~~repayments~~and ~~may~~paid ~~materially~~a ~~impact~~semi-annual ~~our~~dividend ~~liquidity~~of $36.18 per Depositary Share, ~~taxable~~totaling ~~income~~approximately ~~and~~$0.9 ~~results~~million. An equivalent number of ~~operations~~Series G Preferred Units were redeemed during the year ended December 31, 2014 as well.

During the year ended December 31, 2013, the Company redeemed the remaining 4,000,000 Depositary Shares of the Company's Series J Preferred Stock for $25.00 per Depositary Share, or $100.0 million in the aggregate, and paid a prorated second quarter dividend of $0.055382 per Depositary Share, totaling approximately $0.2 million. An equivalent number of Series J Preferred Units were redeemed during the year ended December 31, 2013 as well. Additionally, during the year ended December 31, 2013, the Company redeemed all of the 2,000,000 outstanding Depositary Shares of the Company's Series K Preferred Stock for $25.00 per Depositary Share, or $50.0 million in the aggregate, and paid a pro-rated third quarter dividend of $0.090625 per Depositary Share, totaling approximately $0.2 million. An equivalent number of Series K Preferred Units were redeemed during the year ended December 31, 2013 as well.

During the year ended December 31, 2013, the Company issued 8,400,000 shares of the Company's common stock through a public offering, resulting in proceeds, net of the underwriter's discount, of approximately $132.3 million. Additionally, during the year ended December 31, 2013, the Company issued 2,315,704 shares of the Company's common stock through 2012 ATM, resulting in net proceeds of approximately $41.7 million. These proceeds were contributed to us in exchange for an equivalent number of Units.

Contractual Obligations and Commitments

The following table lists our contractual obligations and commitments as of December 31, ~~2013~~2014:

			Payments Due by Period(In thousands)
	Total		Less Than1 Year		1-3 Years		3-5 Years		Over5 Years
Operating and Ground Leases(1)(2)	$	33,~~076~~914	$	1,~~824~~939	$	3,~~333~~886	$	21,~~802~~698	$	2526,~~117~~391
Real Estate Development Costs (1)(3)	$	23,900	23,900		—		—		—
Real Estate Development Costs(1)(3)	$	16,600	16,600		—		—		—
Long Term Debt	$	1,~~199~~268,~~996~~766	~~111~~10,~~518~~537		~~300~~602,~~988~~091		~~466~~193,~~734~~539		~~320~~462,~~756~~599
Interest Expense on Long Term Debt(1)(4)	$	~~266~~260,~~847~~398	5760,~~633~~135		9086,~~679~~861		5255,~~751~~513		6557,~~784~~889
Total	$	1,~~523~~579,~~819~~678	$	~~194~~89,~~875~~211	$	~~395~~692,~~000~~838	$	~~522~~250,~~287~~750	$	~~411~~546,~~657~~879

____________________


(1)	Not on balance sheet.

(2) Operating lease minimum rental payments have not been reduced by minimum sublease rentals of $65.84 million due in the future under non-cancelable subleases.


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

(4) ~~Does~~Includes ~~not~~interest ~~include~~expense on our Unsecured Term Loan, inclusive of the impact of $200.0 million of interest rate protection agreements which effectively swap the variable interest rate to a fixed interest rate. Excludes interest expense on our Unsecured Credit Facility.

Table of Contents

Off-Balance Sheet Arrangements

At December 31, ~~2013~~2014, we had aletters ~~letter~~ of credit and ~~several~~ performance bonds outstanding, amounting to $617.16 million in the aggregate. The ~~letter~~letters of credit and performance bonds are not reflected as liabilities on our balance sheet. We have no other off-balance sheet arrangements, as defined in Item 303 of Regulation S-K, other than those disclosed on the Contractual Obligations and Commitments table above, that have or are reasonably likely to have a current or future effect on our financial condition, results of operation or liquidity and capital resources.

Environmental

We paid approximately $0.5 million and $0.35 million in ~~2013~~2014 and ~~2012~~2013, respectively, related to environmental expenditures. We estimate ~~2014~~2015 expenditures of approximately $0.85 million. We estimate that the aggregate expenditures which need to be expended in ~~2014~~2015 and beyond with regard to currently identified environmental issues will not exceed approximately $21.38 million.

Table of Contents

Inflation

For the last several years, inflation has not had a significant impact on us because of the relatively low inflation rates in our markets of operation. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from inflation. In addition, many of the outstanding leases have lease terms of six years which may enable us to replace existing leases with new leases at higher base rentals if rents of existing leases are below the then-existing market rate.

Market Risk

The following discussion about our risk-management activities includes "forward-looking statements" that involve risk and uncertainties. Actual results could differ materially from those projected in the forward- looking statements. Our business subjects us to market risk from interest rates, ~~and~~as todescribed ~~a much lesser extent, foreign currency fluctuations~~below.

Interest Rate Risk

~~This~~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, ~~2013~~2014 that are sensitive to changes in ~~the~~ interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast.

In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include credit risk and legal risk and are not represented in the following analysis.

At December 31, ~~2013~~2014, $1,~~026~~083.16 million (85.64% of total debt at December 31, ~~2013~~2014) of our debt was fixed rate debt (includes $200.0 million of variable-rate debt that has been effectively swapped to a fixed rate through the use of interest rate protection agreements) and $~~173~~185.0 million (14.46% of total debt at December 31, ~~2013~~2014) of our debt was variable rate debt. At December 31, ~~2012~~2013, $1,~~130~~026.51 million (9285.06% of total debt at December 31, ~~2012~~2013) of our debt was fixed rate debt and $98173.0 million (814.04% of total debt at December 31, ~~2012~~2013) of our debt was variable rate debt. ~~Currently, we do not enter into financial instruments for trading or other speculative purposes.~~

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 76 to the Consolidated Financial Statements for a discussion of the maturity dates of our various fixed rate debt.

~~Based~~Our ~~upon the amount of~~ variable rate debt ~~outstanding~~is atsubject ~~December 31,~~to ~~2013~~risk ~~and~~based ~~2012,~~upon aprevailing ~~10%~~market ~~increase~~interest orrates. ~~decrease~~As inof ~~the~~December ~~interest~~31, ~~rate~~2014 onand ~~our~~2013, ~~variable~~we ~~rate~~had ~~debt~~approximately ~~would~~$185.0 ~~decrease~~million orand ~~increase~~$173.0 million, respectively, ~~future~~of ~~net~~variable ~~income~~rate ~~and~~debt ~~cash~~outstanding ~~flows~~indexed byto ~~approximately~~LIBOR ~~$0.3~~rates ~~million~~(excluding ~~and~~the $0200.20 million ~~per~~of ~~year,~~variable-rate ~~respectively.~~debt ~~The~~that ~~foregoing~~has ~~calculation~~been ~~assumes~~effectively answapped ~~instantaneous~~to ~~increase~~a orfixed ~~decrease~~rate inthrough the ~~rates~~use ~~applicable to the amount~~ of ~~borrowings~~interest ~~outstanding~~rate ~~under~~protection ~~our~~agreements ~~Unsecured~~during ~~Credit~~the ~~Facility~~year atended December 31, ~~2013~~2014). ~~Changes~~If inthe LIBOR ~~could~~rates ~~result~~relevant into aour ~~greater~~variable ~~than~~rate ~~10%~~debt ~~increase~~were to ~~such~~have ~~rates.~~increased ~~In addition~~10%, ~~the~~we ~~calculation~~estimate ~~does~~that ~~not~~our ~~account~~interest ~~for~~expense ~~other~~during ~~possible~~the ~~actions,~~years ~~such~~ended asDecember ~~prepayment~~31, ~~that~~2014 weand ~~might~~2013 ~~take~~would inhave ~~response~~increased toby ~~any~~approximately ~~rate increase~~$0.03 Amillion ~~10%~~and ~~increase~~$0.03 inmillion, ~~interest~~respectively, ~~rates~~based ~~would~~on ~~decrease~~our ~~the~~average ~~fair~~outstanding ~~value~~floating-rate ofdebt during the ~~fixed~~years ~~rate~~ended ~~debt at~~ December 31, ~~2013~~2014 and ~~2012~~2013. byAdditionally, ~~approximately~~if ~~$18.1~~weighted ~~million~~average tointerest ~~$1,050.2~~rates ~~million~~on ~~and~~our byfixed ~~approximately~~rate ~~$22.8~~debt ~~million~~were to ~~$1,194.1~~have ~~million,~~increased ~~respectively.~~by A 10% ~~decrease~~due into refinancing, interest ~~rates~~expense would ~~increase~~have ~~the~~increased ~~fair value of the fixed rate debt at December 31, 2013 and 2012~~ by approximately $186.7 million toand $~~1,087~~7.0 million ~~and~~during bythe ~~approximately~~years ~~$23.6~~ended ~~million~~December ~~to $1~~31,~~240.5~~ ~~million,~~2014 ~~respectively~~and 2013.

As of December 31, 2014 and 2013, the estimated fair value of our debt was approximately $1,335.8 million and $1,241.2 million, respectively, based on our estimate of the then-current market interest rates.

The use of derivative financial instruments allows us to manage risks of increases in interest rates with respect to the effect these fluctuations would have on our earnings and cash flows. As of December 31, 2014, we had interest rate protection agreements with a notional aggregate amount outstanding of $420.0 million, which mitigate our exposure to interest rates. $200.0 million of the interest rate protection agreements fix our interest rate on our Unsecured Term Loan and $220.0 million fix our interest rate to maintain our flexibility to pursue an offering of long-term unsecured debt in the future. Currently, we do not enter into financial instruments for trading or other speculative purposes.

Subsequent Events

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

Table of Contents

Foreign Currency Exchange Rate Risk

Owning industrial property outside of the United States exposes the Operating Partnership to the possibility of volatile movements in foreign exchange rates. Changes in foreign currencies can affect the operating results of international operations reported in U.S. dollars and the value of the foreign assets reported in U.S. dollars. The economic impact of foreign exchange rate movements is complex because such changes are often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. At December 31, 2013, we owned one land parcel for which the U.S. dollar was not the functional currency. The land parcel is located in Ontario, Canada and uses the Canadian dollar as its functional currency.

IRS Tax Refund

On August 24, 2009, we received a private letter ruling from the IRS granting favorable loss treatment under Sections 331 and 336 of the Code on the tax liquidation of one of our former taxable REIT subsidiaries. On November 6, 2009, legislation was signed that allowed businesses with net operating losses for 2008 or 2009 to carry back those losses for up to five years. As a result, we received a refund from the IRS of $40.4 million in the fourth quarter of 2009 (the "Refund") in connection with this tax liquidation. The IRS examination team, which is required by statute to review all refund claims in excess of $2.0 million on behalf of the Joint Committee on Taxation, indicated to us that it disagreed with certain of the property valuations we obtained from an independent valuation expert in support of our fair value of the liquidated taxable REIT subsidiary and our claim for the Refund. During the year ended December 31, 2012, we reached an agreement with the regional office of the IRS on a proposed adjustment to the Refund. The total agreed-upon adjustment to taxable income was $13.7 million, which equates to $4.8 million of taxes owed. We were also required to pay accrued interest of approximately $0.5 million. During the year ended December 31, 2012, the Operating Partnership recorded the charge for the agreed-upon adjustment and the related estimated accrued interest which was reflected as a component of income tax expense. During the year ended December 31, 2013, the settlement amount was approved by the Joint Committee on Taxation and we paid the agreed upon taxes and related accrued interest.

As a result of the Joint Committee on Taxation's approval, during 2013 we entered into closing agreements with the IRS that determined the timing of the settlement on the tax characterization of the limited partners of the Operating Partnership and the stockholders of the Company. Pursuant to these closing agreements, $8.2 million of the preferred stock distributions for the year ended December 31, 2012 are taxable as capital gain.

Subsequent Events

From January 1, 2014 to February 27, 2014, we acquired one industrial property for a purchase price of approximately $13.4 million, excluding costs incurred in conjunction with the acquisition and we sold one industrial property for approximately $1.3 million. Additionally, during January 2014 the 2003 Net Lease Joint Venture sold two industrial properties.

On January 29, 2014, we entered into a $200.0 million unsecured loan with a seven-year term. The loan features interest-only payments and initially bears an interest rate of LIBOR plus 175 basis points. The rate is subject to adjustment based on our leverage ratio or credit ratings. We also entered into interest rate swap agreements, with an aggregate notional value of $200.0 million, to convert the term loan's LIBOR rate to a fixed rate of approximately 4.04% per annum based on the loan's current spread.

On February 3, 2014, the Company announced that it will redeem all 50,000 Depositary Shares of its Series F Preferred Stock. The redemption price will be $1,000.00 per Depositary Share, or $50.0 million, plus all accumulated and unpaid distributions to and including the date of redemption, March 6, 2014. The Company also announced that it will redeem all 25,000 Depositary Shares of its Series G Preferred Stock. The redemption price will be $1,000.00 per Depositary Share, or $25.0 million plus all accumulated and unpaid distributions to and including the date of redemption, March 31, 2014. An equivalent number of Series F Preferred Units and Series G Preferred Units will also be redeemed on the respective redemption dates.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Response to this item is included in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above.

Table of Contents

Item 8. Financial Statements and Supplementary Data

See Index to Financial Statements and Financial Statement ~~Schedules~~Schedule included in Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2013~~2014. In making its assessment of internal control over financial reporting, management used the ~~criteria described in the~~ Internal Control-Integrated Framework (~~1992~~2013) ~~issued~~set forth by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management has concluded that, as of December 31, ~~2013~~2014, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, ~~2013~~2014 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein within Item 15. See Report of Independent Registered Public Accounting Firm.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the fourth quarter of ~~2013~~2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

3837

Table of Contents

PART III

Item 10, 11, 12, 13 and 14. Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions and Director Independence and Principal Accountant Fees and Services

The Operating Partnership has no directors or executive officers; instead it is managed by its sole general partner, the Company. The information with respect to the sole general partner of the Operating Partnership required by Item 10, Item 11, Item 12, Item 13 and Item 14 is hereby incorporated or furnished, solely to the extent required by such item, from the Company’s definitive proxy statement, which is expected to be filed with the SEC no later than 120 days after the end of the Company’s fiscal year. Information from the Company’s definitive proxy statement shall not be deemed to be “filed” or “soliciting material,” or subject to liability for purposes of Section 18 of the Securities Exchange Act of 1934 to the maximum extent permitted under the Exchange Act.

3938

Table of Contents

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Financial Statements, Financial Statement ~~Schedules~~Schedule and Exhibits ~~(1 & 2) See Index to Financial Statements and Financial Statement Schedules.~~

(1 & 2) See Index to Financial Statements and Financial Statement Schedule.

(3) Exhibits:

ExhibitNo.		Description
3.1		Twelfth Amended and Restated Partnership Agreement of First Industrial, L.P. dated February 27, 2012 and effective March 17, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K ~~of the Company~~ for the year ended December 31, 2011, File No. 1-13102)
4.1		Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102)
4.2		Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102)
4.3		Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-Term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of the Operating Partnership, dated November 3, 1997, as filed November 3, 1997, File No. 333-21873)
4.4		7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102)
4.5		Supplemental Indenture No. 5, dated as of July 14, 1998, between First Industrial, L.P. and U.S. Bank Trust National Association, relating to First Industrial, L.P.’s 7.60% Notes due July 15, 2028 (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership dated July 15, 1998, File No. 333-21873)
4.6		Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and U.S. Bank National Association, relating to First Industrial, L.P.’s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Operating Partnership’s Form 8-K, dated April 4, 2002, File No. 333-21873)
4.7		Form of 6.875% Notes due in 2012 in the principal amount of $200 million issued by First Industrial, L.P. and 7.75% Notes due in 2032 in the principal amount of $50 million issued by First Industrial L.P. (incorporated by reference to Exhibit 4.2 of the Operating Partnership’s Form 8-K dated April 4, 2002, File No. 333-21873)
4.8		Form of 7.75% Notes due 2032 in the principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Operating Partnership’s Form 8-K, dated April 4, 2002, File No. 333-21873)
4.9		Supplemental Indenture No. 810, dated as of ~~May~~January 1710, 2006, relating to 65.4275% Senior Notes due ~~June 1~~2016, ~~2014,~~ by and between ~~First~~the ~~Industrial,~~Operating ~~L.P.~~Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the ~~Operating Partnership~~Company, ~~dated~~filed ~~May~~January 2711, ~~2004~~2006, File No. ~~333~~1-~~21873~~13102)
4.10		Supplemental Indenture No. 10, dated as of January 10, 2006, relating to 5.75% Senior Notes due 2016, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed January 11, 2006, File No. 1-13102)

4039

Table of Contents

ExhibitNo.		Description
4.11		Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between First Industrial, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102)
4.10		Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between First Industrial, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102)
10.1		Sales Agreement by and among the Company, First Industrial, L.P. and Cantor Fitzgerald & Co. dated September 16, 2004 (incorporated by reference to Exhibit 1.1 of the Form 8-K of the Operating Partnership, dated September 16, 2004, File No. 333-21873)
10.2		Amended and Restated Unsecured Revolving Credit Agreement dated as of July 19, 2013 among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 22, 2013, File No. 1-13102)
10.3		~~Distribution~~Unsecured Term Loan Agreement ~~among~~dated ~~the~~as ~~Company~~of January 29, 2014 among First Industrial, L.P., ~~and~~First Industrial Realty Trust, Inc., Wells Fargo ~~Securities~~Bank, ~~LLC~~N.A. ~~dated~~and ~~March~~the 1,other ~~2012~~lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed ~~March~~January 229, ~~2012~~2014, File No. 1-13102)
10.4		~~Unsecured~~Distribution ~~Term Loan~~ Agreement ~~dated~~among asthe ~~of January 29~~Company, ~~2014 among~~ First Industrial, L.P., ~~First~~and ~~Industrial Realty Trust, Inc.,~~ Wells Fargo ~~Bank~~Securities, ~~N.A.~~LLC ~~and~~dated ~~the~~March ~~other~~13, ~~lenders~~2014 ~~thereunder~~ (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed ~~January~~on 29March 13, 2014, File No. 1-13102)
21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014, File No. 1-13102)
23*		Consent of PricewaterhouseCoopers LLP
31.1*		Certification of the Principal Executive Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*		Certification of the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32**		Certification of the Principal Executive Officer and the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant's sole general partner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1*		The following financial statements from First Industrial, L.P.’s Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014, formatted in XBRL: (i) Consolidated Balance Sheets (audited), (ii) Consolidated Statements of Operations (audited), (iii) Consolidated Statements of Comprehensive Income (audited), (iv) Consolidated Statement of Changes in ~~Stockholders’~~Partners' ~~Equity~~Capital (audited), (v) Consolidated Statements of Cash Flows (audited) and (vi) Notes to Consolidated Financial Statements (audited).

_______________________


*	Filed herewith.


