UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20192022
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from______to_______.
For the transition period from              to             
Commission file number: 000-51948
jllipt-20221231_g1.jpg
Jones Lang LaSalleJLL Income Property Trust, Inc.
(Exact name of registrant as specified in its charter)

Maryland20-1432284
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
333 West Wacker Drive, Chicago, IL, 60606
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: code: (312) 897-4000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Class A Common Stock, $.01 par value
Class M Common Stock, $.01 par value
Class A-I Common Stock, $.01 par value
Class M-I Common Stock, $.01 par value
Class D Common Stock, $.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Large accelerated filer¨Accelerated filer¨Emerging growth company
Non-accelerated filerýSmaller 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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued it audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements    ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).    ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý
As of June 28, 2019,30, 2022, the aggregate market value of the 77,598,812108,205,677 shares of Class A common stock, 40,802,15324,298,368 shares of Class M common stock, 10,954,8106,106,688 shares of Class A-I common stock, 14,329,53686,818,680 shares of Class M-I common stock and 5,448,1116,041,611 shares of Class D common stock held by non-affiliates of the registrant was $943,602, $496,970, $133,539, $174,534,$1,606,897, $361,457, $90,923, $1,291,203, and $66,249$89,746 for Class A, Class M, Class A-I,
Class M-I and Class D shares, respectively, based upon the last net asset value of $12.16, $12.18, $12.19, $12.18$14.85, $14.88, $14.89, $14.87 and $12.16$14.85 per share for Class A, Class M, Class A-I, Class M-I and Class D shares, respectively.


As of March 10, 2020,27, 2023, there were 94,210,815112,809,047 shares of Class A common stock, 38,801,35526,472,493 shares of Class M common stock, 11,122,3344,891,032 shares of Class A-I common stock, 28,021,88195,761,320 shares of Class M-I common stock and 4,957,9153,023,025 shares of Class D common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the registrant’s proxy statement, which will be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 20202023 Annual Meeting of Stockholders, are incorporated by reference into Part III of this annual report. 


TABLE OF CONTENTSRisk Factor Summary
We are subject to numerous risks and uncertainties that could cause our actual results and future events to differ materially from those set forth or contemplated in our forward-looking statements, including those summarized below. The following list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be exhaustive. This risk factor summary should be read together with the more detailed discussion of risks and uncertainties set forth under “Item 1A. Risk Factors” in this Form 10-K.
Risks Related to Investment in Shares of Our Common Stock
There is no public trading market for shares of our common stock; therefore, the ability of our stockholders to dispose of their shares will likely be limited to the repurchase of shares by us which generally will not be available during the first year after the purchase. If stockholders do sell their shares to us, they may receive less than the price paid.
Our ability to repurchase shares may be limited, and our board of directors may modify or suspend our share repurchase plan at any time.
We have a history of operating losses and cannot assure you that we will sustain profitability.
The availability, timing and amount of cash distributions to you is uncertain.
Your overall return may be reduced if we pay distributions from sources other than our cash from operations.
Your purchase price may be more or less than the actual net asset value ("NAV") if our NAV is incorrectly calculated.
Our NAV per share may suddenly change if the appraised values of our properties materially change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.
The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.
Risks Related to Conflicts of Interest
Our Advisor will face a conflict of interest with respect to the allocation of investment opportunities and competition for tenants between us and other real estate programs that it advises.
Our Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, for which our Advisor is ultimately responsible for calculating.
Our Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that our Advisor’s management personnel will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
Risks Related to Adverse Changes in General Economic Conditions
Changes in economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders.
Any market deterioration may cause the value of our real estate investments to decline.
Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.
Inflation or deflation may adversely affect our financial condition and results of operations.
Risks Related to Our General Business Operations and Our Corporate Structure
We depend on our Advisor and the key personnel of our Advisor and we may not be able to secure suitable replacements in the event that we fail to retain their services.
Our Advisor’s inability to retain the services of key real estate professionals could negatively impact our performance.
We may change our investment and operational policies without stockholder consent.
Risks Related to Investments in Real Property
We depend on tenants for our revenue, and accordingly, lease terminations and/or tenant defaults, particularly by one of our significant tenants, could adversely affect the income produced by our properties, which may harm our operating performance, thereby limiting our ability to pay distributions to our stockholders.
Our revenues will be significantly influenced by the economies and other conditions of the industrial, office, residential, retail and other markets in general and the specific geographic markets in which we operate where we have high concentrations of these types of properties.
Our operating results are affected by economic and regulatory changes that impact the real estate market in general.
Our retail properties may decline in rental revenue and/or occupancy as a result of co-tenancy provisions contained in certain tenant’s leases.
We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to the existing leases, or we may expend significant efforts to re-let space, which may adversely affect our operating results.
Competition in acquiring properties may reduce our profitability and the return on your investment.
Risks Related to Investments in Real Estate-Related Assets
Our investments in real estate-related assets will be subject to the risks related to the underlying real estate.
The real estate-related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.
The value of the real estate-related securities that we may invest in may be volatile.
We may invest in mezzanine debt, which is subject to greater risks of loss than senior loans secured by real properties, and may result in losses to us.
We expect a portion of our securities portfolio to be illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.
Interest rate and related risks may cause the value of our real estate-related assets to be reduced.
Risks Related to Debt Financing
We have incurred and are likely to continue to incur mortgage or other indebtedness, which may increase our business risks, could hinder our ability to pay distributions and could decrease the value of your investment.
Renewed uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.
Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to pay distributions to our stockholders.
If we draw on our line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.
Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders.
Federal Income Tax Risks
Failure to qualify as a real estate investment trust ("REIT") would have significant adverse consequences to us.
To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.
Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce your overall return.
We may be subject to tax liabilities that reduce our cash flow and our ability to pay distributions to you even if we qualify as a REIT for federal income tax purposes.
Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.
Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
General Risk Factors
The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.



TABLE OF CONTENTS
Page
PART I
Page
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.

1


Cautionary Note Regarding Forward-Looking Statements
This Form 10-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-K is filed with the Securities and Exchange Commission (“SEC”). Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Form 10-K. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in “Item 1A. Risk Factors,” “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Presentation of Dollar Amounts
Unless otherwise noted, all dollar amounts, except per share dollar amounts, reported in this Form 10-K are in thousands.

2

PART I


Item 1.Business.
GENERAL
Except where the context suggests otherwise, the terms “we,” “us,” “our,”“our” and the “Company” and "JLL Income Property Trust" refer to Jones Lang LaSalleJLL Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.
JLL Income Property Trust, Inc., formerly known as Jones Lang LaSalle Income Property Trust, Inc., is an externally advised, daily valued perpetual-life real estate investment trust ("REIT")REIT that owns and manages a diversified portfolio of apartment, industrial, office, residential, retail and other properties located in the United States. Over time, our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and will be complemented by investments in real estate-related debt and equity securities. We were incorporated onMay 28, 2004under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of December 31, 2019, 2022, we owned interests in a total of 77 135 properties and over 4,300 single-family rental houses located in 2026 states.
We own and plan to continue to own, all or substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are the initiala limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold all or substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). This structure is intended to facilitate tax deferred contributions of properties to our operating partnership in exchange for limited partnership interests in our operating partnership. A transfer of property directly to a REIT in exchange for shares of common stock of a REIT is generally a taxable transaction to the transferring property owner. InBy using an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his or her property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction. As of December 31, 2022, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $128,421, and owned directly or indirectly 96.1% of the OP Units of our operating partnership. The remaining 3.9% of the OP Units are held by third parties.
From our inception to January 15, 2015,December 31, 2022, we raised equityhave received approximately $4,695,400 in gross offering proceeds throughfrom various public and private offerings of shares of our common stock.stock as well as issuance of OP Units. On January 16, 2015,October 1, 2012, we commenced our follow-on Registration Statement on Form S-11 was declared effective by the SEC with respect to our continuousinitial public offering of up to $2,700,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock consisting of up to $2,400,000 of sharesand since that time we have offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan (the “First Extended Public Offering”). As of July 6, 2018, the date our First Extended Public Offering terminated, we had raised aggregate gross proceeds from the sale of shares of our common stock in various public offerings registered with the SEC.
On December 21, 2021, our First Extended Public Offering of $1,138,053.
On July 6, 2018, the SEC declared our second follow-on Registration Statement on Form S-11most recent public offering (the "Second Extended"Current Public Offering") effective (Commission File No. 333-222533) to offerof up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We reservewas declared effective by the right to terminate the Second Extended Public Offering at any time and to extend the Second Extended Public Offering term to the extent permissible under applicable law.SEC. As of December 31, 2019,2022, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Second ExtendedCurrent Public Offering of $542,060.$825,192. We intend to continue to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering.
OnIn addition to our public offerings, on March 3, 2015, we commenced a private offering (the "Follow-on Private"Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of December 31, 2019,2022, we have raised aggregate gross proceeds fromof $98,188 in the sale of shares of our Class D shares in our Follow-on Private Offering of $68,591.
OnOffering. In addition, on October 16, 2019, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $500,000, which our board of directors may increase in its sole discretion,$2,000,000 in private placements exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts ("DSTs") holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of December 31, 2019,2022, we have not raised anyapproximately $759,194 of aggregate gross proceeds from our DST Program.
As of December 31, 2019, 88,007,7212022, 113,645,166 shares of Class A common stock, 39,036,77026,170,260 shares of Class M common stock, 11,153,5674,950,208 shares of Class A-I common stock, 22,589,59995,803,409 shares of Class M-I common stock, and 4,957,9153,023,025 shares of Class D common stock were outstanding and held by a total of 17,24624,496 stockholders.

