UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

Form 10-Q

_______________________________


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

For the quarterly period ended ~~September~~March 3031, ~~2022~~2023


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

For the transition period from to

Commission File Number: 1-13102 (First Industrial Realty Trust, Inc.)

333-21873 (First Industrial, L.P.)

_______________________________

FIRST INDUSTRIAL REALTY TRUST, INC.

FIRST INDUSTRIAL, L.P.

(Exact name of Registrant as specified in its Charter)

First Industrial Realty Trust, Inc.

Maryland

36-3935116

First Industrial, L.P.

Delaware

36-3924586

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1One N.North Wacker Drive, Suite 4200

Chicago, Illinois, 60606

(Address of principal executive offices, zip code)

(312) 344-4300

(Registrant's telephone number, including area code)

_______________________________

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

New York Stock Exchange

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.

First Industrial Realty Trust, Inc.

Yes

☑

☐

First Industrial, L.P.

Yes

☑

☐

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).

First Industrial Realty Trust, Inc.

Yes

☑

☐

First Industrial, L.P.

Yes

☑

☐

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

First Industrial Realty Trust, Inc.:

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

First Industrial, L.P.:

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

First Industrial Realty Trust, Inc.

Yes

☐

First Industrial, L.P.

Yes

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

First Industrial Realty Trust, Inc.

Yes

☐

☑

First Industrial, L.P.

Yes

☐

☑

At ~~October~~April 21, ~~2022~~2023, 132,~~135~~243,~~103~~163 shares of First Industrial Realty Trust, Inc.'s Common Stock, $0.01 par value, were outstanding.

EXPLANATORY NOTE

This report combines the Quarterly Reports on Form 10-Q for the period ended ~~September~~March 3031, ~~2022~~2023 of First Industrial Realty Trust, Inc., a Maryland corporation (the "Company"), and First Industrial, L.P., a Delaware limited partnership (the "Operating Partnership"). Unless stated otherwise or the context otherwise requires, the terms "we," "our" and "us" refer to the Company and its subsidiaries, including the Operating Partnership and its consolidated subsidiaries.

The Company is a real estate investment trust and the general partner of the Operating Partnership. At ~~September~~March 3031, ~~2022~~2023, the Company owned an approximate 97.75% common general partnership interest in the Operating Partnership. The remaining approximate 2.35% common limited partnership interests in the Operating Partnership are owned by limited partners. The limited partners of the Operating Partnership ~~are~~primarily include persons or entities who contributed their direct or indirect interests in properties to the Operating Partnership in exchange for limited partnership interests in the Operating Partnership and recipients of RLP Units (as defined in Note 6 to the Consolidated Financial Statements) of the Operating Partnership pursuant to the Company's stock incentive plan. As the sole general partner of the Operating Partnership, the Company exercises exclusive and complete discretion over the Operating Partnership's day-to-day management and control and can cause it to enter into certain major transactions, including acquisitions, dispositions and refinancings. The management of the Company consists of the same members as the management of the Operating Partnership.

The Company and the Operating Partnership are managed and operated as one enterprise. The financial results of the Operating Partnership are consolidated into the financial statements of the Company. The Company has no significant assets other than its investment in the Operating Partnership. Substantially all of the Company's assets are held by, and its operations are conducted through, the Operating Partnership and its subsidiaries. Therefore, the assets and liabilities of the Company and the Operating Partnership are substantially the same.

We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how the Company and the Operating Partnership operate as an interrelated, consolidated company. The main areas of difference between the consolidated financial statements of the Company and those of the Operating Partnership are:

•Equity, Noncontrolling Interest and Partners' Capital. The 2.35% equity interest in the Operating Partnership held by persons or entities other than the Company is classified within partners' capital in the Operating Partnership's financial statements and as a noncontrolling interest in the Company's financial statements.

•Relationship to Other Real Estate Partnerships. The Company's operations are conducted primarily through the Operating Partnership and its subsidiaries, although operations are also conducted through several other limited partnerships, which are referred to as the "Other Real Estate Partnerships." The Operating Partnership is a limited partner, holding at least a 99% interest, and the Company is a general partner, holding at least a .01% general partnership interest through several separate wholly-owned corporations, in each of the Other Real Estate Partnerships. The Other Real Estate Partnerships are variable interest entities that both the Company and the Operating Partnership consolidate. The Company's direct general partnership interest in the Other Real Estate Partnerships is reflected as noncontrolling interest within the Operating Partnership's financial statements.

•Relationship to Service Subsidiary. The Company has a direct wholly-owned subsidiary that does not own any real estate but provides services to various other entities owned by the Company. Since the Operating Partnership does not have an ownership interest in this entity, its operations are reflected in the consolidated results of the Company but not the Operating Partnership. Also, this entity owes certain amounts to the Operating Partnership, for which a receivable is included on the Operating Partnership's balance sheet but is eliminated on the Company's consolidated balance sheet, since both this entity and the Operating Partnership are fully consolidated by the Company.

We believe combining the Company's and Operating Partnership's quarterly reports into this single report results in the following benefits:

•enhances investors' understanding of the Company and the Operating Partnership by enabling them to view the business as a whole and in the same manner as management views and operates the business;

•creates time and cost efficiencies through the preparation of one combined report instead of two separate reports; and

•eliminates duplicative disclosures and provides a more streamlined and readable presentation for our investors to review since a substantial portion of the Company's disclosure applies to both the Company and the Operating Partnership.

To help investors understand the differences between the Company and the Operating Partnership, this report provides the following disclosures for each of the Company and the Operating Partnership:

•consolidated financial statements;

•a single set of consolidated notes to such financial statements that includes separate discussions of each entity's stockholders' equity or partners' capital, as applicable; and

•a combined Management's Discussion and Analysis of Financial Condition and Results of Operations section that includes distinct information related to each entity.

This report also includes separate Part I, Item 4, Controls and Procedures sections and separate Exhibit 31 and 32 certifications for the Company and the Operating Partnership in order to establish that the requisite certifications have been made and that the Company and the Operating Partnership are both compliant with Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

FORM 10-Q

FOR THE PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2022~~2023

INDEX

		Page
PART I: FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	First Industrial Realty Trust, Inc.
	Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	3
	Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	4
	Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021	5
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2023 and 2022	5
	Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2022 and 2021	6
	Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2023 and 2022	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	8
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	7
	First Industrial, L.P.
	Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	10
	Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	9
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	11
	Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	10
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2022 and 2021	12
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2023 and 2022	11
	Consolidated Statements of Changes in Partners' Capital for the Three and Nine Months Ended September 30, 2022 and 2021	13
	Consolidated Statements of Changes in Partners' Capital for the Three Months Ended March 31, 2023 and 2022	12
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	15
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	13
	First Industrial Realty Trust, Inc. and First Industrial, L.P.
	Notes to the Consolidated Financial Statements	1715
	1. Organization	1715
	2. Summary of Significant Accounting Policies	1816
	3. Investment in Real Estate	1916
	4. Indebtedness	2017
	5. Variable Interest Entities	2219
	6. Equity of the Company and Partners' Capital of the Operating Partnership	2420
	7. Accumulated Other Comprehensive Income	2521
	8. Earnings Per Share and Earnings Per Unit ("EPS"/"EPU")	2622
	9. Long-Term Compensation	2723
	10. Derivative Instruments	2824
	11. Related Party Transactions	2925
	12. Commitments and Contingencies	2925
	13. Subsequent Events	2925
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3026
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4640
Item 4.	Controls and Procedures	4640
PART II: OTHER INFORMATION		4741
Item 1.	Legal Proceedings	4741
Item 1A.	Risk Factors	4741
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4741
Item 3.	Defaults Upon Senior Securities	4741
Item 4.	Mine Safety Disclosures	4741
Item 5.	Other Information	4741
Item 6.	Exhibits	4741
EXHIBIT INDEX		4842
SIGNATURES		4943

PART I: FINANCIAL INFORMATION


Item 1.			Financial Statements

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	September 30, 2022		December 31, 2021
	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Assets:
Investment in Real Estate:
Land	$	1,~~613~~648,~~503~~867	$	1,~~387~~646,~~198~~179
Buildings and Improvements	3,~~354~~487,~~342~~413		3,~~020~~442,~~221~~957
Construction in Progress	265,~~753~~720		~~239~~253,~~025~~903
Less: Accumulated Depreciation	(~~909~~946,~~282~~767)		(~~868~~921,~~296~~480)
Net Investment in Real Estate	4,~~324~~455,~~316~~233		34,~~778~~421,~~148~~559
Operating Lease Right-of-Use Assets	24,~~332~~283		24,~~927~~580
Cash and Cash Equivalents	~~147~~65,~~255~~835		58133,~~591~~244
Restricted Cash	45,~~580~~864		~~189~~11,874
Tenant Accounts Receivable	59,~~195~~190		57,~~104~~135
Investment in Joint Venture	933,~~452~~943		368,~~049~~822
Deferred Rent Receivable	~~114~~128,~~313~~442		98122,~~727~~918
Deferred Leasing Intangibles, Net	25,341		21,316
Prepaid Expenses and Other Assets, Net	228,062		224,190
Prepaid Expenses and Other Assets, Net	209,608		156,047
Total Assets	$	4,950,852	$	4,954,322
Total Assets	$	4,864,392	$	4,179,098
LIABILITIES AND EQUITY
Liabilities:
Indebtedness:
Mortgage Loans Payable, Net	$	10,377	$	79,674
Mortgage Loan Payable	$	10,220	$	10,299
Senior Unsecured Notes, Net	993,~~562~~922		993,~~021~~742
Unsecured Term Loans, Net	~~619~~919,~~061~~662		~~458~~919,~~325~~260
Unsecured Credit Facility	~~357~~157,000		79143,000
Accounts Payable, Accrued Expenses and Other Liabilities	~~216~~174,~~347~~222		~~153~~194,~~096~~031
Operating Lease Liabilities	2221,~~011~~995		22,~~592~~266
Deferred Leasing Intangibles, Net	15,616		9,252
Rents Received in Advance and Security Deposits	101,805		100,166
Rents Received in Advance and Security Deposits	103,180		98,588
Dividends and Distributions Payable	44,061		41,259
Dividends and Distributions Payable	40,794		37,178
Total Liabilities	2,422,887		2,424,023
Total Liabilities	2,377,948		1,930,726
Commitments and Contingencies (see Note 12)
Commitments and Contingencies	—		—
Equity:
First Industrial Realty Trust Inc.'s Equity:
Common Stock ($0.01 par value, 225,000,000 shares authorized and 132,135,103 and 131,747,725 shares issued and outstanding)	1,321		1,317
Common Stock ($0.01 par value, 225,000,000 shares authorized and 132,241,965 and 132,141,503 shares issued and outstanding)	1,322		1,321
Additional Paid-in Capital	2,~~397~~400,~~977~~269		2,~~376~~401,~~026~~334
Distributions in Excess of Accumulated Earnings	(19,757)		(178,293)
Retained Earnings	35,987		23,131
Accumulated Other Comprehensive Income (Loss)	36,390		(4,238)
Accumulated Other Comprehensive Income	20,732		33,412
Total First Industrial Realty Trust, Inc.'s Equity	2,~~415~~458,~~931~~310		2,~~194~~459,~~812~~198
Noncontrolling Interests	7069,~~513~~655		5371,~~560~~101
Total Equity	2,~~486~~527,~~444~~965		2,~~248~~530,~~372~~299
Total Liabilities and Equity	$	4,~~864~~950,~~392~~852	$	4,~~179~~954,~~098~~322

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

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)

	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Revenues:
Lease Revenue	$	~~137~~146,~~744~~606	$	~~120~~124,~~323~~912	$	~~391,613~~	$	~~352,754~~
Joint Venture Fees	~~438~~1,073		6037		~~512~~		~~290~~
Other Revenue	1,~~571~~744		~~699~~564		~~3,190~~		~~1,695~~
Total Revenues	~~139~~149,~~753~~423		~~121~~125,~~082~~513		~~395,315~~		~~354,739~~
Expenses:
Property Expenses	3542,~~775~~182		3335,~~396~~415		~~106,050~~		~~98,386~~
General and Administrative	89,~~227~~354		8,~~598~~741		~~25,217~~		~~25,631~~
Joint Venture Development Services Expense	~~318~~784		—		~~318~~		—
Depreciation and Other Amortization	3839,~~332~~772		33,~~143~~910		~~108,712~~		~~97,564~~
Total Expenses	8292,~~652~~092		7578,~~137~~066		~~240,297~~		~~221,581~~
Other Income (Expense):
Gain on Sale of Real Estate	83,907		8,879		84,204		66,378
Interest Expense	(16,119)		(9,636)
Interest Expense	(13,094)		(9,849)		(33,104)		(34,374)
Amortization of Debt Issuance Costs	(904)		(756)
Amortization of Debt Issuance Costs	(801)		(782)		(2,287)		(2,666)
Total Other Income (Expense)	(17,023)		(10,392)
Total Other Income (Expense)	70,012		(1,752)		48,813		29,338
Income from Operations Before Equity in Income (Loss) of Joint Venture and Income Tax (Provision) Benefit	40,308		37,055
Income from Operations Before Equity in (Loss) Income of Joint Ventures and Income Tax Provision	127,113		44,193		203,831		162,496
Equity in Income (Loss) of Joint Venture	27,634		(22)
Equity in (Loss) Income of Joint Ventures	(7)		(15)		118,182		(154)
Income Tax (Provision) Benefit	(7,167)		90
Income Tax Provision	(231)		(759)		(24,339)		(2,179)
Net Income	60,775		37,123
Net Income	126,875		43,419		297,674		160,163
Less: Net Income Attributable to the Noncontrolling Interests	(4,808)		(865)
Less: Net Income Attributable to the Noncontrolling Interests	(2,987)		(973)		(20,537)		(3,583)
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	55,967	$	36,258
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	123,888	$	42,446	$	277,137	$	156,580
Basic and Diluted Earnings Per Share:
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders	$	0.9442	$	0.3327	$	~~2.10~~	$	~~1.21~~
Weighted Average Shares Outstanding - Basic	132,~~092~~211		~~129~~131,~~633~~811		~~131,986~~		~~129,275~~
Weighted Average Shares Outstanding - Diluted	132,~~176~~299		~~129~~131,~~722~~885		~~132,057~~		~~129,362~~

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

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in thousands)

Three Months Ended September 30, 2022

Three Months Ended September 30, 2021

Nine Months Ended September 30, 2022

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2023

Three Months Ended March 31, 2022

Net Income

~~126~~60,~~875~~775

4337,~~419~~123

~~297,674~~

~~160,163~~

Mark-to-Market Gain on Derivative Instruments

24,466

1,583

41,257

8,425

Mark-to-Market (Loss) Gain on Derivative Instruments

(13,020)

11,095

Amortization of Derivative Instruments

~~103~~102

~~308~~

Comprehensive Income

~~151~~47,~~444~~857

4548,~~105~~320

~~339,239~~

~~168,896~~

Comprehensive Income Attributable to Noncontrolling Interests

(34,~~555~~482)

(1,~~011~~127)

~~(21,501)~~

~~(3,779)~~

Comprehensive Income Attributable to First Industrial Realty Trust, Inc.

~~147~~43,~~889~~375

4447,~~094~~193

~~317,738~~

~~165,117~~

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

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited; in thousands, except per share data)

Nine Months Ended September 30, 2022:	CommonStock		AdditionalPaid-inCapital		Distributionsin Excess ofAccumulatedEarnings		AccumulatedOtherComprehensive(Loss) Income		NoncontrollingInterests		Total
Three Months Ended March 31, 2023:	CommonStock		AdditionalPaid-inCapital		Retained Earnings		AccumulatedOtherComprehensive Income (Loss)		NoncontrollingInterests		Total
Balance as of December 31, 2021	$	1,317	$	2,376,026	$	(178,293)	$	(4,238)	$	53,560	$	2,248,372
Balance as of December 31, 2022	$	1,321	$	2,401,334	$	23,131	$	33,412	$	71,101	$	2,530,299
Net Income	—		—		3655,~~258~~967		—		~~865~~4,808		3760,~~123~~775
Other Comprehensive Income	—		—		—		10,935		262		11,197
Other Comprehensive Loss	—		—		—		(12,592)		(326)		(12,918)
Issuance of Common Stock, Net of Issuance Costs	2		12,744		—		—		—		12,746
Stock Based Compensation Activity	1		(412)		(710)		—		5,748		4,627
Stock Based Compensation Activity	1		(198)		(1,483)		—		4,401		2,721
Common Stock Dividends and Unit Distributions ($0.320 Per Share/Unit)	—		—		(42,401)		—		(1,059)		(43,460)
Common Stock Dividends and Unit Distributions ($0.295 Per Share/Unit)	—		—		(39,009)		—		(878)		(39,887)
Conversion of Limited Partner Units to Common Stock	—		513		—		—		(513)		—
Conversion of Limited Partner Units to Common Stock	—		36		—		—		(36)		—
Distributions to Noncontrolling Interests	—		—		—		—		(11,358)		(11,358)
Contributions from Noncontrolling Interests	—		—		—		—		103		103
Reallocation - Additional Paid-in Capital	—		(1,166)		—		—		1,166		—
Reallocation - Additional Paid-in Capital	—		12		—		—		(12)		—
Reallocation - Other Comprehensive Income	—		—		—		(88)		88		—
Reallocation - Other Comprehensive Income	—		—		—		6		(6)		—
Balance as of March 31, 2023	$	1,322	$	2,400,269	$	35,987	$	20,732	$	69,655	$	2,527,965
Balance as of March 31, 2022	$	1,320	$	2,388,620	$	(182,527)	$	6,703	$	58,259	$	2,272,375
Net Income	—		—		116,991		—		16,685		133,676
Other Comprehensive Income	—		—		—		5,665		134		5,799
Stock Based Compensation Activity	—		1,074		—		—		2,819		3,893
Common Stock Dividends and Unit Distributions ($0.295 Per Share/Unit)	—		—		(39,008)		—		(758)		(39,766)
Conversion of Limited Partner Units to Common Stock	1		1,234		—		—		(1,235)		—
Distributions to Noncontrolling Interests	—		—		—		—		(4,418)		(4,418)
Reallocation - Additional Paid-in-Capital	—		2,534		—		—		(2,534)		—
Reallocation - Other Comprehensive Income	—		—		—		3		(3)		—
Balance as of June 30, 2022	$	1,321	$	2,393,462	$	(104,544)	$	12,371	$	68,949	$	2,371,559
Net Income	—		—		123,888		—		2,987		126,875
Other Comprehensive Income	—		—		—		24,001		568		24,569
Stock Based Compensation Activity	—		1,127		—		—		2,457		3,584
Common Stock Dividends and Unit Distributions ($0.295 Per Share/Unit)	—		—		(39,101)		—		(1,042)		(40,143)
Conversion of Limited Partner Units to Common Stock	—		1,441		—		—		(1,441)		—
Reallocation - Additional Paid-in-Capital	—		1,947		—		—		(1,947)		—
Reallocation - Other Comprehensive Income	—		—		—		18		(18)		—
Balance as of September 30, 2022	$	1,321	$	2,397,977	$	(19,757)	$	36,390	$	70,513	$	2,486,444