**	Furnished herewith.

4140

Table of Contents

EXHIBIT INDEX

ExhibitNo.		Description
3.1		Twelfth Amended and Restated Partnership Agreement of First Industrial, L.P. dated February 27, 2012 and effective March 17, 2012 (incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K ~~of the Company~~ for the year ended December 31, 2011, File No. 1-13102)
4.1		Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102)
4.2		Supplemental Indenture No. 1, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association as Trustee relating to $100 million of 7.15% Notes due 2027 (incorporated by reference to Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No. 1-13102)
4.3		Supplemental Indenture No. 3 dated October 28, 1997 between First Industrial, L.P. and First Trust National Association providing for the issuance of Medium-Term Notes due Nine Months or more from Date of Issue (incorporated by reference to Exhibit 4.1 of Form 8-K of the Operating Partnership, dated November 3, 1997, as filed November 3, 1997, File No. 333-21873)
4.4		7.50% Medium-Term Note due 2017 in principal amount of $100 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102)
4.5		Supplemental Indenture No. 5, dated as of July 14, 1998, between First Industrial, L.P. and U.S. Bank Trust National Association, relating to First Industrial, L.P.’s 7.60% Notes due July 15, 2028 (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership dated July 15, 1998, File No. 333-21873)
4.6		Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and U.S. Bank National Association, relating to First Industrial, L.P.’s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Operating Partnership’s Form 8-K, dated April 4, 2002, File No. 333-21873)
4.7		Form of 6.875% Notes due in 2012 in the principal amount of $200 million issued by First Industrial, L.P. and 7.75% Notes due in 2032 in the principal amount of $50 million issued by First Industrial L.P. (incorporated by reference to Exhibit 4.2 of the Operating Partnership’s Form 8-K dated April 4, 2002, File No. 333-21873)
4.80		Form of 7.75% Notes due 2032 in the principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Operating Partnership’s Form 8-K, dated April 4, 2002, File No. 333-21873)
4.8		Form of 7.75% Notes due 2032 in the principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Operating Partnership’s Form 8-K, dated April 4, 2002, File No. 333-21873)
4.9		Supplemental Indenture No. 810, dated as of ~~May~~January 1710, 2006, relating to 65.4275% Senior Notes due ~~June 1~~2016, ~~2014,~~ by and between ~~First~~the ~~Industrial,~~Operating ~~L.P.~~Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the ~~Operating Partnership~~Company, ~~dated~~filed ~~May~~January 2711, ~~2004~~2006, File No. ~~333~~1-~~21873~~13102)
4.10		Supplemental Indenture No. 1011, dated as of ~~January~~May 107, ~~2006~~2007, relating to 5.7595% Senior Notes due ~~2016~~2017, by and between ~~the~~First ~~Operating~~Industrial, ~~Partnership~~L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed ~~January~~May 115, ~~2006~~2007, File No. 1-13102)
4.11		Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between First Industrial, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102)
10.1		Sales Agreement by and among the Company, First Industrial, L.P. and Cantor Fitzgerald & Co. dated September 16, 2004 (incorporated by reference to Exhibit 1.1 of the Form 8-K of the Operating Partnership, dated September 16, 2004, File No. 333-21873)

4241

Table of Contents

ExhibitNo.		Description
10.2		Amended and Restated Unsecured Revolving Credit Agreement dated as of July 19, 2013 among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed July 22, 2013, File No. 1-13102)
10.3		~~Distribution~~Unsecured Term Loan Agreement ~~among~~dated ~~the~~as ~~Company~~of January 29, 2014 among First Industrial, L.P., ~~and~~First Industrial Realty Trust, Inc., Wells Fargo ~~Securities~~Bank, ~~LLC~~N.A. ~~dated~~and ~~March~~the 1,other ~~2012~~lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed ~~March~~January 229, ~~2012~~2014, File No. 1-13102)
10.4		~~Unsecured~~Distribution ~~Term Loan~~ Agreement ~~dated~~among asthe ~~of January 29~~Company, ~~2014 among~~ First Industrial, L.P., ~~First~~and ~~Industrial Realty Trust, Inc.,~~ Wells Fargo ~~Bank~~Securities, ~~N.A.~~LLC ~~and~~dated ~~the~~March ~~other~~13, ~~lenders~~2014 ~~thereunder~~ (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed ~~January~~on 29March 13, 2014, File No. 1-13102)
21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014, File No. 1-13102)
23*		Consent of PricewaterhouseCoopers LLP
31.1*		Certification of the Principal Executive Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*		Certification of the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32**		Certification of the Principal Executive Officer and the Principal Financial Officer of First Industrial Realty Trust, Inc., registrant's sole general partner, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1*		The following financial statements from First Industrial, L.P.’s Annual Report on Form 10-K for the year ended December 31, ~~2013~~2014, formatted in XBRL: (i) Consolidated Balance Sheets (audited), (ii) Consolidated Statements of Operations (audited), (iii) Consolidated Statements of Comprehensive Income (audited), (iv) Consolidated Statement of Changes in ~~Stockholders’~~Partners' ~~Equity~~Capital (audited), (v) Consolidated Statements of Cash Flows (audited) and (vi) Notes to Consolidated Financial Statements (audited).

_______________________


*	Filed herewith.


**	Furnished herewith.

4342

Table of Contents

FIRST INDUSTRIAL, L.P.

INDEX TO FINANCIAL STATEMENTS

	Page
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm	4544
Consolidated Balance Sheets as of December 31, 2013 and 2012	46
Consolidated Balance Sheets as of December 31, 2014 and 2013	45
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011	47
Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012	46
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2012 and 2011	48
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2014, 2013 and 2012	47
Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, 2013, 2012 and 2011	49
Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, 2014, 2013 and 2012	48
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011	50
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012	49
Notes to the Consolidated Financial Statements	5150

FIRST INDUSTRIAL PENNSYLVANIA, L.P.

INDEX TO FINANCIAL STATEMENTS

	Page
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm	8177
Consolidated Balance Sheets as of December 31, 2013 and 2012	82
Consolidated Balance Sheets as of December 31, 2014 and 2013	78
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011	83
Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012	79
Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, 2013, 2012 and 2011	84
Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, 2014, 2013 and 2012	80
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011	85
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012	81
Notes to the Consolidated Financial Statements	8682

COMBINED PARTNERSHIPS

INDEX TO FINANCIAL STATEMENTS

	Page
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm	9389
Consolidated Balance Sheets as of December 31, 2013 and 2012	94
Consolidated Balance Sheets as of December 31, 2014 and 2013	90
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 2011	95
Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012	91
Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, 2013, 2012 and 2011	96
Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, 2014, 2013 and 2012	92
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 2011	97
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012	93
Notes to the Consolidated Financial Statements	9894

FIRST INDUSTRIAL, L.P.

INDEX TO FINANCIAL STATEMENT ~~SCHEDULES~~SCHEDULE

	Page
FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULE
Schedule III: Real Estate and Accumulated Depreciation	S-1
Schedule IV: Mortgage Loans on Real Estate	S-22

4443

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Partners of

First Industrial, L.P.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive income, of changes in partners' capital and of cash flows present fairly, in all material respects, the financial position of First Industrial, L.P. and its subsidiaries (the “Consolidated Operating Partnership”) at December 31, ~~2013~~2014 and ~~2012~~2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2013~~2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement ~~schedules~~schedule listed in the index appearing under Item 15(a)(2) ~~present~~presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Consolidated Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2013~~2014, based on criteria established in Internal Control— - Integrated Framework (~~1992~~2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Consolidated Operating Partnership’s management is responsible for these financial statements and financial statement ~~schedules~~schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement ~~schedules~~schedule, and on the Consolidated Operating Partnership’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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

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

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

February 2724, ~~2014~~2015

4544

Table of Contents

FIRST INDUSTRIAL, L.P.

CONSOLIDATED BALANCE SHEETS

	December 31, 2013			December 31, 2012
	December 31, 2014			December 31, 2013
	(In thousands except Unit data)
ASSETS
Assets:
Investment in Real Estate:
Land	$	~~610~~617,~~802~~426		$	~~598~~610,~~404~~802
Buildings and Improvements	2,~~113~~164,~~689~~537			2,~~146~~113,~~375~~689
Construction in Progress	2322,~~688~~159			1923,~~228~~688
Less: Accumulated Depreciation	(~~652~~686,~~971~~451		)	(~~639~~652,~~481~~971		)
Net Investment in Real Estate	2,~~095~~117,~~208~~671			2,~~124~~095,~~526~~208
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $0 and $3,050	—			6,765
Investments in and Advances to Other Real Estate Partnerships	213,041			196,323
Investments in and Advances to Other Real Estate Partnerships	196,323			178,104
Cash and Cash Equivalents	8,429			6,518
Cash and Cash Equivalents	6,518			4,357
Restricted Cash	1,829			—
Tenant Accounts Receivable, Net	46,~~746~~363			34,~~867~~746
Investments in Joint Ventures	907			1,012
Investments in Joint Venture	71			907
Deferred Rent Receivable, Net	4950,~~173~~064			4749,~~930~~173
Deferred Financing Costs, Net	109,~~570~~888			10,~~948~~570
Deferred Leasing Intangibles, Net	2630,~~581~~704			2926,~~374~~581
Prepaid Expenses and Other Assets, Net	~~108~~76,~~753~~186			96108,~~999~~753
Total Assets	$	2,~~498~~514,~~779~~246		$	2,~~503~~498,~~882~~779
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Indebtedness:
Mortgage Loans Payable, Net	$	~~580~~518,~~215~~754		$	~~656~~580,~~329~~215
Senior Unsecured Notes, Net	~~445~~364,~~916~~861			~~474~~445,~~150~~916
Unsecured Credit Facility	173,000			98,000
Unsecured Term Loan	200,000			—
Accounts Payable, Accrued Expenses and Other Liabilities	70,139			78,876
Unsecured Credit Facility	185,000			173,000
Deferred Leasing Intangibles, Net	11,879			13,597
Accounts Payable, Accrued Expenses and Other Liabilities	89,209			70,139
Rents Received in Advance and Security Deposits	26,619			27,327
Deferred Leasing Intangibles, Net	11,097			11,879
Distributions Payable	10,289			452
Rents Received in Advance and Security Deposits	32,866			26,619
Total Liabilities	1,318,057			1,348,731
Distributions Payable	11,949			10,289
Total Liabilities	1,413,736			1,318,057
Commitments and Contingencies	—			—
Partners’ Capital:
General Partner Preferred Units	73,587			217,971
General Partner Preferred Units (See Note 7)	—			73,587
General Partner Units (109,980,850 and 98,767,913 units outstanding)	1,027,664			859,727
General Partner Units (110,600,866 and 109,980,850 units outstanding)	1,034,129			1,027,664
Limited Partners Units (4,597,313 and 4,702,341 units outstanding)	82,833			84,282
Limited Partners Units (4,374,637 and 4,597,313 units outstanding)	80,757			82,833
Accumulated Other Comprehensive Loss	(314,~~362~~376		)	(63,~~829~~362		)
Total Partners’ Capital	1,~~180~~100,~~722~~510			1,~~155~~180,~~151~~722
Total Liabilities and Partners’ Capital	$	2,~~498~~514,~~779~~246		$	2,~~503~~498,~~882~~779

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

4645

Table of Contents

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
	(In thousands except per unit data)
Revenues:
Rental Income	$	~~222~~226,~~102~~705		$	214,~~595~~781		$	~~203~~206,~~602~~835
Tenant Recoveries and Other Income	6675,~~834~~900			6064,~~848~~946			6059,~~224~~320
Total Revenues	~~288~~302,~~936~~605			~~275~~279,~~443~~727			~~263~~266,~~826~~155
Expenses:
Property Expenses	95101,~~104~~533			8891,~~605~~692			8985,~~772~~530
General and Administrative	23,~~106~~166			2422,~~959~~775			2024,~~508~~919
Restructuring Costs	—			—			1,553
Acquisition Costs	960			331			40
Impairment of Real Estate	~~1,047~~—			~~(20~~—		)	(~~8,293~~20		)
Depreciation and Other Amortization	9899,~~824~~949			~~100~~95,~~683~~060			~~102~~97,~~485~~318
Total Expenses	~~218~~225,~~081~~608			~~214~~209,~~227~~858			~~206~~207,~~025~~787
Other Income (Expense):
Interest Income	2,~~438~~189			2,~~940~~438			32,~~990~~940
Interest Expense	(6867,~~857~~509		)	(7768,~~794~~857		)	(9577,~~103~~794		)
Amortization of Deferred Financing Costs	(32,~~038~~940		)	(3,~~252~~038		)	(3,~~785~~252		)
Mark-to-Market Gain (Loss) on Interest Rate Protection Agreements	52—			~~(328~~52		)	(~~1,718~~328		)
Loss from Retirement of Debt	(~~6,423~~522		)	(96,~~684~~423		)	(59,~~299~~684		)
Foreign Currency Exchange Loss	—			—			(332		)
Total Other Income (Expense)	(68,782		)	(75,828		)	(88,118		)
Total Other Income (Expense)	(75,828		)	(88,118		)	(102,247		)
Income (Loss) from Continuing Operations Before Equity in Income of Other Real Estate Partnerships, Equity in Income of Joint Ventures, Gain on Change in Control of Interests and Income Tax (Provision) Benefit	8,215			(5,959		)	(29,750		)
Loss from Continuing Operations Before Equity in Income of Other Real Estate Partnerships, Equity in Income of Joint Ventures, Gain on Change in Control of Interests and Income Tax Benefit (Provision)	(4,973		)	(26,902		)	(44,446		)
Equity in Income of Other Real Estate Partnerships	14,211			11,603			7,756
Equity in Income of Other Real Estate Partnerships	11,603			7,756			11,891
Equity in Income of Joint Ventures	3,499			136			1,559
Equity in Income of Joint Ventures	136			1,559			980
Gain on Change in Control of Interests	—			—			776
Gain on Change in Control of Interests	—			776			689
Income Tax (Provision) Benefit	(238		)	213			(5,522		)
Income Tax Benefit (Provision)	213			(5,522		)	(450		)
Income (Loss) from Continuing Operations	25,687			5,993			(25,181		)
Income (Loss) from Continuing Operations	6,979			(22,333		)	(31,336		)
Discontinued Operations:
Income Attributable to Discontinued Operations	~~977~~1,785			31,~~380~~963			36,~~888~~228
Gain on Sale of Real Estate	3223,~~657~~796			1232,~~758~~657			1812,~~814~~758
Provision for Income Taxes Allocable to Discontinued Operations	—			—			(1,246		)
Income from Discontinued Operations	25,581			34,620			18,986
Income from Discontinued Operations	33,634			16,138			21,456
Income (Loss) Before (Loss) Gain on Sale of Real Estate	51,268			40,613			(6,195		)
Income (Loss) Before Gain on Sale of Real Estate	40,613			(6,195		)	(9,880		)
(Loss) Gain on Sale of Real Estate	(83		)	1,030			3,777
Gain on Sale of Real Estate	1,030			3,777			1,370
Provision for Income Taxes Allocable to Gain on Sale of Real Estate	—			(210		)	—
Provision for Income Taxes Allocable to Gain on Sale of Real Estate	(210		)	—			(452		)
Net Income (Loss)	51,185			41,433			(2,418		)
Net Income (Loss)	41,433			(2,418		)	(8,962		)
Less: Preferred Unit Distributions	(1,019		)	(8,733		)	(18,947		)
Less: Preferred Unit Distributions	(8,733		)	(18,947		)	(19,565		)
Less: Redemption of Preferred Units	(1,462		)	(5,667		)	(1,804		)
Less: Redemption of Preferred Units	(5,667		)	(1,804		)	—
Net Income (Loss) Available to Unitholders and Participating Securities	$	48,704		$	27,033		$	(23,169	)
Net Income (Loss) Available to Unitholders and Participating Securities	$	27,033		$	(23,169	)	$	(28,527	)
Basic and Diluted Earnings Per Unit:
Loss from Continuing Operations Available to Unitholders	$	(0.06	)	$	(0.41	)	$	(0.58	)
Income (Loss) from Continuing Operations Available to Unitholders	$	0.20		$	(0.07	)	$	(0.44	)
Income from Discontinued Operations Attributable to Unitholders	$	0.3022		$	0.1731		$	0.2520
Net Income (Loss) Available to Unitholders	$	0.2442		$	(0.24	)	$	(0.3324	)
Distributions Per Unit	$	0.3441		$	—0.34		$	—0.00
Weighted Average Units Outstanding	111,646			96,509			85,913
Weighted Average Units Outstanding - Basic	114,388			111,646			96,509
Weighted Average Units Outstanding - Diluted	114,791			111,646			96,509
Net Income (Loss) Available to Unitholders Attributable to:
General Partner	$	2546,~~912~~809		$	~~(21~~25,~~968~~912	)	$	(2621,~~782~~968	)
Limited Partners	1,~~121~~895			(1,~~201~~121		)	(1,~~745~~201		)
Net Income (Loss) Available to Unitholders and Participating Securities	$	2748,~~033~~704		$	~~(23~~27,~~169~~033	)	$	(2823,~~527~~169	)

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

4746

Table of Contents

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
	(In thousands)
Net Income (Loss)	$	4151,~~433~~185		$	(241,~~418~~433	)	$	(82,~~962~~418	)
Amortization of Interest Rate Protection Agreements	2,411			2,271			2,166
Mark-to-Market Loss on Interest Rate Protection Agreements	(12,279		)	—			—
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements	1,116			3,247			3,250
Amortization of Interest Rate Protection Agreements	1,358			2,411			2,271
Reclassification of Foreign Exchange Loss on Substantial Liquidation of Foreign Entities, Net of Income Tax Benefit	—			—			179
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements	—			1,116			3,247
Foreign Currency Translation Adjustment, Net of Income Tax Benefit	(60		)	32			(1,470		)
Foreign Currency Translation Adjustment	(93		)	(60		)	32
Comprehensive Income (Loss)	$	44,900		$	3,132		$	(4,837	)
Comprehensive Income	$	40,171		$	44,900		$	3,132