LaSalle acts as our advisorAdvisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2020,2023, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of, and compensated by, our Advisor. We have no employees, as all operations are managed by our Advisor.
3

LaSalle is a wholly-owned,wholly owned, but operationally independent subsidiary, of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of December 31, 2019,2022, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of $30,867.approximately $36,300.
INVESTMENT OBJECTIVES AND STRATEGY
Investment Objectives

Our primary investment objectives are:


to generate an attractive level of current income for distribution to our stockholders;

to preserve and protect our stockholders' capital investments;

to achieve appreciation of our NAV over time; and

to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.

We cannot assure you that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.

Investment Strategy

The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets around the world. We believe this strategy will enable us to provide stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.
We believe that our broadly diversified portfolio will benefit our stockholders by providing:


diversification of sources of income;

access to attractive real estate opportunities currently in the United States and, over time, around the world; and
and

exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are often cyclical in nature, our strategy will allow us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also intend to invest in debt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”

We will leverage LaSalle's broad commercial real estate research and strategy platform and capabilities to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe have the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.


4

Investment Portfolio Allocation Targets
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors will review the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders. Each such determination and the basis therefortherefore shall be set forth in the minutes of the meetings of our board of directors. Changes to our investment guidelines must be approved by our board of directors and do not require notice to or the vote of our stockholders.

We will seek to invest:

up to 95% of our assets in properties;
up to 25% of our assets in real estate-related assets; and
up to 15% of our assets in cash, cash equivalents and other short-term investments.

Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside the target levels provided above due to factors such as a large inflow of capital over a short period of time, a lack of attractive investment opportunities or an increase in anticipated cash requirements for repurchase requests.

Sustainability and Climate Risk
We actively work to promote our growth and operations in a sustainable and responsible manner across our portfolio. Our sustainability strategy focuses on delivering long-term value to our stockholders while operating our properties in a manner to contribute to positive economic, social, and environmental outcomes for our tenants and the communities we serve.
We tailor our approach to each asset, working to protect and enhance financial returns today and in the future. We examine a range of sustainability factors for each asset that have the potential to enhance accretive value drivers, such as tenant marketability, lower operating expenses and greater appeal to future buyers, as well as to fortify defensive value protectors, such as regulatory disclosure and carbon pricing risk, physical climate risk and insurance premium risk, among others. The relative importance of these factors for any given investment opportunity will vary for many reasons including but not limited to the investment type, market, sector, tenant profile, the expected investment period and the local regulatory environment. By tailoring our approach, our Advisor is able to develop an action plan to maximize the sustainability impact and financial performance of each investment. This sustainability strategy complements our investment strategy and policies and furthers our core investment thesis.
Our sustainability activities are overseen by our Advisor’s Sustainability Governance Board. This board consists of representatives from the fund management, asset management, acquisitions, research & strategy, investor relations and sustainability teams within our Advisor. The Sustainability Governance Board supports our portfolio management team, provides input, oversight and leadership for program activities, and is responsible for ensuring that sustainability is embedded into each part of the asset life cycle and business operations.
We are focused on acquiring and maintaining high-performing, resilient properties that fit our investment strategy, while simultaneously looking for ways to mitigate operational costs and the potential external impacts of energy, water, waste, greenhouse gas emissions and climate change. Sustainability factors are incorporated throughout the investment lifecycle, and we actively pursue resource efficiency projects and sustainability certifications across the portfolio. Prior to the acquisition of a property, our Advisor conducts an in-depth investigation during the due diligence process to identify key sustainability and climate risk information.
Every year, our Advisor considers the energy performance level of each asset and the sustainability related capital and operating activities are integrated into the annual budget process. In order to identify opportunities to increase efficiency, our Advisor conducts energy audits on properties located in jurisdictions with sustainability regulations, as well as on properties with low energy performance or with significant planned capital work that will impact energy-using systems.
Climate change is a risk to us, our tenants and our other stakeholders and will require us to evaluate strategies for resilience and to incorporate sustainability risks into our long-term strategic business decisions. These risks include transitional risks such as policy, market, technology and reputational concerns, as well as physical risks, and are a focus area for us.
5

Our Advisor addresses climate risk by evaluating climate change scenarios and adapting its acquisition and portfolio review processes to address climate change vulnerabilities resulting from potential future climate scenarios. Physical and transition risks that may result from climate change could have a material adverse effect on our properties, operations and business. Our role in assessing and managing these climate-related risks and initiatives is spread across multiple teams in the organization, including executive leadership and the sustainability, acquisitions, risk management, asset management, legal and compliance and research departments.
In 2018, we became the first NAV REIT to submit to Global Real Estate Sustainability Benchmark ("GRESB"), a leading global provider of real estate environmental, social and governance benchmarking and performance assessments. For 2022, we achieved a 3-star out of 5-star GRESB rating. Also in 2022, our properties achieved 12 BREEAM In-Use Certifications, five ENERGY STAR Certifications and 31 WELL Health Safety Ratings. We conducted energy efficiency or net zero carbon audits to identify efficiency opportunities at three of our properties and are evaluating several properties for installation of solar and electric vehicle chargers. Our Advisor is committed to reduce the landlord-controlled operational carbon emissions of our portfolio of directly-managed properties to net zero by the year 2050, including a 50% reduction by 2030. In line with this, our Advisor is a signatory to the UN’s net Zero Asset Managers Initiative, ULI Greenprint’s Net Zero Goal and the US DOE’s Better Climate Challenge.
INVESTMENT POLICIES
We may invest in real estate directly or indirectly through interests in corporations, limited liability companies, partnerships and joint ventures having an equity interest in real property, real estate investment trusts, ground leases, tenant in common interests, mortgages, participating mortgages, convertible mortgages, second mortgages, mezzanine loans or other debt interests convertible into equity interests in real property, options to purchase real estate, real property purchase-and-leaseback transactions and other transactions and investments with respect to real estate.
We intend to use financial leverage to provide additional funds to support our investment activities. We expect to maintain a targeted Companycompany leverage ratio (calculated as our share of total liabilities (excluding future dealer manager fees) divided by our share of the fair value of total assets) of between approximately 30% and 50%. Our Companycompany leverage ratio was 33% and 39%36% at December 31, 20192022 and 2018, respectively.42% at December 31, 2021. We intend to continue to use portions of the proceeds from our offerings to retire certain borrowings as they mature or become available for repayment or when doing so is beneficial to achieving our investment objectives. We are precluded from borrowing more than approximately 75% of the sum of the cost of our investments (before non-cash reserves and depreciation), which is based upon the limit specified in our charter that borrowing may not exceed 300% of the cost of our net assets. “Net assets” is defined as our total assets, other than intangibles, valued at cost (prior to deducting depreciation and amortization, reserves for bad debts and other non-cash reserves) less total liabilities. However, we may temporarily borrow in excess of these amounts if such excess is approved by a majority of our board, including a majority of our independent directors, and disclosed to stockholders in our next quarterly report, along with justification for such excess. In such event, we will review our debt levels at that time and take action to reduce any such excess as soon as practicable. WeAs of December 31, 2022, we are currently in compliance with the charter limitations on our indebtedness.
Investments in Properties
We generally invest in properties located in large metropolitan areas that are well-leased with a stable tenant base and that are expected to generate predictable income. However, we may make investments in properties with other characteristics if we believe that the investments have the potential to enhance portfolio diversification or investment returns, as further described below under “Value Creation Opportunities.” There is no limitation on the amount we may invest in any single property.

We intend to manage risk through constructing and managing a broadly diversified portfolio of properties in developed markets around the world. We believe that a broadly diversified investment portfolio may offer stockholders significant benefits for a given level of risk relative to a more concentrated investment portfolio. In addition, we believe that assembling a diversified tenant base by investing in multiple properties and property types across multiple markets and geographic regions may mitigate the economic impacts associated with releasing properties or tenants potentially defaulting under their leases, since lease revenues represent the primary source of income from our real estate investments.
We will focus on acquiring and managing a portfolio of properties that provides tenants and residents with modern functionality and location desirability in order to avoid near-term obsolescence. We will generally invest in well-designed buildings that we believe present an attractive appearance, have been and are properly maintained and require minimal capital improvements in the near term. We generally do not intend to acquirematerially invest in higher risk properties in need of significant renovation, development or new construction; however, we may invest in these types of properties if we believe attractive risk-adjusted investment returns can be achieved through proactive management techniques or value-add programs, as further described below under “Value Creation Opportunities.”
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Our board of directors is responsible for determining the consideration we pay for each property we acquire. However, our board has adopted investment guidelines that delegate this authority to our Advisor, so long as our Advisor complies with these investment guidelines. The investment guidelines limit the types of properties and investment amounts that may be acquired or disposed of without the specific approval of our board.board of directors. Our board of directors may change from time to time the scope of authority delegated to our Advisor.
Subject to limitations contained in our charter, we may issue, or cause to be issued, shares of our stock or limited partnership units in our operating partnershipOP Units in any manner (and on such terms and for such consideration) in exchange for real estate. Our existing stockholders have no preemptive rights to purchase any such shares of our stock or limited partnership units,OP Units, and any such issuance might cause a dilution of a stockholder’s initial investment. We may enter into additional contractual arrangements with contributors of property under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at specified times. Although we may enter into such transactions, we do not currently intend to do so in the near term.
Global Target Markets

In general, we seek to invest in properties in well-established locations within larger metropolitan areas and with the potential for above average population or employment growth. Although we have focused, and expect to continue to focus, on investing primarily in developed markets throughout the United States, we may also invest a substantial portion of the proceeds of our offerings in markets outside of the United States. We believe that an allocation toinvestments in international investmentsmarkets that meet our investment objectives and guidelines will contribute meaningfullymaterially to the diversification of our portfolio, the ability for us to identify favorable income-generating investments and the potential for achieving attractive long-term risk-adjusted returns. We believe that opportunities for attractive risk-adjusted returns exist both withinin and outside the United States and globally.States. Most of our investments outside of the United States will be in core properties in stabilized, well-developed markets within Europe and the Asia Pacific region. We believe that our long-term strategy to acquire properties on a global basis will provide for a well-diversified portfolio that will generate attractive current returns and optimize long-term value for our stockholders.
Value Creation Opportunities
We may periodically seek to enhance investment returns through various value creation opportunities. While there are no specific limitations on the nature or amount of these types of investments, in the aggregate they are not expected to materially change the risk profile of our overall portfolio. Examples of likely value creation investments include properties with significant leasing risk, forward purchase commitments, development, redevelopment or repositioning opportunities and nontraditional or mixed-use property types. These investments generally have a higher risk and higher return profile than our primarily core strategy.