Three Months Ended March 31, 2022:	Common Stock		Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interests		Total
Balance as of December 31, 2021	$	1,317	$	2,376,026	$	(178,293)	$	(4,238)	$	53,560	$	2,248,372
Net Income	—		—		36,258		—		865		37,123
Other Comprehensive Income	—		—		—		10,935		262		11,197
Issuance of Common Stock, Net of Issuance Costs	2		12,744		—		—		—		12,746
Stock Based Compensation Activity	1		(198)		(1,483)		—		4,401		2,721
Common Stock Dividends and Unit Distributions ($0.295 Per Share/Unit)	—		—		(39,009)		—		(878)		(39,887)
Conversion of Limited Partner Units to Common Stock	—		36		—		—		(36)		—

Contributions from Noncontrolling Interest	—		—		—		—		103		103
Reallocation - Additional Paid-in Capital	—		12		—		—		(12)		—
Reallocation - Other Comprehensive Income	—		—		—		6		(6)		—
Balance as of March 31, 2022	$	1,320	$	2,388,620	$	(182,527)	$	6,703	$	58,259	$	2,272,375

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Continued)

(Unaudited; in thousands, except per share data)

Nine Months Ended September 30, 2021:	CommonStock		AdditionalPaid-inCapital		Distributionsin Excess ofAccumulatedEarnings		AccumulatedOtherComprehensive(Loss) Income		NoncontrollingInterests		Total
Balance as of December 31, 2020	$	1,290	$	2,224,691	$	(306,294)	$	(16,953)	$	44,586	$	1,947,320
Net Income	—		—		62,198		—		1,385		63,583
Other Comprehensive Income	—		—		—		6,607		148		6,755
Stock Based Compensation Activity	1		(1,347)		(2,294)		—		2,585		(1,055)
Common Stock Dividends and Unit Distributions ($0.270 Per Share/Unit)	—		—		(34,933)		—		(785)		(35,718)
Conversion of Limited Partner Units to Common Stock	—		22		—		—		(22)		—
Reallocation - Additional Paid-in Capital	—		(2,110)		—		—		2,110		—
Reallocation - Other Comprehensive Income	—		—		—		34		(34)		—
Balance as of March 31, 2021	$	1,291	$	2,221,256	$	(281,323)	$	(10,312)	$	49,973	$	1,980,885
Net Income	—		—		51,936		—		1,225		53,161
Other Comprehensive Income	—		—		—		282		10		292
Stock Based Compensation Activity	—		1,023		—		—		2,428		3,451
Common Stock Dividends and Unit Distributions ($0.270 Per Share/Unit)	—		—		(34,930)		—		(811)		(35,741)
Reallocation - Additional Paid-in-Capital	—		2,282		—		—		(2,282)		—
Reallocation - Other Comprehensive Income	—		—		—		4		(4)		—
Balance as of June 30, 2021	$	1,291	$	2,224,561	$	(264,317)	$	(10,026)	$	50,539	$	2,002,048
Net Income	—		—		42,446		—		973		43,419
Other Comprehensive Income	—		—		—		1,648		38		1,686
Issuance of Common Stock, Net of Issuance Costs	11		58,800		—		—		—		58,811
Stock Based Compensation Activity	—		1,080		—		—		2,428		3,508
Common Stock Dividends and Unit Distributions ($0.270 Per Share/Unit)	—		—		(35,221)		—		(669)		(35,890)
Conversion of Limited Partner Units to Common Stock	1		1,364		—		—		(1,365)		—
Reallocation - Additional Paid-in-Capital	—		1,427		—		—		(1,427)		—
Reallocation - Other Comprehensive Income	—		—		—		(8)		8		—
Balance as of September 30, 2021	$	1,303	$	2,287,232	$	(257,092)	$	(8,386)	$	50,525	$	2,073,582

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


FIRST INDUSTRIAL REALTY TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)
	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	60,775	$	37,123
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	31,650		28,159
Amortization of Debt Issuance Costs	904		756
Other Amortization, Including Equity Based Compensation	7,502		8,330


Equity in (Income) Loss of Joint Venture	(27,634)		22
Distributions from the Joint Venture	5,208		—





Straight-line Rental Income and Expense, Net	(5,498)		(4,247)

Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(12,357)		(8,692)

Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	9,768		(1,553)

Net Cash Provided by Operating Activities	70,318		59,898
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(5,559)		(83,391)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(94,336)		(115,666)



Contributions to and Investments in Joint Venture	(2,973)		(1,383)


Increase in Escrow Deposits and Other Investing Activity	(1,260)		(2,580)
Net Cash Used in Investing Activities	(104,128)		(203,020)
CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs	—		(7)
Proceeds from the Issuance of Common Stock, Net of Underwriter's Discount	—		12,823

Tax Paid on Vested Equity Compensation	(2,459)		(2,942)
Common Stock Dividends and Unit Distributions Paid	(39,713)		(36,206)

Repayments on Mortgage Loans Payable	(79)		(784)





Proceeds from Unsecured Credit Facility	80,000		168,000
Repayments on Unsecured Credit Facility	(66,000)		(12,000)
Contributions from Noncontrolling Interests	—		103
Distributions to Noncontrolling Interests	(11,358)		—

Net Cash (Used in) Provided by Financing Activities	(39,609)		128,987
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(73,419)		(14,135)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	145,118		58,780
Cash, Cash Equivalents and Restricted Cash, End of Period	$	71,699	$	44,645

FIRST INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited; in thousands)
FIRST INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)(Unaudited; in thousands)
	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Net Income	$	297,674	$	160,163
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment	$	3,981	$	4,069
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Cash Paid for Operating Lease Liabilities	$	861	$	807
Depreciation	88,286		80,309
Supplemental Schedule of Non-Cash Operating Activities:
Amortization of Debt Issuance Costs	2,287		2,666
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	56	$	—
Other Amortization, including Equity Based Compensation	24,779		23,861
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Equity in (Income) Loss of Joint Ventures	(118,182)		154
Common Stock Dividends and Unit Distributions Payable	$	44,061	$	40,298
Distributions from Joint Ventures	118,027		—
Exchange of Limited Partnership Units for Common Stock:
Gain on Sale of Real Estate	(84,204)		(66,378)
Noncontrolling Interests	$	(513)	$	(36)
Straight-line Rental Income and Expense, Net	(16,895)		(12,826)
Common Stock	—		—
Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(6,917)		(5,348)
Additional Paid-in Capital	513		36
Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	41,167		13,836
Total	$	—	$	—
Net Cash Provided by Operating Activities	346,022		196,437
Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	1	$	151
CASH FLOWS FROM INVESTING ACTIVITIES:
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	60,410	$	105,390
Acquisitions of Real Estate	(272,508)		(224,954)
Tenant Improvements Funded by Tenant	$	2,528	$	—
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(384,004)		(197,980)
Write-off of Fully Depreciated Assets	$	(10,331)	$	(5,428)
Net Proceeds from Sales of Investments in Real Estate	122,516		114,644
Contributions to and Investments in Joint Ventures	(2,798)		(1,321)
Distributions from Joint Ventures	29,363		21,407
Increase in Escrow Deposits and Other Investing Activity	(4,036)		(3,398)
Net Cash Used in Investing Activities	(511,467)		(291,602)
CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs	(5,060)		(6,365)
Proceeds from the Issuance of Common Stock, Net of Underwriter's Discount	12,823		59,008
Tax Paid on Vested Equity Compensation	(2,942)		(5,126)
Common Stock Dividends and Unit Distributions Paid	(115,619)		(103,893)
Repayments on Mortgage Loans Payable	(69,387)		(61,097)
Proceeds from Unsecured Term Loans	165,000		—
Proceeds from Unsecured Credit Facility	600,000		159,000
Repayments on Unsecured Credit Facility	(322,000)		(85,000)
Contributions from Noncontrolling Interests	103		—
Distributions to Noncontrolling Interests	(4,418)		—
Net Cash Provided by (Used in) Financing Activities	258,500		(43,473)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	93,055		(138,638)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	58,780		199,658
Cash, Cash Equivalents and Restricted Cash, End of Period	$	151,835	$	61,020

FIRST INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)(Unaudited; in thousands)
	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment	$	12,551	$	8,150
Cash Paid for Operating Lease Liabilities	$	2,571	$	2,407
Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	366	$	354
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Common Stock Dividends and Unit Distributions Payable	$	40,794	$	36,701
Exchange of Limited Partnership Units for Common Stock:
Noncontrolling Interests	$	(2,712)	$	(1,387)
Common Stock	1		1
Additional Paid-in Capital	2,711		1,386
Total	$	—	$	—
Assumption of Other Assets in Connection with the Acquisition of Real Estate	$	—	$	3,611
Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	2,085	$	3,451
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	112,739	$	66,092
Tenant Improvements Funded by Tenant	$	1,680	$	16,239
Write-off of Fully Depreciated Assets	$	(28,686)	$	(25,106)

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands, except Unit data)

	September 30, 2022		December 31, 2021
	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Assets:
Investment in Real Estate:
Land	$	1,~~613~~648,~~503~~867	$	1,~~387~~646,~~198~~179
Buildings and Improvements	3,~~354~~487,~~342~~413		3,~~020~~442,~~221~~957
Construction in Progress	265,~~753~~720		~~239~~253,~~025~~903
Less: Accumulated Depreciation	(~~909~~946,~~282~~767)		(~~868~~921,~~296~~480)
Net Investment in Real Estate (including $306,653 and $277,984 related to consolidated variable interest entities, see Note 5)	4,324,316		3,778,148
Net Investment in Real Estate (including $311,953 and $313,245 related to consolidated variable interest entities, see Note 5)	4,455,233		4,421,559
Operating Lease Right-of-Use Assets	24,~~332~~283		24,~~927~~580
Cash and Cash Equivalents	~~147~~65,~~255~~835		58133,~~591~~244
Restricted Cash	45,~~580~~864		~~189~~11,874
Tenant Accounts Receivable	59,~~195~~190		57,~~104~~135
Investment in Joint Venture	933,~~452~~943		368,~~049~~822
Deferred Rent Receivable	~~114~~128,~~313~~442		98122,~~727~~918
Deferred Leasing Intangibles, Net	25,341		21,316
Prepaid Expenses and Other Assets, Net	237,343		233,471
Prepaid Expenses and Other Assets, Net	218,900		165,282
Total Assets	$	4,960,133	$	4,963,603
Total Assets	$	4,873,684	$	4,188,333
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Indebtedness:
Mortgage Loans Payable, Net	$	10,377	$	79,674
Mortgage Loan Payable	$	10,220	$	10,299
Senior Unsecured Notes, Net	993,~~562~~922		993,~~021~~742
Unsecured Term Loans, Net	~~619~~919,~~061~~662		~~458~~919,~~325~~260
Unsecured Credit Facility	~~357~~157,000		79143,000
Accounts Payable, Accrued Expenses and Other Liabilities	~~216~~174,~~347~~222		~~153~~194,~~096~~031
Operating Lease Liabilities	2221,~~011~~995		22,~~592~~266
Deferred Leasing Intangibles, Net	15,616		9,252
Rents Received in Advance and Security Deposits	101,805		100,166
Rents Received in Advance and Security Deposits	103,180		98,588
Distributions Payable	44,061		41,259
Distributions Payable	40,794		37,178
Total Liabilities	2,422,887		2,424,023
Total Liabilities	2,377,948		1,930,726
Commitments and Contingencies (see Note 12)
Commitments and Contingencies	—		—
Partners' Capital:
First Industrial, L.P.'s Partners' Capital:
General Partner Units (132,135,103 and 131,747,725 units outstanding)	2,351,482		2,175,549
General Partner Units (132,241,965 and 132,141,503 units outstanding)	2,408,539		2,395,601
Limited Partners Units (3,062,166 and 2,935,203 units outstanding)	91,963		81,435
Limited Partners Units (3,410,233 and 3,055,766 units outstanding)	100,638		95,015
Accumulated Other Comprehensive Income (Loss)	37,234		(4,331)
Accumulated Other Comprehensive Income	21,268		34,186
Total First Industrial L.P.'s Partners' Capital	2,~~480~~530,~~679~~445		2,~~252~~524,~~653~~802
Noncontrolling Interests	156,~~057~~801		414,~~954~~778
Total Partners' Capital	2,~~495~~537,~~736~~246		2,~~257~~539,~~607~~580
Total Liabilities and Partners' Capital	$	4,~~873~~960,~~684~~133	$	4,~~188~~963,~~333~~603

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

109

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per Unit data)

	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Revenues:
Lease Revenue	$	~~137~~146,~~744~~606	$	~~120~~124,~~323~~912	$	~~391,613~~	$	~~352,754~~
Joint Venture Fees	~~438~~1,073		6037		~~512~~		~~290~~
Other Revenue	1,~~571~~744		~~699~~564		~~3,190~~		~~1,695~~
Total Revenues	~~139~~149,~~753~~423		~~121~~125,~~082~~513		~~395,315~~		~~354,739~~
Expenses:
Property Expenses	3542,~~775~~182		3335,~~396~~415		~~106,050~~		~~98,386~~
General and Administrative	89,~~227~~354		8,~~598~~741		~~25,217~~		~~25,631~~
Joint Venture Development Services Expense	~~318~~784		—		~~318~~		—
Depreciation and Other Amortization	3839,~~332~~772		33,~~143~~910		~~108,712~~		~~97,564~~
Total Expenses	8292,~~652~~092		7578,~~137~~066		~~240,297~~		~~221,581~~
Other Income (Expense):
Gain on Sale of Real Estate	83,907		8,879		84,204		66,378
Interest Expense	(16,119)		(9,636)
Interest Expense	(13,094)		(9,849)		(33,104)		(34,374)
Amortization of Debt Issuance Costs	(904)		(756)
Amortization of Debt Issuance Costs	(801)		(782)		(2,287)		(2,666)
Total Other Income (Expense)	(17,023)		(10,392)
Total Other Income (Expense)	70,012		(1,752)		48,813		29,338
Income from Operations Before Equity in Income (Loss) of Joint Venture and Income Tax (Provision) Benefit	40,308		37,055
Income from Operations Before Equity in (Loss) Income of Joint Ventures and Income Tax Provision	127,113		44,193		203,831		162,496
Equity in Income (Loss) of Joint Venture	27,634		(22)
Equity in (Loss) Income of Joint Ventures	(7)		(15)		118,182		(154)
Income Tax (Provision) Benefit	(7,167)		90
Income Tax Provision	(231)		(759)		(24,339)		(2,179)
Net Income	60,775		37,123
Net Income	126,875		43,419		297,674		160,163
Less: Net Income Attributable to the Noncontrolling Interests	(3,381)		(18)
Less: Net Income Attributable to the Noncontrolling Interests	(86)		(20)		(14,361)		(59)
Net Income Available to Unitholders and Participating Securities	$	57,394	$	37,105
Net Income Available to Unitholders and Participating Securities	$	126,789	$	43,399	$	283,313	$	160,104
Basic Earnings Per Unit:
Net Income Available to Unitholders	$	0.9443	$	0.3328	$	~~2.11~~	$	~~1.22~~
Diluted Earnings Per Unit:
Net Income Available to Unitholders	$	0.9442	$	0.3328	$	~~2.10~~	$	~~1.21~~
Weighted Average Units Outstanding - Basic	134,~~282~~686		~~131~~134,~~668~~073		~~134,212~~		~~131,345~~
Weighted Average Units Outstanding - Diluted	~~134~~135,~~761~~231		~~132~~134,~~178~~495		~~134,616~~		~~131,841~~

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

1110

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in thousands)

Three Months Ended September 30, 2022

Three Months Ended September 30, 2021

Nine Months Ended September 30, 2022

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2023

Three Months Ended March 31, 2022

Net Income

~~126~~60,~~875~~775

4337,~~419~~123

~~297,674~~

~~160,163~~

Mark-to-Market Gain on Derivative Instruments

24,466

1,583

41,257

8,425

Mark-to-Market (Loss) Gain on Derivative Instruments

(13,020)

11,095

Amortization of Derivative Instruments

~~103~~102

~~308~~

Comprehensive Income

~~151~~47,~~444~~857

4548,~~105~~320

~~339,239~~

~~168,896~~

Comprehensive Income Attributable to Noncontrolling Interests

(863,381)

(2018)

~~(14,361)~~

~~(59)~~

Comprehensive Income Attributable to Unitholders

~~151~~44,~~358~~476

4548,~~085~~302

~~324,878~~

~~168,837~~

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

1211

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

(Unaudited; in thousands, except per Unit data)