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

4847

Table of Contents

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

	GeneralPartnerPreferredUnits			GeneralPartnerUnits			LimitedPartnerUnits			AccumulatedOtherComprehensiveLoss			Total
	(In thousands)
Balance as of December 31, 2010	$	266,211		$	558,496		$	93,100		$	(16,504	)	$	901,303
Balance as of December 31, 2011	$	266,211		$	737,914		$	90,246		$	(12,379	)	$	1,081,992
Issuance of General Partner Units, Net of Issuance Costs	—			202,332			—			—			202,332
Stock Based Compensation Activity	—			2,759			—			—			2,759
Conversion of Limited Partner Units to General Partner Units	—			1,109			(1,109		)	—			—
Preferred Unit Distributions	(19,565		)	—			—			—			(19,565		)
Net Income (Loss)	19,565			(26,782		)	(1,745		)	—			(8,962		)
Other Comprehensive Income	—			—			—			4,125			4,125
Balance as of December 31, 2011	$	266,211		$	737,914		$	90,246		$	(12,379	)	1,081,992
Issuance of General Partner Units, Net of Issuance Costs	—			134,436			—			—			134,436
Redemption of Preferred Units	(48,240		)	—			—			—			(48,240		)
Stock Based Compensation Activity	—			4,582			—			—			4,582
Conversion of Limited Partner Units to General Partner Units	—			4,763			(4,763		)	—			—
Preferred Unit Distributions	(20,751		)	—			—			—			(20,751		)
Net Income (Loss)	20,751			(21,968		)	(1,201		)	—			(2,418		)
Other Comprehensive Income	—			—			—			5,550			5,550
Balance as of December 31, 2012	$	217,971		$	859,727		$	84,282		$	(6,829	)	~~1,155,151~~$	1,155,151
Issuance of General Partner Units, Net of Issuance Costs	—			173,785			—			—			173,785
Redemption of Preferred Units	(144,384		)	—			—			—			(144,384		)
Stock Based Compensation Activity	—			4,532			—			—			4,532
Conversion of Limited Partner Units to General Partner Units	—			996			(996		)	—			—
Common Unit Distributions	—			(37,288		)	(1,574		)	—			(38,862		)
Preferred Unit Distributions	(14,400		)	—			—			—			(14,400		)
Net Income	14,400			25,912			1,121			—			41,433
Other Comprehensive Income	—			—			—			3,467			3,467
Balance as of December 31, 2013	$	73,587		$	1,027,664		$	82,833		$	(3,362	)	~~1,180,722~~$	1,180,722
Redemption of Preferred Units	(73,587		)	—			—			—			(73,587		)
Stock Based Compensation Activity	—			2,948			—			—			2,948
Conversion of Limited Partner Units to General Partner Units	—			2,155			(2,155		)	—			—
Common Unit Distributions	—			(45,447		)	(1,816		)	—			(47,263		)
Preferred Unit Distributions	(2,481		)	—			—			—			(2,481		)
Net Income	2,481			46,809			1,895			—			51,185
Other Comprehensive Loss	—			—			—			(11,014		)	(11,014		)
Balance as of December 31, 2014	$	—		$	1,034,129		$	80,757		$	(14,376	)	$	1,100,510

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

4948

Table of Contents

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	4151,~~433~~185		$	(241,~~418~~433	)	$	(82,~~962~~418	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
Depreciation	83,~~835~~116			8883,~~123~~835			8588,~~849~~123
Amortization of Deferred Financing Costs	32,~~038~~940			3,~~252~~038			3,~~785~~252
Other Amortization	28,~~787~~527			3228,~~763~~787			3332,~~218~~763
Impairment of Real Estate	~~2,652~~—			12,~~101~~652			(21,~~079~~101		)
Provision for Bad Debt	~~729~~1,325			~~463~~729			~~1,146~~463
Equity in Income of Joint Ventures	(~~136~~3,499		)	(~~1,559~~136		)	(~~980~~1,559		)
Distributions from Joint Ventures	~~177~~1,881			~~1,580~~177			1,~~033~~580
Gain on Sale of Real Estate	(3323,~~687~~713		)	(1633,~~535~~687		)	(2016,~~184~~535		)
Gain on Change in Control of Interests	—			~~(776~~—		)	(~~689~~776		)
Loss from Retirement of Debt	~~6,423~~522			96,~~684~~423			59,~~299~~684
Mark-to-Market (Gain) Loss on Interest Rate Protection Agreements	~~(52~~—		)	~~328~~(52		)	~~1,718~~328
Equity in Income of Other Real Estate Partnerships	(1114,~~603~~211		)	(711,~~756~~603		)	(117,~~891~~756		)
Distributions from Investment in Other Real Estate Partnerships	1114,~~603~~211			711,~~756~~603			117,~~891~~756
(Increase) Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(319,~~277~~950		)	5(3,~~576~~277		)	(35,~~154~~576		)
Increase in Deferred Rent Receivable	(31,~~694~~802		)	(3,~~374~~694		)	(73,~~275~~374		)
(Decrease) Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	(7,355		)	4,993			(12,201		)
Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	10,345			(7,355		)	4,993
Decrease in Restricted Cash	—			—			105
Payments of Premiums, Discounts and Prepayment Penalties Associated with Retirement of Debt	(10,553		)	(4,821		)	(7,065		)
Payments of Premiums, Discounts and Prepayment Penalties Associated with Retirement of Debt	(4,821		)	(7,065		)	(6,454		)
Cash Book Overdraft	1,136			—			1,715
Cash Book Overdraft	—			1,715			—
Net Cash Provided by Operating Activities	121,460			114,052			117,851
Net Cash Provided by Operating Activities	114,052			117,851			70,175
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(7386,~~642~~197		)	(4873,~~621~~642		)	(548,~~277~~621		)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(88108,~~789~~017		)	(7488,~~511~~789		)	(7774,~~619~~511		)
Net Proceeds from Sales of Investments in Real Estate	~~120~~90,~~674~~388			80120,~~362~~674			7180,~~083~~362
Investments in and Advances to Other Real Estate Partnerships	(5034,~~946~~585		)	(3050,~~006~~946		)	(~~125~~30,~~089~~006		)
Distributions from Other Real Estate Partnerships in Excess of Equity in Income	3217,~~727~~867			3832,~~354~~727			~~191~~38,~~178~~354
Contributions to and Investments in Joint Ventures	(3831		)	(~~190~~38		)	(~~155~~190		)
Distributions from Joint Ventures	~~104~~2,475			90104			~~650~~90
Repayments of Notes Receivable	~~615~~49,761			~~14,365~~615			1014,~~393~~365
Increase in Escrows	(~~409~~1,319		)	(~~273~~409		)	(97273		)
Net Cash (Used in) Provided by Investing Activities	(59,704		)	(20,430		)	65,067
Net Cash Used in Investing Activities	(69,658		)	(59,704		)	(20,430		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt and Equity Issuance Costs	(3,575		)	(1,512		)	(6,502		)
Debt and Equity Issuance and Redemption Costs	(2,570		)	(3,575		)	(1,512		)
Unit Contributions	~~174,081~~—			~~134~~174,~~905~~081			~~202~~134,~~845~~905
Repurchase and Retirement of Restricted Units	(24,~~968~~667		)	(2,~~690~~968		)	(12,~~001~~690		)
Common Unit Distributions	(29,025		)	—			—
Common Unit Distributions Paid	(45,151		)	(29,025		)	—
Preferred Unit Distributions Paid	(81,~~733~~471		)	(238,~~258~~733		)	(1523,~~254~~258		)
Redemption of Preferred Units	(~~150~~75,000		)	(50150,000		)	—(50,000		)
Payments on Interest Rate Swap Agreement	(1,079		)	(1,144		)	(489		)
Payments on Interest Rate Protection Agreements	—			(1,079		)	(1,144		)
Proceeds from Origination of Mortgage Loans Payable	—8,872			~~97,561~~—			~~199~~97,~~884~~561
Repayments on Mortgage and Other Loans Payable	(76,068		)	(37,402		)	(67,164		)
Repayments on Mortgage Loans Payable	(70,308		)	(76,068		)	(37,402		)
Repayments of Senior Unsecured Notes	(2971,~~769~~578		)	(~~166~~29,~~153~~769		)	(~~234~~166,~~307~~153		)
Proceeds from Unsecured Credit Facility	373,000			339,000			390,500
Proceeds from Unsecured Term Loan	200,000			—			—
Repayments on Unsecured Credit Facility	(298,000		)	(390,000		)	(618,553		)
Proceeds from Unsecured Credit Facility	356,000			373,000			339,000
Net Cash Used in Financing Activities	(52,136		)	(100,693		)	(150,041		)
Repayments on Unsecured Credit Facility	(344,000		)	(298,000		)	(390,000		)
Net Effect of Exchange Rate Changes on Cash and Cash Equivalents	(51		)	5			(61		)
Net Cash Used in Financing Activities	(49,873		)	(52,136		)	(100,693		)
Net Increase (Decrease) in Cash and Cash Equivalents	2,212			(3,272		)	(14,799		)
Net Effect of Exchange Rate Changes on Cash and Cash Equivalents	(18		)	(51		)	5
Cash and Cash Equivalents, Beginning of Year	4,357			7,624			22,484
Net Increase (Decrease) in Cash and Cash Equivalents	1,929			2,212			(3,272		)
Cash and Cash Equivalents, End of Year	$	6,518		$	4,357		$	7,624
Cash and Cash Equivalents, Beginning of Year	6,518			4,357			7,624
Cash and Cash Equivalents, End of Year	$	8,429		$	6,518		$	4,357

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

5049

Table of Contents

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per Unit data)

1. Organization and Formation of Partnership

First Industrial, L.P. (the "Operating Partnership") was organized as a limited partnership in the state of Delaware on November 23, 1993. The sole general partner is First Industrial Realty Trust, Inc. (the "Company") which owns common units in the Operating Partnership ("Units") representing an approximate 96.02% and 9596.50% ownership interest at December 31, ~~2013~~2014 and ~~2012~~2013, respectively. The Company also owns a preferred general partnership interest in the Operating Partnership represented by preferred Units ("Preferred Units") with an aggregate liquidation priority of $75,000 at December 31, 2013. The Company is a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). The Company’s operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership owned, in the aggregate, approximately a 43.08% and 4.50% interest in the Operating Partnership at December 31, ~~2013~~2014 and ~~2012~~2013, respectively. Operations are also conducted through other partnerships and limited liability companies ("LLCs") of which the Operating Partnership is the sole member, and taxable REIT subsidiaries (together with the Operating Partnership, other partnerships and the LLCs, the "Consolidated Operating Partnership"), the operating data of which is consolidated with that of the Operating Partnership as presented herein. Unless the context otherwise requires, the terms "we," "us" and "our" refer to First Industrial, L.P. and its controlled subsidiaries.

We also ~~own noncontrolling equity interests in, and~~ provide various services to, two joint ventures (the "2003 Net Lease Joint Venture" and the "2007 Europe Joint Venture"; collectively, the "Joint Ventures"). ~~See~~Our ~~Note~~noncontrolling 6equity ~~for~~ownership ~~more~~interests ~~information~~in onthe 2003 Net Lease Joint Venture and 2007 Europe Joint Venture are 15% and 10%, respectively. At December 31, 2014, the 2003 Net Lease Joint ~~Ventures~~Venture owned one industrial property comprising approximately 0.8 million square feet of gross leasable area ("GLA") and the 2007 Europe Joint Venture did not own any properties. The 2003 Net Lease Joint Venture is considered a variable interest entity in accordance with the FASB guidance on the consolidation of variable interest entities. We continue to conclude that we are not the primary beneficiary of this venture. Our maximum exposure to loss is equal to our investment.

The general partners of the Other Real Estate Partnerships are separate corporations, each with at least a .01% general partnership interest in the Other Real Estate Partnership for which it acts as a general partner. Each general partner of the Other Real Estate Partnerships is a wholly-owned subsidiary of the Company.

As of December 31, ~~2013~~2014, we owned ~~587~~576 industrial properties located in 24 states, containing an aggregate of approximately 5455.96 million square feet of ~~gross leasable area ("~~GLA"). On a combined basis, as of December 31, ~~2013~~2014, the Other Real Estate Partnerships owned 6562 industrial properties containing an aggregate of approximately 87.19 million square feet of GLA.

Profits, losses and distributions of us, the LLCs and Other Real Estate Partnerships are allocated to the general partner and the limited partners or the members, as applicable, in accordance with the provisions contained within the partnership agreements, operating agreements or other ownership agreements, as applicable.

The Other Real Estate Partnerships and the Joint Ventures are accounted for under the equity method of accounting. Accordingly, the operating data of the Other Real Estate Partnerships and the Joint Ventures are not consolidated with that of the Consolidated Operating Partnership as presented herein.

Any references to the number of buildings and square footage in the financial statement footnotes are unaudited.

2. Basis of Presentation

Our consolidated financial statements at December 31, ~~2013~~2014 and ~~2012~~2013 and for each of the years ended December 31, ~~2013~~2014, ~~2012~~2013 and ~~2011~~2012 include the accounts and operating results of the Operating Partnership, the LLCs, other partnerships and the taxable REIT subsidiaries on a consolidated basis. Such financial statements present our limited partnership interests in each of the Other Real Estate Partnerships and our noncontrolling equity interests in our Joint Ventures under the equity method of accounting. All intercompany transactions have been eliminated in consolidation.

5150

Table of Contents

3. Summary of Significant Accounting Policies

In order to conform with generally accepted accounting principles, we are required in preparation of our financial statements to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of December 31, ~~2013~~2014 and ~~2012~~2013, and the reported amounts of revenues and expenses for each of the years ended December 31, ~~2013~~2014, ~~2012~~2013 and ~~2011~~2012. Actual results could differ from those estimates.

Reclassifications ~~and Other Presentation Matters~~

Certain reclassifications have been made to the ~~2012 Consolidated Balance Sheet to conform to the~~ 2013 ~~presentation. The results of operations for the years ended December 31, 2013~~ and 2012 ~~includes~~financial ~~adjustments~~statements to ~~depreciation~~conform and amortization expense of $(1,561) and $1,286, respectively, which should have been recorded during previous periods. Management evaluated the impact of the adjustments and does not believe they are material to the ~~results~~2014 ~~of the current year or any previous period~~presentation.

Cash and Cash Equivalents

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

Restricted Cash

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

Investment in Real Estate and Depreciation

Investment in real estate is carried at cost, less accumulated depreciation and amortization. We review our properties on a quarterly basis for impairment and provide a provision if impairments exist. To determine if an impairment may exist, we review our properties and identify those that have had either an event of change or event of circumstances warranting further assessment of recoverability (such as a decrease in occupancy, ora decline in general market conditions or a change in the expected hold period of an asset). If further assessment of recoverability is needed, we estimate the future net cash flows expected to result from the use of the property and its eventual disposition on an individual property basis. If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of the property on an individual property basis, we will recognize an impairment loss based upon the estimated fair value of such property. For properties we consider held for sale, we cease depreciating the properties and value the properties at the lower of depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify such property as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. We classify properties as held for sale when all criteria within the Financial Accounting Standards Board’s (the "FASB") guidance on the impairment or disposal of long-lived assets are met.

Interest costs, real estate taxes, compensation costs of development personnel and other directly related costs incurred during construction periods are capitalized and depreciated commencing with the date the property is substantially completed. Upon substantial completion, we reclassify construction in progress to building, tenant improvements and leasing commissions. Such costs begin to be capitalized to the development projects from the point we are undergoing necessary activities to get the development ready for its intended use and ~~ceases~~cease when the development projects are substantially completed and held available for occupancy.

Depreciation expense is computed using the straight-line method based on the following useful lives:



	Years
Buildings and Improvements	7 to 50
Land Improvements	3 to 20
Furniture, Fixtures and Equipment	4 to 10
Tenant Improvements	Shorter of Lease Term or Useful Life

Construction expenditures for tenant improvements, leasehold improvements and leasing commissions (inclusive of compensation costs of personnel attributable to leasing) are capitalized and amortized over the terms of each specific lease. Capitalized compensation costs of personnel attributable to leasing relate to time directly attributable to originating leases with independent third parties that result directly from and are essential to originating those leases and would not have been incurred ~~had these leasing transactions not occurred. Repairs and maintenance are charged to expense when incurred. Expenditures for improvements are capitalized.~~

5251

Table of Contents

~~Upon~~had ~~acquisition~~these of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired and liabilities assumed, which generally consists of land, buildings, tenant improvements, leasing ~~commissions~~transactions ~~and~~not ~~intangible assets including in-place leases, above market and below market leases and tenant relationships~~occurred. WeRepairs ~~allocate the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. Acquired above~~ and ~~below~~maintenance ~~market leases~~ are ~~valued~~charged ~~based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal~~ to ~~the~~expense ~~remaining~~when ~~term~~incurred. ofExpenditures ~~the lease~~ for ~~above~~improvements ~~market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases. The above market lease values~~ are amortized as a reduction of rental revenue over the remaining term of the respective leases, and the below market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below market fixed rate renewal options of the respective leasescapitalized.

Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired and liabilities assumed, which generally consists of land, buildings, tenant improvements, leasing commissions and intangible assets including in-place leases, above market and below market leases, below market ground lease obligations and tenant relationships. We allocate the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. Acquired above and below market leases and below market ground lease obligations are valued based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and below market ground lease obligations, and the initial term plus the term of any below market fixed rate renewal options for below market leases. The above market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases, and the below market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below market fixed rate renewal options of the respective leases.

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

Deferred leasing intangibles, net of accumulated amortization, included in our total assets and total liabilities consist of the following:

	December 31,2013		December 31,2012
	December 31,2014		December 31,2013
In-Place Leases	$	1415,~~045~~441	$	1514,~~216~~045
Above Market Leases	32,~~004~~504		3,~~829~~004
Tenant Relationships	9,532		10,329
Below Market Ground Lease Obligation	1,823		—
Total Included in Total Assets, Net of $26,663 and $32,614 of Accumulated Amortization	$	26,581	$	29,374
Tenant Relationships	10,936		9,532
Below Market Leases	$	11,879	$	13,597
Total Included in Total Assets, Net of $26,306 and $26,663 of Accumulated Amortization	$	30,704	$	26,581
Total Included in Total Liabilities, Net of $7,604 and $8,527 of Accumulated Amortization	$	11,879	$	13,597
Below Market Leases	$	11,097	$	11,879
Total Included in Total Liabilities, Net of $7,981 and $7,604 of Accumulated Amortization	$	11,097	$	11,879

Amortization expense related to in-place leases and tenant relationships, exclusive of amortization expense related to in-place leases and tenant relationships included in discontinued operations, was $5,~~615~~923, $65,~~303~~071 and $96,~~202~~070 for the years ended December 31, ~~2013~~2014, ~~2012~~2013 and ~~2011~~2012, respectively. Rental revenues increased by $~~465~~875, $~~666~~465 and $~~1,340~~659 related to net amortization of above/(below) market leases, exclusive of net amortization related to above/(below) market leases included in discontinued operations, for the years ended December 31, ~~2013~~2014, ~~2012~~2013 and ~~2011~~2012, respectively. We will recognize net amortization expense related to deferred leasing intangibles over the next five years, for properties owned as of December 31, ~~2013~~2014 as follows:

	EstimatedAmortizationof In-PlaceLeases and TenantRelationships		Estimated NetIncrease toRental RevenuesRelated toAbove and BelowMarket Leases
2014	$	4,652	$	388
2015	$	5,465	$	355
2015	$	4,086	$	375
2016	$	4,242	$	900
2016	$	3,066	$	888
2017	$	3,778	$	863
2017	$	2,797	$	828
2018	$	2,919	$	790
2018	$	1,932	$	756
2019	$	2,244	$	748

~~Foreign Currency Transactions and Translation~~52

At December 31, 2013, we owned a land parcel located in Toronto, Canada for which the functional currency was determined to be the Canadian dollar. The assets and liabilities related to this land parcel are translated to U.S. dollars from the

Table of Contents

~~Canadian~~Foreign ~~dollar~~Currency ~~based~~Transactions onand the current exchange rate prevailing at each balance sheet date. The income statement accounts related to this land parcel are translated using the average exchange rate for the period. The resulting translation adjustments are included in accumulated other comprehensive income.Translation

The assets and liabilities of our operations in Canada are translated to U.S. dollars from the Canadian dollar based on the current exchange rate prevailing at each balance sheet date. The income statement accounts are translated using the average exchange rate for the period. The resulting translation adjustments are included in accumulated other comprehensive income. We sold our sole remaining real estate asset located in Canada during the year ended December 31, 2014.