Disposition Policies

We anticipate that we will hold most of our properties for an extended period. However, we may determine to sell a property before the end of its anticipated holding period. We will monitor each investment within the portfolio and the overall portfolio composition for appropriateness in meeting our investment objectives. Our Advisor may determine to sell a property if:

an opportunity has arisen to enhance overall investment returns by reallocating capital;

there are diversification benefits associated with disposing of the property and rebalancing our investment portfolio;

in the judgment of our Advisor, the value of the property might decline or underperform as compared to our investment strategy;

an opportunity has arisen to pursue a more attractive investment;

the property was acquired as part of a portfolio acquisition and does not meet our investment guidelines;

there exists a need to generate liquidity to satisfy repurchase requests, to pay distributions to our stockholders or for working capital; or

in the judgment of our Advisor, the sale of the property is in the best interests of our stockholders.
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Generally, we intend to reinvest proceeds from the sale, financing or other disposition of properties in a manner consistent with our investment strategy and guidelines, although we may be required to distribute such proceeds to stockholders in order to comply with REIT requirements or we may make distributions for other reasons.

Investments in Real Estate-Related Assets

We may invest a portion of our portfolio in real estate-related assets other than properties. These assets may include the common and preferred stock of publicly-tradedpublicly traded real estate-related companies, preferred equity interests, mortgage loans and other real estate-related equity and debt instruments. Up to 25% of our overall portfolio may be invested in real estate-related assets. We believe that our Advisor’s ability to acquire real estate-related assets in conjunction with acquiring a portfolio of properties may provide us with additional liquidity and further diversification, which provides greater financial flexibility and discretion to construct an investment portfolio designed to achieve our investment objectives.
Our charter requires that any investment in equity securities (other than equity securities traded on a national securities exchange or included for quotation on an inter-dealer quotation system) not within the specific parameters of our investment guidelines adopted by our board of directors must be approved by a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction as being fair, competitive and commercially reasonable.

As of December 31, 2022, we had $44,182 invested in publicly traded real estate companies.
We may invest in mortgage loans consistent with the requirements for qualification as a REIT. We may originate or acquire interests in mortgage loans, generally on the same types of properties we might otherwise buy. These mortgage loans may pay fixed or variable interest rates or have “participating” features described below. Normally, mortgage loans will be secured by income-producing properties. TheyThese mortgage loans typically will be nonrecourse, which means they will not be the borrower’s personal obligations. We expect that most will be first mortgage loans, with first priority liens on the property. These mortgage loans may provide for payments of principal and interest or may provide for interest-only payments, with a balloon payment at maturity.

We may make mortgage loans that permit us to participate in the revenues from, or appreciation, of the underlying property consistent with the rules applicable for qualification as a REIT. These participations may entitle us to receive additional interest, usually calculated as a percentage of the gross income the borrower receives from operating, selling or refinancing the property. We may also receive an option to buy an interest in the property securing the participating loan.


Subject to the percentage of ownership limitations and gross income and asset requirements required for REIT qualification, we may invest in equity securities of companies engaged in real estate activities, including for the purpose of exercising control over such entities. Companies engaged in real estate activities may include, for example, REITs that either own properties or make real estate loans, real estate developers, entities with substantial real estate holdings such as limited partnerships, funds and other commingled investment vehicles, and other companies whose products and services are related to the real estate industry, such as mortgage lenders or mortgage servicing companies. We may acquire all or substantially all of the securities or assets of companies engaged in real estate activities where such investment would be consistent with our investment policies and our status as a REIT. We may also acquire exchange traded funds and mutual funds focused on REITs and real estate companies. In any event, we do not intend that our investments in securities will require us to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and we intend to generally divest appropriate securities before any such registration would be required.

Cash, Cash Equivalents and Other Short-Term Investments

We may invest up to 15% of our assets in cash, cash equivalents and other short-term investments. These types of investments may include the following, to the extent consistent with our qualification as a REIT:
money market instruments, cash and other cash equivalents (such as high-quality short-term debt instruments, including commercial paper, certificates of deposit, bankers' acceptances, repurchase agreements, interest- bearing time deposits and credit rated corporate debt securities);

U.S. government or government agency securities; and

credit rated corporate debt or asset-backed securities of U.S. or foreign entities, or credit rated debt securities of foreign governments or multi-national organizations.


Other Investments

We may, but do not presently intend to, make investments other than as previously described. At all times, we intend to make investments in such a manner consistent with maintaining our qualification as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). We do not intend to underwrite securities of other issuers.
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COMPETITION
We face competition when attempting to make real estate investments, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension funds, partnerships and individual investors. The leasing of real estate is also highly competitive. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services provided and the design and condition of the improvements.
SEASONALITY
Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.
ENVIRONMENTAL STRATEGIESGOVERNMENTAL REGULATIONS
As an owner and operator of real estate, weour operations are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, include among other things: (i) federal and state securities laws and regulations; (ii) federal, state and local tax laws and regulations, (iii) state and local laws relating to real property; (iv) federal, state and local environmental laws. laws, ordinances, and regulations, and (v) various laws relating to housing, including permanent and temporary rent control and stabilization laws, the Americans with Disabilities Act of 1990 and the Fair Housing Amendment Act of 1988, among others.
Compliance with existingthe federal, state and local laws described above has not had a material, adverse effect on our business, assets, results of operations, financial condition and results of operations,ability to pay distributions, and we do not believe itthat our existing portfolio will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed environmentalrequire us to incur material expenditures to comply with these laws or regulations applicable to our current investments in properties or investments in properties we may make in the future. During our due diligence prior to making investments in properties, we retain qualified environmental consultants to assist us in identifying and quantifying environmental risks associated with such investments.

regulations.
GEOGRAPHIC CONCENTRATION
The following table provides information regarding the geographic concentration of our real estate portfolio as of December 31, 2019:2022:
Real Estate Portfolio
Number of
Properties(1)
Net Rentable Square FeetEstimated Percent 
of Fair Value
South28 7,150,000 28 %
West54 8,311,000 39 
East33 7,047,000 24 
Midwest20 2,870,000 
Total135 25,378,000 100 %
________
(1)    Excludes over 4,300 single-family rental houses located in various markets across the United States.

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 Real Estate Portfolio
 
Number of
Properties
 Net Rentable Square Feet 
Estimated Percent 
of Fair Value
South18
 5,001,000
 25%
West29
 4,176,000
 43
East17
 3,462,000
 19
Midwest13
 2,370,000
 13
Total77
 15,009,000
 100%
The following charts sets forth the percentage of our consolidated revenues derived from properties owned in each state that accounted for more than 10% of our consolidated revenues during 2019, 2018 and 2017:
chart-1d7405aeb723556cafda03.jpgchart-46fa4d5379f15e53b04.jpg chart-5f6658e2fad95baea6ea03.jpg 
FOREIGN OPERATIONS
We previously owned one property outside the United States, a multi-tenant office building located in Calgary, Canada. We were subject to currency risk and general Canadian economy risks associated with this investment. This property accounted for approximately 7% of our consolidated office revenues for the yearyears ended December 31, 20172022, 2021 and approximately 1% of our consolidated revenues for the year ended December 31, 2017. The Canadian property was disposed of on July 26, 2017.2020:

jllipt-20221231_g2.jpgjllipt-20221231_g3.jpgjllipt-20221231_g4.jpg
DEPENDENCE ON SIGNIFICANT TENANTSRisks Related to Conflicts of Interest
Our Advisor will face a conflict of interest with respect to the allocation of investment opportunities and competition for tenants between us and other real estate programs that it advises.
Our Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, for which our Advisor is ultimately responsible for calculating.
Our Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that our Advisor’s management personnel will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
Risks Related to Adverse Changes in General Economic Conditions
Changes in economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders.
Any market deterioration may cause the value of our real estate investments to decline.
Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.
Inflation or deflation may adversely affect our financial condition and results of operations.
Risks Related to Our General Business Operations and Our Corporate Structure
We depend on our Advisor and the key personnel of our Advisor and we may not be able to secure suitable replacements in the event that we fail to retain their services.
Our Advisor’s inability to retain the services of key real estate professionals could negatively impact our performance.
We may change our investment and operational policies without stockholder consent.
Risks Related to Investments in Real Property
We depend on tenants for our revenue, and accordingly, lease terminations and/or tenant defaults, particularly by one of our significant tenants, that accounted for more than 10%could adversely affect the income produced by our properties, which may harm our operating performance, thereby limiting our ability to pay distributions to our stockholders.
Our revenues will be significantly influenced by the economies and other conditions of the consolidated revenues from their respective segmentsindustrial, office, residential, retail and other markets in general and the specific geographic markets in which we operate where we have high concentrations of these types of properties.
Our operating results are affected by economic and regulatory changes that impact the real estate market in general.
Our retail properties may decline in rental revenue and/or occupancy as a result of co-tenancy provisions contained in certain tenant’s leases.
We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to the existing leases, or we may expend significant efforts to re-let space, which may adversely affect our operating results.
Competition in acquiring properties may reduce our profitability and the return on your investment.
Risks Related to Investments in Real Estate-Related Assets
Our investments in real estate-related assets will be subject to the risks related to the underlying real estate.
The real estate-related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.
The value of the real estate-related securities that we may invest in may be volatile.
We may invest in mezzanine debt, which is subject to greater risks of loss than senior loans secured by real properties, and may result in losses to us.
We expect a portion of our securities portfolio to be illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.
Interest rate and related risks may cause the value of our real estate-related assets to be reduced.
Risks Related to Debt Financing
We have incurred and are likely to continue to incur mortgage or other indebtedness, which may increase our business risks, could hinder our ability to pay distributions and could decrease the value of your investment.
Renewed uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.
Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to pay distributions to our stockholders.
If we draw on our line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.
Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders.
Federal Income Tax Risks
Failure to qualify as a real estate investment trust ("REIT") would have significant adverse consequences to us.
To maintain our REIT status, we may have to borrow funds on a short-term basis during the years ending December 31, 2019, 2018unfavorable market conditions.
Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and 2017 werereduce your overall return.
We may be subject to tax liabilities that reduce our cash flow and our ability to pay distributions to you even if we qualify as follows:a REIT for federal income tax purposes.
Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.
Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
General Risk Factors
The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.

 For the year ended December 31,
 2019 2018 2017
Office     
Amazon(1)
45% 30% 30%
Summit Medical Group15% 12% 11%
Sugar Publishing (2)
3% 11% 9%


________TABLE OF CONTENTS
(1)Amazon, including Whole Foods, also accounted for 4%, 4%, and 5% of the consolidated revenues in the retail segment in 2019, 2018 and 2017, respectively, and 5%, 6% and 6% of the consolidated revenues in the industrial segment in 2019, 2018 and 2017, respectively.Page
PART I
(2)The property leasing to this tenant was sold
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
REPORTABLE SEGMENTS

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We alignCautionary Note Regarding Forward-Looking Statements
This Form 10-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our internalplans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, alongstrategies, financial results or other developments. Forward-looking statements can be identified by the primary property typesuse of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are targeting for investments, resultingreasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-K is filed with the Securities and Exchange Commission (“SEC”). Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in five operating segments: apartment properties, industrial properties, office properties, retail propertiesthis Form 10-K. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in “Item 1A. Risk Factors,” “Item 1. Business” and other properties. See Item 7, “Management's“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations.”
Presentation of Dollar Amounts
Unless otherwise noted, all dollar amounts, except per share dollar amounts, reported in this Form 10-K are in thousands.
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PART I

Item 1.Business.
GENERAL
Except where the context suggests otherwise, the terms “we,” “us,” “our” and Item 8, “Financial Statementsthe “Company” refer to JLL Income Property Trust, Inc. The terms “Advisor” and Supplementary Data”“LaSalle” refer to LaSalle Investment Management, Inc.
JLL Income Property Trust, Inc., formerly known as Jones Lang LaSalle Income Property Trust, Inc., is an externally advised, daily valued perpetual-life REIT that owns and manages a diversified portfolio of industrial, office, residential, retail and other properties located in the United States. Over time, our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and will be complemented by investments in real estate-related debt and equity securities. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for financial information relatedfederal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of December 31, 2022, we owned interests in a total of 135 properties and over 4,300 single-family rental houses located in 26 states.
We own substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are a limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). By using an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his or her property may transfer the property to our reportable segments.operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction. As of December 31, 2022, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $128,421, and owned directly or indirectly 96.1% of the OP Units of our operating partnership. The remaining 3.9% of the OP Units are held by third parties.

From our inception to December 31, 2022, we have received approximately $4,695,400 in gross offering proceeds from various public and private offerings of shares of our common stock as well as issuance of OP Units. On October 1, 2012, we commenced our initial public offering of common stock and since that time we have offered shares of our common stock in various public offerings registered with the SEC.
Apartment PropertiesOn December 21, 2021, our most recent public offering (the "Current Public Offering") of up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock was declared effective by the SEC. As of December 31, 2022, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Current Public Offering of $825,192. We intend to continue to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering.

In addition to our public offerings, on March 3, 2015, we commenced a private offering (the "Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of December 31, 2022, we have raised aggregate gross proceeds of $98,188 in the Private Offering. In addition, on October 16, 2019, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $2,000,000 in private placements exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts ("DSTs") holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of December 31, 2022, we have raised approximately $759,194 of aggregate gross proceeds from our DST Program.
ApartmentAs of December 31, 2022, 113,645,166 shares of Class A common stock, 26,170,260 shares of Class M common stock, 4,950,208 shares of Class A-I common stock, 95,803,409 shares of Class M-I common stock, and 3,023,025 shares of Class D common stock were outstanding and held by a total of 24,496 stockholders.
LaSalle acts as our Advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2023, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of, and compensated by, our Advisor. We have no employees, as all operations are managed by our Advisor.
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LaSalle is a wholly owned, but operationally independent subsidiary, of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of December 31, 2022, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of approximately $36,300.
INVESTMENT OBJECTIVES AND STRATEGY
Investment Objectives
Our primary investment objectives are:

to generate an attractive level of current income for distribution to our stockholders;
to preserve and protect our stockholders' capital investments;
to achieve appreciation of our NAV over time; and
to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.
We cannot assure you that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.
Investment Strategy
The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties are generally defined as having five or more dwelling unitsand real estate-related assets around the world. We believe this strategy will enable us to provide stockholders with a portfolio that are part of a single complex and offered for rental use as opposed to detached single-family residential properties. There are three main types of apartment properties: garden-style (mostly one-story apartments), low-rise and high-rise. Apartments generally have the lowest vacancy rates of anyis well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with the better performing properties typically located in markets or locations with strong employmentstable distributions and demographic dynamics. attractive long-term risk-adjusted returns.
We plan to invest in apartment propertiesbelieve that are located in or near employment centers with favorable potential for employment growth and conveniently situated with our broadly diversified portfolio will benefit our stockholders by providing:

diversification of sources of income;
access to transportationattractive real estate opportunities currently in the United States and, retailover time, around the world; and service amenities. Traditional apartment properties
exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are generally leasedoften cyclical in nature, our strategy will allow us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by apartment unitselecting investments across multiple property types and geographic regions to individual tenants for one year terms.

Industrial Properties

Industrial properties are generally categorized as warehouse/distribution centers, researchachieve portfolio stability, diversification, current income and development facilities, flex space or manufacturing. The performance of industrial properties is typically dependent on the proximity to economic centers and the movement of global trade and goods. Industrial properties typically utilizefavorable risk-adjusted returns. To a triple-net lease structure pursuant to which the tenant is generally responsible for property operating expenses in addition to base rent which can help mitigate the risks associated with rising expenses. Welesser degree, we also intend to invest in industrialdebt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”
We will leverage LaSalle's broad commercial real estate research and strategy platform and capabilities to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe have the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.

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Investment Portfolio Allocation Targets
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors will review the investment guidelines to ensure that the guidelines are locatedbeing followed and are in major distribution hubsthe best interests of our stockholders. Each such determination and near transportation modes such as port facilities, airports, rail lines and major highway systems.

Office Properties

Office sector properties are generally categorized based upon location and quality. Buildings maythe basis therefore shall be locatedset forth in Central Business Districts ("CBDs") or suburbs. Buildings may also be classified by general quality and size, ranging from Class A properties, which are generally large-scale buildingsthe minutes of the highest-quality, to Class C buildings which are below investment grade. We intend to invest in Class A or B office properties that are near areas of dense population, have sufficient transportation access or are located within well-established suburban office/business parks or CBDs. We also anticipate that a portion of the office properties in which we invest will be medical office and healthcare related facilities. We expect the durationmeetings of our office leasesboard of directors. Changes to our investment guidelines must be generally between fiveapproved by our board of directors and do not require notice to ten years, which can help mitigateor the volatilityvote of our portfolio's income.stockholders.


Retail Properties
The retail sector is comprised of five main formats: neighborhood retail, community centers, regional centers, super-regional centers and single-tenant stores. Location, convenience, accessibility and tenant mix are generally considered to be among the key criteria for successful retail investments. Retail leases tend to range from three to five years for small tenants and ten to 15 years for large anchor tenants. Leases, particularly for anchor tenants, may include a base payment plus a percentage of retail sales. Household incomes and population density are generally considered to be key drivers of local retail demand. We will seek investments in retail properties that are located within densely populated residential areas with favorable demographic characteristics and near other retail and service amenities.