Nine Months Ended September 30, 2022:	GeneralPartnerUnits		LimitedPartnerUnits		AccumulatedOtherComprehensive(Loss) Income		Noncontrolling Interests		Total
Three Months Ended March 31, 2023:	GeneralPartnerUnits		LimitedPartnerUnits		AccumulatedOtherComprehensiveIncome (Loss)		Noncontrolling Interests		Total
Balance as of December 31, 2021	$	2,175,549	$	81,435	$	(4,331)	$	4,954	$	2,257,607
Balance as of December 31, 2022	$	2,395,601	$	95,015	$	34,186	$	14,778	$	2,539,580
Net Income	3655,~~237~~947		~~868~~1,447		—		183,381		3760,~~123~~775
Other Comprehensive Income	—		—		11,197		—		11,197
Other Comprehensive Loss	—		—		(12,918)		—		(12,918)
Contribution of General Partner Units, Net of Issuance Costs	12,746		—		—		—		12,746
Stock Based Compensation Activity	(1,121)		5,748		—		—		4,627
Stock Based Compensation Activity	(1,680)		4,401		—		—		2,721
Unit Distributions ($0.320 Per Unit)	(42,401)		(1,059)		—		—		(43,460)
Unit Distributions ($0.295 Per Unit)	(39,009)		(878)		—		—		(39,887)
Conversion of Limited Partner Units to General Partner Units	513		(513)		—		—		—
Conversion of Limited Partner Units to General Partner Units	36		(36)		—		—		—
Contributions from Noncontrolling Interests	—		—		—		112		112
Distributions to Noncontrolling Interests	—		—		—		(40)		(40)
Balance as of March 31, 2022	$	2,183,879	$	85,790	$	6,866	$	5,044	$	2,281,579
Net Income	116,969		2,450		—		14,257		133,676
Other Comprehensive Income	—		—		5,799		—		5,799
Stock Based Compensation Activity	1,074		2,819		—		—		3,893
Unit Distributions ($0.295 Per Unit)	(39,008)		(758)		—		—		(39,766)
Conversion of Limited Partner Units to General Partner Units	1,235		(1,235)		—		—		—
Contributions from Noncontrolling Interests	—		—		—		1		1
Distributions to Noncontrolling Interests	—		—		—		(411,~~449~~359)		(411,~~449~~359)
Balance as of June 30, 2022	$	2,264,149	$	89,066	$	12,665	$	14,853	$	2,380,733
Balance as of March 31, 2023	$	2,408,539	$	100,638	$	21,268	$	6,801	$	2,537,246
Net Income	123,866		2,923		—		86		126,875
Other Comprehensive Income	—		—		24,569		—		24,569
Stock Based Compensation Activity	1,127		2,457		—		—		3,584
Unit Distributions ($0.295 Per Unit)	(39,101)		(1,042)		—		—		(40,143)
Conversion of Limited Partner Units to General Partner Units	1,441		(1,441)		—		—		—
Contributions from Noncontrolling Interests	—		—		—		129		129
Distributions to Noncontrolling Interests	—		—		—		(11)		(11)
Balance as of September 30, 2022	$	2,351,482	$	91,963	$	37,234	$	15,057	$	2,495,736


Three Months Ended March 31, 2022:	General Partner Units		Limited Partner Units		Accumulated Other Comprehensive (Loss) Income		Noncontrolling Interests		Total
Balance as of December 31, 2021	$	2,175,549	$	81,435	$	(4,331)	$	4,954	$	2,257,607
Net Income	36,237		868		—		18		37,123
Other Comprehensive Income	—		—		11,197		—		11,197
Contribution of General Partner Units, Net of Issuance Costs	12,746		—		—		—		12,746
Stock Based Compensation Activity	(1,680)		4,401		—		—		2,721
Unit Distributions ($0.295 Per Unit)	(39,009)		(878)		—		—		(39,887)
Conversion of Limited Partner Units to General Partner Units	36		(36)		—		—		—

Contributions from Noncontrolling Interests	—		—		—		112		112
Distributions to Noncontrolling Interests	—		—		—		(40)		(40)
Balance as of March 31, 2022	$	2,183,879	$	85,790	$	6,866	$	5,044	$	2,281,579

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


FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in thousands)
	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	60,775	$	37,123
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	31,650		28,159
Amortization of Debt Issuance Costs	904		756
Other Amortization, Including Equity Based Compensation	7,502		8,330


Equity in (Income) Loss of Joint Venture	(27,634)		22
Distributions from the Joint Venture	5,208		—





Straight-line Rental Income and Expense, Net	(5,498)		(4,247)

Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(12,357)		(8,661)

Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	9,768		(1,553)

Net Cash Provided by Operating Activities	70,318		59,929
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(5,559)		(83,391)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(94,336)		(115,666)



Contributions to and Investments in the Joint Venture	(2,973)		(1,383)


Increase in Escrow Deposits and Other Investing Activity	(1,260)		(2,580)
Net Cash Used in Investing Activities	(104,128)		(203,020)
CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs	—		(7)
Contribution of General Partner Units	—		12,823

Tax Paid on Vested Equity Compensation	(2,459)		(2,942)
Unit Distributions Paid	(39,713)		(36,206)

Contributions from Noncontrolling Interests	1		112
Distributions to Noncontrolling Interests	(11,359)		(40)
Repayments on Mortgage Loans Payable	(79)		(784)




Proceeds from Unsecured Credit Facility	80,000		168,000
Repayments on Unsecured Credit Facility	(66,000)		(12,000)

Net Cash (Used in) Provided by Financing Activities	(39,609)		128,956
Net Decrease in Cash, Cash Equivalents and Restricted Cash	(73,419)		(14,135)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	145,118		58,780
Cash, Cash Equivalents and Restricted Cash, End of Period	$	71,699	$	44,645

FIRST INDUSTRIAL, L.P.


FIRST INDUSTRIAL, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited; in thousands)
	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment	$	3,981	$	4,069
Cash Paid for Operating Lease Liabilities	$	861	$	807
Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	56	$	—
Supplemental Schedule of Non-Cash Investing and Financing Activities:
General and Limited Partner Unit Distributions Payable	$	44,061	$	40,298

Exchange of Limited Partner Units for General Partner Units:
Limited Partner Units	$	(513)	$	(36)
General Partner Units	513		36
Total	$	—	$	—








Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	1	$	151
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	60,410	$	105,390
Tenant Improvements Funded by Tenant	$	2,528	$	—
Write-off of Fully Depreciated Assets	$	(10,331)	$	(5,428)

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (Continued)

(Unaudited; in thousands, except per Unit data)

Nine Months Ended September 30, 2021:	GeneralPartnerUnits		LimitedPartnerUnits		AccumulatedOtherComprehensive(Loss) Income		Noncontrolling Interests		Total
Balance as of December 31, 2020	$	1,898,635	$	70,435	$	(17,308)	$	4,928	$	1,956,690
Net Income	62,176		1,389		—		18		63,583
Other Comprehensive Income	—		—		6,755		—		6,755
Stock Based Compensation Activity	(3,640)		2,585		—		—		(1,055)
Unit Distributions ($0.270 Per Unit)	(34,933)		(785)		—		—		(35,718)
Conversion of Limited Partner Units to General Partner Units	22		(22)		—		—		—
Contributions from Noncontrolling Interests	—		—		—		29		29
Distributions to Noncontrolling Interests	—		—		—		(24)		(24)
Balance as of March 31, 2021	$	1,922,260	$	73,602	$	(10,553)	$	4,951	$	1,990,260
Net Income	51,913		1,227		—		21		53,161
Other Comprehensive Income	—		—		292		—		292
Stock Based Compensation Activity	1,023		2,428		—		—		3,451
Unit Distributions ($0.270 Per Unit)	(34,930)		(811)		—		—		(35,741)
Distributions to Noncontrolling Interests	—		—		—		(23)		(23)
Balance as of June 30, 2021	$	1,940,266	$	76,446	$	(10,261)	$	4,949	$	2,011,400
Net Income	42,424		975		—		20		43,419
Other Comprehensive Income	—		—		1,686		—		1,686
Contribution of General Partner Units, Net of Issuance Costs	58,811		—		—		—		58,811
Stock Based Compensation Activity	1,080		2,428		—		—		3,508
Unit Distributions ($0.270 Per Unit)	(35,221)		(669)		—		—		(35,890)
Conversion of Limited Partner Units to General Partner Units	1,365		(1,365)		—		—		—
Contributions from Noncontrolling Interests	—		—		—		6		6
Distributions to Noncontrolling Interests	—		—		—		(29)		(29)
Balance as of September 30, 2021	$	2,008,725	$	77,815	$	(8,575)	$	4,946	$	2,082,911

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

FIRST INDUSTRIAL, L.P.CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited; in thousands)
	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	297,674	$	160,163
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation	88,286		80,309
Amortization of Debt Issuance Costs	2,287		2,666
Other Amortization, including Equity Based Compensation	24,779		23,861
Equity in (Income) Loss of Joint Ventures	(118,182)		154
Distributions from Joint Ventures	118,027		—
Gain on Sale of Real Estate	(84,204)		(66,378)
Straight-line Rental Income and Expense, Net	(16,895)		(12,826)
Increase in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net	(6,974)		(5,307)
Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits	41,167		13,836
Net Cash Provided by Operating Activities	345,965		196,478
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of Real Estate	(272,508)		(224,954)
Additions to Investment in Real Estate and Non-Acquisition Tenant Improvements and Lease Costs	(384,004)		(197,980)
Net Proceeds from Sales of Investments in Real Estate	122,516		114,644
Contributions to and Investments in Joint Ventures	(2,798)		(1,321)
Distributions from Joint Ventures	29,363		21,407
Increase in Escrow Deposits and Other Investing Activity	(4,036)		(3,398)
Net Cash Used in Investing Activities	(511,467)		(291,602)
CASH FLOWS FROM FINANCING ACTIVITIES:
Financing and Equity Issuance Costs	(5,060)		(6,365)
Contribution of General Partner Units	12,823		59,008
Tax Paid on Vested Equity Compensation	(2,942)		(5,126)
Unit Distributions Paid	(115,619)		(103,893)
Contributions from Noncontrolling Interests	242		35
Distributions to Noncontrolling Interests	(4,500)		(76)
Repayments on Mortgage Loans Payable	(69,387)		(61,097)
Proceeds from Unsecured Term Loans	165,000		—
Proceeds from Unsecured Credit Facility	600,000		159,000
Repayments on Unsecured Credit Facility	(322,000)		(85,000)
Net Cash Provided by (Used in) Financing Activities	258,557		(43,514)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	93,055		(138,638)
Cash, Cash Equivalents and Restricted Cash, Beginning of Year	58,780		199,658
Cash, Cash Equivalents and Restricted Cash, End of Period	$	151,835	$	61,020

FIRST INDUSTRIAL, L.P.CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)(Unaudited; in thousands)
	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS:
Interest Expense Capitalized in Connection with Development Activity and Joint Venture Investment	$	12,551	$	8,150
Cash Paid for Operating Lease Liabilities	$	2,571	$	2,407
Supplemental Schedule of Non-Cash Operating Activities:
Operating Lease Liabilities Arising from Obtaining Right-of-Use Assets	$	366	$	354
Supplemental Schedule of Non-Cash Investing and Financing Activities:
General and Limited Partner Unit Distributions Payable	$	40,794	$	36,701
Exchange of Limited Partner Units for General Partner Units:
Limited Partner Units	$	(2,712)	$	(1,387)
General Partner Units	2,712		1,387
Total	$	—	$	—
Assumption of Other Assets in Connection with the Acquisition of Real Estate	$	—	$	3,611
Assumption of Liabilities in Connection with the Acquisition of Real Estate	$	2,085	$	3,451
Accounts Payable Related to Construction in Progress and Additions to Investment in Real Estate	$	112,739	$	66,092
Tenant Improvements Funded by Tenant	$	1,680	$	16,239
Write-off of Fully Depreciated Assets	$	(28,686)	$	(25,106)

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

FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited; dollars in thousands, except per share and Unit data)

1. Organization

First Industrial Realty Trust, Inc. (the "Company") is a self-administered and fully integrated real estate company which owns, manages, acquires, sells, develops and redevelops industrial real estate. The Company is a Maryland corporation organized on August 10, 1993 and a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). Unless stated otherwise or the context otherwise requires, the terms "we," "our" and "us" refer to the Company and its subsidiaries, including its operating partnership, First Industrial, L.P. (the "Operating Partnership"), and its consolidated subsidiaries.

We began operations on July 1, 1994. The Company's operations are conducted primarily through the Operating Partnership, of which the Company is the sole general partner (the "General Partner"), with an approximate 97.75% ownership interest ("General Partner Units") at ~~September~~March 3031, ~~2022~~2023. The Operating Partnership also conducts operations through several other limited partnerships (the "Other Real Estate Partnerships"), numerous limited liability companies ("LLCs") and certain taxable REIT subsidiaries ("TRSs"), the operating data of which, together with that of the Operating Partnership, is consolidated with that of the Company as presented herein. The Operating Partnership holds at least a 99% limited partnership interest in each of the Other Real Estate Partnerships. The general partners of the Other Real Estate Partnerships are separate corporations, wholly-owned by the Company, each with at least a .01% general partnership interest in the Other Real Estate Partnerships. The Company does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partners of the Other Real Estate Partnerships. The Company's noncontrolling interest in the Operating Partnership of approximately 2.35% at ~~September~~March 3031, ~~2022~~2023 represents the aggregate partnership interest held by the limited partners thereof ("Limited Partner Units" and together with the General Partner Units, the "Units"). The limited partners of the Operating Partnership are persons or entities who contributed their direct or indirect interests in properties to the Operating Partnership in exchange for common Limited Partner Units of the Operating Partnership and/or recipients of RLP Units of the Operating Partnership (see Note 6) pursuant to the Company's stock incentive plan.

WeThrough ~~also~~a ~~own~~wholly-owned anTRS ~~equity~~of ~~interest~~the inOperating ~~and~~Partnership, ~~provide~~we ~~various~~own ~~services~~an toequity interest in a joint venture (the "Joint Venture"). ~~through~~We aalso ~~wholly-owned~~provide ~~TRS~~various ofservices to the ~~Operating~~Joint ~~Partnership~~Venture. The Joint Venture is accounted for under the equity method of accounting. The operating data of the Joint Venture is not consolidated with that of the Company or the Operating Partnership as presented herein. See Note 5 for more information related to the Joint Venture.

Profits, losses and distributions of the Operating Partnership, the LLCs, the Other Real Estate Partnerships, the TRSs and the Joint Venture are allocated to the general partner and the limited partners, the members or the shareholders, as applicable, of such entities in accordance with the provisions contained within their respective organizational documents.

As of ~~September~~March 3031, ~~2022~~2023, we owned ~~421~~431 industrial properties located in 18 states, containing an aggregate of approximately 6465.87 million square feet of gross leasable area ("GLA"). Of the ~~421~~431 properties owned on a consolidated basis, none of them are directly owned by the Company.

1715

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, ~~2021~~2022 ("~~2021~~2022 Form 10-K") and should be read in conjunction with such consolidated financial statements and related notes. The ~~2021~~2022 year end consolidated balance sheet data included in this Form 10-Q filing was derived from the audited consolidated financial statements in our ~~2021~~2022 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). The following notes to these interim consolidated financial statements highlight significant changes to the notes included in the December 31, ~~2021~~2022 audited consolidated financial statements included in our ~~2021~~2022 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission.

Use of Estimates

In order to conform with GAAP, in preparation of our consolidated financial statements we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, and the reported amounts of revenues and expenses for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022. Actual results could differ from those estimates. In our opinion, the accompanying unaudited interim consolidated financial statements reflect all adjustments necessary for a fair statement of our financial position as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the results of our operations and comprehensive income for each of the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, and our cash flows for each of the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022. All adjustments are of a normal recurring nature.

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2020-04 Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform-related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

Reclassifications

~~Certain~~Deferred ~~reclassifications~~Leasing Intangibles, Net as of December 31, 2022 have been ~~made~~reclassified to the ~~consolidated~~Prepaid ~~statement~~Expenses ofand ~~operations~~Other ~~for~~Assets, Net line item and to the ~~three~~Accounts Payable, Accrued Expenses and ~~nine~~Other Liabilities line item in the consolidated balance sheets to conform to the 2023 presentation. Joint Venture Fees for the three months ended ~~September~~March 3031, ~~2021~~2022 has been reclassified from the Other Revenue line item in the consolidated statements of operations to conform to the ~~2022~~2023 presentation.

3. Investment in Real Estate

Acquisitions

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we acquired ~~ten~~one industrial ~~properties~~property comprised of approximately 0.402 million square feet of GLA ~~and 11 land parcels~~. We accounted for the ~~properties~~property ~~and land parcels~~ as an asset ~~acquisitions~~acquisition and therefore capitalized transaction costs to the basis of the acquired ~~assets~~asset. The following table summarizes the allocation of the ~~aggregate~~ purchase price, excluding transaction costs, to each major asset class for the industrial ~~properties~~property ~~and land parcels~~ acquired during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023:

Land	$	~~220~~3,~~634~~091
Building and Improvements	422,~~982~~593
In-Place Leases	~~8,664~~316
Above Market Leases	23
Total Purchase Price	$	6,000
Below Market Leases	(8,260)
Other Assets	2,867
Total Purchase Price	$	266,910

~~Sales~~16

During the nine months ended September 30, 2022, we sold eight industrial buildings comprised of approximately 1.6 million square feet of GLA and one land parcel. Gross proceeds from the sales was $124,340 and the gain on sale of real estate attributable to these sales was $84,204.