Deferred Financing Costs

Deferred financing costs include fees and costs incurred to obtain long-term financing. These fees and costs are being amortized over the terms of the respective loans. Accumulated amortization of deferred financing costs was $16,~~520~~633 and $1416,~~551~~520 at December 31, ~~2013~~2014 and ~~2012~~2013, respectively. Unamortized deferred financing costs are written-off when debt is retired before the maturity date.

Investment in and Advances to Other Real Estate Partnerships

Investment in and Advances to Other Real Estate Partnerships represents our limited partnership interests in and advances to, through the Operating Partnership, the Other Real Estate Partnerships. We account for our Investment in and Advances to Other Real Estate Partnerships under the equity method of accounting. Under the equity method of accounting, our share of earnings or losses of the Other Real Estate Partnerships is reflected in income as earned and contributions or distributions increase or decrease, respectively, our Investment in and Advances to Other Real Estate Partnerships as paid or received, respectively.

On a continuous basis, we assess whether there are any indicators that the value of our Investment in and Advances to Other Real Estate Partnerships may be impaired. An investment is impaired if our estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of subjective assumptions that are subject to economic and market uncertainties including, among others, demand for space, market rental rates and operating costs, the discount rate used to value the cash flows of the properties and the discount rate used to value the debt. As these factors are difficult to predict and are subject to future events that may alter our assumptions, our fair values estimated by management in the impairment analyses may not be realized.

Investments in Joint Ventures

Investments in joint ventures represent our limited partnership interests in our Joint Ventures. We account for our investments in joint ventures under the equity method of accounting, as we do not have a majority voting interest, operational control or financial control. Control is determined using accounting standards related to the consolidation of joint ventures and variable interest entities. In order to assess whether consolidation of a variable interest entity is required, an enterprise is required to qualitatively assess the determination of the primary beneficiary of a variable interest entity ("VIE") based on whether the entity (1) has the power to direct matters that most significantly impact the activities of the VIE and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Additionally, they require an ongoing reconsideration of the primary beneficiary and provide a framework for the events that trigger a reassessment of whether an entity is a VIE.

Under the equity method of accounting, our share of earnings or losses of our Joint Ventures is reflected in income as earned and contributions or distributions increase or decrease our investments in joint ventures as paid or received, respectively. Differences between our carrying value of our investments in joint ventures and our underlying equity of such Joint Ventures are amortized over the respective lives of the underlying assets.

On a continuous basis, we assess whether there are any indicators that the value of our investments in joint ventures may be impaired. An investment is impaired if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in fair value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of subjective assumptions that are subject to economic and market uncertainties including, among others, demand for space, market rental rates and operating costs, the discount rate used to value the cash flows of the properties, the capitalization rate used to estimate the terminal value of the underlying properties and the discount rate used to value the Joint Ventures’ debt. As these factors are difficult to predict and are subject to future events that may alter our assumptions, our fair values estimated in the impairment analyses may not be realized.

Limited Partners Units

Limited partner Units are reported within Partners’ Capital in the balance sheet as of December 31, ~~2013~~2014 and ~~2012~~2013 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.

5453

Table of Contents

orThe ~~(c) upon~~Operating Partnership is the ~~occurrence~~only significant asset of anthe ~~event~~Company ~~that~~and iseconomic, ~~not~~fiduciary ~~solely~~and ~~within~~contractual means align the ~~control~~interests of the Company and the Operating Partnership. ~~Redemption~~The ~~can~~Board beof ~~effectuated,~~Directors asand ~~determined~~officers byof the ~~General~~Company ~~Partner,~~direct ~~either~~the byCompany ~~exchanging~~to ~~the~~act ~~Units~~when ~~for~~acting ~~shares~~in ofits ~~common~~capacity ~~stock~~as sole general partner of the ~~Company~~Operating onPartnership. aBecause ~~one-for-one~~of ~~basis~~this, ~~subject~~the Operating Partnership is deemed to ~~adjustment~~have effective control of the form of redemption consideration. As of December 31, or2014, byall ~~paying~~criteria ~~cash~~were ~~equal~~met for the Operating Partnership to control the ~~fair~~actions ~~market~~or ~~value~~events necessary to issue the maximum number of ~~such~~the Company’s common shares required to be delivered upon redemption of all remaining Units.

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 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, 2013, 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 Units.

Stock Based Compensation

We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense over the service period for awards expected to vest.

Net income, net of preferred ~~unit~~Unit distributions and redemption of preferred ~~units~~Units, is allocated to Unitholders and participating securities based upon their proportionate share of weighted average Units plus weighted average participating securities. Participating securities are unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents. Restricted stock awards granted to employees and directors are considered participating securities as they receive non-forfeitable dividend or dividend equivalents at the same rate as Units. See Note 1110 for further disclosure about participating securities.

Revenue Recognition

Rental income is recognized on a straight-line method under which contractual rent increases are recognized evenly over the lease term. Tenant recovery income includes payments from tenants for real estate taxes, insurance and other property operating expenses and is recognized as revenue in the same period the related expenses are incurred by us.

Revenue is generally recognized on payments received from tenants for early lease terminations upon the effective termination of a tenant’s lease and when we have no further obligations under the lease.

Interest income on notes receivable is recognized based on the accrual method unless a significant uncertainty of collection exists. If a significant uncertainty exists, interest income is recognized as collected.

We provide an allowance for doubtful accounts against the portion of tenant accounts receivable including deferred rent receivable, which is estimated to be uncollectible. Accounts receivable in the consolidated balance sheets are shown net of an allowance for doubtful accounts of $1,~~352~~597 and $1,~~852~~352 as of December 31, ~~2013~~2014 and ~~2012~~2013, respectively. Deferred rent receivable in the consolidated balance sheets is shown net of an allowance for doubtful accounts of $1,~~694~~855 and $1,~~733~~694 as of December 31, ~~2013~~2014 and ~~2012~~2013, respectively. For accounts receivable we deem uncollectible, we use the direct write-off method.

Gain on Sale of Real Estate

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

Notes Receivable

Notes receivable are primarily comprised of mortgage notes receivable that we have made in connection with sales of real estate assets. The notes receivable are recorded at fair value at the time of issuance. Discounts on notes receivable are accreted over the life of the related note receivable. Interest income is accrued as earned. Notes receivable are considered past due when a contractual payment is not remitted in accordance with the terms of the note agreement. On a quarterly basis, we evaluate the collectability of each mortgage note receivable on an individual basis based on various factors which may include payment history, expected fair value of the collateral and internal and external credit information. A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due under the existing contractual terms. When a loan is considered impaired, the amount of the loss accrual is calculated by comparing the carrying amount of the note receivable to the present value of expected future cash flows. Since the majority of our notes receivable are collateralized by a first mortgage, the loans have risk characteristics similar to the risks in owning commercial real estate.

5554

Table of Contents

Income Taxes

In accordance with partnership taxation, each of the partners is responsible for reporting their share of taxable income or loss.

A benefit/provision has been made for federal, state and local income taxes in the accompanying consolidated financial statements. We may also be subject to certain federal excise and franchise taxes if we engage in certain types of transactions. In accordance with FASB’s guidance, the total benefit/provision has been separately allocated to income (loss) from continuing operations, income (loss) from discontinued operations and gain (loss) on sale of real estate. The provision for excise and franchise taxes has been reflected in general and administrative expense in the consolidated statements of operations and has not been separately stated due to its insignificance.

During 2005, we recorded a $745 franchise tax reserve related to a potential state franchise tax assessment for the 1996-2001 tax years. During the year ended December 31, 2011, we received a refund from the state, representing amounts paid during 2006 related to the 1996-2001 tax years. Based on the refund received and discussions with the taxing authorities, as of December 31, 2011, management believes that it is unlikely that any franchise tax amounts will be assessed by the state for such tax years. As such, during the year ended December 31, 2011, we reversed $745 of franchise taxes. Franchise taxes are recorded within general and administrative expense.

Earnings Per Unit ("EPU")

Basic net income (loss) available to Unitholders per Unit is computed by dividing net income (loss) available to Unitholders by the weighted average number of Units outstanding for the period. Diluted net income (loss) available to Unitholders per Unit is computed by dividing net income (loss) available to Unitholders by the sum of the weighted average number of Units outstanding and any dilutive non-participating securities for the period. See Note 1110 for further disclosure about EPU.

Derivative Financial Instruments

Historically, we have used interest rate protection agreements ("Agreements") to fix the interest rate on anticipated offerings of senior unsecured notes or convert floating rate debt and preferred ~~units~~Units to fixed rate. Receipts or payments that result from the settlement of Agreements used to fix the interest rate on anticipated offerings of senior unsecured notes are amortized over the life of the derivative or the life of the debt and included in interest expense. Receipts or payments resulting from Agreements used to convert floating rate debt to fixed rate debt are recognized as a component of interest expense. Agreements which qualify for hedge accounting are marked-to-market and any gain or loss that is effective is recognized in other comprehensive income (partners’ capital). Agreements which do not qualify for hedge accounting are marked-to-market and any gain or loss is recognized in net income (loss) available to Unitholders immediately. Amounts accumulated in other comprehensive income during the hedge period are reclassified to earnings in the same period during which the forecasted transaction or hedged item affects net income (loss). The credit risks associated with Agreements are controlled through the evaluation and monitoring of the creditworthiness of the counterparty. In the event that the counterparty fails to meet the terms of Agreements, our exposure is limited to the current value of the interest rate differential, not the notional amount, and our carrying value of Agreements on the balance sheet. See Note 1614 for more information on the Agreements.

Fair Value of Financial Instruments

Financial instruments other than our derivatives include tenant accounts receivable, notes receivable, accounts payable, other accrued expenses, mortgage loans payable, unsecured credit facility, unsecured term loan and senior unsecured notes. The fair values of ~~the~~ tenant accounts receivable, accounts payable and other accrued expenses approximate their carrying or contract values. See Note 7 6 for the fair values of the mortgage loans payable, unsecured credit facility, unsecured term loan and senior unsecured notes and see Note 4 for the fair value of our notes receivable.

Discontinued Operations

The FASB’s guidance on financial reporting for the disposal of long lived assets requires that the results of operations and gains or losses on the sale of property or property held for sale be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from our ongoing operations as a result of the disposal transaction and (b) we will not have any significant continuing involvement in the operations of the property after the disposal transaction. The guidance also requires prior period results of operations for these properties to be reclassified and presented in discontinued operations in prior consolidated statements of operations.

Table of Contents

Segment Reporting

Management views the Consolidated Operating Partnership as a single segment based on its method of internal reporting.

Table of Contents

Recent Accounting Pronouncements

In ~~February~~April ~~2013~~2014, the FASB issued Accounting Standards Update No. ~~2013~~2014-0208, "Reporting ofDiscontinued ~~Amounts~~Operations ~~Reclassified~~and ~~Out~~Disclosures of ~~Accumulated~~Disposals ~~Other~~of ~~Comprehensive~~Components ~~Income~~of an Entity" ("ASU ~~2013~~2014-0208"). ASU ~~2013~~2014-0208 ~~requires~~changes ~~that~~the ~~public~~criteria ~~companies~~for ~~present,~~determining ~~either~~which indisposals acan ~~single~~be ~~note~~presented oras ~~parenthetically~~discontinued onoperations ~~the~~and ~~face~~modifies ofrelated ~~the~~disclosure ~~financial~~requirements. ~~statements,~~ASU ~~the~~2014-08 ~~effect~~is ofeffective ~~significant~~for ~~amounts~~annual ~~reclassified~~periods ~~from~~beginning ~~each~~on ~~component~~or ofafter ~~accumulated~~December ~~other~~15, ~~comprehensive~~2014, ~~income~~and ~~based~~interim onperiods ~~its~~within ~~source~~those annual periods and ~~the~~is ~~income~~to ~~statement~~be ~~line~~applied ~~items~~prospectively ~~affected~~to bynew ~~the~~disposals ~~reclassification.~~and ~~ASU~~new ~~2013-02~~classifications isof ~~effective~~disposal ~~for~~groups ~~annual~~as ~~periods~~held ~~beginning~~for sale after ~~December~~the ~~15,~~effective ~~2012~~date. Upon adoption in the first quarter of 2015, ~~and~~we isanticipate tothe bedisposition ~~applied~~of ~~prospectively.~~properties, ~~The~~as ~~adoption~~well as the classification of ~~this~~properties ~~guidance~~held ~~did~~for ~~not~~sale, ~~have~~will agenerally ~~material~~no ~~impact~~longer onmeet ~~our~~the ~~consolidated~~guidance ~~financial~~to ~~statements.~~be classified as discontinued operations.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. Most significantly for the real estate industry, leasing transactions are not within the scope of the new standard. A majority of our tenant-related revenue is recognized pursuant to lease agreements. ASU 2014-09 is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements.

4. Investment in Real Estate

Acquisitions

In ~~2011~~2012, we acquired one industrial property comprising approximately 0.74 million square feet of GLA through the purchase of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture ~~(see~~and ~~Note 6)~~several land parcels. The gross agreed-upon fair value for the industrial property was $3021,~~625~~819, excluding costs incurred in conjunction with the acquisition of the industrial property. The acquisition was funded through the assumption of a mortgage loan, which was subsequently paid off on the date of acquisition and whose carrying value approximated fair market value, in the amount of $2412,~~417~~026 and a cash payment of $58,~~277~~324 (85% of the net fair value of the acquisition). We accounted for this transaction as a step acquisition utilizing the purchase method of accounting. Due to the change in control that occurred, we recorded a gain during the year ended December 31, ~~2011~~2012 of $~~689~~776 related to the difference between our carrying value and fair value of our equity interest on the acquisition date. The purchase price of the land parcels was approximately $40,003, excluding costs incurred in conjunction with the acquisition of the land parcels.

In 2012, we acquired one industrial property comprising approximately 0.4 million square feet of GLA through the purchase of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture (see Note 6) and several land parcels. The gross agreed-upon fair value for the industrial property was $21,819, excluding costs incurred in conjunction with the acquisition of the industrial property. The acquisition was funded through the assumption of a mortgage loan, which was subsequently paid off on the date of acquisition and whose carrying value approximated fair market value, in the amount of $12,026 and a cash payment of $8,324 (85% of the net fair value of the acquisition). We accounted for this transaction as a step acquisition utilizing the purchase method of accounting. Due to the change in control that occurred, we recorded a gain during the year ended December 31, 2012 of $776 related to the difference between our carrying value and fair value of our equity interest on the acquisition date. The purchase price of the land parcels was approximately $40,003, excluding costs incurred in conjunction with the acquisition of the land parcels.

In 2013, we acquired two industrial properties, one of which we acquired through the acquisition of 100% of the equity interest in the limited liability company that owned the industrial property, comprising approximately 1.1 million square feet of GLA and several land parcels. One of the two industrial properties was vacant upon acquisition. The purchase price of these acquisitions totaled approximately $72,812, excluding costs incurred in conjunction with the acquisition of the industrial properties and land parcels.

WeIn ~~value~~2014, ~~third~~we ~~party~~acquired ~~acquisitions~~eight ~~and acquisitions of unconsolidated joint venture partner interests in~~ industrial properties oncomprising aapproximately ~~similar basis, generally by applying an income capitalization approach~~1.1 ~~The~~million ~~fair~~square ~~value~~feet ~~measurements~~of ~~are~~GLA ~~based on significant inputs not observable in the market~~ and ~~thus~~several ~~represent~~land ~~Level 3 measurements, as discussed below~~parcels. The ~~fair~~purchase ~~value~~price ~~estimates~~of ~~for~~these ~~each~~acquisitions ~~industrial~~totaled ~~property~~approximately ~~acquired from our joint venture partner during the years ended December 31~~$86, ~~2012 and 2011 were based on a weighted average capitalization rate approximating 7.3% and 8.4%~~057, ~~respectively.~~excluding ~~The~~costs ~~fair~~incurred ~~value~~in ~~measurements~~conjunction ~~also~~with ~~include~~the ~~consideration~~acquisition of the ~~fair~~industrial ~~market~~properties ~~value~~and ofland ~~debt~~parcels.

57The purchase price of the industrial properties and land parcels acquired for the years ended December 31, 2014 and 2013, was allocated as follows:



	Year Ended December 31, 2014		Year Ended December 31, 2013
Land	$	30,104	$	34,518
Building and Improvements	44,070		33,244
Other Assets	1,863		517
Deferred Leasing Intangibles, Net	10,020		4,533
Total Purchase Price	$	86,057	$	72,812

We value third party acquisitions and acquisitions of unconsolidated joint venture partner interests in industrial properties on a similar basis, generally by applying an income capitalization approach. The fair value measurements are based on significant inputs not observable in the market and thus represent Level 3 measurements.

Table of Contents

Intangible Assets (Liabilities) Subject To Amortization in the Period of Acquisition

The fair value at the date of acquisition of in-place leases, tenant relationships, a below market ground lease obligation and above and below market leases recorded due to the real estate properties acquired for the years ended December 31, ~~2013~~2014 and ~~2012~~2013, which are recorded as deferred leasing intangibles, ~~are~~is as follows:

	Year EndedDecember 31,2013			Year EndedDecember 31,2012
	Year EndedDecember 31,2014			Year EndedDecember 31,2013
In-Place Leases	$	25,~~807~~350		$	12,~~750~~807
Tenant Relationships	$	13,~~914~~440		$	1,~~012~~914
Below Market Leases	$	(188	)	$	(102	)
Above Market Leases	$	316		$	—
Below Market Ground Lease Obligation	$	1,854		$	—
Below Market Leases	$	(940	)	$	(188	)

The weighted average life, in months, of in-place leases, tenant relationships, a below market ground lease obligation and above and below market leases recorded at the time of acquisition as a result of the real estate properties acquired for the years ended December 31, ~~2013~~2014 and ~~2012~~2013 is as follows:

	Year EndedDecember 31,2013	Year EndedDecember 31,2012
	Year EndedDecember 31,2014	Year EndedDecember 31,2013
In-Place Leases	5274	~~118~~52
Tenant Relationships	~~112~~131	~~178~~112
Below Market Leases	52	118
Above Market Leases	66	N/A
Below Market Ground Lease Obligation	480	N/A
Below Market Leases	79	52

Sales and Discontinued Operations

In 2011, we sold 34 industrial properties comprising approximately 2.9 million square feet of GLA and one land parcel. Gross proceeds from the sales of the industrial properties and one land parcel were approximately $81,693. Included in the 34 industrial properties sold is one industrial property totaling approximately 0.4 million square feet of GLA that we transferred title to a lender in satisfaction of a non-recourse mortgage loan. The gain on sale of real estate was approximately $20,184, of which $18,814 is shown in discontinued operations. The 34 sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the 34 sold industrial properties are included in discontinued operations. The results of operations and gain on sale of real estate for the one land parcel, which does not meet the criteria to be included in discontinued operations, is included in continuing operations.