Other Properties
The other property sector is currently comprised of parking facilities. The parking industry is large and fragmented and includes facilities that provide short-term parking spaces for vehicles on an hourly, daily, weekly or monthly basis. Parking structures can range from surface lots to larger multi-level buildings. Location and the local trade area are critically important to the performance of parking facilities. In addition to location, parking rates offered at a facility have a significant influence on a driver’s decision to use a particular facility.  We will seek to invest principallyinvest:

up to 95% of our assets in parking facilitiesproperties;
up to 25% of our assets in densely populated urban areas with high barriersreal estate-related assets; and
up to entry15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside the target levels provided above due to factors such as a large inflow of capital over a short period of time, a lack of attractive investment opportunities or an increase in anticipated cash requirements for new competitionrepurchase requests.
Sustainability and multiple demand drivers.Climate Risk

We actively work to promote our growth and operations in a sustainable and responsible manner across our portfolio. Our sustainability strategy focuses on delivering long-term value to our stockholders while operating our properties in a manner to contribute to positive economic, social, and environmental outcomes for our tenants and the communities we serve.
We tailor our approach to each asset, working to protect and enhance financial returns today and in the future. We examine a range of sustainability factors for each asset that have the potential to enhance accretive value drivers, such as tenant marketability, lower operating expenses and greater appeal to future buyers, as well as to fortify defensive value protectors, such as regulatory disclosure and carbon pricing risk, physical climate risk and insurance premium risk, among others. The relative importance of these factors for any given investment opportunity will vary for many reasons including but not limited to the investment type, market, sector, tenant profile, the expected investment period and the local regulatory environment. By tailoring our approach, our Advisor is able to develop an action plan to maximize the sustainability impact and financial performance of each investment. This sustainability strategy complements our investment strategy and policies and furthers our core investment thesis.
AVAILABLE INFORMATIONOur sustainability activities are overseen by our Advisor’s Sustainability Governance Board. This board consists of representatives from the fund management, asset management, acquisitions, research & strategy, investor relations and sustainability teams within our Advisor. The Sustainability Governance Board supports our portfolio management team, provides input, oversight and leadership for program activities, and is responsible for ensuring that sustainability is embedded into each part of the asset life cycle and business operations.
We are subjectfocused on acquiring and maintaining high-performing, resilient properties that fit our investment strategy, while simultaneously looking for ways to mitigate operational costs and the potential external impacts of energy, water, waste, greenhouse gas emissions and climate change. Sustainability factors are incorporated throughout the investment lifecycle, and we actively pursue resource efficiency projects and sustainability certifications across the portfolio. Prior to the information requirementsacquisition of a property, our Advisor conducts an in-depth investigation during the due diligence process to identify key sustainability and climate risk information.
Every year, our Advisor considers the energy performance level of each asset and the sustainability related capital and operating activities are integrated into the annual budget process. In order to identify opportunities to increase efficiency, our Advisor conducts energy audits on properties located in jurisdictions with sustainability regulations, as well as on properties with low energy performance or with significant planned capital work that will impact energy-using systems.
Climate change is a risk to us, our tenants and our other stakeholders and will require us to evaluate strategies for resilience and to incorporate sustainability risks into our long-term strategic business decisions. These risks include transitional risks such as policy, market, technology and reputational concerns, as well as physical risks, and are a focus area for us.
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Our Advisor addresses climate risk by evaluating climate change scenarios and adapting its acquisition and portfolio review processes to address climate change vulnerabilities resulting from potential future climate scenarios. Physical and transition risks that may result from climate change could have a material adverse effect on our properties, operations and business. Our role in assessing and managing these climate-related risks and initiatives is spread across multiple teams in the organization, including executive leadership and the sustainability, acquisitions, risk management, asset management, legal and compliance and research departments.
In 2018, we became the first NAV REIT to submit to Global Real Estate Sustainability Benchmark ("GRESB"), a leading global provider of real estate environmental, social and governance benchmarking and performance assessments. For 2022, we achieved a 3-star out of 5-star GRESB rating. Also in 2022, our properties achieved 12 BREEAM In-Use Certifications, five ENERGY STAR Certifications and 31 WELL Health Safety Ratings. We conducted energy efficiency or net zero carbon audits to identify efficiency opportunities at three of our properties and are evaluating several properties for installation of solar and electric vehicle chargers. Our Advisor is committed to reduce the landlord-controlled operational carbon emissions of our portfolio of directly-managed properties to net zero by the year 2050, including a 50% reduction by 2030. In line with this, our Advisor is a signatory to the UN’s net Zero Asset Managers Initiative, ULI Greenprint’s Net Zero Goal and the US DOE’s Better Climate Challenge.
INVESTMENT POLICIES
We may invest in real estate directly or indirectly through interests in corporations, limited liability companies, partnerships and joint ventures having an equity interest in real property, real estate investment trusts, ground leases, tenant in common interests, mortgages, participating mortgages, convertible mortgages, second mortgages, mezzanine loans or other debt interests convertible into equity interests in real property, options to purchase real estate, real property purchase-and-leaseback transactions and other transactions and investments with respect to real estate.
We intend to use financial leverage to provide additional funds to support our investment activities. We expect to maintain a targeted company leverage ratio (calculated as our share of total liabilities (excluding future dealer manager fees) divided by our share of the Exchange Act. Therefore, we file periodic reports, proxy statementsfair value of total assets) of between approximately 30% and 50%. Our company leverage ratio was 36% at December 31, 2022 and 42% at December 31, 2021. We intend to continue to use portions of the proceeds from our offerings to retire certain borrowings as they mature or become available for repayment or when doing so is beneficial to achieving our investment objectives. We are precluded from borrowing more than approximately 75% of the sum of the cost of our investments (before non-cash reserves and depreciation), which is based upon the limit specified in our charter that borrowing may not exceed 300% of the cost of our net assets. “Net assets” is defined as our total assets, other than intangibles, valued at cost (prior to deducting depreciation and amortization, reserves for bad debts and other informationnon-cash reserves) less total liabilities. However, we may temporarily borrow in excess of these amounts if such excess is approved by a majority of our board, including a majority of our independent directors, and disclosed to stockholders in our next quarterly report, along with the SEC. The SEC maintains a website (www.sec.gov) where the reports, proxyjustification for such excess. In such event, we will review our debt levels at that time and information statements, and other information that we file electronically with the SEC can be accessed free of charge. Our website is www.JLLIPT.com. We may use our website as a distribution channel for material information about our Company. Our reports on Forms 10-K, 10-Q and 8-K, and all amendmentstake action to those reports are posted on our websitereduce any such excess as soon as reasonably practicable afterpracticable. As of December 31, 2022, we are in compliance with the reportscharter limitations on our indebtedness.
Investments in Properties
We generally invest in properties located in large metropolitan areas that are electronically filedwell-leased with or furnisheda stable tenant base and that are expected to the SEC. The contents of our website are not incorporated by reference.
INSURANCE
Althoughgenerate predictable income. However, we may make investments in properties with other characteristics if we believe ourthat the investments are currently adequately covered by insurance consistent withhave the terms and levels of coverage that are standard in our industry, we cannot predict at this time if we will be ablepotential to obtain adequate coverage at a reasonable cost in the future.
EMPLOYEES
We have no paid employees. The employees of our Advisorenhance portfolio diversification or its affiliates provide management, acquisition, advisory and certain other administrative services for us.
On November 4, 2014,investment returns, as contemplated in our Advisory Agreement, we agreed to reimburse LaSalle for a portion of certain of our executive officers’ compensation associated with work performed on the First Extended Public Offering prior to the effective date. Under this arrangement a total of $125 was reimbursed over a four-year period beginning on January 16, 2015.