4. Indebtedness

The following table discloses certain information regarding our indebtedness:

	Outstanding Balance at				InterestRate ~~atSeptember~~atMarch 3031, ~~2022~~2023	EffectiveInterestRate atIssuance	MaturityDate
	September 30, 2022		December 31, 2021
	March 31, 2023		December 31, 2022
Mortgage Loans Payable, Gross	$	10,377	$	79,764	4.17%	4.17%	8/1/2028
Mortgage Loan Payable	$	10,220	$	10,299	4.17%	4.17%	8/1/2028
Unamortized Debt Issuance Costs	—		(90)
Mortgage Loans Payable, Net	$	10,377	$	79,674
Senior Unsecured Notes, Gross
2027 Notes	6,070		6,070		7.15%	7.11%	5/15/2027
2028 Notes	31,901		31,901		7.60%	8.13%	7/15/2028
2032 Notes	10,600		10,600		7.75%	7.87%	4/15/2032
2027 Private Placement Notes	125,000		125,000		4.30%	4.30%	4/20/2027
2028 Private Placement Notes	150,000		150,000		3.86%	3.86%	2/15/2028
2029 Private Placement Notes	75,000		75,000		4.40%	4.40%	4/20/2029
2029 II Private Placement Notes	150,000		150,000		3.97%	4.23%	7/23/2029
2030 Private Placement Notes	150,000		150,000		3.96%	3.96%	2/15/2030
2030 II Private Placement Notes	100,000		100,000		2.74%	2.74%	9/17/2030
2032 Private Placement Notes	200,000		200,000		2.84%	2.84%	9/17/2032
Subtotal	$	998,571	$	998,571
Unamortized Debt Issuance Costs	(4,~~955~~598)		(54,~~491~~777)
Unamortized Discounts	(5451)		(5952)
Senior Unsecured Notes, Net	$	993,~~562~~922	$	993,~~021~~742
Unsecured Term Loans, Gross
2015 Unsecured Term Loan	—		260,000		N/A	N/A	N/A
2021 Unsecured Term Loan (A)	200,000		200,000		1.84%	N/A	7/7/2026
2022 Unsecured Term Loan	425,000		—		3.46%	N/A	10/18/2027
2022 Unsecured Term Loan (A)	425,000		425,000		3.64%	N/A	10/18/2027
2022 Unsecured Term Loan II (B)	—		—		N/A	N/A	8/12/2025
2022 Unsecured Term Loan II (A)(B)	300,000		300,000		4.88%	N/A	8/12/2025
Subtotal	$	~~625~~925,000	$	~~460~~925,000
Unamortized Debt Issuance Costs	(5,~~939~~338)		(15,~~675~~740)
Unsecured Term Loans, Net	$	~~619~~919,~~061~~662	$	~~458~~919,~~325~~260
Unsecured Credit Facility (C)	$	~~357~~157,000	$	79143,000	35.8962%	N/A	7/7/2025

_______________

(A) The interest rate at ~~September~~March 3031, ~~2022~~2023 includes the impact of derivative instruments we entered into to effectively convert the variable rate of the debt to a fixed rate. See Note 10.

(B) At our option, we may extend the maturity pursuant to two, one-year extension options, subject to certain conditions.

(C) At our option, we may extend the maturity pursuant to two, six-month extension options, subject to certain conditions. Amounts exclude unamortized debt issuance costs of $32,~~608~~962 and $43,~~577~~285 as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, respectively, which are included in the line item Prepaid Expenses and Other Assets, Net. ~~At our option, we may extend the maturity pursuant to two six-month extension options, subject to certain conditions.~~

Mortgage ~~Loans~~Loan Payable~~, Net~~

~~During~~As ~~the~~of ~~nine~~March ~~months~~31, ~~ended~~2023, ~~September~~mortgage ~~30,~~loan ~~2022~~payable is collateralized by industrial properties with a net carrying value of $31,665. weWe ~~paid~~believe ~~off~~the ~~mortgage~~Operating ~~loans~~Partnership inand the ~~amount~~Company were in compliance with all covenants relating to our mortgage loan as of ~~$67~~March 31,~~973~~ 2023.

As of September 30, 2022, mortgage loans payable are collateralized by industrial properties with a net carrying value of $31,985. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans as of September 30, 2022.17

Unsecured Term Loans

On August 12, 2022, we entered into a three-year unsecured term loan (the "2022 Unsecured Term Loan II"). The 2022 Unsecured Term Loan II provides up to $300,000 of principal, none of which has been borrowed as of September 30, 2022. We may borrow up to the full principal amount by August 11, 2023 and must pay a non-refundable unused fee at a rate of 0.20% per annum on any unused portion of the facility from November 10, 2022 through August 11, 2023. Borrowings under the 2022 Unsecured Term Loan II require interest-only payments and bear interest at a variable rate based on daily, one-month or three-month secured overnight financing rate ("SOFR"), plus a 0.10% SOFR adjustment for daily and one-month SOFR, plus a 0.15% SOFR adjustment for three-month SOFR, plus 85 basis points based on our current credit ratings and consolidated leverage ratio. The 2022 Unsecured Term Loan II matures in August 2025, unless extended pursuant to two one-year extension options at our election, subject to certain conditions. The interest rate is subject to adjustment based on changes to our leverage ratio and credit ratings and our achievement of a sustainability-linked pricing metric.

On April 18, 2022, we entered into a five-year, $425,000 unsecured term loan (the "2022 Unsecured Term Loan", and together with the 2022 Unsecured Term Loan II and the 2021 Unsecured Term Loan, the "Unsecured Term Loans"), which replaced our 2015 Unsecured Term Loan that was set to mature in September 2022. At September 30, 2022, the 2022 Unsecured Term Loan requires interest-only payments and bears interest at a variable rate based on the one-month SOFR, plus a 0.10% SOFR adjustment, plus 85 basis points. The 2022 Unsecured Term Loan matures in October 2027. The interest rate is subject to adjustment based on changes to our leverage ratio and credit ratings and our achievement of a sustainability-linked pricing metric. Additionally, during the nine months ended September 30, 2022 we entered into interest rate swaps with a notional value of $425,000 that lock the SOFR rate at 2.69% from October 3, 2022 to September 30, 2027. See Note 10 for additional information.

Indebtedness

The following is a schedule of the stated maturities and scheduled principal payments of our indebtedness, exclusive of discounts and debt issuance costs, for the next five years as of ~~September~~March 3031, and thereafter:

	Amount
Remainder of 2022	$	77
Remainder of 2023	$	241
2023	321
2024	335
2025	~~357~~457,349
2026	200,364
Thereafter	1,432,502
2027	556,449
Total	$	1,990,948
Thereafter	876,053
Total	$	2,090,791

Our unsecured credit facility (the "Unsecured Credit Facility"), our Unsecured Term Loans, our senior notes issued in private placements ("Private Placement Notes") and the indentures governing our senior unsecured notes contain certain financial covenants, including limitations on incurrence of debt and debt service coverage. Under the Unsecured Credit Facility and the Unsecured Term Loans, an event of default can occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred, which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreements. We believe the Operating Partnership and the Company were in compliance with all covenants relating to the Unsecured Credit Facility, the Unsecured Term Loans, the Private Placement Notes and the indentures governing our senior unsecured notes as of ~~September~~March 3031, ~~2022~~2023; however, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders and noteholders in a manner that could impose and cause us to incur material costs.

Fair Value

At ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the fair value of our indebtedness was as follows:

	September 30, 2022				December 31, 2021
	March 31, 2023				December 31, 2022
	CarryingAmount (A)		FairValue		CarryingAmount (A)		FairValue
Mortgage Loans Payable	$	10,377	$	10,100	$	79,764	$	81,700
Mortgage Loan Payable	$	10,220	$	9,710	$	10,299	$	9,765
Senior Unsecured Notes, Net	998,~~517~~520		~~876~~897,~~249~~208		998,~~512~~519		1883,~~070,067~~444
Unsecured Term Loans	~~625~~925,000		~~625~~910,~~000~~113		~~460~~925,000		~~460~~909,~~486~~187
Unsecured Credit Facility	~~357~~157,000		~~357~~157,000		79143,000		79143,000
Total	$	12,~~990~~090,~~894~~740	$	1,~~868~~974,~~349~~031	$	12,~~617~~076,~~276~~818	$	1,~~691~~945,~~253~~396

_______________

(A) The carrying amounts include unamortized discounts and exclude unamortized debt issuance costs.

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

5. Variable Interest Entities

Other Real Estate Partnerships

The Other Real Estate Partnerships are variable interest entities ("VIEs") of the Operating Partnership and the Operating Partnership is the primary beneficiary, thus causing the Other Real Estate Partnerships to be consolidated by the Operating Partnership. In addition, the Operating Partnership is a VIE of the Company and the Company is the primary beneficiary.

The following table summarizes the assets and liabilities of the Other Real Estate Partnerships included in our consolidated balance sheets, net of intercompany amounts:

	September 30, 2022		December 31, 2021
	March 31, 2023		December 31, 2022
ASSETS
Assets:
Net Investment in Real Estate	$	~~306~~311,~~653~~953	$	~~277~~313,~~984~~245
Operating Lease Right-of-Use Assets	1312,~~022~~978		13,~~087~~000
Cash and Cash Equivalents	32,~~388~~411		92,~~126~~915
Deferred Rent Receivable	1213,~~118~~864		1013,~~984~~261
Prepaid Expenses and Other Assets, Net	12,~~860~~923		912,~~480~~919
Total Assets	$	~~348~~354,~~041~~129	$	~~320~~355,~~661~~340
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts Payable, Accrued Expenses and Other Liabilities	$	2012,~~543~~648	$	918,~~496~~148
Operating Lease Liabilities	10,~~256~~242		10,~~277~~249
Rents Received in Advance and Security Deposits	7,~~995~~045		7,~~470~~917
Partners' Capital	~~309~~324,~~247~~194		~~293~~319,~~418~~026
Total Liabilities and Partners' Capital	$	~~348~~354,~~041~~129	$	~~320~~355,~~661~~340

22Joint Venture

Through a wholly-owned TRS of the Operating Partnership, we own a 43% interest in the Joint ~~Ventures~~Venture. Since we own our interest in the Joint Venture through a partnership with a third party and we hold the power to direct the activities that most significantly impact the economic performance of the partnership, we consolidate the partnership and reflect our partner's 6% interest in the Joint Venture within the financial statements (see Note 6). The Joint Venture was formed for the purpose of developing, leasing, operating and selling land located in the Phoenix, Arizona metropolitan area.

~~Through~~Under ~~a wholly-owned TRS of~~ the ~~Operating~~operating ~~Partnership,~~agreement wefor ~~own a 43% interest in~~ the Joint Venture., ~~Since~~ we ~~own~~act ~~our~~as ~~interest in~~ the ~~Joint~~managing ~~Venture~~member ~~through a partnership with a third party~~ and weare ~~hold~~entitled ~~the power~~ to ~~direct~~receive ~~the~~fees ~~activities~~for ~~that~~providing ~~most~~management, ~~significantly~~leasing, ~~impact~~development, ~~the~~construction ~~economic performance of the partnership~~supervision, wedisposition ~~consolidate the partnership~~ and ~~reflect~~asset ~~our~~management ~~partner's 6% interest in the Joint Venture within the financial statements~~services. ~~Additionally,~~In ~~we owned a 49% interest in a joint venture that sold its remaining acres of land and ceased operations during the year ended December 31~~addition, ~~2021 (~~the ~~"Former~~ Joint Venture"'s ~~together~~operating ~~with~~agreement ~~the~~provides ~~Joint~~us ~~Venture,~~ the ~~"Joint~~ability ~~Ventures").~~to ~~The~~earn ~~Joint~~incentive ~~Ventures~~fees ~~were~~based ~~formed~~on ~~for~~ the ~~purpose~~ultimate offinancial ~~developing,~~performance ~~leasing,~~of ~~operating and selling land located in~~ the ~~Phoenix,~~Joint ~~Arizona metropolitan area~~Venture.

~~Under~~During the ~~operating~~three ~~agreements~~months ~~for~~ended ~~the~~March ~~Joint~~31, ~~Venture~~2023 and 2022, we ~~act~~earned asfees ~~the~~of ~~managing~~$1,350 ~~member~~ and ~~are~~$73, ~~entitled~~respectively, tofrom ~~receive~~the ~~fees~~Joint ~~for~~Venture, ~~providing~~related to asset management, ~~leasing,~~and development services, ~~construction~~of ~~supervision,~~which ~~disposition~~we ~~and~~deferred ~~asset~~recognition ~~management~~of ~~services.~~$277 Inand ~~addition~~$36, respectively, due to our economic interest in the Joint Venture's. ~~operating~~During ~~agreement~~the ~~provides~~three usmonths ~~the~~ended ~~ability~~March to31, ~~earn~~2023, ~~incentive~~we incurred fees ~~based~~of on$784 related to third-party development management services associated with the ~~ultimate~~Joint ~~financial~~Venture. ~~performance~~At ofMarch 31, 2023 and December 31, 2022, we had an aggregate receivable from the Joint Venture of $44 and $34, respectively.

~~During~~Net income (loss) of the ~~nine~~Joint Venture for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021,~~2022 wewas ~~earned fees of~~ $~~699~~40,045 and $~~341~~(45), respectively,. ~~from~~Included ~~the~~in ~~Joint~~net ~~Ventures,~~income ~~related~~during tothe ~~asset~~three ~~management~~months ~~and~~ended ~~development~~March ~~services~~31, of2023 ~~which~~is wegain ~~deferred~~on ~~recognition~~sale of ~~$187~~real ~~and~~estate of $5140,041 ~~respectively,~~related ~~due~~ to the sale of approximately 31 acres of land for which our economic ~~interest~~share inof the ~~Joint~~gain ~~Ventures~~on sale was $19,620. ~~During~~For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we ~~incurred~~earned incentive fees of $~~318~~8,045 ~~related~~from tothe ~~third-party~~Joint ~~development~~Venture, ~~management~~which ~~services~~is ~~associated~~reflected ~~with~~in the ~~Joint~~Equity ~~Venture.~~In AtIncome ~~September~~of ~~30,~~Joint ~~2022,~~Venture weline ~~had~~item anin ~~aggregate receivable from~~ the ~~Joint~~consolidated ~~Venture~~statement of ~~$649~~operations.

We account for our interests in the Joint Ventures using the hypothetical liquidation at book value model. Under this method, we record our Equity in Income (Loss) of Joint Ventures based on our proportionate share of the Joint Venture's earnings based on our ownership interest, after giving effect to incentive fees in which we are entitled to receive.19

The WeJoint ~~classify~~Venture ~~distributions~~has ~~received~~three ~~from~~buildings ~~equity~~under ~~method~~development ~~investments~~comprising ~~using~~an aggregate 1.8 million square feet (the ~~cumulative~~"Project") ~~earnings~~at ~~approach~~March 31, 2023. InDuring ~~general~~the year ended December 31, ~~distributions~~2022, ~~received~~in ~~are~~connection ~~considered~~with ~~returns~~the onProject, the ~~investment~~Joint ~~and~~Venture ~~classified~~entered asinto ~~cash~~a ~~inflows~~construction ~~from~~loan ~~operating~~with ~~activities~~a capacity of $149,514 with a third party lender (the "Joint Venture Loan"). IfAs of March 31, ~~however~~2023, the ~~investor’s~~balance ~~cumulative~~of ~~distributions~~the ~~received~~Joint Venture Loan is $31,223, ~~less~~exclusive ~~distributions~~of ~~received~~$1,074 inof ~~prior~~unamortized ~~periods~~debt ~~determined~~issuance costs. With respect to bethe ~~returns~~Joint Venture Loan, we provided a completion guarantee to the lender and our third-party joint venture partner that requires the Company to timely complete construction of the Project. Total estimated investment, ~~exceeds~~for ~~cumulative~~the ~~equity~~Project inis ~~earnings~~approximately ~~recognized~~$210,300 and the ~~excess~~Joint Venture is ~~considered~~using a ~~return~~third-party ofcontractor ~~investment~~to develop the buildings pursuant to a guaranteed maximum price contract. We also provided a guarantee to the lender related to typical non-recourse exceptions and an environmental indemnity. It is ~~classified~~not possible to estimate the amount of additional costs, if any, that we may incur in connection with our completion guarantees to the third party lender and/or our joint venture partner as ~~cash~~well ~~inflows~~as ~~from~~the ~~investing~~non-recourse ~~activities~~exception and environmental indemnity guarantees; however, we do not expect that we will be required to make any significant payments in satisfaction of these guarantees.

Net income of the Joint Ventures for the nine months ended September 30, 2022 and 2021 was $176,169 and $14,873, respectively. Included in net income during the nine months ended September 30, 2022 is gain on sale of real estate of $176,281 related to the sale of 391 acres of land for which our economic share of the gain on sale was $86,378. Included in net income during the nine months ended September 30, 2021 is gain on sale of real estate of $15,160 related to the sale of 138 net acres of land from the Former Joint Venture for which our economic share of the gain on sale was $7,142. However, since the Company was the purchaser of the 138 net acres, we netted our portion of the gain on sale against the basis of the land acquired.

The Joint Venture has three buildings under development comprising an aggregate 1.8 million square feet (the "Project") at September 30, 2022. During the nine months ended September 30, 2022, in connection with the Project, the Joint Venture entered into a construction loan with a capacity of $149,500 with a third party lender (the "Joint Venture Loan"). As of September 30, 2022, there have been no borrowings from the Joint Venture Loan. With respect to the Joint Venture Loan, we provided a completion guarantee to the lender and our third-party joint venture partner that requires the Company to timely complete construction of the Project. Total estimated investment for the Project is approximately $210,322 and the Joint Venture is using a third-party contractor to develop the buildings pursuant to a guaranteed maximum price contract. We also provided a guarantee to the lender related to typical non-recourse exceptions and an environmental indemnity. It is not possible to estimate the amount of additional costs, if any, that we may incur in connection with our completion guarantees to the third party lender and/or our joint venture partner as well as the non-recourse exception and environmental indemnity guarantees; however, we do not expect that we will be required to make any significant payments in satisfaction of these guarantees.

For the nine months ended September 30, 2022, we earned incentive fees of $32,276 from the Joint Venture, which are reflected in the Equity In Income of Joint Ventures line item in the consolidated statement of operations. For the nine months ended September 30, 2021, we earned incentive fees of $3,024 from the Former Joint Venture, which were netted against the basis of the real estate acquired from the Former Joint Venture.

6. Equity of the Company and Partners' Capital of the Operating Partnership

Noncontrolling Interest of the Company

The equity positions of various individuals and entities that contributed their properties to the Operating Partnership in exchange for Limited Partner Units, as well as the equity positions of the holders of Limited Partner Units issued in connection with the grant of restricted limited partner Units ("RLP Units") pursuant to the Company's stock incentive plan, are collectively referred to as the “Noncontrolling Interests.” An RLP Unit is a class of limited partnership interest of the Operating Partnership that is structured as a “profits interest” for U.S. federal income tax purposes and is an award that is granted under our stock incentive plan (see Note 9). Generally, RLP Units entitle the holder to receive distributions from the Operating Partnership that are equivalent to the dividends and distributions that would be made with respect to the number of shares of Common Stock underlying such RLP Units, though receipt of such distributions may be delayed or made contingent on vesting. Once an RLP Unit has vested and received allocations of book income sufficient to increase the book capital account balance associated with such RLP Unit (which will initially be zero) equal to, on a per-unit basis, the book capital account balance associated with a "common" Limited Partner Unit of the Operating Partnership, it automatically becomes a common Limited Partner Unit that is convertible by the holder to one share of Common Stock or a cash equivalent, at the Company's option. Net income is allocated to the Noncontrolling Interests based on the weighted average ownership percentage during the period.