In 2012, we sold 26 industrial properties comprising approximately 4.1 million square feet of GLA and one land parcel. Gross proceeds from the sales of the industrial properties and one land parcel were approximately $83,098. The gain on sale of real estate was approximately $16,535, of which $12,758 is shown in discontinued operations. The 26 sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the 26 industrial properties sold are included in discontinued operations. The results of operations and gain on sale of real estate for the one land parcel, which does not meet the criteria to be included in discontinued operations, is included in continuing operations.

In 2013, we sold 65 industrial properties comprising approximately 2.8 million square feet of GLA and several land parcels. Gross proceeds from the sales of the industrial properties and land parcels were approximately $138,769. The gain on sale of real estate was approximately $33,687, of which $32,657 is shown in ~~discounted~~discontinued operations. The 65 sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the 65 industrial properties sold are included in discontinued operations. The results of operations and gain on sale of real estate for the several land parcels, which do not meet the criteria to be included in discontinued operations, are included in continuing operations.

58In 2014, we sold 25 industrial properties comprising approximately 1.8 million square feet of GLA and several land parcels. Gross proceeds from the sales of the industrial properties and land parcels were approximately $94,095. The gain on sale of real estate was approximately $23,713, of which $23,796 is shown in discontinued operations. The 25 sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the 25 industrial properties sold are included in discontinued operations. The results of operations and loss on sale of real estate for the several land parcels, which do not meet the criteria to be included in discontinued operations, are included in continuing operations.

Table of Contents

The following table discloses certain information regarding the industrial properties included in our discontinued operations for the years ended December 31, ~~2013~~2014, ~~2012~~2013 and ~~2011~~2012:

	Year Ended December 31,
	2013			2012			2011
	2014			2013			2012
Total Revenues	$	106,~~209~~654		$	2019,~~552~~418		$	3029,~~777~~840
Property Expenses	(42,~~133~~621		)	(87,~~490~~545		)	(1211,~~438~~565		)
Impairment of Real Estate	~~(1,605~~—		)	(12,~~121~~652		)	(61,~~214~~121		)
Depreciation and Amortization	(32,~~494~~248		)	(7,~~561~~258		)	(810,~~174~~926		)
Interest Expense	—			—			(63		)
Gain on Sale of Real Estate	23,796			32,657			12,758
Gain on Sale of Real Estate	32,657			12,758			18,814
Income from Discontinued Operations	$	25,581		$	34,620		$	18,986
Provision for Income Taxes	—			—			(1,246		)
Income from Discontinued Operations	$	33,634		$	16,138		$	21,456

At December 31, ~~2013~~2014 and ~~2012~~2013, we had notes receivable and accrued interest outstanding, issued in connection with sales of industrial properties, of approximately $522,~~605~~731 and $4052,~~771~~605, net of a discount of $~~191~~0 and $~~255~~191, respectively, which are included as a component of prepaid expenses and other assets. The note receivable outstanding at December 31, ~~net~~2014, bears interest at a fixed rate of 4.75% and matured January 15, 2015. At December 31, ~~2013~~2014 and ~~2012~~2013, the fair value of the notes receivable, including accrued interest, was $532,~~482~~732 and $4453,~~352~~482, respectively. The fair ~~value~~values of our notes receivable ~~was~~were determined by discounting the future cash flows using the current rates at which similar loans ~~with similar remaining maturities~~ would be made to other borrowers based on similar remaining maturities. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value of our notes receivable was primarily based upon Level 3 inputs~~, as discussed below~~.

Impairment Charges

During the years ended December 31, 2013, ~~2012~~ and ~~2011~~2012, we recorded the following net non-cash impairment charges (reversals):

	YearEndedDecember 31,2013		YearEndedDecember 31,2012			~~YearEndedDecember 31,2011~~
Sold Operating Properties	$	1,605	$	1,121		$	6,214
Sold Operating Properties - Discontinued Operations	$	2,652	$	1,121
Impairment—Discontinued Operations	$	1,605	$	1,121		$	6,214
Operating Properties - Continuing Operations	—		(20		)
Sold Land Parcels	$	—	$	—		$	(5,918	)
Total Net Impairment	$	2,652	$	1,101
Operating Properties Not Held for Sale	1,047		(20		)	(1,768		)
Land Parcels	—		—			(607		)
Impairment—Continuing Operations	$	1,047	$	(20	)	$	(8,293	)
Total Net Impairment	$	2,652	$	1,101		$	(2,079	)

The ~~net~~ impairment charges for assets that qualify to be classified as held for sale are calculated as the difference between the carrying value of the properties and ~~land parcels and~~ the estimated fair value, less costs to sell. The impairment charges for assets not held for sale are calculated as the difference between the carrying value of the properties and ~~land parcels and~~ the estimated fair value. The net impairment charges recorded during the years ended December 31, 2013, ~~2012~~ and ~~2011~~2012 ~~are~~were due to marketing certain properties ~~and land parcels~~ for sale and our assessment of the likelihood and timing of a potential sale transaction. Catch-up depreciation and amortization ~~has been~~ was recorded during the ~~years~~year ended December 31, 2012 ~~and 2011, if applicable,~~ for certain assets that ~~are~~were no longer classified as held for sale.

The accounting guidance for the fair value measurement provisions for the impairment of long lived assets establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The real estate assets measured at fair value on a non-recurring basis during the years ended December 31, ~~2013~~2014 and ~~2012~~2013 were either sold or are recorded at carrying value at December 31, ~~2013~~2014.

59The fair market values were determined using widely accepted valuation techniques including discounted cash flow analyses using expected cash flows and third party offers. For operational real estate assets, the most significant assumptions used in the discounted cash flow analyses included the discount rate, projected occupancy levels, market rental rates, capital expenditures and the terminal capitalization rate. Valuations based on third party offers include bona fide contract prices and letter of intent amounts that we believe are indicative of fair value.

Table of Contents

The fair market values were determined using widely accepted valuation techniques including discounted cash flow analyses using expected cash flows, internal valuations of real estate and third party offers. For operational real estate assets, the most significant assumptions used in the discounted cash flow analyses included the discount rate, projected occupancy levels, market rental rates, capital expenditures and the terminal capitalization rate. For the valuation of land parcels, we reviewed recent comparable sales transactions, to the extent available, or if not available, we considered older comparable transactions, adjusted upward or downward to reflect management’s assumptions about current market conditions. In all cases, members of our management team that were responsible for the individual markets where the land parcels were located determined the internal valuations. Valuations based on third party offers include bona fide contract prices and letter of intent amounts that we believe are indicative of fair value.

5. Investments in and Advances to Other Real Estate Partnerships

The investments in and advances to Other Real Estate Partnerships reflects the Operating Partnership’s limited partnership equity interests in the entities referred to in Note 1 to these consolidated financial statements.

Summarized condensed financial information as derived from the financial statements of the Other Real Estate Partnerships is presented below:

Condensed Combined Balance Sheets:

	December 31,2013			December 31,2012
	December 31,2014			December 31,2013
ASSETS
Assets:
Net Investment in Real Estate	$	~~276~~278,~~294~~720		$	~~264~~276,~~284~~294
Note Receivable	~~119~~77,~~364~~242			~~142~~119,~~982~~364
Other Assets, Net	3326,~~234~~884			3433,~~476~~234
Total Assets	$	~~428~~382,~~892~~846		$	~~441~~428,~~742~~892
LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Mortgage Loans Payable	$	9781,~~675~~231		$	~~107~~97,~~287~~675
Other Liabilities, Net	1310,~~795~~172			1113,~~570~~795
Partners’ Capital	~~317~~291,~~422~~443			~~322~~317,~~885~~422
Total Liabilities and Partners’ Capital	$	~~428~~382,~~892~~846		$	~~441~~428,~~742~~892
Operating Partnership’s Share of Equity	$	~~316~~290,~~188~~221		$	~~321~~316,~~663~~188
Basis Differentials (1)	(~~119~~77,~~865~~180		)	(~~143~~119,~~559~~865		)
Carrying Value of the Operating Partnership’s Investments in Other Real Estate Partnerships	$	~~196~~213,~~323~~041		$	~~178~~196,~~104~~323

_____________________


(1)	This amount represents the aggregate difference between the Operating Partnership’s historical cost basis and the basis reflected at the Other Real Estate Partnerships’ level. Basis differentials relate to the elimination of a note receivable and related accrued interest between a Other Real Estate Partnership and wholly owned subsidiaries of the Operating Partnership.

6059

Table of Contents

Condensed Combined Statements of Operations:

	Year EndedDecember 31,2013			Year EndedDecember 31,2012			Year EndedDecember 31,2011
	Year EndedDecember 31,2014			Year EndedDecember 31,2013			Year EndedDecember 31,2012
Total Revenues	$	3941,~~290~~994		$	38,~~882~~727		$	3938,~~001~~362
Property Expenses	(12,~~286~~966		)	(1112,~~302~~022		)	(1110,~~509~~987		)
Impairment of Real Estate	—			~~172~~—			~~582~~172
Depreciation and Other Amortization	(1211,~~207~~948		)	(1311,~~992~~891		)	(1213,~~759~~543		)
Interest Income	41,~~999~~309			74,~~776~~999			117,~~697~~776
Interest Expense	(4,~~701~~669		)	(54,~~712~~701		)	(5,~~024~~712		)
Amortization of Deferred Financing Costs	(~~187~~158		)	(~~208~~187		)	(~~178~~208		)
Loss from Retirement of Debt	(~~214~~133		)	—(214		)	~~(160~~—		)
Income from Continuing Operations	1413,~~694~~429			1514,~~616~~711			2115,~~650~~860
Discontinued Operations:
Income Attributable to Discontinued Operations	276			118			462
Income (Loss) Attributable to Discontinued Operations	50			259			(126		)
Gain (Loss) on Sale of Real Estate	12,~~687~~192			~~(93~~1,687		)	~~1,605~~(93		)
Income from Discontinued Operations	1,963			25			2,067
Income (Loss) from Discontinued Operations	2,242			1,946			(219		)
Gain on Sale of Real Estate	70—			—70			—
Net Income	$	1615,~~727~~671		$	1516,~~641~~727		$	2315,~~717~~641

6. ~~Investments in Joint Ventures~~ Indebtedness

On May 16, 2003, we entered into the 2003 Net Lease Joint Venture with an institutional investor to invest in industrial properties. We own a 15% equity interest in and provide property management services to the 2003 Net Lease Joint Venture. At December 31, 2013, the 2003 Net Lease Joint Venture owned four industrial properties comprising approximately 2.5 million square feet of GLA. During January 2014, the 2003 Net Lease Joint Venture sold two properties comprising approximately 1.6 million square feet of GLA.

The 2003 Net Lease Joint Venture is considered a variable interest entity in accordance with the FASB guidance on the consolidation of variable interest entities. We continue to conclude that we are not the primary beneficiary of this venture. As of December 31, 2013, our investment in the 2003 Net Lease Joint Venture is $907. Our maximum exposure to loss is equal to our investment. We acquired the 85% equity interest in one property on February 13, 2012 and the 85% equity interest in another property on May 26, 2011, in each case from the institutional investor in the 2003 Net Lease Joint Venture (see Note 4).

During December 2007, we entered into the 2007 Europe Joint Venture with an institutional investor to invest in, own, develop, redevelop and operate industrial properties. We continue to hold our 10% equity interest in the 2007 Europe Joint Venture. As of December 31, 2013, the 2007 Europe Joint Venture did not own any properties.

During the years ended December 31, 2013, 2012 and 2011, we recognized fees of $231, $516 and $970, respectively, from our Joint Ventures.

Table of Contents

The combined summarized financial information of the investments in Joint Ventures is as follows:

	December 31,2013			December 31,2012
Condensed Combined Balance Sheets:
Gross Investment in Real Estate	$	28,389		$	115,488
Less: Accumulated Depreciation	(4,253		)	(38,535		)
Net Investment in Real Estate	24,136			76,953
Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $40,387 and $0	48,408			—
Other Assets	7,690			17,327
Total Assets	$	80,234		$	94,280
Indebtedness	$	24,656		$	81,764
Other Liabilities	1,615			4,817
Indebtedness, Accrued Interest Expense and Leasing Intangibles Held for Sale, Net of Accumulated Amortization of $3,208 and $0	48,651			—
Equity	5,312			7,699
Total Liabilities and Equity	$	80,234		$	94,280
Company’s Share of Equity	$	896		$	1,252
Basis Differentials(1)	(200		)	(448		)
Carrying Value of the Company’s Investments in Joint Ventures	$	696		$	804

_______________

(1) This amount represents the aggregate difference between our historical cost basis and the basis reflected at the joint venture level. Basis differentials are primarily comprised of impairments we recorded to reduce certain of our investments in the 2003 Net Lease Joint Venture to fair value and certain deferred fees which are not reflected at the joint venture level.

	Year Ended December 31,
	2013			2012			2011
Condensed Combined Statements of Operations:
Total Revenues	$	3,433		$	3,371		$	3,411
Expenses:
Property Expenses and Other	1,070			1,096			1,226
Depreciation and Other Amortization	931			764			836
Interest Expense	1,532			1,633			1,643
Total Expenses	3,533			3,493			3,705
Discontinued Operations:
Loss Attributable to Discontinued Operations	(1,300		)	(1,607		)	(1,587		)
Gain on Sale of Real Estate	513			4,974			3,137
(Loss) Income from Discontinued Operations	(787		)	3,367			1,550
Net (Loss) Income	$	(887	)	$	3,245		$	1,256
Equity in Income of Joint Ventures	$	136		$	1,559		$	980

Table of Contents

7. Indebtedness

The following table discloses certain information regarding our indebtedness:

OutstandingBalance at

InterestRate atDecember 31,~~2013~~2014

Effective InterestRate atIssuance

Maturity Date

December 31,2013

December 31,2012

December 31,2014

December 31,2013

Mortgage Loans Payable, Net

~~580~~518,~~215~~754

~~656~~580,~~329~~215

4.03% – 8.26%

~~October~~February ~~2014~~2016 – September 2022

Unamortized Premiums

(~~115~~90

)

(~~161~~115

)

Mortgage Loans Payable, Gross

~~580~~518,~~100~~664

~~656~~580,~~168~~100

Senior Unsecured Notes, Net

2016 Notes

159,~~566~~621

159,~~510~~566

5.750%

5.91%

011/15/162016

2017 Notes

54,~~960~~966

5554,~~385~~960

7.500%

7.52%

12/011/172017

2027 Notes

6,066

7.150%

7.11%

055/15/272027

2028 Notes

31,~~883~~884

5531,~~261~~883

7.600%

8.13%

077/15/282028

2032 Notes

10,~~514~~518

1110,~~500~~514

7.750%

7.87%

044/15/322032

2014 Notes

~~81,149~~—

7981,~~683~~149

~~6.420%~~N/A

~~6.54%~~N/A

066/011/142014

2017 II Notes

101,~~778~~806

~~106~~101,~~745~~778

5.950%

6.37%

055/15/172017

Subtotal

~~445~~364,~~916~~861

~~474~~445,~~150~~916

Unamortized Discounts

~~980~~241

~~2,570~~980

Senior Unsecured Notes, Gross

~~446~~365,~~896~~102

~~476~~446,~~720~~896

Unsecured Credit Facility*

173,000

98,000

1.666%

09/29/17

Unsecured Term Loan*

200,000

N/A

1.906%

1/29/2021

Unsecured Credit Facility**

185,000

173,000

1.662%

9/29/2017

* ~~The~~We ~~maturity~~entered ~~date~~into ~~may~~interest berate ~~extended~~protection agreements, with an ~~additional~~aggregate ~~year~~notional atvalue ~~our~~of ~~election~~$200,000, ~~subject~~to effectively convert the variable rate to ~~certain~~a ~~restrictions~~fixed rate. See Note 14.

~~Mortgage~~** ~~Loans~~The ~~Payable~~maturity date may be extended an additional year at our election, ~~Net~~subject to certain restrictions.

~~During the year ended December 31, 2012, we originated the following mortgage loans:~~60

MortgageFinancing

LoanPrincipal

InterestRate

OriginationDate

MaturityDate

AmortizationPeriod

Number ofIndustrialPropertiesCollateralizingMortgage

GLA(In millions)

PropertiesCarryingValue atDecember 31,2012

I-V

97,561

4.03

August 2012

September 2022

30-year

3.7

100,443

For Mortgage Financings I through V, principal prepayments were prohibited for 12 months after loan origination, after which prepayment premiums are calculated at the greater of yield maintenance or 1% of the outstanding balance.

During the years ended December 31, 2013 and 2012, we paid off and retired prior to maturity mortgage loans payable in the amount of $64,395 and $14,112, respectively. In connection with these pay offs prior to maturity, we recognized $1,364 and $361 as loss from retirement of debt for the years ended December 31, 2013 and 2012, respectively.

As of December 31, 2013, mortgage loans payable are collateralized, and in some instances cross-collateralized, by industrial properties with a net carrying value of $729,348. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans payable as of December 31, 2013.

Table of Contents

Mortgage Loans Payable, Net

During the years ended December 31, 2014 and 2013, we paid off and retired prior to maturity mortgage loans payable in the amount of $59,680 and $64,395, respectively. In connection with these prepayments, we recognized $522 and $1,364 as loss from retirement of debt for the years ended December 31, 2014 and 2013, respectively.

On August 5, 2014, we assumed a mortgage loan payable from one of our Other Real Estate Partnerships totaling $8,872.

As of December 31, 2014, mortgage loans payable are collateralized, and in some instances cross-collateralized, by industrial properties with a net carrying value of $663,825. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans payable as of December 31, 2014.

Senior Unsecured Notes, Net

During the ~~years~~year ended December 31, 2013 ~~and 2012~~, we repurchased and retired the following senior unsecured notes prior to maturity:

	Principal Amount Repurchased		Purchase Price		~~Purchase Price~~
	For theYear EndedDecember 31,2013		For theYear EndedDecember 31,2012		For theYear EndedDecember 31,2013		For theYear EndedDecember 31,2012
2017 Notes	430		482
2014 Notes	$	—	$	9,000	$	—	$	9,439
2017 II Notes	5,000		5,300
2017 Notes	430		4,223		482		4,632
2028 Notes	23,394		26,547
2017 II Notes	5,000		—		5,300		—
2032 Notes	1,000		1,163
2028 Notes	23,394		69,680		26,547		72,541
Total	$	29,824	$	33,492
2032 Notes	1,000		23,400		1,163		24,001
Total	$	29,824	$	106,303	$	33,492	$	110,613

In connection with these repurchases prior to maturity, we recognized $5,003 ~~and $9,323~~ as loss from retirement of debt for the ~~years~~year ended December 31, 2013 ~~and 2012~~, which is the difference between the repurchase price and the principal amount retired, net of the pro rata write-off of the unamortized debt issue discount, the unamortized deferred financing costs, and the unamortized settlement amount of the interest rate protection agreements ~~and the professional services fees related to the repurchases~~ of $28, $191, and $1,116 ~~and $0 and $598~~, ~~$728, $3,247 and $440,~~ respectively.