Item 1A.Risk Factors.
You should consider carefully the risksfurther described below and the other information in this Form 10-K, including our consolidated financial statements and the related notes included elsewhere in this Form 10-K. If any of the following risks actually occur, they may materially harm our business and our financial condition and results of operations and cause the NAV to decline.
Risks Related to Investing in Shares of Our Common Stock
under “Value Creation Opportunities.” There is no public trading marketlimitation on the amount we may invest in any single property.
We intend to manage risk through constructing and managing a broadly diversified portfolio of properties in developed markets around the world. We believe that a broadly diversified investment portfolio may offer stockholders significant benefits for a given level of risk relative to a more concentrated investment portfolio. In addition, we believe that assembling a diversified tenant base by investing in multiple properties and property types across multiple markets and geographic regions may mitigate the economic impacts associated with releasing properties or tenants potentially defaulting under their leases, since lease revenues represent the primary source of income from our real estate investments.
We will focus on acquiring and managing a portfolio of properties that provides tenants and residents with modern functionality and location desirability in order to avoid near-term obsolescence. We will generally invest in well-designed buildings that we believe present an attractive appearance, have been and are properly maintained and require minimal capital improvements in the near term. We generally do not intend to materially invest in higher risk properties in need of significant renovation, development or new construction; however, we may invest in these types of properties if we believe attractive risk-adjusted investment returns can be achieved through proactive management techniques or value-add programs, as further described below under “Value Creation Opportunities.”
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Our board of directors is responsible for determining the consideration we pay for each property we acquire. However, our board has adopted investment guidelines that delegate this authority to our Advisor, so long as our Advisor complies with these investment guidelines. The investment guidelines limit the types of properties and investment amounts that may be acquired or disposed of without the specific approval of our board of directors. Our board of directors may change from time to time the scope of authority delegated to our Advisor.
Subject to limitations contained in our charter, we may issue, or cause to be issued, shares of our common stock; therefore, the abilitystock or OP Units in any manner (and on such terms and for such consideration) in exchange for real estate. Our existing stockholders have no preemptive rights to purchase any such shares of our stockholdersstock or OP Units, and any such issuance might cause a dilution of a stockholder’s initial investment. We may enter into additional contractual arrangements with contributors of property under which we would agree to dispose of their shares will likely be limited to the repurchase of shares by us which generally will not be available during the first year after the purchase. If stockholders do sell their shares to us, they may receive less than the price paid.
There is no current public trading marketa contributor’s units for shares of our common stock or cash, at the option of the contributor, at specified times.
Global Target Markets
In general, we seek to invest in properties in well-established locations within larger metropolitan areas and with the potential for above average population or employment growth. Although we have focused, and expect to continue to focus, on investing primarily in developed markets throughout the United States, we may also invest a substantial portion of the proceeds of our offerings in markets outside of the United States. We believe that investments in international markets that meet our investment objectives and guidelines will contribute materially to the diversification of our portfolio, the ability for us to identify favorable income-generating investments and the potential for achieving attractive long-term risk-adjusted returns. We believe that opportunities for attractive risk-adjusted returns exist both in and outside the United States. Most of our investments outside of the United States will be in core properties in stabilized, well-developed markets within Europe and the Asia Pacific region. We believe that our long-term strategy to acquire properties on a global basis will provide for a well-diversified portfolio that will generate attractive current returns and optimize long-term value for our stockholders.
Value Creation Opportunities
We may periodically seek to enhance investment returns through various value creation opportunities. While there are no specific limitations on the nature or amount of these types of investments, in the aggregate they are not expected to materially change the risk profile of our overall portfolio. Examples of likely value creation investments include properties with significant leasing risk, forward purchase commitments, development, redevelopment or repositioning opportunities and nontraditional or mixed-use property types. These investments generally have a higher risk and higher return profile than our primarily core strategy.
Disposition Policies
We anticipate that we will hold most of our properties for an extended period. However, we may determine to sell a property before the end of its anticipated holding period. We will monitor each investment within the portfolio and the overall portfolio composition for appropriateness in meeting our investment objectives. Our Advisor may determine to sell a property if:
an opportunity has arisen to enhance overall investment returns by reallocating capital;
there are diversification benefits associated with disposing of the property and rebalancing our investment portfolio;
in the judgment of our Advisor, the value of the property might decline or underperform as compared to our investment strategy;
an opportunity has arisen to pursue a more attractive investment;
the property was acquired as part of a portfolio acquisition and does not meet our investment guidelines;
there exists a need to generate liquidity to satisfy repurchase requests, to pay distributions to our stockholders or for working capital; or
in the judgment of our Advisor, the sale of the property is in the best interests of our stockholders.
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Generally, we intend to reinvest proceeds from the sale, financing or other disposition of properties in a manner consistent with our investment strategy and guidelines, although we may be required to distribute such proceeds to stockholders in order to comply with REIT requirements or we may make distributions for other reasons.
Investments in Real Estate-Related Assets
We may invest a portion of our portfolio in real estate-related assets other than properties. These assets may include the common and preferred stock of publicly traded real estate-related companies, preferred equity interests, mortgage loans and other real estate-related equity and debt instruments. Up to 25% of our overall portfolio may be invested in real estate-related assets. We believe that our Advisor’s ability to acquire real estate-related assets in conjunction with acquiring a portfolio of properties may provide us with additional liquidity and further diversification, which provides greater financial flexibility and discretion to construct an investment portfolio designed to achieve our investment objectives.
Our charter requires that any investment in equity securities (other than equity securities traded on a national securities exchange or included for quotation on an inter-dealer quotation system) not within the specific parameters of our investment guidelines adopted by our board of directors must be approved by a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction as being fair, competitive and commercially reasonable. As of December 31, 2022, we had $44,182 invested in publicly traded real estate companies.
We may invest in mortgage loans consistent with the requirements for qualification as a REIT. We may originate or acquire interests in mortgage loans, generally on the same types of properties we might otherwise buy. These mortgage loans may pay fixed or variable interest rates or have “participating” features described below. Normally, mortgage loans will be secured by income-producing properties. These mortgage loans typically will be nonrecourse, which means they will not be the borrower’s personal obligations. We expect that most will be first mortgage loans, with first priority liens on the property. These mortgage loans may provide for payments of principal and interest or may provide for interest-only payments, with a balloon payment at maturity. We may make mortgage loans that permit us to participate in the revenues from, or appreciation, of the underlying property consistent with the rules applicable for qualification as a REIT. These participations may entitle us to receive additional interest, usually calculated as a percentage of the gross income the borrower receives from operating, selling or refinancing the property. We may also receive an option to buy an interest in the property securing the participating loan.
Subject to the percentage of ownership limitations and gross income and asset requirements required for REIT qualification, we may invest in equity securities of companies engaged in real estate activities, including for the purpose of exercising control over such entities. Companies engaged in real estate activities may include, for example, REITs that either own properties or make real estate loans, real estate developers, entities with substantial real estate holdings such as limited partnerships, funds and other commingled investment vehicles, and other companies whose products and services are related to the real estate industry, such as mortgage lenders or mortgage servicing companies. We may acquire all or substantially all of the securities or assets of companies engaged in real estate activities where such investment would be consistent with our investment policies and our status as a REIT. We may also acquire exchange traded funds and mutual funds focused on REITs and real estate companies. In any event, we do not intend that our investments in securities will require us to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and we intend to generally divest appropriate securities before any such registration would be required.
Cash, Cash Equivalents and Other Short-Term Investments
We may invest up to 15% of our assets in cash, cash equivalents and other short-term investments. These types of investments may include the following, to the extent consistent with our qualification as a REIT:
money market instruments, cash and other cash equivalents (such as high-quality short-term debt instruments, including commercial paper, certificates of deposit, bankers' acceptances, repurchase agreements, interest- bearing time deposits and credit rated corporate debt securities);
U.S. government or government agency securities; and
credit rated corporate debt or asset-backed securities of U.S. or foreign entities, or credit rated debt securities of foreign governments or multi-national organizations.
Other Investments
We may, but do not presently intend to, make investments other than as previously described. At all times, we intend to make investments in such a manner consistent with maintaining our qualification as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). We do not intend to underwrite securities of other issuers.
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COMPETITION
We face competition when attempting to make real estate investments, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension funds, partnerships and individual investors. The leasing of real estate is also highly competitive. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services provided and the design and condition of the improvements.
SEASONALITY
Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.
GOVERNMENTAL REGULATIONS
As an owner of real estate, our operations are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, include among other things: (i) federal and state securities laws and regulations; (ii) federal, state and local tax laws and regulations, (iii) state and local laws relating to real property; (iv) federal, state and local environmental laws, ordinances, and regulations, and (v) various laws relating to housing, including permanent and temporary rent control and stabilization laws, the Americans with Disabilities Act of 1990 and the Fair Housing Amendment Act of 1988, among others.
Compliance with the federal, state and local laws described above has not had a material, adverse effect on our business, assets, results of operations, financial condition and ability to pay distributions, and we do not expectbelieve that such a public marketour existing portfolio will ever develop. Therefore,require us to incur material expenditures to comply with these laws and regulations.
GEOGRAPHIC CONCENTRATION
The following table provides information regarding the repurchase of shares by us will likely be the only way for stockholders to dispose of their shares. We will repurchase shares at a price equal to our NAV per share of the class of shares being repurchased on the date of repurchase, and not based on the price at which the shares were purchased. Shares are not eligible for repurchase for the first year after purchase except upon death or disability of a stockholder; provided, however, that shares issued pursuant to our distribution reinvestment plan are not subject to the one-year holding period. In addition, we may repurchase shares if a stockholder fails to maintain a minimum balance of $5 in shares, even if the failure to meet the minimum balance is caused solely by a decline in our NAV. As a result of these termsgeographic concentration of our share repurchase plan, stockholders may receive less than the price they paid for their shares when they sell them to us pursuant to our share repurchase plan.

Our ability to repurchase shares may be limited, and our board of directors may modify or suspend our share repurchase plan at any time.
Our share repurchase plan limits the funds we may use to purchase shares each calendar quarter to 5% of the combined NAV of all classes of sharesreal estate portfolio as of December 31, 2022:
Real Estate Portfolio
Number of
Properties(1)
Net Rentable Square FeetEstimated Percent 
of Fair Value
South28 7,150,000 28 %
West54 8,311,000 39 
East33 7,047,000 24 
Midwest20 2,870,000 
Total135 25,378,000 100 %
________
(1)    Excludes over 4,300 single-family rental houses located in various markets across the last dayUnited States.

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The following charts sets forth the previous calendar quarter, which means that in any 12-month period, we limit repurchases to approximately 20%percentage of our total NAV. The vast majorityconsolidated revenues derived from properties owned in each state that accounted for more than 10% of our assets consist of properties that cannot generally be liquidated quickly. Therefore, we may not always have a sufficient amount of cash to immediately satisfy repurchase requests. Our board of directors may modify or suspend for any period of time or indefinitely our share repurchase plan should repurchase requests, inconsolidated revenues during the business judgment of our board of directors, place an undue burden on our liquidity, adversely affect our investment operations or pose a risk of having a material adverse impact on stockholders whose shares are not repurchased. Because our board of directors is not required to authorize the recommencement of the share repurchase plan within any specified period of time, our board of directors may effectively terminate the plan by suspending it indefinitely. As a result, our stockholders’ ability to have their shares repurchased by us may be limitedyears ended December 31, 2022, 2021 and at times no liquidity may be available for our stockholders’ investment in us.2020:

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We have a history of operating losses and cannot assure you that we will sustain profitability.
As a consequence of recognizing depreciation in connection with the properties we own, we have a history of operating losses and cannot assure you that we will sustain profitability. As a result, since our inception in 2004, we have experienced net losses (calculated in accordance with U.S. generally accepted accounting principles ("GAAP")) over a number of years. The extent of our future operating losses are highly uncertain, and we may not sustain profitability.