Noncontrolling Interest - Joint Venture

Our ownership interest in the Joint Venture is held through a partnership with a third party. We concluded that we hold the power to direct the activities that most significantly impact the economic performance of the partnership. As a result, we consolidate the partnership and reflect the third party's interest in the partnership that invests in the Joint Venture as a Noncontrolling Interest. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023, our partner's share of the partnership's income was $~~63 and $14~~3,~~294~~361, ~~respectively,~~ and was reflected in the Equity in Income of Joint ~~Ventures~~Venture and the Noncontrolling Interests line items in the Consolidated Statements of Operations. The Noncontrolling Interests line item in the Consolidated Balance Sheets includes $146,~~310~~021 that is our third party partner's interest at ~~September~~March 3031, ~~2022~~2023.

ATM Program

On February 1424, ~~2020~~2023, we entered into three-year distribution agreements with certain sales agents to sell up to 1416,000,000 shares of the Company's common stock, for up to $~~500~~800,000 aggregate gross sales proceeds, from time to time in "at-the-market" offerings (the "ATM"). Under the terms of the ATM, sales are to be made through transactions that are deemed to be "at-the-market" offerings, including sales made directly on the New York Stock Exchange, sales made through a market maker other than on an exchange or sales made through privately negotiated transactions. During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we ~~issued~~did ~~218,230~~not issue any shares of the Company's common stock under the ATM~~, which resulted in $12,823 of net proceeds and payment of compensation to certain sales agents of $130~~.

2420

7. Accumulated Other Comprehensive Income

The following table summarizes the changes in accumulated other comprehensive income by component for the Company and the Operating Partnership for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023:

	Derivative Instruments		Accumulated Other Comprehensive ~~Gain~~Income ~~(Loss)~~ of the Operating Partnership		Comprehensive ~~Gain~~ (Loss) Income Attributable to Noncontrolling Interest of the Company		Accumulated Other Comprehensive ~~Gain~~Income ~~(Loss)~~ of the Company
Balance as of December 31, 2021	$	(4,331)	$	(4,331)	$	93	$	(4,238)
Balance as of December 31, 2022	$	34,186	$	34,186	$	(774)	$	33,412
Other Comprehensive Gain Before Reclassifications	39,785		39,785		(937)		38,848
Other Comprehensive Loss Before Reclassifications	(8,919)		(8,919)		238		(8,681)
Amounts Reclassified from Accumulated Other Comprehensive Loss	1,780		1,780		—		1,780
Amounts Reclassified from Accumulated Other Comprehensive Income	(3,999)		(3,999)		—		(3,999)
Net Current Period Other Comprehensive Gain	41,565		41,565		(937)		40,628
Net Current Period Other Comprehensive Loss	(12,918)		(12,918)		238		(12,680)
Balance as of September 30, 2022	$	37,234	$	37,234	$	(844)	$	36,390
Balance as of March 31, 2023	$	21,268	$	21,268	$	(536)	$	20,732

The following table summarizes the reclassifications out of accumulated other comprehensive income for both the Company and the Operating Partnership for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022:

Amounts Reclassified from Accumulated Other Comprehensive Loss (Income)

Amounts Reclassified from Accumulated Other Comprehensive (Income) Loss

Details about Accumulated Other Comprehensive Income Components

Three Months Ended ~~September~~March 3031, ~~2022~~2023

Three Months Ended ~~September~~March 3031, ~~2021~~2022

~~Nine Months Ended September 30, 2022~~

~~Nine Months Ended September 30, 2021~~

Affected Line Items in the Consolidated Statements of Operations

Derivative Instruments:

Amortization of Previously Settled Derivative Instruments

~~103~~102

~~308~~

Interest Expense

Net Settlement (Receipts) Payments to our Counterparties

(~~801~~4,101)

1,~~583~~487

~~1,472~~

~~4,832~~

Interest Expense

Total

(~~698~~3,999)

1,~~686~~589

~~1,780~~

~~5,140~~

The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in other comprehensive income and is subsequently reclassified to earnings through interest expense over the life of the derivative or over the life of the debt. In the next 12 months, we expect to amortize approximately $410 into net income by increasing interest expense for derivative instruments we settled in previous periods. Additionally, recurring settlement amounts on the ~~2015~~2021 Swaps, the ~~2021~~2022 Swaps and the 2022 II Swaps (all defined in Note 10) will also be reclassified to net income.

2521

8. Earnings Per Share and Earnings Per Unit ("EPS"/"EPU")

The computation of basic and diluted EPS of the Company is presented below:

Three Months Ended September 30, 2022

Three Months Ended September 30, 2021

Nine Months Ended September 30, 2022

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2023

Three Months Ended March 31, 2022

Numerator:

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

~~123~~55,~~888~~967

4236,~~446~~258

~~277,137~~

~~156,580~~

Net Income Allocable to Participating Securities

(~~124~~47)

(4831)

~~(258)~~

~~(170)~~

Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders

~~123~~55,~~764~~920

4236,~~398~~227

~~276,879~~

~~156,410~~

Denominator (In Thousands):

Weighted Average Shares - Basic

132,~~092~~211

~~129~~131,~~633~~811

~~131,986~~

~~129,275~~

Effect of Dilutive Securities:

Performance Units (See Note 9)

8488

8974

Weighted Average Shares - Diluted

132,~~176~~299

~~129~~131,~~722~~885

~~132,057~~

~~129,362~~

Basic and Diluted EPS:

Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders

0.9442

0.3327

~~2.10~~

~~1.21~~

The computation of basic and diluted EPU of the Operating Partnership is presented below:

Three Months Ended September 30, 2022

Three Months Ended September 30, 2021

Nine Months Ended September 30, 2022

Nine Months Ended September 30, 2021

Three Months Ended March 31, 2023

Three Months Ended March 31, 2022

Numerator:

Net Income Available to Unitholders and Participating Securities

~~126~~57,~~789~~394

4337,~~399~~105

~~283,313~~

~~160,104~~

Net Income Allocable to Participating Securities

(~~307~~134)

(~~126~~88)

~~(664)~~

~~(441)~~

Net Income Available to Unitholders

~~126~~57,~~482~~260

4337,~~273~~017

~~282,649~~

~~159,663~~

Denominator (In Thousands):

Weighted Average Units - Basic

134,~~282~~686

~~131~~134,~~668~~073

~~134,212~~

~~131,345~~

Effect of Dilutive Securities:

Performance Units and certain Performance RLP Units(See Note 9)

~~479~~545

~~510~~422

~~404~~

~~496~~

Weighted Average Units - Diluted

~~134~~135,~~761~~231

~~132~~134,~~178~~495

~~134,616~~

~~131,841~~

Basic EPU:

Net Income Available to Unitholders

0.9443

0.3328

~~2.11~~

~~1.22~~

Diluted EPU:

Net Income Available to Unitholders

0.9442

0.3328

~~2.10~~

~~1.21~~

At ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, participating securities for the Company included ~~144~~130,~~121~~728 and ~~147~~125,~~937~~185, respectively, Service Awards (see Note 9), which participate in non-forfeitable distributions. At ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, participating securities for the Operating Partnership included ~~337~~347,~~071~~165 and ~~378~~326,~~548~~473, respectively, Service Awards and certain Performance Awards (see Note 9), which participate in non-forfeitable distributions. Under the two-class method, participating security holders are allocated income, in proportion to total weighted average shares or Units outstanding, based upon the greater of net income or common stock dividends or Unit distributions declared.

2622

9. Long-Term Compensation

Awards with Performance Measures

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, 3544,~~867~~821 performance units ("Performance Units") and ~~208~~280,~~454~~083 RLP Units ("Performance RLP Units" and, together with the Performance Units, collectively the "Performance Awards") were granted to certain employees based on performance-based criteria, which had a fair value of approximately $78,~~266~~054 on the grant date as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulation. A portion of each Performance Award vests based upon the total shareholder return ("TSR") of the Company's common stock compared to the TSR of the FTSE Nareit All Equity Index and the remainder vests based upon the TSR of the Company’s common stock compared to a specified group of peer industrial real estate companies. The performance period for these Performance Awards is three years. Compensation expense is charged to earnings over the applicable vesting period for the Performance Awards. At the end of the measuring period, vested Performance Units convert into shares of common stock.

Service Based Awards

For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, 7852,~~482~~107 shares of restricted stock units ("Service Units") and 5786,~~907~~982 RLP Units ("Service RLP Units" and together with the Service Units, collectively the "Service Awards") were granted to certain employees and outside directors based on service-based criteria, which had an aggregate fair value of approximately $87,~~032~~132 on the grant date. The fair value of the Service Awards ~~granted~~is tobased ~~employees~~on ~~generally~~the ~~either~~Company's ~~vest~~stock ~~ratably~~price ~~over~~on ~~three~~the ~~years~~date orsuch ~~cliff~~awards ~~vest~~were ~~after~~approved ~~three~~by ~~years~~the ~~based~~Compensation onCommittee ~~continued~~of ~~employment~~the Board of Directors. The Service ~~awards~~Awards ~~granted~~were tobased ~~outside~~on ~~directors~~the prior achievement of certain corporate performance goals and generally vest ~~after~~ratably ~~one~~over ~~year~~three years based on continued employment. Compensation expense is charged to earnings over the vesting periods for the Service Awards. At the end of the service period, vested Service Units convert into shares of common stock.

Retirement Eligibility

All award agreements issued underlying Performance Awards and Service Awards contain a retirement benefit for employees with at least 10 years of continuous service and are at least 60 years old. For employees that meet the age and service eligibility requirements, their awards are non-forfeitable. As such, during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we expensed 100% of the awards granted to retirement-eligible employees at the grant date as if fully vested. For employees who will meet the age and service eligibility requirements during the normal vesting periods, the grants are amortized over the shorter service period.

Outstanding Performance Awards and Service Awards

We recognized $36,~~584~~141 and $35,~~508~~101 for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021, respectively, and $12,578 and $10,572 for the nine months ended September 30,~~ 2022 ~~and 2021~~, respectively, in compensation expense related to the amortization of the Service Awards and the Performance Awards. Service Award and Performance Award amortization capitalized in connection with development activities was $~~887 and $549 for the three months ended September 30~~1,706 ~~2022~~ and ~~2021, respectively, and~~ $~~3,214 and $~~1,~~759~~173 for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively. At ~~September~~March 3031, ~~2022~~2023, we had $1319,~~765~~581 in unrecognized compensation related to unvested Service Awards and Performance Awards. The weighted average period over which the unrecognized compensation is expected to be recognized is 01.9804 years.

2723

10. Derivative Instruments

Our objectives in using derivatives are to add stability to interest expense and to manage our cash flow volatility and exposure to interest rate movements. To accomplish these objectives, we primarily use derivative instruments as part of our interest rate risk management strategy. Derivative instruments designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

We have interest rate swaps to manage our exposure to changes in the one-month LIBOR rate, the one-month SOFR rate and the adjusted daily simple SOFR rate related to our Unsecured Term Loans. We have three interest rate swaps with an aggregate notional value of $200,000, that fix the one-month LIBOR rate at 0.99% and mature on February 2, 2026 (the "2021 Swaps"). We ~~also~~have ~~had~~eight ~~six~~ interest rate swaps, with an aggregate notional value of $~~260~~425,000, that ~~fixed~~fix the one-month ~~LIBOR~~SOFR rate at a2.69% ~~weighted~~and ~~average~~mature on September 30, 2027 (the "2022 Swaps"). We have seven interest rate swaps, with an aggregate notional value of 1$300,000 that fix the adjusted daily simple SOFR rate at 3.7993% (the "2022 Swaps II"). $150,000 of the 2022 Swaps II's aggregate notional value matures on December 1, 2025 and ~~matured~~the remaining $150,000 of the 2022 Swaps II's aggregate notional value matures on ~~September~~August 121, 2027. We have designated the 2021 Swaps, the 2022 (Swaps and the ~~"2015~~2022 II Swaps") as cash flow hedges.

~~During~~Our ~~the~~agreements ~~nine~~with ~~months~~our ~~ended~~derivative ~~September~~counterparties ~~30,~~contain ~~2022,~~certain wecross-default ~~entered~~provisions ~~into~~that ~~eight~~may ~~interest~~be ~~rate~~triggered ~~swaps~~in (the ~~"2022~~event ~~Swaps")~~that ~~with~~our another ~~aggregate~~indebtedness ~~notional~~is ~~value~~in ~~of $425~~default,~~000~~ subject to ~~manage~~certain ~~our~~thresholds. ~~exposure~~As toof ~~changes~~March in31, ~~the~~2023, ~~one-month~~we ~~SOFR~~had ~~rate~~not posted any collateral related to ~~our~~these ~~2022~~agreements ~~Unsecured~~and ~~Term~~were ~~Loan.~~not ~~The~~in ~~2022~~breach ~~Swaps,~~of ~~which~~any ~~are~~of ~~effective~~the ~~commencing~~provisions ~~October~~of 3,these ~~2022,~~agreements. ~~fix~~If ~~the~~we ~~one-month~~had ~~daily~~breached ~~SOFR~~these ~~rate~~agreements, atwe ~~2.69%~~could ~~and~~have ~~mature~~been onrequired ~~September~~to ~~30,~~settle ~~2027.~~our Weobligations ~~have~~under ~~designated~~ the ~~2022~~agreements ~~Swaps~~at astheir ~~cash~~termination ~~flow hedges~~value.

~~Our~~The ~~agreements~~following ~~with~~table sets forth our ~~derivative~~financial ~~counterparties~~assets ~~contain~~related ~~certain~~to ~~cross-default~~the ~~provisions~~2021 ~~that~~Swaps, ~~may~~the be2022 ~~triggered~~Swaps inand the ~~event~~2022 ~~that~~II ~~our~~Swaps, ~~other~~which ~~indebtedness~~are isincluded in ~~default,~~the ~~subject~~line toitems ~~certain~~Prepaid ~~thresholds.~~Expenses Asand ofOther ~~September 30~~Assets, ~~2022,~~Net weor ~~had~~Accounts ~~not~~Payable, ~~posted~~Accrued ~~any~~Expenses ~~collateral~~and ~~related~~Other toLiabilities ~~these~~and ~~agreements~~are ~~and~~accounted ~~were~~for ~~not~~at infair ~~breach~~value ofon ~~any~~a ofrecurring ~~the~~basis ~~provisions~~as of ~~these~~March ~~agreements.~~31, If2023 weand ~~had~~December ~~breached these agreements~~31, ~~we could have been required to settle our obligations under the agreements at their termination value.~~2022:

The following table sets forth our financial assets related to the 2015 Swaps, the 2021 Swaps and the 2022 Swaps, which are included in the line items Prepaid Expenses and Other Assets, Net or Accounts Payable, Accrued Expenses and Other Liabilities and are accounted for at fair value on a recurring basis as of September 30, 2022 and December 31, 2021:


			Fair Value Measurements:
Description	Fair Value at March 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Derivatives designated as a hedging instrument:
Assets:
2021 Swaps	$	15,077	—	$	15,077	—
2022 Swaps	$	12,070	—	$	12,070	—

Liabilities:

2022 II Swaps	$	(3,387)	—	$	(3,387)	—




	Fair Value at December 31, 2022
Derivatives designated as a hedging instrument:
Assets:
2021 Swaps	$	17,976	—	$	17,976	—
2022 Swaps	$	19,057	—	$	19,057	—
Liabilities:
2022 II Swaps	$	(253)	—	$	(253)	—

			Fair Value Measurements:
Description	Fair Value at September 30, 2022		Quoted Prices inActive Markets forIdentical Assets(Level 1)	Significant OtherObservable Inputs(Level 2)		UnobservableInputs(Level 3)
Derivatives designated as a hedging instrument:
Assets:
2021 Swaps	$	19,137	—	$	19,137	—
2022 Swaps	$	20,793	—	$	20,793	—
	Fair Value at December 31, 2021
Derivatives designated as a hedging instrument:
Assets:
2021 Swaps	$	1,341	—	$	1,341	—
Liabilities:
2015 Swaps	$	(2,668)	—	$	(2,668)	—

There was no ineffectiveness recorded on the 2021 Swaps, the 2022 Swaps or the 2022 II Swaps during the three months ended March 31, 2023. See Note 7 for more information regarding our derivatives.

~~There~~The ~~was~~estimated nofair ~~ineffectiveness~~value ~~recorded~~of on the ~~2015~~2021 Swaps, the ~~2021~~2022 Swaps orand the 2022 II Swaps ~~during~~was determined using the ~~nine~~market ~~months~~standard ~~ended~~methodology ~~September~~of ~~30,~~netting ~~2022~~the discounted fixed cash payments and the discounted expected variable cash receipts. ~~See~~The ~~Note~~variable 7cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments are incorporated in the fair value to account for ~~more~~potential ~~information~~non-performance ~~regarding~~risk, including our ~~derivatives~~own non-performance risk and the respective counterparty's non-performance risk. We determined that the significant inputs used to value the 2021 Swaps, the 2022 Swaps and the 2022 II Swaps fell within Level 2 of the fair value hierarchy.

The estimated fair value of the 2015 Swaps, the 2021 Swaps and the 2022 Swaps was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments are incorporated in the fair value to account for potential non-performance risk, including our own non-performance risk and the respective counterparty's non-performance risk. We determined that the significant inputs used to value the 2015 Swaps, the 2021 Swaps and the 2022 Swaps fell within Level 2 of the fair value hierarchy.24

11. Related Party Transactions

At ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the Operating Partnership had receivable balances of $9,~~297~~285 and $9,~~239~~285, respectively, from a direct wholly-owned subsidiary of the Company. Additionally, see Note 5 for transactions with our joint ~~ventures~~venture.