OnDuring ~~April 16~~the year ended December 31, ~~2012~~2014, we paid off and retired our ~~2012~~2014 Notes, at maturity, in the amount of $6181,~~829~~794.

~~The~~Unsecured ~~indentures~~Term governing our senior unsecured notes contain certain financial covenants, including limitations on incurrence of debt and debt service coverage. We believe the Operating Partnership and the Company were in compliance with all covenants relating to senior unsecured notes as of December 31, 2013. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our noteholders in a manner that could impose and cause us to incur material costs.Loan

On January 29, 2014, we entered into a seven-year, $200,000 unsecured loan (the "Unsecured Term Loan") with a syndicate of financial institutions. The Unsecured Term Loan requires interest only payments and bears interest at a variable rate based on LIBOR, as defined in the loan agreement, plus a specified spread based on our leverage ratio or credit ratings.

Unsecured Credit Facility

On July 19, 2013, we amended and restated our ~~existing~~ $450,000 revolving credit agreement (the "Old Credit Facility"), increasing the borrowing capacity thereunder to $625,000 (as amended and restated, the "Unsecured Credit Facility"). We may request that the borrowing capacity under the Unsecured Credit Facility be increased to $825,000, subject to certain restrictions. The amendment extended the maturity date from December 12, 2014 to September 29, 2017 with an option to extend an additional one year at our election, subject to certain restrictions. At December 31, ~~2013~~2014, the Unsecured Credit Facility provides for interest only payments at LIBOR plus 150 basis points. The interest rate on the Unsecured Credit Facility varies based on our leverage ratio. In ~~the event we achieve an investment grade rating from one of certain rating agencies, the rate may be decreased at our election, based on the investment grade rating. In~~ connection with the amendment of the Old Credit Facility, we wrote off $56 of unamortized deferred financing costs, which is included in loss from retirement of debt for the year ended December 31, 2013.

The Unsecured Credit Facility contains certain financial covenants, including limitations on incurrence of debt and debt service coverage. Under the Unsecured Credit Facility, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreement. We believe that we were in compliance with all covenants relating to the Unsecured Credit Facility as of December 31, 2013. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders in a manner that could impose and cause us to incur material costs.61

Table of Contents

Indebtedness

The following is a schedule of the stated maturities and scheduled principal payments of our indebtedness, exclusive of premiums and discounts, for the next five years ending December 31, and thereafter:

	Amount
2014	$	111,518
2015	$	10,537
2015	34,726
2016	250,164
2016	266,262
2017	351,927
2017	339,783
2018	127,107
2018	126,951
2019	66,432
Thereafter	~~320~~462,~~756~~599
Total	$	1,~~199~~268,~~996~~766

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

Fair Value

At December 31, ~~2013~~2014 and ~~2012~~2013, the fair value of our indebtedness was as follows:

	December 31, 2013				December 31, 2012
	December 31, 2014				December 31, 2013
	CarryingAmount		FairValue		CarryingAmount		FairValue
Mortgage Loans Payable, Net	$	~~580~~518,~~215~~754	$	~~585~~554,~~449~~118	$	~~656~~580,~~329~~215	$	~~699~~585,~~903~~449
Senior Unsecured Debt, Net	~~445~~364,~~916~~861		~~482~~395,~~781~~320		~~474~~445,~~150~~916		~~516~~482,~~943~~781
Unsecured Credit Facility	173,000		173,000		98,000		98,192
Unsecured Term Loan	200,000		200,575		N/A		N/A
Total	$	1,199,131	$	1,241,230	$	1,228,479	$	1,315,038
Unsecured Credit Facility	185,000		185,747		173,000		173,000
Total	$	1,268,615	$	1,335,760	$	1,199,131	$	1,241,230

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 ~~leverage levels and similar~~ remaining maturities. The current market rates we utilized were internally estimated. The fair value of the senior unsecured debt was determined by using rates, as advised by our bankers in certain cases, that are based upon recent trades within the same series of the senior unsecured debt, recent trades for senior unsecured debt with comparable maturities, recent trades for fixed rate unsecured debt from companies with profiles similar to ours, as well as overall economic conditions. The fair value of the Unsecured Credit Facility and Unsecured Term Loan was determined by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term, assuming no repayment until maturity. We have concluded that our determination of fair value for each of our mortgage loans payable, senior unsecured debt, Unsecured Term Loan and Unsecured Credit Facility was primarily based upon Level 3 inputs.

87. Partners’ Capital

We have issued general partnership ~~units~~Units and limited partnership ~~units~~Units and preferred general partnership ~~units~~Units. The general partnership ~~units~~Units resulted from capital contributions from the Company. The limited partnership ~~units~~Units are issued in conjunction with the acquisition of certain properties (see discussion below). Subject to certain lock-up periods, holders of limited partner Units of the Operating Partnership 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 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 we intend to continue this practice. If each Unit of the Operating Partnership were redeemed as of December 31, ~~2013~~2014, we could satisfy our redemption obligations by making an aggregate cash payment of approximately $80,223 or by issuing 4,597,313 shares of the Company’s common stock. The preferred general partnership units result from preferred capital contributions from the Company. The preferred general partnership units had an aggregate liquidation priority of $75,000 and $225,000 as of December 31, 2013 and 2012, respectively. We are required to make all required distributions on the preferred general partnership units prior to any distribution of cash or assets to the holders of the Units. The consent of the holder of the limited partnership units is required to alter such holder’s rights as to allocations and distributions, to alter or modify such holder’s rights with respect to redemption, to cause the early termination of the Consolidated Operating Partnership, or to amend the provisions of the partnership agreement which requires such consent.

6562

Table of Contents

~~Preferred~~making ~~Contributions:~~an aggregate cash payment of approximately $89,943 or by issuing 4,374,637 shares of the Company’s common stock. The preferred general partnership Units result from preferred capital contributions from the Company. The preferred general partnership Units had an aggregate liquidation priority of $0 and $75,000 as of December 31, 2014 and 2013, respectively. We were required to make all required distributions on the preferred general partnership units prior to any distribution of cash or assets to the holders of the Units. The consent of the holder of the limited partnership units is required to alter such holder’s rights as to allocations and distributions, to alter or modify such holder’s rights with respect to redemption, to cause the early termination of the Consolidated Operating Partnership, or to amend the provisions of the partnership agreement which requires such consent.

~~On May 27, 2004, the Company issued 50,000 Depositary Shares, each representing 1/100th of a share of the Company’s 6.236%, Series F Flexible Cumulative Redeemable~~ Preferred Stock, $0.01 par value (the "Series F Preferred Stock"), at an initial offering price of $1,000.00 per Depositary Share. The net proceeds from the issuance of the Series F Preferred Stock were contributed to us in exchange for 6.236% Series F Cumulative Preferred Units (the "Series F Preferred Units") and are reflected in our financial statements as a general partner preferred unit contribution. Dividends on the Series F Preferred Stock are cumulative from the date of initial issuance and are payable quarterly in arrears. The coupon rate of the Series F Preferred Stock resets every quarter at 2.375% plus the greater of (i) the 30 year Treasury constant maturity treasury ("CMT") Rate, (ii) the 10 year Treasury CMT Rate or (iii) 3-month LIBOR. For the fourth quarter of 2013, the coupon rate was 6.065%. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series F Preferred Stock ranks senior to payments on the Company’s Common Stock and pari passu with the Company’s Series G Preferred Stock (hereinafter defined). The Series F Preferred Stock is redeemable for cash at the Company's option, in whole or in part, at a redemption price of $1,000.00 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series F Preferred Units have no stated maturity and are not convertible into any other securities of the Company. In October 2008, we entered into an interest rate swap agreement to mitigate our exposure to floating interest rates related to the forecasted reset rate of the coupon rate of the Series F Preferred Stock, which matured on October 1, 2013 (see Note 16). On February 3, 2014, the Company called for the redemption of the Series F Preferred Stock (see Note 19).Contributions

On May 27, 2004, the Company issued 2550,000 Depositary Shares, each representing 1/100th of a share of the Company’s 76.236%, Series GF Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series GF Preferred Stock"), at an initial offering price of $1,000.00 per Depositary Share. The net proceeds from the issuance of the Series G F Preferred Stock were contributed to us in exchange for 76.236% Series G F Cumulative Preferred Units (the "Series G F Preferred Units") and are reflected in our financial statements as a general partner preferred unit contribution. ~~Dividends~~The ~~on the~~ Series GF Preferred Stock ~~are~~was ~~cumulative~~redeemable ~~from the date of initial issuance and are payable semi-annually in arrears~~ for ~~the~~cash ~~period~~at ~~from~~ the ~~date~~Company's ~~of original issuance of the Series G Preferred Stock through March 31~~option, ~~2014~~in ~~(the~~whole ~~"Series G~~or ~~Initial~~in ~~Fixed Rate Period")~~part, ~~commencing on September 30, 2004,~~ at a ~~rate~~redemption ofprice ~~7.236% per annum~~ of ~~the liquidation preference (the "Series G Initial Distribution Rate") (equivalent to~~ $721,000.3600 per Depositary Share)., On or ~~after March 31~~$50,000 ~~2014,~~in the ~~Series G~~aggregate, ~~Initial~~plus ~~Distribution~~dividends ~~Rate~~accrued isand ~~subject~~unpaid to ~~reset, at~~ the ~~Company’s~~redemption ~~option,~~date. ~~subject~~On toMarch ~~certain~~6, ~~conditions and parameters~~2014, atthe ~~fixed~~Company orfully ~~floating~~redeemed ~~rates~~the ~~and~~Series ~~periods.~~F ~~Fixed~~Preferred ~~rates~~Stock, ~~and~~at ~~periods will be determined through~~ a ~~remarketing~~redemption ~~procedure.~~price ~~Floating rates during floating rate periods will equal 2.500% (the initial credit spread), plus the greater~~ of ~~(i) the 3-month LIBOR~~$1,000.00 ~~(ii) the~~per 10Depositary ~~year Treasury CMT Rate~~Share, and ~~(iii) the~~paid 30a ~~year~~pro-rated ~~Treasury~~first ~~CMT~~quarter ~~Rate,~~dividend ~~reseting~~of ~~quarterly~~$11.3299 ~~Dividends~~per onDepositary ~~the~~Share, ~~Series G~~totaling ~~Preferred Stock are payable quarterly in arrears for floating rate periods~~$566. ~~With~~An ~~respect~~equivalent tonumber ~~the payment~~ of ~~dividends~~Series ~~and~~F ~~amounts~~Preferred ~~upon~~Units ~~liquidation,~~were ~~dissolution~~redeemed oron ~~winding~~March up6, ~~the~~2014 ~~Series G~~as ~~Preferred~~well. ~~Stock~~The ~~ranks~~initial ~~senior~~offering tocosts ~~payments~~associated onwith the ~~Company’s~~issuance ~~Common~~of ~~Stock and pari passu with~~ the ~~Company’s~~ Series F Preferred ~~Stock. On or after March 31~~Units, ~~2014,~~as ~~the~~well ~~Series G~~as ~~Preferred~~costs ~~Stock~~associated iswith ~~redeemable for cash at~~ the ~~Company's option, in whole or in part, at a~~ redemption ~~price of $1~~,~~000.00~~ ~~per~~totaled ~~Depositary Share, or~~ $~~25,000~~949 ~~in the aggregate, plus dividends accrued~~ and ~~unpaid to the redemption date. The Series G Preferred Units have no stated maturity and~~ are ~~not~~reflected ~~convertible~~as ~~into~~a ~~any~~deduction ~~other~~from ~~securities~~net ofincome ~~the~~in ~~Company.~~determining Onearnings ~~February~~per 3,unit ~~2014, the Company called~~ for the ~~redemption~~year ofended ~~the~~December ~~Series~~31, ~~G Preferred Stock (see Note 19)~~2014.

On ~~January~~May 1327, ~~2006~~2004, the Company issued 625,000~~,000~~ Depositary Shares, each representing 1/~~10,000th~~100th of a share of the Company’s 7.25236%, Series JG Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series JG Preferred Stock"), at an initial offering price of $251,000.00 per Depositary Share. The net proceeds from the issuance of the Series J G Preferred Stock were contributed to us in exchange for 7.25236% Series J G Cumulative Preferred Units (the "Series J G Preferred Units") and are reflected in our financial statements as a general partner preferred unit contribution. The Series G J Preferred Stock iswas redeemable for cash at the Company's option, in whole or in part, at a redemption price ~~equivalent~~of to $251,000.00 per Depositary Share, or $~~150~~25,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On ~~December~~March 2131, ~~2012~~2014, the Company ~~redeemed~~fully 2,000,000 Depositary Shares of the Series J Preferred Stock at a redemption price of $25.00 per Depositary Share, and paid a pro-rated fourth quarter dividend of $0.407812 per Depositary Share, totaling $816. An equivalent number of Series J Preferred Units were redeemed ~~on December 21, 2012 as well. One-third of~~ the ~~initial offering costs associated with the issuance of the~~ Series J ~~Preferred~~G Units, as well as costs associated with the partial redemption, totaled $1,804 and are reflected as a deduction from net loss in determining earnings per unit for the year ended December 31, 2012. The remaining 4,000,000 Depositary Shares of the Series J Preferred Stock ~~were redeemed on April 11~~, ~~2013,~~ at a redemption price of $251,000.00 per Depositary Share, and ~~the Company~~ paid a ~~pro~~semi-~~rated~~annual ~~second quarter~~ dividend of $036.~~055382~~18 per ~~Depositary~~depositary ~~Share~~share, totaling $~~221~~905. An equivalent number of Series JG Preferred Units were redeemed on ~~April~~March 1131, ~~2013~~2014 as well. The ~~remaining~~ initial offering costs associated with the issuance of the Series JG Preferred Units, as well as costs associated with the redemption, totaled $~~3,546~~513 and are reflected as a deduction from net income in determining earnings per unit for the year ended December 31, ~~2013~~2014.

On ~~August~~January 2113, 2006, the Company issued 26,000,000 Depositary Shares, each representing 1/10,000th of a share of the Company’s 7.25%, Series KJ ~~Flexible~~ Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series KJ Preferred Stock"), at an initial offering price of $25.00 per Depositary Share. The net proceeds from the issuance of the Series J Preferred Stock were contributed to us in exchange for 7.25% Series J Cumulative Preferred Units (the "Series J Preferred Units") and are reflected in our financial statements as a general partner preferred unit contribution. The Series J Preferred Stock was redeemable for cash at the Company's option, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $150,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On December 21, 2012, the Company redeemed 2,000,000 Depositary Shares of the Series J Preferred Stock at a redemption price of $25.00 per Depositary Share, and paid a pro-rated fourth quarter dividend of $0.407812 per Depositary Share, totaling $816. An equivalent number of Series J Preferred Units were redeemed on December 21, 2012 as well. One-third of the initial offering costs associated with the issuance of the Series J Preferred Units, as well as costs associated with the partial redemption, totaled $1,804 and are reflected as a deduction from net loss in determining earnings per unit for the year ended December 31, 2012. The remaining 4,000,000 Depositary Shares of the Series J Preferred Stock were redeemed on April 11, 2013, at a redemption price of $25.00 per Depositary Share, and the Company paid a pro-rated second quarter dividend of $0.055382 per Depositary Share, totaling $221. An equivalent number of Series J Preferred Units were redeemed on April 11, 2013 as well. The remaining initial offering costs associated with the issuance of the Series J Preferred Units, as well as costs associated with the redemption, totaled $3,546 and are reflected as a deduction from net income in determining earnings per unit for the year ended December 31, 2013.

6663

Table of Contents

On August 21, 2006, the Company issued 2,000,000 Depositary Shares, each representing 1/10,000th of a share of the Company’s 7.25%, Series K Flexible Cumulative Redeemable Preferred Stock, $0.01 par value (the "Series K Preferred Stock"), at an initial offering price of $25.00 per Depositary Share. The net proceeds from the issuance of the Series K Preferred Stock were contributed to us in exchange for 7.25% Series K Cumulative Preferred Units (the "Series K Preferred Units") and are reflected in our financial statements as a general partner preferred unit contribution. The Series K Preferred Stock iswas redeemable for cash at the Company's option, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. On July 18, 2013, the Company fully redeemed the Series K Preferred Stock at a redemption price of $25.00 per Depositary Share, and paid a pro-rated third quarter dividend of $0.090625 per Depositary Share, totaling $181. An equivalent number of Series K Preferred Units were redeemed on July 18, 2013 as well. The initial offering costs associated with the issuance of the Series K Preferred Units, as well as costs associated with the redemption, totaled $2,121 and are reflected as a deduction from net income in determining earnings per ~~share~~unit for the year ended December 31, 2013.

The Company has 10,000,000 shares of preferred stock authorized. As of December 31, 2014, no preferred Units were outstanding. The following table summarizes the preferred Units outstanding at December 31, 2013:

The Company has 10,000,000 shares of preferred stock authorized. All series of preferred stock have no stated maturity (although the Company may redeem all such preferred stock on or following their optional redemption dates at its option, in whole or in part).

The following table summarizes the preferred units outstanding at December 31, 2013 and 2012:

	Year Ended 2013			Year Ended 2012
	UnitsOutstanding	LiquidationPreference		UnitsOutstanding	LiquidationPreference
Series F Preferred Units	500	$	50,000	500	$	50,000
Series G Preferred Units	250	$	25,000	250	$	25,000
Series J Preferred Units	N/A	N/A		400	$	100,000
Series K Preferred Units	N/A	N/A		200	$	50,000

Unit Contributions

For the years ended December 31, ~~2013~~2014, ~~2012~~2013 and ~~2011~~2012, ~~105~~222,~~028~~676, ~~535~~105,~~026~~028, and ~~125~~535,~~784~~026 limited partnership ~~units~~Units, respectively, were converted into an equivalent number of general partnership ~~units~~Units, resulting in a reclassification of $~~996~~2,155, $~~4,763~~996 and $14,~~109~~763, respectively, between Limited Partners Units and General Partner Units.

During the years ended December 31, 2013, ~~2012~~ and ~~2011~~2012, the Company issued 8,400,000, and 9,400,000 ~~and 17,300,000~~ shares of the Company’s common stock in an underwritten public offering. Net proceeds to the Company for the years ended December 31, 2013, ~~2012~~ and ~~2011~~2012, were $132,050, and $116,715 ~~and $201~~,~~150,~~ respectively. The proceeds were contributed to us in exchange for Units and are reflected in our financial statements as a general partner contribution.

On ~~February~~March 281, ~~2011~~2012, the Company and the Operating Partnership entered into distribution agreements with sales agents to sell up to 1012,~~000~~500,000 shares of the Company’s common stock, for up to $~~100~~125,000 aggregate gross sale proceeds, from time to time in "at-the-market" offerings (the "~~2011~~2012 ATM"). During the ~~year~~years ended December 31, ~~2011~~2013 and 2012, the Company issued ~~115~~2,~~856~~315,704 and 1,532,598 shares, respectively, of the Company’s common stock under the ~~2011~~2012 ATM resulting in net proceeds to the Company of $141,~~391~~735 and $18,063. These net proceeds were contributed to us in exchange for an equivalent number of Units and are reflected in our financial statements as a general partner contribution. On ~~February 29~~March 12, ~~2012~~2014, ~~we terminated~~ the ~~2011~~2012 ATM was terminated in preparation for the commencement of the ~~2012~~2014 ATM (defined hereafter).