The availability, timing and amount of cash distributions to you is uncertain.
Our board of directors declared quarterly distributions for our stockholders beginning in the first quarterly period following the initial closing of our first offering on December 23, 2004 through March 31, 2009. We did not pay distributions for the nine quarterly periods from March 2009 to September 30, 2011, but we have declared quarterly distributions for our stockholders every quarter since. Most recently, on March 3, 2020, our board of directors declared a quarterly distribution of $0.135 per share for the first quarter of 2020. We bear all expenses incurred in our operations, which are deducted from cash funds generated from operations prior to computing the amount of cash for distribution to stockholders. In addition, our board of directors, in its discretion, may retain any portion of such funds for working capital or other purposes, which was the policy of our board of directors between March 2009 through September 2011 when we suspended our distributions as a part of our cash conservation strategy adopted in response to the uncertain economic climate and extraordinary conditions in the commercial real estate industry.


Your overall return may be reduced if we pay distributions from sources other than our cash from operations.
To date, all of the distributions we have paid to stockholders have been funded through a combination of cash flow from our operations and borrowings. We may not generate sufficient cash flow from operations to fully fund distributions to stockholders. Therefore, we may choose to use cash flows from financing activities, which include borrowings (including borrowings secured by our assets), net proceeds of our public and private offerings or other sources to fund distributions to our stockholders. We may be required to continue to fund our regular distributions from a combination of some of these sources if our investments fail to perform as anticipated, our expenses are greater than expected or due to numerous other factors. We have not established a limit on the amount of our distributions that may be paid from any of these sources. Using certain of these sources may result in a liability to us, which would require a future repayment. The use of these sources for distributions and the ultimate repayment of any liabilities incurred could adversely impact our ability to pay distributions in future periods, decrease our NAV, decrease the amount of cash we have available for operations and new investments and adversely impact the value of an investment in our shares of common stock.
Your purchase price may be more or less than the actual NAV if our NAV is incorrectly calculated.
If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our common stock or the price paid for the repurchase of your shares of common stock on a given date may not accurately reflect the value of our portfolio, and your shares may be worth more or less than the purchase or repurchase price.
Risks Related to Conflicts of Interest
Our Advisor will face a conflict of interest with respect to the allocation of investment opportunities and competition for tenants between us and other real estate programs that it advises.
Our Advisor’s officers and key real estate professionals will identify potential investments in properties and other real estate-related assets that are consistent with our investment guidelines for our possible acquisition. However, our Advisor may not acquire an investment in a property unless it has reviewed and approved presenting it to us in accordance with its allocation policies. LaSalle and its affiliates will advise other investment programs that invest in properties and real estate-related assets in which we may be interested, including the DST Program. LaSalle could face conflicts of interest in determining which programs will have the opportunity to acquire and participate in such investments as they become available. As a result, other investment programs advised by LaSalle may compete with us with respect to certain investments that we may want to acquire. Our Advisor also has discretion to choose which of our properties to syndicate in the DST Program, which presents conflicts because our Advisor and LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor (the “Dealer Manager”), earn fees from the DST Program.
In addition, we may acquire properties in geographic areas where other investment programs advised by LaSalle own properties. Therefore, our properties may compete for tenants with other properties owned by such investment programs. If one of such investment programs attracts a tenant that we are competing for, we could suffer a loss of revenue due to delays locating another suitable tenant.
Our Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, for which our Advisor is ultimately responsible.responsible for calculating.
Our Advisor is paid a fee for its services based on our NAV, which is calculated by ALPS Fund Services Inc. under the supervision of our Advisor. The calculation of our NAV includes certain subjective judgments of our Advisor and our independent valuation advisor, including estimates of fair value of particular assets, and therefore may not correspond to realizable value upon a sale of those assets.
Our Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that our Advisor’s management personnel will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
All of our Advisor’s management personnel, other employees, affiliates and related parties may also provide services to other affiliated entities of our Advisor. We are not able to estimate the amount of time that such management personnel will devote to our business. As a result, certain of our Advisor’s management personnel may have conflicts of interest in allocating their time between our business and their other activities which may include advising and managing various other real estate programs and ventures, which may be numerous and may change as programs are closed or new programs are formed. During times of significant activity in other programs and ventures, the time they devote to our business may decline and be less than we would require. There can be no assurance that our Advisor’s affiliates will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.

Our Advisor and its affiliates, including our officers and some of our directors, face conflicts of interest caused by compensation arrangements with us and other LaSalle affiliated entities, which could result in actions that are not in our stockholders’ best interests.
Our Advisor and its affiliates receive substantial fees from us in return for their services and these fees could influence our Advisor’s advice to us. Among other matters, the compensation arrangements could affect their judgment with respect to:
the continuation, renewal or enforcement of our agreements with our Advisor and its affiliates, including the Advisory Agreement;
the decision to adjust the value of our real estate portfolio or the value of certain portions of our portfolio of other real estate-related assets, or the calculation of our NAV;
public offerings of equity by us, which may result in increased advisory fees of the Advisor;
competition for tenants from affiliated programs that own properties in the same geographic area as us;
whether to sell interests in certain of our real properties through the DST Program and to select which properties to be sold through the DST Program; and
asset sales, which may allow LaSalle or its affiliates to earn disposition fees and commissions.
We currently have, and may enter into, agreements with subsidiaries of our Sponsor to perform certain services for our real estate portfolio.
Subsidiaries of our Sponsor provide property management, leasing and other services to property owners, and currently provides certain services to us with respect to a portion of our properties, and we may engage subsidiaries of our Sponsor to perform additional property or construction management, leasing and other services related to our real estate portfolio. The fees, commissions and expense reimbursements paid to our Sponsor in connection with these services have not and will not be determined with the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties. Even though all such agreements will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could receive from a third party.
The time and resources that LaSalle affiliated entities devote to us may be diverted and we may face additional competition due to the fact that LaSalle affiliated entities are not prohibited from raising money for another entity that makes the same types of investments that we target.
LaSalle affiliated entities are not prohibited from raising money for another investment entity that makes the same types of investments as those we target. As a result, the time and resources they could devote to us may be diverted. In addition, we may compete with any such investment entity for the same investors and investment opportunities. We may also co-invest with any such investment entity. Even though all such co-investments will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could achieve co-investing with a third party.
Our Advisor may have conflicting fiduciary obligations if we acquire properties with its affiliates or other related entities; as a result, in any such transaction we may not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.
Our Advisor has in the past and may in the future cause us to acquire an interest in a property from its affiliates or through a joint venture with its affiliates or to dispose of an interest in a property to its affiliates. In these circumstances, our Advisor will have a conflict of interest when fulfilling its fiduciary obligation to us. In any such transaction we may not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties. Even though all such transactions will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could receive from a third party.

Our executive officers, our affiliated directors and the key real estate professionals acting on behalf of our Advisor face conflicts of interest related to their positions or interests in affiliates of our Advisor, which could hinder our ability to implement our business strategy and to generate returns to our stockholders.
Our executive officers, our affiliated directors and the key real estate professionals acting on behalf of our Advisor may also be involved in the management of other real estate businesses, including other LaSalle affiliated entities, and separate accounts established for institutional investors, each of which invests in the real estate or real estate-related assets. As a result, they owe fiduciary duties to each of these entities and their investors, which fiduciary duties may from time to time conflict with the fiduciary duties that they owe to us and our stockholders. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our investment strategy. These individuals face conflicts of interest in allocating their time among us and such other funds, investors and activities. These conflicts of interest could cause these individuals to allocate less of their time to us than we may require, which may adversely impact our operations.
Risks Related to Adverse Changes in General Economic Conditions
Changes in global economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders.
We are subject to risks generally incident to the ownership of real estate-related assets, including changes in global, national, regional or local economic, demographic and real estate market conditions, as well as other factors particular to the locations of our investments. A recession could adversely impact our investments as a result of, among other items, increased tenant defaults under our leases, lower demand for rentable space, as well as potential oversupply of rentable space, each of which could lead to increased concessions, tenant improvement expenditures or reduced rental rates to maintain occupancies. These conditions could also adversely impact the financial condition of the tenants that occupy our real properties and, as a result, their ability to pay us rents.
We have recorded impairments of our real estate as a result of such conditions. To the extent that a general economic slowdown is prolonged or becomes more severe or real estate fundamentals deteriorate, it may have a significant and adverse impact on our revenues, results from operations, financial condition, liquidity, overall business prospects and ultimately our ability to pay distributions to our stockholders.
Any market deterioration may cause the value of our real estate investments to decline.
If the current economic or real estate environment were to worsen in the markets where our properties are located, the NAV per share of our common stockEconomic events that may experience more volatility or decline as a result. Volatility in the fair value and operating performance of commercial real estate has made estimating cash flows from our real estate investments difficult, since such estimates are dependent upon our judgment regarding numerous factors, including, but not limited to, current and potential future refinancing availability, fluctuations in regional or local real estate values and fluctuations in regional or local rental or occupancy rates, real estate tax rates and other operating expenses.
We cannot assurecause our stockholders to request that we will not have to realize or record impairment charges, or experience disruptions inrepurchase their shares may materially adversely affect our cash flows and/or permanent losses related to our real estate investments or decreases in the NAV per share of our common stock in future periods. In addition, to the extent that volatile markets exist, these conditions could adversely impactflow and our ability to potentially sellachieve our real estate investments at a price and with terms acceptable to us or at all.investment objectives.
Inflation or deflation may adversely affect our financial condition and results of operations.
Although neither inflation nor deflation has materially impacted our operations in the recent past, increased inflation could have an adverse impact on our floating rate mortgages and interest rates and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Inflation could also have an adverse effect on consumer spending which could impact our tenants’ revenues and, in turn, our percentage rents, where applicable. Conversely, deflation could lead to downward pressure on rents and other sources of income.