12. Commitments and Contingencies

In the normal course of business, we are involved in legal actions arising from the ownership of our industrial properties. In our opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on our consolidated financial position, operations or liquidity.

In conjunction with the development of industrial properties, we have entered into agreements with general contractors for the construction of industrial properties. At ~~September~~March 3031, ~~2022~~2023, we had 1811 development projects totaling approximately 3.76 million square feet of GLA under construction. The estimated total investment as of ~~September~~March 3031, ~~2022~~2023 is approximately $~~571~~568,~~100~~700. Of this amount, approximately $~~259~~258,~~400~~900 remains to be funded. There can be no assurance that the actual completion cost will not exceed the estimated total investment.

13. Subsequent Events

Subsequent to ~~September~~March 3031, ~~2022~~2023, we acquired one industrial property ~~and~~for ~~one~~a ~~land~~purchase ~~parcel~~price ~~for~~of an$5,200, ~~aggregate~~excluding ~~purchase~~transaction ~~price~~costs. ofIn addition, we sold one land parcel for $261,~~466~~100, excluding transaction costs.

2925


Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q. Unless stated otherwise or the context otherwise requires, the terms "we," "our" and "us" refer to First Industrial Realty Trust, Inc. (the "Company") and its subsidiaries, including First Industrial, L.P. (the "Operating Partnership") and its consolidated subsidiaries.

Forward-Looking ~~Information~~Statements

The following discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). We intend for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on certain assumptions and describe our future plans, strategies and expectations, and are generally identifiable by use of the words "believe," "expect," "plan," "intend," "anticipate," "estimate," "project," "seek," "target," "potential," "focus," "may," "will," "should" or similar words. Although we believe the expectations reflected in forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that results will not materially differ.

Factors that could have a materially adverse effect on our operations and future prospects include, but are not limited to:

•changes in national, international, regional and local economic conditions generally and real estate markets specifically;

•changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities;

•our ability to qualify and maintain our status as a real estate investment trust;

•the availability and attractiveness of financing (including both public and private capital) and changes in interest rates;

•the availability and attractiveness of terms of additional debt repurchases;

•our ability to retain our credit agency ratings;

•our ability to comply with applicable financial covenants;

•our competitive environment;

•changes in supply, demand and valuation of industrial properties and land in our current and potential market areas;

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

•our ability to dispose of properties on favorable terms;

•our ability to manage the integration of properties we acquire;

•potential liability relating to environmental matters;

•defaults on or non-renewal of leases by our tenants;

•decreased rental rates or increased vacancy rates;

•higher-than-expected real estate construction costs and delays in development or lease-up schedules;

•the uncertainty and economic impact of pandemics, epidemics or other public health emergencies or fear of such events, such as the outbreak of COVID-19;

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

•technological developments, particularly those affecting supply chains and logistics;

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

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

•other risks and uncertainties described in this report, in Item 1A, "Risk Factors" and elsewhere in our annual report on Form 10-K for the year ended December 31, ~~2021~~2022 as well as those risks and uncertainties discussed from time to time in our other Exchange Act reports and in our other public filings with the Securities and Exchange Commission (the "SEC").

We caution you not to place undue reliance on forward-looking statements, which reflect our outlook only and speak only as of the date of this report. We assume no obligation to update or supplement forward-looking statements.

3026

General

The Company is a self-administered and fully integrated real estate company which owns, manages, acquires, sells, develops and redevelops industrial real estate. The Company is a Maryland corporation organized on August 10, 1993 and a real estate investment trust ("REIT") as defined in the Internal Revenue Code of 1986 (the "Code"). As of ~~September~~March 3031, ~~2022~~2023, we owned ~~421~~431 industrial properties located in 18 states, containing an aggregate of approximately 6465.87 million square feet of gross leasable area ("GLA"). Of the ~~421~~431 properties owned on a consolidated basis, none of them are directly owned by the Company.

We began operations on July 1, 1994. The Company's operations are conducted primarily through the Operating Partnership, of which the Company is the sole general partner (the "General Partner"), with an approximate 97.75% ownership interest ("General Partner Units") at ~~September~~March 3031, ~~2022~~2023. The Operating Partnership also conducts operations through several other limited partnerships (the "Other Real Estate Partnerships"), numerous limited liability companies ("LLCs") and certain taxable REIT subsidiaries ("TRSs"), the operating data of which, together with that of the Operating Partnership, is consolidated with that of the Company as presented herein. The Operating Partnership holds at least a 99% limited partnership interest in each of the Other Real Estate Partnerships. The general partners of the Other Real Estate Partnerships are separate corporations, wholly-owned by the Company, each with at least a .01% general partnership interest in the Other Real Estate Partnerships. The Company does not have any significant assets or liabilities other than its investment in the Operating Partnership and its 100% ownership interest in the general partners of the Other Real Estate Partnerships. The noncontrolling interest in the Operating Partnership of approximately 2.35% at ~~September~~March 3031, ~~2022~~2023 represents the aggregate partnership interest held by the limited partners thereof ("Limited Partner Units" and together with the General Partner Units, the "Units").

WeThrough ~~also~~a ~~own~~wholly-owned anTRS ~~equity~~of ~~interest~~the inOperating ~~and~~Partnership, ~~provide~~we ~~various~~own ~~services~~an toequity interest in a joint venture (the "Joint Venture"). We ~~through~~also aprovide ~~wholly-owned~~various ~~TRS~~services ofto the ~~Operating~~Joint ~~Partnership~~Venture. The Joint Venture is accounted for under the equity method of accounting. The operating data of the Joint Venture is not consolidated with that of the Operating Partnership or the Company as presented herein.

Available Information

We maintain a website at www.firstindustrial.com. Information on this website shall not constitute part of this Form 10-Q. Copies of our respective annual reports 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. These documents also may be accessed through the SEC's Interactive Data Electronic Application via the SEC's home page on the Internet (www.sec.gov). In addition, the Company's 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 the Company's website or upon request to the Company. 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.

3127

Management's Overview

Business Objectives and Growth Plans

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

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

•External Growth. We seek to grow externally through (i) the development of best-in-class industrial properties ~~within our 15 target markets~~; (ii) the acquisition of individual or portfolios of industrial properties orwhich ~~individual properties that~~ meet our investment parameters within our 15 target markets with a primary emphasis on coastal markets; (iii) the expansion of our existing properties; and (iv) ~~possible~~securing additional joint venture investments.

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

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 strategies in connection with the operation of our business:

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

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

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

•Acquisition/Development Strategy. Our investment strategy is primarily focused on developing and acquiring industrial properties in 15 ~~target~~key logistics markets in the United States, with aan ~~coastal~~emphasis ~~orientation~~on inmarkets ~~the~~with ~~United~~a ~~States~~coastal orientation, through the deployment of experienced regional management teams. When evaluating potential industrial property acquisitions and developments, we consider such factors as: (i) the geographic area and type of property; (ii) the location, construction quality, functionality, condition and design of the property; (iii) the terms of tenant leases, including the potential for rent increases; (iv) the potential for economic growth and the general business, tax and regulatory environment of the area in which the property is located; (v) the occupancy and demand by tenants for properties of a similar type in the vicinity; (vi) competition from existing properties and the ~~potential for the construction of~~

3228

potential for the construction of new properties in the area; (vii) the potential for capital appreciation of the property; (viii) the ability to improve the property's performance through renovation; and (ix) the potential for expansion of the physical layout of the property and/or the number of sites.

•Disposition Strategy. We continually evaluate local market conditions and property-related factors in all of our markets for purposes of identifying assets suitable for disposition. We look to sell properties with lower rent growth prospects and/or assets with less than optimal functionality and redeploy the capital into higher rent growth assets in key logistics markets primarily with a coastal orientation. We also seek to shrink our holdings of light industrial assets over time.

•Financing Strategy. To finance acquisitions, developments and debt maturities, as market conditions permit, we may utilize a portion of proceeds from property sales, unsecured debt offerings, term loans, mortgage financings and line of credit borrowings under our $750.0 million unsecured revolving credit agreement (the "Unsecured Credit Facility"), and proceeds from the issuance, when and as warranted, of additional equity securities. We also continually evaluate joint venture arrangements as another source of capital to finance acquisitions and developments.

3329

Summary of the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023

Our operating results remained strong during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. Our quarter end in-service occupancy was 98.37% and for leases that commenced during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we increased cash rental rates by 2258.83% on new and renewal leasing ~~(30~~.9% ~~during the third quarter).~~ At ~~September~~March 3031, ~~2022~~2023, we had 1811 projects comprising 3.76 million square feet of GLA under development with an estimated investment ~~in excess~~ of approximately $~~570~~569 million. ~~Additionally, we continue to position ourselves for future development activity by acquiring land located in our target markets.~~

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we completed the following significant real estate activities:

•We acquired ~~ten~~an industrial ~~properties~~property comprised of approximately 0.402 million square feet of GLA located in our ~~Northern California, Seattle, South Florida and~~ Southern California ~~markets~~market for an aggregate purchase price of $~~122~~6.0 million, excluding transaction costs. We additionally acquired three income-producing land parcels in our Northern California, Seattle and Southern California markets for an aggregate purchase price of $56.5 million, excluding transaction costs.

•We ~~acquired~~commenced ~~approximately~~speculative ~~60.7~~development ~~acres~~ of ~~land~~one ~~for~~industrial ~~development~~building ~~located~~comprised inof ~~our~~0.4 ~~Northern~~million ~~California,~~square ~~South~~feet ~~Florida and Southern California markets, for an aggregate purchase price~~ of ~~$88.4~~GLA ~~million,~~in ~~excluding~~our ~~transaction~~Philadelphia ~~costs~~market.

•WeOur ~~commenced~~Joint ~~speculative~~Venture ~~development~~sold approximately 31 acres of ~~ten~~land ~~industrial~~located ~~buildings~~in ~~totaling~~Phoenix 2for gross proceeds of $50 million. Our pro-rata share of the gain was $17.3 million ~~square~~and ~~feet~~we recognized an incentive fee of ~~GLA~~$7.1 inmillion. ~~our~~These ~~Central~~amounts ~~Pennsylvania,~~exclude ~~Chicago,~~our ~~Denver,~~Joint ~~Lehigh~~Venture ~~Valley,~~partner's ~~Northern~~6% ~~California,~~share ~~South~~that ~~Florida~~we consolidate and ~~Southern~~report ~~California~~in ~~markets.~~our financial statements as Noncontrolling Interest.

~~•We~~Our ~~sold~~significant ~~eight~~financing ~~industrial~~activities ~~properties~~during ~~comprising~~the ~~approximately~~three ~~1.6~~months ~~million~~ended ~~square~~March ~~feet~~31, of2023 ~~GLA and one land parcel for gross proceeds of $124.3 million.~~were:

•~~Our~~We ~~Joint~~declared ~~Venture~~first ~~sold~~quarter ~~391~~cash ~~acres~~dividends of ~~land located in Phoenix for gross proceeds of~~ $~~255 million~~0.32 ~~Our~~per ~~pro-rata~~common share ofor ~~gain~~Unit ~~was~~per ~~$76.0~~quarter, ~~million and we earned~~ an ~~incentive~~increase ~~fee~~ of ~~$28~~8.~~4 million. These amounts exclude our partner's 6~~5% ~~share~~from ~~that~~the we2022 ~~consolidate~~quarterly ~~and report in our financial statements as Noncontrolling Interest~~rate.

~~Our~~•At ~~significant~~March ~~financing~~31, ~~activities~~2023, ~~during~~we ~~the~~had ~~nine~~$590.1 million ~~months~~available ~~ended~~for ~~September~~additional 30borrowings under our Unsecured Credit Facility and cash and cash equivalents and restricted cash of $69.8 million, ~~2022~~after ~~were:~~excluding our Joint Venture partner's 6% share of cash and cash equivalents that we consolidate and report in our financial statements.

~~•We paid off $68.0 million in mortgage loans payable, bringing the percentage of our real estate that is unencumbered to 99.3% at September~~ 30~~, 2022.~~

•We replaced our $260.0 million term loan that was scheduled to mature in September 2022 with a $425.0 million term loan that matures on October 18, 2027. Based on our current credit ratings and leverage and the related interest rate hedges with a notional value of $425.0 million that we entered into and commence in October 2022, our all-in interest rate on this term loan is 3.64% commencing in October 2022.

•In August, we entered into a new three-year term loan that provides us with a borrowing capacity up to $300.0 million ("2022 Unsecured Term Loan II"), none of which has been borrowed as of September 30, 2022. Borrowings under the 2022 Unsecured Term Loan II requires interest-only payments and bears interest at a variable rate based on daily, one-month or three-month secured overnight financing rate ("SOFR"), plus a 0.10% SOFR adjustment for daily and one-month SOFR or plus a 0.15% SOFR adjustment for three-month SOFR, plus 85 basis points based on our current credit ratings and consolidated leverage ratio. The 2022 Unsecured Term Loan II matures in August 2025, unless extended pursuant to two one-year extension options at our election, subject to certain conditions.

•We issued 218,230 shares of our common stock, through “at-the-market” (“ATM”) offerings, resulting in net proceeds of $12.8 million.

•We declared first, second and third quarter cash dividends of $0.295 per common share or Unit per quarter, an increase of 9.3% from the 2021 quarterly rate.

•At September 30, 2022, we had $387.6 million available for additional borrowings under our Unsecured Credit Facility, $300.0 million available under the 2022 Unsecured Term Loan II and cash and cash equivalents of $134.1 million, after excluding our Joint Venture partner's 6% share of cash and cash equivalents that we consolidate and report in our financial statements.

Results of Operations

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022. Same store properties are properties owned prior to January 1, ~~2021~~2022 and held as an in-service property through ~~September~~March 3031, ~~2022~~2023 and developments and redevelopments that were placed in service prior to January 1, ~~2021~~2022. Properties that are at least 75% occupied at acquisition are placed in service, unless we anticipate tenant move-outs within two years of ownership would drop occupancy below 75%. Properties that are less than 75% occupied at the date of acquisition are placed in service as they reach the earlier of 90% occupancy or one year subsequent to acquisition. Developments, redevelopments and acquired income-producing land parcels for which our ultimate intent is to redevelop or develop on the land parcel are placed in service as they reach the earlier of 90% occupancy or one year subsequent to development/redevelopment construction completion. Acquired properties with occupancy greater than 75% at acquisition, but with tenants that we anticipate will move out within two years of ownership, will be placed in service upon the earlier of reaching 90% occupancy or twelve months after move out. Properties are moved from the same store classification to the redevelopment classification when capital expenditures for a project are estimated to exceed 25% of the undepreciated gross book value of the property. Acquired properties are properties that were acquired subsequent to December 31, ~~2020~~2021 and held as an operating property through ~~September~~March 3031, ~~2022~~2023. Sold properties are properties that were sold subsequent to December 31, ~~2020~~2021. Developments and redevelopments (collectively referred to as "(Re)Developments") include (re)developments that were not: a) substantially complete 12 months prior to January 1, ~~2021~~2022; or b) stabilized prior to January 1, ~~2021~~2022. Other revenues are derived from the operations of properties not placed in service under one of the categories discussed above, the operations of our maintenance company, interest income, joint venture fees and other miscellaneous revenues. Other property expenses are derived from the operations of properties not placed in service under one of the categories discussed above, the operations of our maintenance company, vacant land expenses and other miscellaneous regional expenses.

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

3531

Comparison of ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2022~~2023 to ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2021~~2022

Our net income was $~~297~~60.78 million and $~~160~~37.21 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, the average daily occupancy rate of our same store properties was 9798.94% and 9597.97%, respectively.

Nine Months Ended September 30,

Three Months Ended March 31,

2022

2021

$ Change

% Change

2023

2022

$ Change

% Change

($ in 000's)

REVENUES

Same Store Properties

~~353~~128,~~625~~614

~~327~~119,~~583~~732

268,~~042~~882

7.94

Acquired Properties

42,~~930~~497

~~716~~134

42,~~214~~363

~~588~~1,763.54

Sold Properties

~~8,047~~—

173,~~586~~468

(93,~~539~~468)

(54100.20)

(Re)Developments

1813,~~876~~264

~~4,548~~734

1412,~~328~~530

~~315~~1,707.01

Other

95,~~837~~048

41,~~306~~445

53,~~531~~603

~~128~~249.43

Total Revenues

~~395~~149,~~315~~423

~~354~~125,~~739~~513

4023,~~576~~910

1119.40

Revenues from same store properties increased $268.09 million primarily due to increases in rental rates and occupancy as well as an increase in tenant recoveries. Revenues from acquired properties increased $4.2.4 million due to the 1412 industrial properties acquired subsequent to December 31, ~~2020~~2021 totaling approximately 0.75 million square feet of GLA. Revenues from sold properties decreased $93.5 million due to the 37nine industrial properties sold subsequent to December 31, ~~2020~~2021 totaling approximately 42.52 million square feet of GLA. Revenues from (re)developments increased $1412.35 million due to an increase in occupancy and tenant recoveries. Revenues from other increased $53.56 million primarily due to ~~revenues~~joint ~~related~~venture tofees ~~acquisitions that were not yet stabilized at December 31, 2020~~ and ~~therefore~~legal ~~are~~settlement ~~not~~proceeds ~~yet included in the same store pool,~~ as well as revenues from income-producing land parcels for which our ultimate intent is to redevelop or develop in the future ~~and interest income earned on our cash and cash equivalent balances~~.