On March 1 13, ~~2012~~2014, the Company and the Operating Partnership entered into distribution agreements with sales agents to sell up to 1213,~~500~~300,000 shares of the Company’'s common stock, for up to $~~125~~200,000 aggregate gross ~~sale~~sales proceeds, from time to time in "at-the-market" offerings (the "~~2012~~2014 ATM"). During the ~~years~~year ended December 31, ~~2013 and 2012~~2014, the Company issued ~~2,315,704~~no ~~and 1,532,598~~ shares, ~~respectively,~~ of ~~the Company’s~~ common stock under the ~~2012~~2014 ATM. ~~resulting~~Under inthe ~~net~~terms ~~proceeds~~of to the ~~Company~~2014 ~~of $41~~ATM,~~735~~ ~~and~~sales ~~$18,063.~~are ~~These~~to ~~net~~be ~~proceeds~~made ~~were~~primarily ~~contributed~~in transactions that are deemed to usbe in"at-the-market" ~~exchange~~offerings, ~~for~~including ansales ~~equivalent~~made ~~number~~directly ofon ~~Units~~the ~~and~~New ~~are~~York ~~reflected~~Stock inExchange ~~our~~or ~~financial~~sales ~~statements~~made asthrough a ~~general~~market ~~partner~~maker ~~contribution~~other than on an exchange or by privately negotiated transactions.

Under the terms of the ATMs, sales are to be made primarily in transactions that are deemed to be "at-the-market" offerings, including sales made directly on the New York Stock Exchange or sales made through a market maker other than on an exchange or by privately negotiated transactions.64

Table of Contents

The following table is a roll-forward of the General Partnership and Limited Partnership Units outstanding, including unvested general partner restricted ~~units~~Units (see Note 1513), for the three years ended December 31, ~~2013~~2014:

	General Partnership andLimited PartnershipUnits Outstanding
Balance at December 31, 2010	74,204,447
Issuance of General Partner Units	17,646,586
Issuance of General Partner Restricted Units	292,339
Repurchase and Retirement of Restricted Units	(98,603	)
Balance at December 31, 2011	92,044,769
Issuance of General Partner Units	11,085,905
Issuance of General Partner Restricted Units	565,137
Repurchase and Retirement of Restricted Units	(225,557	)
Balance at December 31, 2012	103,470,254
Issuance of General Partner Units	10,853,693
Issuance of General Partner Restricted Units	284,461
Repurchase and Retirement of Restricted Units	(30,245	)
Balance at December 31, 2013	114,578,163
Issuance of General Partner Units	219,695
Issuance of General Partner Restricted Units	319,055
Repurchase and Retirement of Restricted Units	(141,410	)
Balance at December 31, 2014	114,975,503

Distributions

The coupon rate of our Series F Preferred Units ~~resets~~reset every quarter at 2.375% plus the greater of (i) the 30 year Treasury constant maturity treasury ("CMT") Rate, (ii) the 10 year Treasury CMT Rate or (iii) 3-month LIBOR. For the ~~fourth~~period ~~quarter~~January ~~of 2013~~1, ~~the~~2014 ~~coupon~~through ~~rate~~March ~~was~~ 6~~.065%.~~, ~~See~~2014 ~~Note 16~~(the ~~for~~redemption ~~additional~~date), ~~derivative information related to~~ the ~~Series F Preferred Units~~ coupon rate ~~reset~~was 6.275%.

The following table summarizes distributions accrued during the past three years:

	2013		2012		2011
	2014 TotalDistribution*		2013 TotalDistribution *		2012 TotalDistribution *
	TotalDistribution *		TotalDistribution *		TotalDistribution
General Partner/Limited Partner Units	$	47,263	$	38,862	$	—
General Partner/Limited Partner Units	$	38,862	$	—	$	—
Series F Preferred Units	$	566	$	2,896	$	2,728
Series F Preferred Units	$	2,896	$	2,728	$	3,256
Series G Preferred Units	$	453	$	1,809	$	1,809
Series G Preferred Units	$	1,809	$	1,809	$	1,809
Series J Preferred Units	N/A		$	2,034	$	10,785
Series J Preferred Units	$	2,034	$	10,785	$	10,875
Series K Preferred Units	N/A		$	1,994	$	3,625
Series K Preferred Units	$	1,994	$	3,625	$	3,625

________________________

* ~~The~~See ~~second~~the ~~quarter~~"Preferred ~~2013~~Contributions" ~~and~~section ~~fourth~~for ~~quarter 2012 distribution related to~~ the ~~redeemed~~redemptions ~~Series~~and Jdiscussion ~~Preferred~~of ~~Units was~~ pro-rated asdividends ~~discussed~~for inall ~~the~~series ~~"Preferred~~of ~~Contributions"~~preferred ~~section.~~stock ~~The~~occurring ~~third~~during ~~quarter 2013 distribution related to~~ the ~~redeemed~~years ~~Series~~ended KDecember ~~Preferred~~31, ~~Units~~2014, ~~was~~2013 ~~pro-rated~~and ~~as discussed in the "Preferred Contributions" section~~2012.

6865

Table of Contents

98. Accumulated Other Comprehensive Loss

The following tables summarize the changes in accumulated other comprehensive loss by component for the year ended December 31, 2014 and the reclassifications out of accumulated other comprehensive loss for the ~~year~~years ended December 31, 2014 and 2013:

	Interest Rate Protection Agreements			Foreign Currency Translation Adjustment			Total
Balance as of December 31, 2012	$	(7,008	)	$	179		$	(6,829	)
Other Comprehensive Loss Before Reclassifications	—			(60		)	(60		)
Amounts Reclassified from Accumulated Other Comprehensive Loss	3,527			—			3,527
Net Current Period Other Comprehensive Income (Loss)	3,527			(60		)	3,467
Balance as of December 31, 2013	$	(3,481	)	$	119		$	(3,362	)
Other Comprehensive Loss Before Reclassifications	(16,270		)	(93		)	(16,363		)
Amounts Reclassified from Accumulated Other Comprehensive Loss	5,349			—			5,349
Net Current Period Other Comprehensive Loss	(10,921		)	(93		)	(11,014		)
Balance as of December 31, 2014	$	(14,402	)	$	26		$	(14,376	)

Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss		Affected Line Item in the Consolidated Statements of Operations
	Amount Reclassified from Accumulated Other Comprehensive Loss
Interest Rate Protection Agreements
Details about Accumulated Other Comprehensive Loss Components	Year Ended December 31, 2014		Year Ended December 31, 2013		Affected Line Item in the Consolidated Statements of Operations
Amortization of Interest Rate Protection Agreements	$	2,411	Interest Expense
Interest Rate Protection Agreements
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements	1,116		Loss from Retirement of Debt
Amortization of Interest Rate Protection Agreements (Previously Settled)	$	1,358	$	2,411	Interest Expense
	$	3,527	Total
Settlement Payments to our Counterparties	3,991		—		Interest Expense
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements	—		1,116		Loss from Retirement of Debt
	$	5,349	$	3,527	Total

69The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income (loss) and is subsequently reclassified to earnings through interest expense over the life of the derivative or over the life of the debt. In the next 12 months, we expect to amortize approximately $523 into net income by increasing interest expense for interest rate protection agreements we settled in previous periods. Additionally, recurring settlement amounts on the Group I Swaps, as defined in Note 14, will also be reclassified to net income. See Note 14 for more information about our derivatives.

Table of Contents

109. Supplemental Information to Statements of Cash Flows

	Year EndedDecember 31,2013			Year EndedDecember 31,2012			Year EndedDecember 31,2011
	Year EndedDecember 31,2014			Year EndedDecember 31,2013			Year EndedDecember 31,2012
Interest Paid, Net of Interest Expense Capitalized in Connection with Development Activity	$	65,~~978~~436		$	7765,~~795~~978		$	9577,~~527~~795
Interest Expense Capitalized in Connection with Development Activity	$	21,~~813~~248		$	12,~~768~~813		$	~~437~~1,768
Income Taxes Paid (Refunded)	$	5,433		$	(295	)	$	1,876
Income Taxes (Refunded) Paid	$	(105	)	$	5,433		$	(295	)
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Distribution Payable on General and Limited Partner Units	$	911,~~837~~949		$	—9,837		$	—
Distribution Payable on Preferred Units	$	~~452~~—		$	452		$	~~4,763~~452
Exchange of Limited Partnership Units for General Partnership Units:
Limited Partnership Units	$	(~~996~~2,155	)	$	(~~4,763~~996	)	$	(14,~~109~~763	)
General Partnership Units	~~996~~2,155			~~4,763~~996			14,~~109~~763
Total	$	—		$	—		$	—
Property Transfer to Lender in Satisfaction of Non-Recourse Mortgage Loan:
Assumption of Indebtedness and Other Liabilities in Connection with the Acquisition of Real Estate	$	339		$	483		$	12,026
Net Investment in Real Estate	$	—		$	—		$	(3,200	)
Notes Receivable Issued in Conjunction with Certain Property Sales	$	—		$	12,520		$	—
Prepaid Expenses and Other Assets, Net	—			—			(1,987		)
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	13,506		$	10,402		$	9,584
Mortgage Loan Payable, Net	—			—			5,040
Write-off of Fully Depreciated Assets	$	(40,962	)	$	(52,800	)	$	(39,208	)
Loss from Retirement of Debt	$	—		$	—		$	(147	)
Assumption of Indebtedness and Other Liabilities in Real Estate Acquisitions	$	483		$	12,026		$	24,417
Notes Receivable Issued in Conjunction with Certain Property Sales	$	12,520		$	—		$	7,029
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	10,402		$	9,584		$	6,177
Write-off of Fully Depreciated Assets	$	(52,800	)	$	(39,208	)	$	(51,434	)

7067

Table of Contents

1110. Earnings Per Unit (EPU)

The computation of basic and diluted EPU is presented below:

	Year EndedDecember 31,2013			Year EndedDecember 31,2012			Year EndedDecember 31,2011
	Year EndedDecember 31,2014			Year EndedDecember 31,2013			Year EndedDecember 31,2012
Numerator:
Income (Loss) from Continuing Operations	$	625,~~979~~687		$	~~(22~~5,~~333~~993	)	$	(3125,~~336~~181	)
Gain on Sale of Real Estate, Net of Income Tax Provision	820			3,777			918
(Loss) Gain on Sale of Real Estate, Net of Income Tax Provision	(83		)	820			3,777
Preferred Unit Distributions	(8,733		)	(18,947		)	(19,565		)
Income from Continuing Operations Allocable to Participating Securities	(83		)	—			—
Redemption of Preferred Units	(5,667		)	(1,804		)	—
Preferred Unit Distributions	(1,019		)	(8,733		)	(18,947		)
Loss from Continuing Operations Available to Unitholders	$	(6,601	)	$	(39,307	)	$	(49,983	)
Redemption of Preferred Units	(1,462		)	(5,667		)	(1,804		)
Income from Discontinued Operations	$	33,634		$	16,138		$	21,456
Income (Loss) from Continuing Operations Available to Unitholders	$	23,040		$	(7,587	)	$	(42,155	)
Income from Discontinued Operations Allocable to Participating Securities	$	(162	)	$	—		$	—
Income from Discontinued Operations	$	25,581		$	34,620		$	18,986
Income from Discontinued Operations Attributable to Unitholders	$	33,472		$	16,138		$	21,456
Income from Discontinued Operations Allocable to Participating Securities	(92		)	(162		)	—
Net Income (Loss) Available	$	27,033		$	(23,169	)	$	(28,527	)
Income from Discontinued Operations Attributable to Unitholders	$	25,489		$	34,458		$	18,986
Net Income Allocable to Participating Securities	(162		)	—			—
Net Income (Loss) Available	$	48,704		$	27,033		$	(23,169	)
Net Income (Loss) Available to Unitholders	26,871			(23,169		)	(28,527		)
Net Income Allocable to Participating Securities	(175		)	(162		)	—
Denominator:
Net Income (Loss) Available to Unitholders	$	48,529		$	26,871		$	(23,169	)
Weighted Average Units—Basic and Diluted	111,646			96,509			85,913
Denominator (In Thousands):
Weighted Average Units—Basic	114,388			111,646			96,509
Effect of Dilutive Securities that Result in the Issuance of General Partner Units:
LTIP Unit Awards	403			—			—
Weighted Average Units - Diluted	114,791			111,646			96,509
Basic and Diluted EPU:
Loss from Continuing Operations Available to Unitholders	$	(0.06	)	$	(0.41	)	$	(0.58	)
Income (Loss) from Continuing Operations Available to Unitholders	$	0.20		$	(0.07	)	$	(0.44	)
Income from Discontinued Operations Attributable to Unitholders	$	0.3022		$	0.1731		$	0.2520
Net Income (Loss) Available to Unitholders	$	0.2442		$	(0.24	)	$	(0.3324	)

Participating securities include Units that correspond to the Company's ~~488~~463,~~861~~774, ~~288~~488,~~627~~861 and ~~673~~288,~~381~~627 of unvested restricted stock awards outstanding at December 31, ~~2013~~2014, ~~2012~~2013 and ~~2011~~2012, respectively, which participate in non-forfeitable distributions of the Operating Partnership. Under the two class method, participating security holders are allocated income, in proportion to total weighted average ~~units~~Units outstanding, based upon the greater of net income (after reduction for preferred unit distributions and redemption of preferred ~~units~~Units) or common distributions declared. Since participating security holders are not obligated to share in losses and no common distributions were declared during the ~~years~~year ended December 31, 2012 ~~and 2011~~, there was no allocation of income to participating security holders for the ~~years~~year ended December 31, 2012 ~~and 2011~~.

The number of weighted average units—diluted is the same as the number of weighted average units—basic for the years ended December 31, 2013, 2012 and 2011, as the effect of LTIP Unit Awards (as defined in Note 15) which do not participate in non-forfeitable dividends of the Company was excluded as its inclusion would have been antidilutive to the loss from continuing operations available to Unitholders. The following awards could be dilutive in future periods:68

	Number ofAwardsOutstandingAt December 31,2013	Number ofAwardsOutstandingAt December 31,2012	Number ofAwardsOutstandingAt December 31,2011
Non-Participating Securities:
Restricted Unit Awards	73,400	483,500	731,900
Options	—	—	25,201
LTIP Unit Awards	718,960	—	—

Table of Contents

~~12.~~The number of weighted average Units—diluted is the same as the number of weighted average Units—basic for the years ended December ~~Income~~31, ~~Taxes~~2013 and 2012, as the effect of restricted unit awards and LTIP Unit Awards (as defined in Note 13), which do not participate in non-forfeitable dividends of the Company, was excluded as its inclusion would have been antidilutive to the loss from continuing operations available to Unitholders. The following table discloses the number of non-participating securities outstanding for the years ended December 31, 2013 and 2012 that were excluded from the computation of diluted EPU:

The components of income tax benefit (provision) for the years ended December 31, 2013, 2012 and 2011 are comprised of the following:



	Number of Awards Outstanding at December 31, 2013	Number of Awards Outstanding at December 31, 2012
Non-Participating Securities:
Restricted Unit Awards	73,400	483,500
LTIP Unit Awards	718,960	—

	2013			2012			2011
Current:
Federal	$	231		$	(5,210	)	$	(622	)
State	(264		)	(253		)	(502		)
Foreign	—			(10		)	(41		)
Deferred:
Federal	—			—			(284		)
State	36			(49		)	(2		)
Foreign	—			—			(697		)
	$	3		$	(5,522	)	$	(2,148	)

11. Income Taxes

~~Deferred~~The ~~income~~components ~~taxes represent the tax effect~~ of ~~the~~income ~~temporary differences between the book and~~ tax ~~basis of assets and liabilities. Deferred tax assets~~ (~~liabilities~~provision) ~~include~~benefit for the ~~following~~years asended of December 31, 2014, 2013 and 2012 are comprised of the following:

	2013			2012
	2014			2013			2012
Impairment of Real Estate	$	5,185		$	5,519
Current:
Foreign Net Operating Loss Carryforward	1,312			854
Federal	$	(51	)	$	231		$	(5,210	)
Valuation Allowance	(5,357		)	(5,244		)
State	(196		)	(264		)	(253		)
Other	696			617
Foreign	—			—			(10		)
Total Deferred Tax Assets, Net of Allowance	$	1,836		$	1,746
Deferred:
Straight-line Rent	(76		)	(91		)
State	9			36			(49		)
Fixed Assets	(1,771		)	(1,666		)
	$	(238	)	$	3		$	(5,522	)
Other	(122		)	(158		)
Total Deferred Tax Liabilities	$	(1,969	)	$	(1,915	)
Total Net Deferred Tax Liabilities	$	(133	)	$	(169	)

Deferred income taxes represent the tax effect of the temporary differences between the book and tax basis of assets and liabilities. Deferred tax assets (liabilities) include the following as of December 31, 2014 and 2013:



	2014			2013
Impairment of Real Estate	$	2,466		$	5,185
Foreign Net Operating Loss Carryforward	585			1,312
Valuation Allowance	(4,224		)	(5,357		)
Other	1,251			696
Total Deferred Tax Assets, Net of Allowance	$	78		$	1,836
Straight-line Rent	$	(90	)	$	(76	)
Fixed Assets	—			(1,771		)
Other	(112		)	(122		)
Total Deferred Tax Liabilities	$	(202	)	$	(1,969	)
Total Net Deferred Tax Liabilities	$	(124	)	$	(133	)

A valuation allowance is recorded if we believe it is more likely than not that all or some portion of our deferred tax assets will not be realized. We do not have projections of future taxable income or other sources of taxable income in the taxable REIT subsidiaries significant enough to allow us to believe it is more likely than not that we will realize our deferred tax assets. Therefore, we have recorded a valuation allowance against our deferred tax assets. An increase or decrease in the valuation allowance that results from a change in circumstances, and which causes a change in our judgment about the realizability of the related deferred tax assets, is included in the current tax provision.

7269

Table of Contents

The income tax ~~benefit~~ (provision) benefit pertaining to income (loss) from continuing operations and gain on sale of real estate of the taxable REIT subsidiaries differs from the amounts computed by applying the applicable federal statutory rate as follows for the years ended December 31, 2014, 2013 and 2012:

	2013			2012			2011
	2014			2013			2012
Tax Benefit (Provision) at Federal Rate Related to Continuing Operations	$	286		$	557		$	(2,162	)
Tax (Provision) Benefit at Federal Rate Related to Continuing Operations	$	(532	)	$	286		$	557
State Tax Provision, Net of Federal Benefit (Provision)	(236		)	(244		)	(521		)
State Tax Provision, Net of Federal Benefit	(214		)	(236		)	(244		)
Non-deductible Permanent Items, Net	211			3221			~~(54~~32		)
IRS Audit Adjustment and Accrued Interest	58—			~~(5,523~~58		)	—(5,523		)
Change in Valuation Allowance	~~(388~~1,133		)	(~~166~~388		)	~~1,853~~(166		)
Foreign Taxes, Net	—			~~(10~~—		)	(9610		)
Other	~~262~~(626		)	~~(168~~262		)	78(168		)
Net Income Tax Benefit (Provision)	$	3		$	(5,522	)	$	(902	)
Net Income Tax (Provision) Benefit	$	(238	)	$	3		$	(5,522	)

We evaluate tax positions taken in the financial statements on a quarterly basis under the interpretation for accounting for uncertainty in income taxes. As a result of this evaluation, we may recognize a tax benefit from an uncertain tax position only if it is "more-likely-than-not" that the tax position will be sustained on examination by taxing authorities. As of December 31, ~~2013~~2014, we do not have any unrecognized tax benefits.

We file income tax returns in the U.S., and various states and foreign jurisdictions. In general, the statutes of limitations for income tax returns remain open for the years ~~2010~~2011 through ~~2013~~2014.

IRS Tax Refund

On August 24, 2009, we received a private letter ruling from the IRS granting favorable loss treatment under Sections 331 and 336 of the Code on the tax liquidation of one of our former taxable REIT subsidiaries. On November 6, 2009, legislation was signed that allowed businesses with net operating losses for 2008 or 2009 to carry back those losses for up to five years. As a result, we received a refund from the IRS of $40,418 in the fourth quarter of 2009 (the "Refund") in connection with this tax liquidation. The IRS ~~examination team, which is required by statute to review all refund claims in excess of $2,000 on behalf of the Joint Committee on Taxation, indicated to us that it~~ disagreed with certain of the property valuations we obtained from an independent valuation expert in support of our fair value of the liquidated taxable REIT subsidiary and our claim for the Refund. During the year ended December 31, 2012, we ~~reached~~agreed ~~an agreement with the regional office of the IRS on a proposed adjustment~~ to ~~the~~an ~~Refund. The total agreed-upon~~ adjustment, towhich ~~taxable~~resulted ~~income~~in ~~was~~us ~~$13,700,~~owing ~~which~~approximately ~~equates to~~ $45,~~806~~300 ofin taxes ~~owed.~~and ~~We were also required to pay~~ accrued interest ~~of approximately $500~~. During the year ended December 31, 2012, the Operating Partnership recorded a charge for the agreed-upon adjustment ~~and the related estimated accrued interest~~ which was reflected as a component of income tax expense. ~~During the year ended December 31, 2013, the settlement amount was approved by the Joint Committee on Taxation and we paid the agreed upon taxes and related accrued interest.~~

As a result of the Joint Committee on Taxation's approval during 2013, we entered into closing agreements with the IRS that determined the timing of the settlement on the tax characterization of the limited partners of the Operating Partnership and the stockholders of the Company12. Future ~~Pursuant~~Rental ~~to these closing agreements, $8,238 of the preferred stock distributions for the year ended December 31, 2012 are taxable as capital gain.~~ Revenues

13Our properties are leased to tenants under net and semi-net operating leases. Minimum lease payments receivable, excluding tenant reimbursements of expenses, under non-cancelable operating leases in effect as of December ~~Restructuring~~31, ~~Costs~~2014 are approximately as follows:

We committed to a plan to reduce organizational and overhead costs in October 2008 and had subsequently modified that plan during 2011 with the goal of further reducing those costs. During the year ended December 31, 2011, we recognized $1,553 in restructuring costs, of which $1,200 related to the termination of certain office leases and $353 related to other expenses. At December 31, 2013 and 2012, $1,130 and $1,464, respectively, relating to unpaid restructuring expense was included in accounts payable, accrued expenses and other liabilities.



2015	$	227,895
2016	200,046
2017	166,413
2018	131,344
2019	100,235
Thereafter	270,324
Total	$	1,096,257

7370

Table of Contents

1413. ~~Future~~Stock ~~Rental~~Based ~~Revenues~~Compensation

~~Our~~In ~~properties~~May ~~are~~2014, ~~leased~~the tostockholders ~~tenants~~of ~~under~~the ~~net~~Company approved a stock incentive plan (the “2014 Stock Incentive Plan”), which is administered by the Compensation Committee of the Board of Directors and ~~semi-net~~replaces ~~operating~~all ~~leases~~prior active long term stock incentive plans (the "Prior Plans"). After ~~Minimum~~approval ~~lease~~of ~~payments~~the ~~receivable~~2014 Stock Incentive Plan, ~~excluding~~no ~~tenant~~further ~~reimbursements~~awards may be issued under the Prior Plans but outstanding awards previously granted under Prior Plans remained outstanding in accordance with their terms. The number of ~~expenses,~~shares of common stock that may be issued under ~~non-cancelable~~the ~~operating~~2014 ~~leases~~Stock Incentive Plan is equal to 3.6 million shares plus shares equal to the aggregate number of outstanding awards previously granted under the Prior Plans at the time the 2014 Stock Incentive Plan was approved, resulting in ~~effect~~a astotal of 4.9 million shares that have been reserved for issuance under the 2014 Stock Incentive Plan. As of December 31, ~~2013~~2014, ~~are~~awards ~~approximately~~covering as3.5 ~~follows:~~million shares of common stock were available to be granted under the 2014 Stock Incentive Plan.

2014	$	212,995
2015	186,527
2016	150,716
2017	121,437
2018	92,209
Thereafter	254,896
Total	$	1,018,780

Officers, certain employees, the Company’s independent directors and our affiliates generally are eligible to participate in the 2014 Stock Incentive Plan. Awards made under the 2014 Stock Incentive Plan can be in the form of restricted stock awards, restricted stock units, performance share awards, dividend equivalent rights, non-statutory stock options and stock appreciation rights. Special provisions apply to awards granted under the 2014 Stock Incentive Plan in the event of a change in control in the Company.

15In September 1994, the Company’s Board of Directors approved and the Company adopted a 401(k)/Profit Sharing Plan. Under the Company’s 401(k)/Profit Sharing Plan, all eligible employees may participate by making voluntary contributions. The Company may make, but are not required to make, matching contributions, which are funded by the Operating Partnership. For the years ended December ~~Stock~~31, ~~Based~~2014, ~~Compensation~~2013 and 2012, total expense recognized for the 401(k)/Profit Sharing Plan related to matching contributions was $387, $300 and $284, respectively.

~~The~~For ~~Company~~the ~~maintains~~years ~~five~~ended ~~stock~~December 31, ~~incentive~~2014, ~~plans~~2013 and 2012, ~~(the~~we ~~"Stock~~awarded ~~Incentive~~299,805, ~~Plans")~~284,461 and 565,137 shares, respectively, of restricted stock awards to certain employees, which ~~are~~had ~~administered~~a byfair value of $5,413, $4,719 and $7,065 on the ~~Company’s~~date of approval by either the Compensation Committee of the Board of Directors. ~~There~~or ~~are~~the ~~11,500,000 shares~~approval date of the 2014 Stock Incentive Plan. We issued Units to the Company’s ~~common~~in the same amounts. These restricted stock ~~authorized~~awards ~~for~~were ~~issuance~~issued ~~under~~based upon the ~~Stock~~achievement ~~Incentive~~of ~~Plans~~certain corporate performance goals and generally vest over a period of three years. ~~Only~~Additionally, ~~officers~~during the year ended December 31, ~~certain~~2014, ~~employees~~we awarded 19,250 shares of restricted stock to non-employee members of the ~~Company’s~~Board ~~Independent~~of Directors, ~~and~~which ~~our~~had ~~affiliates~~a ~~generally~~fair ~~are~~value ~~eligible~~of to$350 ~~participate~~on in the ~~Stock~~date ~~Incentive~~of ~~Plans~~approval. These restricted stock awards vest over a one-year period.

~~The~~Compensation ~~Stock~~expense ~~Incentive~~is ~~Plans~~charged ~~authorize~~to ~~(i) the~~earnings ~~grant~~over ofthe ~~stock~~vesting ~~options~~periods ~~that~~for ~~qualify~~the asshares ~~incentive~~expected ~~stock~~to ~~options~~vest ~~under~~except ~~Section 422~~if of the ~~Code,~~recipient ~~(ii) the~~is ~~grant of stock options that do~~ not sorequired ~~qualify,~~to ~~(iii) restricted~~provide ~~stock/unit~~future ~~awards~~service ~~(including~~in ~~awards~~exchange ~~subject~~for tovesting ~~performance~~of ~~conditions),~~such ~~and (iv) dividend equivalent rights~~shares. ~~The~~If ~~exercise~~vesting ~~price~~ of ~~the~~a recipient's restricted stock ~~options~~award is ~~determined~~not bycontingent ~~the~~upon ~~Company’s~~future ~~Compensation~~service, ~~Committee.~~the ~~Special~~expense ~~provisions~~is ~~apply~~recognized toimmediately ~~awards~~at ~~granted under~~ the ~~Stock~~date ~~Incentive~~of ~~Plans~~grant. inDuring the ~~event~~years ofended aDecember ~~change~~31, in2014, ~~control~~2013 inand ~~the~~2012, ~~Consolidated~~we ~~Operating~~recognized ~~Partnership.~~$1,451, As$1,008 ofand ~~December 31~~$3,649, ~~2013~~respectively, ~~awards~~of ~~covering~~compensation ~~373,243 shares~~expense ofrelated ~~common~~to restricted stock ~~were~~awards ~~available~~granted to beour ~~granted~~Chief ~~under~~Executive ~~the~~Officer ~~Stock~~for ~~Incentive~~which ~~Plans~~future service was not required.

InThe ~~September~~Board ~~1994,~~of Directors adopted the ~~Company’s~~2013 ~~Board~~Long-Term ofIncentive ~~Directors~~Program ~~approved~~("LTIP") and, ~~the~~effective ~~Company~~July ~~adopted~~1, a2013, ~~401~~certain officers and employees were granted 718,960 performance units (k"LTIP Unit Awards")~~/Profit~~. ~~Sharing~~The ~~Plan~~LTIP Unit Awards had a fair value of $5,411 on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The ~~Under~~LTIP Unit Awards vest based upon the ~~Company’s~~relative ~~401~~total shareholder return (k"TSR")~~/Profit~~ ~~Sharing~~of ~~Plan,~~our ~~all~~common ~~eligible~~stock ~~employees~~compared ~~may~~to ~~participate~~the byTSRs ~~making~~of ~~voluntary~~the ~~contributions~~MSCI US REIT Index and the NAREIT Industrial Index. The ~~Company~~TSR ~~may~~for ~~make,~~half ~~but~~of ~~are~~the ~~not~~granted ~~required~~units tois ~~make~~calculated based upon the performance from July 1, ~~matching~~2013 ~~contributions~~through June 30, ~~which~~2014 ~~are~~and ~~funded~~the byTSR for the ~~Operating~~other ~~Partnership.~~half ~~For~~is calculated based upon the ~~years~~performance ~~ended~~from July 1, 2013 through December 31, ~~2013~~2015. Compensation expense is charged to earnings on a straight-line basis over the respective performance periods. At the end of the respective performance periods each participant will be issued shares of our common stock equal to the maximum shares issuable to the participant for the performance period multiplied by a percentage, ~~2012~~ranging from 0% to 100% based on our TSR as compared to the TSRs of the MSCI US REIT Index and ~~2011~~the NAREIT Industrial Index. The participant is also entitled to dividend equivalents for shares issued pursuant to vested LTIP Unit Awards, ~~matching~~which ~~contributions~~dividend equivalents represent any common dividends that would have been paid with respect to such issued shares after the grant of ~~$300,~~the ~~$284~~LTIP Unit Awards and ~~$197,~~prior ~~respectively,~~to ~~were~~the ~~recorded~~date of settlement.

For the years ended December 31, 2013, 2012 and 2011, we awarded 284,461, 565,137 and 292,339 shares, respectively, of restricted stock awards to certain employees, which had a fair value of $4,719, $7,065 and $3,248 on the date of approval by the Compensation Committee of the Board of Directors and/or the Board of Directors. We issued Units to the Company in the same amounts. These restricted stock awards generally vest over a period of three years. Compensation expense will be charged to earnings over the vesting period for the shares expected to vest except if the recipient is not required to provide future service in exchange for vesting of the share. If vesting of a recipient's restricted stock awards is not contingent upon future service, the expense is recognized immediately at the date of grant. During the years ended December 31, 2013 and 2012, we recognized $1,008 and $3,649 of compensation expense related to restricted stock awards granted to our Chief Executive Officer for which future service was not required.71

The Board of Directors adopted the 2013 Long-Term Incentive Program ("LTIP") and effective July 1, 2013, certain officers and employees were granted 718,960 performance units ("LTIP Unit Awards"). The LTIP Unit Awards had a fair value of $5,411 on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. The LTIP Unit Awards vest based upon the relative total shareholder return ("TSR") of our common stock compared to the TSRs of the MSCI US REIT Index and the NAREIT Industrial Index. The TSR for half of the granted units is calculated based upon the performance from July 1, 2013 through June 30, 2014 and the other half is calculated based upon the performance from July 1, 2013 through December 31, 2015. Compensation expense will be charged to earnings on a straight-line basis over the respective performance periods. At the end of the respective performance periods, each participant will be issued shares of our common stock equal to the maximum shares issuable to the participant for the performance period multiplied by a percentage, ranging from 0% to 100%, based on our TSR as compared to the TSR of the MSCI US REIT Index and the NAREIT Industrial Index. The participants will also be entitled to dividend equivalents for shares issued pursuant to vested LTIP Unit Awards, of which dividend equivalents represent any common dividends that would have been paid with respect to such issued shares after the grant of the LTIP Unit Awards and prior to the date of settlement.

Table of Contents

As mentioned above, the fair value of the LTIP Unit Awards at issuance was determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation using the following assumptions:



Expected dividend yield	2.22	%
Expected volatility - range used	24.28% - 34.66%
Expected volatility - weighted average	30.61	%
Risk-free interest rate	0.03% - 0.71%
Expected term	1 - 2.5 years

For the years ended December 31, ~~2013~~2014, ~~2012~~2013 and ~~2011~~2012, we recognized $67,~~202~~605, $86,~~559~~202 and $38,~~759~~559, respectively, in amortization related to restricted stock and unit awards and LTIP Unit Awards, of which $3441, $2134 and $0,21 ~~respectively,~~ was capitalized in connection with development activities. At December 31, ~~2013~~2014, we had $75,~~319~~079 in unrecognized compensation related to unvested restricted stock awards and LTIP Unit Awards. The weighted average period that the unrecognized compensation is expected to be recognized is 0.8379 years.

Restricted stock and unit award and LTIP Unit Award transactions for the year ended December 31, ~~2013~~2014 are summarized as follows:

	Awards		WeightedAverageGrant DateFair Value
Outstanding at December 31, 2012 (Restricted Stock and Unit)	772,127		$	7.02
Outstanding at December 31, 2013 (Restricted Stock and Unit and LTIP Unit Awards)	1,281,221		$	9.72
Issued (Restricted Stock and Unit and LTIP Unit Award)	1,003,421		$	10.10
Issued (Restricted Stock Awards)	319,055		$	18.06
Forfeited (Restricted Stock and Unit)	(201,719	)	$	4.58
Forfeited (Restricted Stock and Unit and LTIP Unit Awards)	(105,346	)	$	5.83
Vested (Restricted Stock and Unit)	(292,608	)	$	7.41
Vested (Restricted Stock and LTIP Unit Awards)	(678,212	)	$	10.69
Outstanding at December 31, 2013 (Restricted Stock and Unit and LTIP Unit Award)	1,281,221		$	9.72
Outstanding at December 31, 2014 (Restricted Stock and LTIP Unit Awards)	816,718		$	12.68

1614. Derivatives

Our objectives in using ~~interest rate~~ derivatives are to add stability to interest expense ~~or preferred stock dividends~~ and to manage our cash flow volatility and exposure to interest rate movements. To accomplish this objective, we primarily use interest rate ~~swaps~~protection agreements as part of our interest rate risk management strategy. Interest rate ~~swaps~~protection agreements designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

~~Our~~In ~~Series F~~connection ~~Preferred~~with ~~Units~~origination ~~are subject to a coupon rate reset. The coupon rate resets every quarter at 2.375% plus the greater~~ of i) the ~~30 year~~Unsecured ~~Treasury~~Term ~~CMT~~Loan ~~Rate,~~(see ~~ii) the~~Note ~~10 year Treasury CMT Rate or iii~~6) ~~3-month LIBOR. For the fourth quarter of 2013~~, ~~the~~during ~~new~~January ~~coupon rate was 6.065%. In October 2008~~2014, we entered into anfour interest rate ~~swap~~protection ~~agreement~~agreements, with aan aggregate notional value of $50200,000, to ~~mitigate~~manage our exposure to ~~floating~~changes ~~interest~~in ~~rates related to~~ the ~~forecasted~~one ~~reset~~month ~~rate~~LIBOR ~~of the coupon~~ rate ~~of our Series F Preferred Units~~ (the ~~"Series F~~“Group ~~Agreement"~~I Swaps”). ~~This~~The ~~Series F~~Group ~~Agreement~~I ~~fixes~~Swaps fix the 30LIBOR ~~year Treasury CMT~~ rate at ~~5.2175%.~~a ~~Accounting~~weighted ~~guidance~~average ~~for derivatives~~rate ~~does not permit hedge accounting treatment related to equity instruments and therefore the mark-to-market gains or losses related to this agreement are recorded in the statement~~ of ~~operations~~2.29% ~~For the years ended December 31, 2013~~ and ~~2012,~~mature ~~gains~~on ofJanuary ~~$52 and losses of $328~~29, ~~respectively, are recognized as mark-to-market gain (loss) on interest rate protection agreements~~2021.We ~~Quarterly~~designated ~~payments are treated as a component of~~ the ~~mark-to-market~~Group ~~gains~~I orSwaps ~~losses~~as ~~and~~cash ~~totaled~~flow ~~$774 and $1,169 for the years ended December 31, 2013 and 2012, respectively~~hedges. ~~The Series F Agreement matured on October 1, 2013.~~

~~The~~In ~~effective~~order ~~portion~~to ofmaintain ~~changes~~our inflexibility ~~the~~to ~~fair~~pursue ~~value~~an offering of ~~derivatives~~unsecured ~~designated~~debt ~~and~~in ~~that~~the ~~qualify~~future, asduring ~~cash~~August ~~flow~~2014, ~~hedges~~we isentered ~~recorded~~into inthree ~~other~~interest ~~comprehensive~~rate ~~income~~protection ~~("OCI")~~agreements, ~~and~~with isan ~~subsequently~~aggregate ~~reclassified~~notional value of $220,000, to ~~earnings~~manage ~~through~~our ~~interest~~exposure ~~expense~~to ~~over~~changes in the ~~life~~three ofmonth LIBOR rate (the ~~derivative~~"Group orII

Units
Outstanding

Liquidation
Preference

Series F Preferred Units

Series G Preferred Units

Filing Compare · FIRST INDUSTRIAL LP