Nine Months Ended September 30,

Three Months Ended March 31,

2022

2021

$ Change

% Change

2023

2022

$ Change

% Change

($ in 000's)

PROPERTY EXPENSES

Same Store Properties

8731,~~439~~900

8430,~~714~~199

21,~~725~~701

35.26

Acquired Properties

~~1,170~~574

~~219~~32

~~951~~542

~~434~~1,693.28

Sold Properties

~~2,321~~1

~~3,920~~792

(~~1,599~~791)

(4099.89)

(Re)Developments

3,~~961~~739

~~1,456~~294

23,~~505~~445

~~172~~1,171.08

Other

115,~~159~~968

84,~~077~~098

31,~~082~~870

3845.26

Total Property Expenses

~~106~~42,~~050~~182

9835,~~386~~415

76,~~664~~767

719.81

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties ~~remained~~increased ~~relatively~~$1.7 ~~unchanged~~million primarily due to an increase in real estate tax expense and insurance. Property expenses from acquired properties increased $1.0.5 million due to properties acquired subsequent to December 31, ~~2020~~2021. Property expenses from sold properties decreased $10.68 million due to properties sold subsequent to December 31, ~~2020~~2021. Property expenses from (re)developments increased $23.54 million primarily due to the substantial completion of developments. Property expenses from other increased $3.1.9 million due to an increase in real estate ~~tax~~ expense ~~related~~on to land parcels ~~purchased in 2021~~ and ~~2022 and an increase in~~ certain miscellaneous expenses.

General and administrative expense ~~remained~~increased ~~relatively~~by ~~unchanged~~$0.6 million, or 7.0%, due to an increase in compensation and other professional costs.

Joint Venture development services expense of $0.38 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2022,~~2023 relates to expenses paid to a third party to assist with the development of properties in the Joint Venture.

3632

Nine Months Ended September 30,

Three Months Ended March 31,

2022

2021

$ Change

% Change

2023

2022

$ Change

% Change

($ in 000's)

DEPRECIATION AND OTHER AMORTIZATION

Same Store Properties

9232,~~764~~126

8932,~~956~~265

~~2,808~~(139)

3(0.14)

Acquired Properties

21,~~491~~097

~~417~~—

21,~~074~~097

~~497.4~~—

Sold Properties

~~2,490~~—

~~3,884~~630

(~~1,394~~630)

(35100.90)

(Re)Developments

75,~~526~~174

~~1,365~~403

64,~~161~~771

~~451~~1,183.49

Corporate Furniture, Fixtures and Equipment and Other

31,~~441~~375

~~1,942~~612

~~1,499~~763

77124.27

Total Depreciation and Other Amortization

~~108~~39,~~712~~772

9733,~~564~~910

115,~~148~~862

1117.43

Depreciation and other amortization from same store properties ~~increased~~remained ~~$2.8~~relatively ~~million primarily due to improvements completed at our properties subsequent to September 30, 2021~~unchanged. Depreciation and other amortization from acquired properties increased $21.1 million due to properties acquired subsequent to December 31, ~~2020~~2021. Depreciation and other amortization from sold properties decreased $10.46 million due to properties sold subsequent to December 31, ~~2020~~2021. Depreciation and other amortization from (re)developments increased $64.28 million primarily due to an increase in depreciation and amortization related to completed developments. Depreciation from corporate furniture, fixtures and equipment and other increased $10.58 million due to depreciation and amortization related to properties acquired that were not yet stabilized at December 31, ~~2020~~2021 and therefore are not yet included in the same store pool.

~~For~~Interest ~~the~~expense ~~nine~~increased ~~months~~by ~~ended~~$6.5 ~~September 30~~million, ~~2022~~or 67.3%, wedue ~~recognized~~to ~~$84.2~~an ~~million~~increase ofin ~~gain~~the onweighted ~~sale~~average ofdebt ~~real~~balance ~~estate~~outstanding ~~related~~for to the ~~sale~~three ofmonths ~~eight~~ended ~~industrial~~March ~~properties~~31, ~~comprised~~2023 of($2,069.5 ~~approximately~~million) as compared to the three months ended March 31, 2022 ($1,690.63 million), ~~square~~as ~~feet~~well ofas ~~GLA~~an ~~and~~increase ~~one~~in ~~land~~the ~~parcel.~~weighted ~~For~~average interest rate for the ~~nine~~three months ended ~~September~~March 3031, ~~2021,~~2023 we(3.94%) ~~recognized~~as ~~$66.4~~compared ~~million~~to ofthe ~~gain~~three onmonths ~~sale~~ended ofMarch ~~real~~31, ~~estate~~2022 ~~related~~(3.29%), toand ~~the~~a ~~sale~~small ofdecrease 12in ~~industrial~~capitalized ~~properties~~interest ~~and~~of ~~seven~~$0.1 ~~industrial~~million ~~condominium~~during ~~units~~the ~~comprised~~three ofmonths ~~approximately~~ended ~~1.7~~March ~~million~~31, ~~square~~2023 ~~feet~~as ofcompared ~~GLA~~to ~~and~~the ~~one~~three ~~land~~months ~~parcel~~ended March 31, 2022.

~~Interest~~Amortization ~~expense~~of ~~decreased~~debt byissuance costs increased $10.31 million, or 319.76%, due to andebt ~~increase~~issuance incosts ~~capitalized~~incurred ~~interest of $4.4 million caused by an increase~~ in ~~development~~2022 ~~projects eligible for capitalization and capitalization of interest~~ related to ~~our joint venture investment during~~ the ~~nine~~issuance ~~months~~of ~~ended September 30, 2022 as compared to~~ the ~~nine~~$425.0 ~~months~~million ~~ended September 30, 2021~~ and a decrease in the weighted average interest rate for the nine months ended September 30, 2022 (3.26%) as compared to the nine months ended September 30, 2021 (3.52%), offset by an increase in the weighted average debt balance outstanding for the nine months ended September 30, 2022 ($~~1,871~~300.70 million) asterm ~~compared to the nine months ended September 30, 2021 ($1,615~~loans.~~5 million).~~

~~Amortization~~Equity ofin ~~debt~~income ~~issuance~~of ~~costs~~joint ~~decreased~~venture of $027.46 million, orfor ~~14.2%~~the three months ended March 31, ~~primarily~~2023 ~~due~~includes toour ~~amortization~~pro-rata share of ~~debt~~gain ~~issuance~~from ~~costs~~the ~~incurred~~sale inof ~~2020~~real ~~related~~estate toby the ~~one-year~~Joint ~~refinancing~~Venture of ~~the~~$19.6 million as well as an incentive fee of $~~200~~8.0 million ~~unsecured~~we ~~term~~earned ~~loan~~from ~~during~~ the ~~nine~~Joint ~~months~~Venture. ~~ended~~These ~~September~~amounts ~~30,~~include ~~2021~~our aspartner's ~~compared~~6% tointerest ~~September~~in ~~30,~~the ~~2022~~Joint Venture that we consolidate and report within our financial statements.

~~Equity~~Income intax ~~income~~expense of ~~joint ventures of~~ $~~118~~7.2 million ~~for~~is ~~the~~attributable ~~nine~~to ~~months~~taxable ~~ended~~gains ~~September~~and ~~30,~~an ~~2022~~incentive ~~includes~~fee ~~our~~recognized ~~pro-rata~~by ~~share~~one of ~~gain~~our TRSs from ~~the~~its ~~sale~~share of ~~real~~equity ~~estate~~in byincome ~~the Joint Venture of $86.4 million as well as an incentive fee of $32.3 million we earned~~ from the Joint Venture. ~~These~~during ~~amounts include our partner's 6% interest in~~ the ~~Joint~~three ~~Venture that we consolidate and report within our financial statements. Equity in loss of joint ventures for the nine~~ months ended ~~September~~March 3031, ~~2021 was not significant~~2023.

Income tax expense increased $22.2 million due to an increase in our pro-rata share of gain from the sale of land and an incentive fee earned from the Joint Venture. Our equity ownership in the Joint Venture is owned through a wholly-owned TRS.33

Comparison of Three Months Ended September 30, 2022 to Three Months Ended September 30, 2021

Our net income was $126.9 million and $43.4 million for the three months ended September 30, 2022 and 2021, respectively.

For the three months ended September 30, 2022 and 2021, the average daily occupancy rate of our same store properties was 98.1% and 96.7%, respectively.

	Three Months Ended September 30,
	2022		2021		$ Change		% Change
	($ in 000's)
REVENUES
Same Store Properties	$	120,926	$	111,305	$	9,621	8.6	%
Acquired Properties	2,558		441		2,117		480.0	%
Sold Properties	2,323		5,181		(2,858)		(55.2)	%
(Re)Developments	9,463		2,131		7,332		344.1	%
Other	4,483		2,024		2,459		121.5	%
Total Revenues	$	139,753	$	121,082	$	18,671	15.4	%

Revenues from same store properties increased $9.6 million primarily due to increases in rental rates and occupancy as well as an increase in tenant recoveries. Revenues from acquired properties increased $2.1 million due to the 14 industrial properties acquired subsequent to December 31, 2020 totaling approximately 0.7 million square feet of GLA. Revenues from sold properties decreased $2.9 million due to the 37 industrial properties sold subsequent to December 31, 2020 totaling approximately 4.5 million square feet of GLA. Revenues from (re)developments increased $7.3 million due to an increase in occupancy and tenant recoveries. Revenues from other increased $2.5 million primarily due to revenues from income-producing land parcels for which our ultimate intent is to redevelop or develop in the future and interest income earned on our cash and cash equivalent balances.

	Three Months Ended September 30,
	2022		2021		$ Change		% Change
	($ in 000's)
PROPERTY EXPENSES
Same Store Properties	$	29,773	$	28,190	$	1,583	5.6	%
Acquired Properties	550		161		389		241.6	%
Sold Properties	757		1,381		(624)		(45.2)	%
(Re)Developments	1,561		537		1,024		190.7	%
Other	3,134		3,127		7		0.2	%
Total Property Expenses	$	35,775	$	33,396	$	2,379	7.1	%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties increased $1.6 million primarily due to an increase in repairs and maintenance expense. Property expenses from acquired properties increased $0.4 million due to properties acquired subsequent to December 31, 2020. Property expenses from sold properties decreased $0.6 million due to properties sold subsequent to December 31, 2020. Property expenses from (re)developments increased $1.0 million primarily due to the substantial completion of developments. Property expenses from other remained relatively unchanged; however, an increase in real estate tax expense related to land parcels purchased in 2021 and 2022 was substantially offset by a decrease in certain miscellaneous expenses.

General and administrative expense remained relatively unchanged.

Joint Venture development services expense of $0.3 million for the three months ended September 30, 2022 relates to expenses paid to a third party to assist with the development of properties in the Joint Venture.

	Three Months Ended September 30,
	2022		2021		$ Change		% Change
	($ in 000's)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	31,140	$	30,270	$	870	2.9	%
Acquired Properties	1,381		342		1,039		303.8	%
Sold Properties	522		1,202		(680)		(56.6)	%
(Re)Developments	3,759		640		3,119		487.3	%
Corporate Furniture, Fixtures and Equipment and Other	1,530		689		841		122.1	%
Total Depreciation and Other Amortization	$	38,332	$	33,143	$	5,189	15.7	%

Depreciation and other amortization from same store properties remained relatively unchanged. Depreciation and other amortization from acquired properties increased $1.0 million due to properties acquired subsequent to December 31, 2020. Depreciation and other amortization from sold properties decreased $0.7 million due to properties sold subsequent to December 31, 2020. Depreciation and other amortization from (re)developments increased $3.1 million primarily due to an increase in depreciation and amortization related to completed developments. Depreciation from corporate furniture, fixtures and equipment and other increased $0.8 million due to depreciation and amortization related to properties acquired that were not yet stabilized at December 31, 2020 and therefore are not yet included in the same store pool.

For the three months ended September 30, 2022, we recognized $83.9 million of gain on sale of real estate related to the sale of eight industrial properties comprised of approximately 1.6 million square feet of GLA. For the three months ended September 30, 2021, we recognized $8.9 million of gain on sale of real estate related to the sale of six industrial properties and four industrial condominium units comprised of approximately 0.2 million square feet of GLA.

Interest expense increased by $3.2 million, or 32.9%, due to an increase in the weighted average debt balance outstanding for the three months ended September 30, 2022 ($2,030.1 million) as compared to the three months ended September 30, 2021 ($1,640.0 million), as well as an increase in the weighted average interest rate for the three months ended September 30, 2022 (3.36%) as compared to the three months ended September 30, 2021 (3.31%), offset by an increase in capitalized interest of $0.3 million during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Amortization of debt issuance costs remained relatively unchanged.

Equity in loss of joint ventures for both the three months ended September 30, 2022 and 2021 was not significant.

Income tax expense decreased $0.5 million due to a decrease in sales of real estate from one of our TRSs during the three months ended September 30, 2022 as compared to the three months ended September 30, 2021.

Leasing Activity

The following table provides a summary of our commenced leases for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023. The table does not include month-to-month leases or leases with terms less than twelve months.

Three Months Ended	Number ofLeasesCommenced	Square FeetCommenced(in 000's)	Net Rent PerSquare Foot (A)		Straight Line BasisRent Growth (B)		WeightedAverage LeaseTerm (C)	Lease CostsPer SquareFoot (D)		WeightedAverage TenantRetention (E)
New Leases	1824	~~663~~1,194	$	812.7363	39121.31	%	65.5	$	76.3253	N/A
Renewal Leases	2635	12,~~180~~441	$	8.6537	4965.75	%	45.75	$	12.9042	6463.50	%
Development / Acquisition Leases	46	~~1,464~~319	$	711.5191	N/A		106.56	N/A		N/A
Total / Weighted Average	4865	3,~~307~~954	$	89.1694	4585.83	%	75.76	$	3.8577	6463.50	%
Nine Months Ended
New Leases	73	2,253	$	7.66	39.1	%	6.1	$	5.37	N/A
Renewal Leases	91	4,742	$	7.42	38.1	%	5.0	$	1.75	69.2	%
Development / Acquisition Leases	21	4,144	$	7.99	N/A		10.0	N/A		N/A
Total / Weighted Average	185	11,139	$	7.68	38.4	%	7.1	$	2.92	69.2	%

_______________

(A) Net rent is the average base rent calculated in accordance with GAAP, over the term of the lease.

(B) Straight line basis rent growth is a ratio of the change in net rent (including straight line rent adjustments) on a new or renewal lease compared to the net rent (including straight line rent adjustments) of the comparable lease. New leases where there were no prior comparable leases are excluded.

(D) Lease 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. Lease costs per square foot represent the total turnover costs expected to be incurred on the leases that commenced during the period and do not reflect actual expenditures for the period.

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

The following table provides a summary of our leases that commenced during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023, which included rent concessions during the lease term.

Three Months Ended	Number ofLeasesWith Rent Concessions	Square Feet(in 000's)	Rent Concessions ($)
New Leases	1318	~~596~~826	$	1,~~734~~716
Renewal Leases	15	17628	171,117
Development / Acquisition Leases	26	~~1,334~~319	~~2,930~~550
Total	1629	1,~~947~~773	$	43,~~681~~383
Nine Months Ended
New Leases	49	1,837	$	3,422
Renewal Leases	4	185	89
Development / Acquisition Leases	16	3,872	11,729
Total	69	5,894	$	15,240

4034

Liquidity and Capital Resources

At ~~September~~March 3031, ~~2022~~2023, our cash and cash equivalents and restricted cash was approximately $~~138~~69.68 million, after excluding our Joint Venture partner's 6% share of cash and cash equivalents that we consolidate and report in our financial statements, and we also had $~~687~~590.61 million available for additional borrowings under our Unsecured Credit Facility ~~and our 2022 Unsecured Term Loan II~~ as of ~~September~~March 3031, ~~2022~~2023.

We have considered our short-term (through ~~September~~March 3031, ~~2023~~2024) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We believe that our principal short-term liquidity needs are to fund normal recurring expenses, property acquisitions, developments, renovations, expansions and other nonrecurring capital improvements, debt service requirements, the minimum distributions required to maintain the Company's REIT qualification under the Code and distributions approved by the Company's Board of Directors. We anticipate that these needs will be met with cash flows provided by operating activities as well as the disposition of select assets. These needs may also be met by the issuance of other debt or equity securities, subject to market conditions, or borrowings under our Unsecured Credit Facility ~~and 2022 Unsecured Term Loan II~~.

We expect to meet long-term (after ~~September~~March 3031, ~~2023~~2024) liquidity requirements such as property acquisitions, developments, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements through the disposition of select assets, long-term unsecured and secured indebtedness and the issuance of additional equity securities, subject to market conditions.

Our Unsecured Credit Facility ~~and~~contains ~~2022 Unsecured Term Loan II contain~~ 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 ~~September~~March 3031, ~~2022~~2023, and we anticipate that we will be able to operate in compliance with our financial covenants for the next twelve months.

As of ~~October~~April 21, ~~2022~~2023, we had approximately $~~622~~518.61 million available for additional borrowings under our Unsecured Credit Facility ~~and our 2022 Unsecured Term Loan II~~.

Our senior unsecured notes have been assigned credit ratings from Standard & Poor's, Moody's and Fitch Ratings of BBB/Stable, Baa2/Stable and BBB/Stable, respectively. 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.

4135

Cash Flow Activity

The following table summarizes our cash flow activity for the Company for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022:

	2022		2021
	2023		2022
	(In thousands)
Net cash provided by operating activities	$	~~346~~70,~~022~~318	$	~~196~~59,~~437~~898
Net cash used in investing activities	(~~511~~104,~~467~~128)		(~~291~~203,~~602~~020)
Net cash provided by (used in) financing activities	258,500		(43,473)
Net cash (used in) provided by financing activities	(39,609)		128,987

The following table summarizes our cash flow activity for the Operating Partnership for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022:

	2022		2021
	2023		2022
	(In thousands)
Net cash provided by operating activities	$	~~345~~70,~~965~~318	$	~~196~~59,~~478~~929
Net cash used in investing activities	(~~511~~104,~~467~~128)		(~~291~~203,~~602~~020)
Net cash provided by (used in) financing activities	258,557		(43,514)
Net cash (used in) provided by financing activities	(39,609)		128,956

Changes in cash flow for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, compared to the prior year comparable period are described as follows:

Operating Activities: Cash provided by operating activities increased $~~149~~10.64 million ~~(increased $149.5 million for the Operating Partnership)~~, primarily due to the following:

•increase in ~~distributions~~NOI from ~~our~~same ~~Joint~~store ~~Ventures~~properties, ofacquired ~~$118.0~~properties ~~million~~and inrecently ~~2022~~developed asproperties ~~compared~~of to$18.1 ~~2021~~million ~~due~~offset toby a ~~Joint~~decrease ~~Ventures~~in ~~sale~~NOI ofdue ~~391~~to ~~acres~~the ofdisposition ~~land for gross proceeds~~ of ~~$255~~real ~~million,~~estate of ~~which our pro-rata share of gain and incentive fee, excluding our Joint Venture partner's 6% share, was~~ $~~104~~2.47 million; and

•increase in ~~NOI~~distributions from ~~same~~our ~~store~~Joint ~~properties,~~Venture ~~acquired properties and recently developed properties~~ of $385.42 million ~~offset by a decrease~~ in ~~NOI~~2023 ~~due~~as compared to ~~the disposition of real estate of $7.9 million~~2022; offset by

•◦increase inof ~~accounts~~$6.5 ~~payable,~~million ~~accrued expenses, other liabilities, rents received~~ in ~~advance~~interest ~~and~~expense. ~~security deposits due to timing of cash payments; and~~

~~•decrease~~Investing ofActivities: Cash used in investing activities decreased $198.39 million, inprimarily ~~interest~~due ~~expense.~~to the following:

~~Investing~~•decrease ~~Activities:~~of ~~Cash~~$99.2 ~~used~~million inrelated ~~investing~~to ~~activities~~the ~~increased~~acquisition ~~$219.9~~and ~~million,~~development of real estate as well as payments for improvements and leasing commissions primarily ~~due~~related to ~~the~~fewer ~~following~~acquisitions of real estate in 2023 as compared to 2022; offset by:

•◦increase ofin ~~$233.6~~contributions ~~million related~~ to the ~~acquisition~~Joint ~~and~~Venture ~~development~~ of ~~real~~$1.6 ~~estate~~million ~~as well as payments for improvements and leasing commissions~~ in ~~2022~~2023 as compared to ~~2021; offset by:~~2022.

~~◦increase~~Financing ofActivities: ~~$7.9~~Cash ~~million~~used in ~~net~~financing ~~proceeds~~activities ~~received~~increased ~~from~~$168.6 ~~the~~million, ~~disposition~~primarily ofdue ~~real estate in 2022 as compared~~ to ~~2021;~~the ~~and~~ following:

~~◦increase~~•decrease in net ~~proceeds~~borrowings ofunder ~~$6.5~~our ~~million~~Unsecured ~~resulting~~Credit ~~from~~Facility ~~distributions~~of ~~from~~$142.0 ~~and~~million ~~contributions to our Joint Ventures~~ in ~~2022~~2023 as compared to ~~2021.~~2022;

~~Financing~~•decrease ~~Activities:~~of ~~Cash~~$12.8 ~~provided~~million byrelated ~~financing~~to ~~activities~~net ~~increased~~proceeds ~~$302.0~~from ~~million~~the ~~(increased~~issuance ~~$302.1~~of ~~million~~218,230 ~~for~~shares of the ~~Operating~~Company's ~~Partnership),~~common ~~primarily~~stock ~~due~~under toour ~~the~~ATM ~~following:~~in 2022;

•increase in ~~net~~distributions ~~borrowings~~to ~~under~~noncontrolling ~~our~~interests ~~Unsecured Credit Facility~~ of $~~204~~11.04 million in ~~2022~~2023 as compared to ~~2021~~2022; and

•increase in dividend and unit distributions of $~~165~~3.05 million indue ~~proceeds~~to ~~from refinancing~~ the ~~$260.0~~Company ~~million~~increasing ~~unsecured~~the ~~term~~dividend ~~loan~~rate ~~with~~in a2023 ~~$425.0~~as ~~million~~well ~~unsecured~~as ~~term~~an ~~loan~~increase in ~~2022;~~common ~~offset~~shares ~~by:~~and units outstanding.

◦decrease of $46.2 million related to net proceeds from the issuance of 218,230 shares of the Company's common stock under our ATM in 2022 as compared to the issuance of 1,076,955 shares of the Company's common stock under our ATM in 2021; 36

◦increase in dividend and unit distributions of $11.7 million due to the Company increasing the dividend rate in 2022 as well as an increase in common shares and units outstanding;

◦increase in repayments of mortgage loans payable of $8.3 million in 2022 as compared to 2021; and

◦increase in distributions to noncontrolling interests of $4.4 million in 2022 as compared to 2021.

Market Risk

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

Interest Rate Risk

The following analysis presents the hypothetical gain or loss in earnings, cash flows or fair value of the financial instruments and derivative instruments that are held by us at ~~September~~March 3031, ~~2022~~2023 that are sensitive to changes in interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast.

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

The Financial Conduct Authority announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after June 30, 2023. As a result, in the U.S., the Federal Reserve Board and the Federal Reserve Bank of New York identified the SOFR as its preferred alternative rate for USD LIBOR in debt and derivative financial instruments. As of ~~September~~March 3031, ~~2022~~2023, our Unsecured Credit Facility, our 2021 Unsecured Term Loan and related interest rate swaps (the "2021 Swaps") are indexed to LIBOR. Our loan documents contain provisions that contemplate alternative methods to determine the base rate applicable to our LIBOR-indexed debt to the extent LIBOR-indexed rates are not available. We plan to modify the debt agreements and the 2021 Swaps prior to June 2023 and do not anticipate the modifications will have a material impact on our Consolidated Financial Statements.

At ~~September~~March 3031, ~~2022~~2023, $1,~~208~~933.97 million or 6092.75% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. As of the same date, $~~782~~157.0 million or 397.35% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At December 31, ~~2021~~2022, $1,~~538~~933.38 million or 9593.1% of our total debt, excluding unamortized debt issuance costs, was fixed rate debt. As of the same date, $79143.0 million or 46.9% of our total debt, excluding unamortized debt issuance costs, was variable rate debt. At ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the fixed rate debt amounts include variable rate debt that has been effectively swapped to a fixed rate through the use of derivative instruments with an aggregate notional amount outstanding of $~~200~~925.0 million ~~and $460.0 million, respectively,~~ that mitigate our exposure to our Unsecured Term Loans' variable interest rates, which are based on LIBOR and SOFR. ~~Commencing~~The ~~October~~use 3,of ~~2022,~~derivative financial instruments allows us to manage the risks increases in interest ~~rate~~rates ~~swaps~~would ~~with~~have aon ~~notional~~our ~~value~~earnings ofand ~~$425~~cash flows.0 ~~million~~Currently, ~~fix~~we ~~the~~do ~~one-month~~not ~~SOFR~~enter ~~rate~~into atfinancial ~~2.69%~~instruments ~~and~~for ~~mature~~trading onor ~~September~~other ~~30,~~speculative ~~2027~~purposes.

The use of derivative financial instruments allows us to manage the risks increases in interest rates would have on our earnings and cash flows. 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 4 to the Consolidated Financial Statements for a discussion of the maturity dates of our various fixed rate debt.

Our variable rate debt is subject to risk based upon prevailing market interest rates. If the LIBOR and SOFR rates relevant to our variable rate debt were to have increased 10%, we estimate that our interest expense during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 would have increased by approximately $0.52 million based on our average outstanding floating-rate debt during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. Additionally, if weighted average interest rates on our weighted average fixed rate debt during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 were to have increased by 10% due to refinancing, interest expense would have increased by approximately $31.9 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023.

As of ~~September~~March 3031, ~~2022~~2023, the estimated fair value of our debt was approximately $1,~~868~~974.30 million based on our estimate of the then-current market interest rates.

4337

Supplemental Earnings Measure

Investors in and industry analysts following the real estate industry utilize funds from operations ("FFO") and net operating income ("NOI") as supplemental operating performance measures of an equity REIT. Historical cost accounting for real estate assets in accordance with accounting principles generally accepted in the United States of America ("GAAP") implicitly assumes that the value of real estate assets diminishes predictably over time through depreciation. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors prefer to supplement operating results that use historical cost accounting with measures such as FFO and NOI, among others. We provide information related to FFO and same store NOI ("SS NOI") both because such industry analysts are interested in such information, and because our management believes FFO and SS NOI are important performance measures. FFO and SS NOI are factors used by management in measuring our performance, including for purposes of determining the compensation of our executive officers under our ~~2022~~2023 incentive compensation plan.

Neither FFO nor SS NOI should be considered as a substitute for net income, or any other measures derived in accordance with GAAP. Neither FFO nor SS NOI represents cash generated from operating activities in accordance with GAAP and neither should be considered as an alternative to cash flow from operating activities as a measure of our liquidity, nor is either indicative of funds available for our cash needs, including our ability to make cash distributions.

Funds From Operations

The National Association of Real Estate Investment Trusts ("NAREIT") has recognized and defined for the real estate industry a supplemental measure of REIT operating performance, FFO, that excludes historical cost depreciation, among other items, from net income determined in accordance with GAAP. FFO is a non-GAAP financial measure. FFO is calculated by us in accordance with the definition adopted by the Board of Governors of NAREIT and may not be comparable to other similarly titled measures of other companies. In accordance with the ~~restated~~ NAREIT definition of FFO, we calculate FFO to be equal to net income available to First Industrial Realty Trust, Inc.'s common stockholders and participating securities, plus depreciation and other amortization of real estate, plus impairment of real estate, minus gain or plus loss on sale of real estate, net of any income tax provision or benefit associated with the sale of real estate. We also exclude the same adjustments from our share of net income from unconsolidated joint ventures.

Management believes that the use of FFO available to common stockholders and participating securities, combined with net income (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that, by excluding gains or losses related to sales of real estate assets, impairment of real estate assets and real estate asset depreciation and amortization, investors and analysts are able to identify the operating results of the long-term assets that form the core of a REIT's activity and use these operating results for assistance in comparing these operating results between periods or to those of different companies.

The following table shows a reconciliation of net income available to common stockholders and participating securities to the calculation of FFO available to common stockholders and participating securities for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022.

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2022		2021		2022		2021
	2023		2022
	(In thousands)				~~(In thousands)~~
Net Income Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	~~123~~55,~~888~~967	$	4236,~~446~~258	$	~~277,137~~	$	~~156,580~~
Adjustments:
Depreciation and Other Amortization of Real Estate	3839,~~077~~527		3233,~~886~~680		~~108,001~~		~~96,907~~
Gain on Sale of Real Estate	(83,907)		(8,879)		(84,204)		(66,378)
Gain on Sale of Real Estate (Including Incentive Fees) from the Joint Venture	(27,632)		—
Gain on Sale of Real Estate (including Incentive Fees) from Joint Ventures	—		—		(118,244)		—
Income Tax Provision - Allocable to Gain on Sale of Real Estate, Including the Joint Venture	6,997		—
Income Tax Provision - Allocable to Gain on Sale of Real Estate, Including Joint Ventures	105		337		24,348		1,888
Noncontrolling Interest Share of Adjustments	2,756		(792)
Noncontrolling Interest Share of Adjustments	1,062		(518)		15,510		(712)
Funds from Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	77,615	$	69,146
Funds from Operations Available to First Industrial Realty Trust, Inc.'s Common Stockholders and Participating Securities	$	79,225	$	66,272	$	222,548	$	188,285

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Same Store Net Operating Income

SS NOI is a non-GAAP financial measure that provides a measure of rental operations and, as calculated by us, that does not factor in depreciation and amortization, general and administrative expense, interest expense, income tax benefit and expense, ~~and~~ equity in income or loss from ~~our~~joint venture, joint ~~ventures~~venture fees and joint venture development services expense. We define SS NOI as revenues minus property expenses such as real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, minus the NOI of properties that are not same store properties and minus the impact of straight-line rent, above and below market rent amortization and lease termination fees. We exclude straight-line rent and above (below) market rent in calculating SS NOI because we believe it provides a better measure of actual cash basis rental growth for a year-over-year comparison. As so defined, SS NOI may not be comparable to same store net operating income or similar measures reported by other REITs that define same store properties or NOI differently. The major factors influencing SS NOI are occupancy levels, rental rate increases or decreases and tenant recoveries increases or decreases. Our success depends largely upon our ability to lease space and to recover the operating costs associated with those leases from our tenants.

The following table shows a reconciliation of the same store revenues and property expenses disclosed in the results of operations (and reconciled to revenues and expenses reflected on the statements of operations) to SS NOI for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2022

2021

% Change

2022

2021

% Change

2023

2022

% Change

(In thousands)

~~(In thousands)~~

Same Store Revenues

~~120~~128,~~926~~614

~~111~~119,~~305~~732

~~353,625~~

~~327,583~~

Same Store Property Expenses

(2931,~~773~~900)

(2830,~~190~~199)

~~(87,439)~~

~~(84,714)~~

Same Store Net Operating Income Before Same Store Adjustments

9196,~~153~~714

8389,~~115~~533

98.70%

~~266,186~~

~~242,869~~

~~9.6%~~

Same Store Adjustments:

Straight-line Rent

(3,~~091~~256)

(13,~~809~~049)

~~(7,979)~~

~~(9,515)~~

Above / Below Market Rent Amortization

(232)

(~~241~~258)

~~(694)~~

~~(783)~~

Lease Termination Fees

(5122)

~~(159)~~—

~~(76)~~

~~(408)~~

Same Store Net Operating Income

8793,~~779~~204

8086,~~906~~226

8.51%

~~257,437~~

~~232,163~~

~~10.9%~~

Subsequent Events

Subsequent to ~~September~~March 3031, ~~2022~~2023, we acquired one industrial property ~~and~~for ~~one~~a ~~land~~purchase ~~parcel~~price ~~for~~of an$5.2 ~~aggregate~~million, ~~purchase~~excluding ~~price~~transaction ofcosts. In addition, we sold one land parcel for $261.51 million, excluding transaction costs.

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Item 3.			Quantitative and Qualitative Disclosures About Market Risk

Response to this item is included in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" above.


Item 4.			Controls and Procedures

First Industrial Realty Trust, Inc.

The Company's management, including its principal executive officer and principal financial officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on the evaluation of these controls and procedures required by Exchange Act Rules 13a-15(b) or 15d-15(b), the Company's principal executive officer and principal financial officer have concluded that as of the end of such period the Company's disclosure controls and procedures were effective.

There has been no change in the Company's internal control over financial reporting that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

First Industrial, L.P.

The Company's management, including its principal executive officer and principal financial officer, on behalf of the Company in its capacity as the general partner of the Operating Partnership, have conducted an evaluation of the effectiveness of the Operating Partnership's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on the evaluation of these controls and procedures required by Exchange Act Rules 13a-15(b) or 15d-15(b), the Company's principal executive officer and principal financial officer, on behalf of the Company in its capacity as the general partner of the Operating Partnership, have concluded that as of the end of such period the Operating Partnership's disclosure controls and procedures were effective.

There has been no change in the Operating Partnership's internal control over financial reporting that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the Operating Partnership's internal control over financial reporting.

4640

PART II: OTHER INFORMATION


Item 1.			Legal Proceedings

None.


Item 1A.			Risk Factors

There have been no material changes to the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, ~~2021~~2022, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors. For a full description of these risk factors, please refer to "Item 1A. Risk Factors" in our annual report on Form 10-K for the year ended December 31, ~~2021~~2022.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

None.


Item 3.			Defaults Upon Senior Securities

None.


Item 4.			Mine Safety Disclosures

None.


Item 5.			Other Information

None.


Item 6.			Exhibits

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

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EXHIBIT INDEX

Exhibits						Description
10.1						~~Unsecured~~Equity ~~Term~~Distribution ~~Loan~~ Agreement, dated as of ~~August~~February 1224, ~~2022~~2023, among First Industrial, ~~L.P., First Industrial~~ Realty Trust, Inc., ~~U.S.~~First ~~Bank National Association~~Industrial, ~~Bank of America, N~~L.AP., ~~PNC~~Wells ~~Bank,~~Fargo ~~National Association~~Securities, ~~Regions~~LLC ~~Bank~~ and ~~JPMorgan~~Wells ~~Chase~~Fargo Bank, ~~N.A.~~National Association (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company and the Operating Partnership, filed ~~August~~February 1524, ~~2022~~2023, Company's File No. 1-13102 and Operating Partnership's File No. 333-21873)
10.2						Master Forward Confirmation, dated as of February 24, 2023, among First Industrial Realty Trust, Inc., First Industrial, L.P., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company and the Operating Partnership, filed February 24, 2023, Company's File No. 1-13102 and Operating Partnership's File No. 333-21873)
31.1*						Certification of Principal Executive Officer of First Industrial Realty Trust, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*						Certification of Principal Financial Officer of First Industrial Realty Trust, Inc. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.3*						Certification of Principal Executive Officer of First Industrial Realty Trust, Inc., in its capacity as the sole general partner of First Industrial, L.P., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.4*						Certification of Principal Financial Officer of First Industrial Realty Trust, Inc., in its capacity as the sole general partner of First Industrial, L.P., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1**						Certification of the Principal Executive Officer and Principal Financial Officer of First Industrial Realty Trust, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of the Principal Executive Officer and Principal Financial Officer of First Industrial Realty Trust, Inc., in its capacity as the sole general partner of First Industrial, L.P., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1*						The following financial statements from First Industrial Realty Trust, Inc.'s and First Industrial L.P.'s Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2022~~2023, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Equity / Consolidated Statement of Changes in Partners' Capital (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited)
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________


*			Filed herewith.


**			Furnished herewith.

4842

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			FIRST INDUSTRIAL REALTY TRUST, INC.

			By:			/S/ SCOTT A. MUSIL
						Scott A. Musil Chief Financial Officer (Principal Financial Officer)

			By:			/S/ SARA E. NIEMIEC
						Sara E. Niemiec Chief Accounting Officer (Principal Accounting Officer)

Date: ~~October~~April 21, ~~2022~~2023


			FIRST INDUSTRIAL, L.P.

			By:			FIRST INDUSTRIAL REALTY TRUST, INC.
						as general partner

			By:			/S/ SCOTT A. MUSIL
						Scott A. Musil Chief Financial Officer (Principal Financial Officer)

			By:			/S/ SARA E. NIEMIEC
						Sara E. Niemiec Chief Accounting Officer (Principal Accounting Officer)

Date: ~~October~~April 21, ~~2022~~2023

4943

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