Risks Related to Our General Business Operations and Our Corporate Structure
We depend on our Advisor and the key personnel of our Advisor and we may not be able to secure suitable replacements in the event that we fail to retain their services.
Our success is dependent upon our relationships with, and the performance of, our Advisor and the key real estate professionals of our Advisor for the acquisition and management of our investment portfolio and our corporate operations. Any of these parties may suffer or become distracted by adverse financial or operational problems in connection with their business and activities unrelated to us and over which we have no control. Should any of these parties fail to allocate sufficient resources to perform their responsibilities to us for any reason, we may be unable to achieve our investment objectives. In the event that, for any reason, the Advisory Agreement is terminated, or our Advisor is unable to retain its key personnel, it may be difficult for us to secure suitable replacements on acceptable terms, which would adversely impact the value of your investment.
Our Advisor’s inability to retain the services of key real estate professionals could negatively impact our performance.
Our success depends to a significant degree upon the contributions of certain key real estate professionals employed by our Advisor, each of whom would be difficult to replace. Neither we nor our Advisor have employment agreements with these individuals and they may not remain associated with us or our Advisor. If any of these persons were to cease their association with us or our Advisor, our operating results could suffer. Our future success depends, in large part, upon our Advisor’s ability to attract and retain highly skilled managerial, operational and marketing professionals. If our Advisor loses or is unable to obtain the services of highly skilled professionals, our ability to implement our investment strategies could be delayed or hindered.
We may change our investment and operational policies without stockholder consent.
We may change our investment and operational policies, including our policies with respect to investments, operations, indebtedness, capitalization and distributions, at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier or more highly leveraged than is currently contemplated. A change in our investment strategy may, among other things, increase our exposure to interest rate risk, default risk and real estate market fluctuations, all of which could materially affect our ability to achieve our investment objectives.
We are and may continue to be subject to litigation, which could have a material adverse effect on our financial condition.
We currently are, and are likely to continue to be, subject to litigation. Some of these claims may result in significant defense costs and potentially significant judgments against us. We cannot be certain of the ultimate outcomes of currently asserted claims or of those that arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, would adversely impact our earnings and cash flows, thereby impacting our ability to service debt and make quarterly distributions to our stockholders. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors.
The limits on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that could otherwise benefit our stockholders.
Our charter, with certain exceptions, authorizes our board of directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may own more than 9.8% in value of our outstanding capital stock or more than 9.8% in value or number of shares, whichever is more restrictive, of our outstanding common stock. A person that did not acquire more than 9.8% of our shares may become subject to our charter restrictions if repurchases by other stockholders cause such person’s holdings to exceed 9.8% of our outstanding shares. Any attempt to own or transfer shares of our common stock in excess of the ownership limit without the consent of our board of directors will be void, or will result in those shares being transferred by operation of law to a charitable trust, and the person who acquired such excess shares will not be entitled to any distributions thereon or to vote those excess shares. Our 9.8% ownership limitation may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for our stockholders.

Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers, which could reduce your and our recovery against them if they cause us to incur losses.
Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, Maryland law and our charter provide that no director or officer shall be liable to us or our stockholders for monetary damages unless the director or officer (1) actually received an improper benefit or profit in money, property or services or (2) was actively and deliberately dishonest as established by a final judgment. Moreover, our charter generally requires us to indemnify and advance expenses to our directors and officers for losses they may incur by reason of their service in those capacities unless their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, they actually received an improper personal benefit in money, property or services or, in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. As a result, you and we may have more limited rights against our directors or officers than might otherwise exist under common law, which could reduce your and our recovery from these persons if they act in a manner that causes us to incur losses. In addition, we are obligated to fund the defense costs incurred by these persons in some cases. However, our charter provides that we may not indemnify our directors, or our Advisor and its affiliates, for any liability or loss suffered by them or hold our directors, our Advisor and its affiliates harmless for any liability or loss suffered by us, unless they have determined that the course of conduct that caused the loss or liability was in our best interests, they were acting on our behalf or performing services for us, the liability or loss was not the result of negligence or misconduct by our non-independent directors, our Advisor and its affiliates, or gross negligence or willful misconduct by our independent directors, and the indemnification or agreement to hold harmless is recoverable only out of our net assets or the proceeds of insurance and not from the stockholders.
Certain provisions in our organizational documents and under Maryland law could inhibit transactions or changes of control under circumstances that could otherwise provide stockholders with the opportunity to realize a premium.
Our charter and bylaws contain provisions that could delay or prevent a change of control of our company or changes in our board of directors that our stockholders might consider favorable. For example, our charter authorizes the issuance of preferred stock which can be created and issued by our board of directors without prior stockholder approval, with rights senior to those of our common stock, and prohibits our stockholders from filling board vacancies. In addition, for so long as the advisory agreement is in effect, our Advisor has the right to nominate, subject to the approval of such nomination by our board of directors, three affiliated directors to the slate of directors to be voted on by the stockholders at our annual meeting of stockholders. Furthermore, our board of directors must also consult with our Advisor in connection with (i) its selection of each independent director for nomination to the slate of directors to be voted on at the annual meeting of stockholders, and (ii) filling any vacancies created by the removal, resignation, retirement or death of any director. These and other provisions in our charter and bylaws could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by our then-current board of directors, including a merger, tender offer or proxy contest involving our company.
In addition, certain provisions of the Maryland General Corporation Law applicable to us prohibit business combinations with: (1) any person who beneficially owns 10% or more of the voting power of our outstanding voting stock, which we refer to as an “interested stockholder;” (2) an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding stock, which we also refer to as an “interested stockholder;” or (3) an affiliate of an interested stockholder. These prohibitions last for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any business combination with the interested stockholder or an affiliate of the interested stockholder must be recommended by our board of directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding voting stock, and two-thirds of the votes entitled to be cast by holders of our voting stock other than shares held by the interested stockholder or its affiliate with whom the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These requirements could have the effect of inhibiting a change in control even if a change in control were in our stockholders’ best interest. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our board of directors prior to the time that someone becomes an interested stockholder. Pursuant to the business combination statute, our board of directors has exempted any business combination involving us and any person, provided that such business combination is first approved by a majority of our board of directors, including a majority of our independent directors.

Our UPREIT structure may result in potential conflicts of interest with our operating partnership or limited partners in our operating partnership whose interests may not be aligned with those of our stockholders.

Conflicts of interest exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with their direction of the management of our company. At the same time, we, as sole member, have duties to the general partner of our operating partnership which, in turn, as general partner of our operating partnership, has duties to our operating partnership and to the limited partners under Delaware law in connection with the management of our operating partnership.
Under Delaware law, the general partner of a Delaware limited partnership has fiduciary duties of care and loyalty, and an obligation of good faith, to the partnership and its partners. While these duties and obligations cannot be eliminated entirely in the limited partnership agreement, Delaware law permits the parties to a limited partnership agreement to specify certain types or categories of activities that do not violate the general partner’s duty of loyalty and to modify the duty of care and obligation of good faith, so long as such modifications are not unreasonable. These duties as general partner of our operating partnership to the partnership and its partners may come into conflict with the interests of our company. Under the partnership agreement of our operating partnership, upon the admission of a person other than one of our subsidiaries as a limited partner in our operating partnership, the limited partners of our operating partnership expressly agree that the general partner of our operating partnership is acting for the benefit of the operating partnership itself and our stockholders, collectively. The general partner is under no obligation to give priority to the separate interests of the limited partners in deciding whether to cause our operating partnership to take or decline to take any actions. If there is a conflict between the interests of us or our stockholders, on the one hand, and the interests of the limited partners of our operating partnership other than us or our subsidiaries, on the other, that cannot be resolved in a manner not adverse to either, the partnership agreement provides that such conflict will be resolved in favor of our stockholders and the general partner will not be liable for losses sustained by the limited partners in connection with such decisions provided the general partner acted in good faith. Additionally, the partnership agreement of our operating partnership expressly limits our liability by providing that we and our directors, officers, agents and employees, will not be liable or accountable to our operating partnership or its partners for money damages. In addition, our operating partnership is required to indemnify us, our directors, officers and employees, the general partner and its trustees, officers and employees, employees of our operating partnership and any other persons whom the general partner may designate from and against any and all claims arising from operations of our operating partnership in which any indemnitee may be involved, or is threatened to be involved, as a party or otherwise unless it is established that the act or omission of the indemnitee constituted fraud, intentional harm or gross negligence on the part of the indemnitee, the claim is brought by the indemnitee (other than to enforce the indemnitee’s rights to indemnification or advance of expenses) or the indemnitee is found to be liable to our operating partnership, and then only with respect to each such claim. The provisions of Delaware law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been tested in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties.
Tax protection agreements could limit our ability to sell or otherwise dispose of property contributed to our operating partnership.
In connection with a contribution of property to our operating partnership, our operating partnership may enter into a tax protection agreement with the contributor of such property that provides that if we dispose of any interest in the contributed property in a taxable transaction within a certain time period, subject to certain exceptions, we may be required to indemnify the contributor for its tax liabilities attributable to the built-in gain that exists with respect to such property interests, and the tax liabilities incurred as a result of such tax protection payment. Therefore, although it may be in our stockholders’ best interests that we sell the contributed property, it may be economically prohibitive for us to do so because of these obligations.
Tax protection agreements may require our operating partnership to maintain certain debt levels that otherwise would not be required to operate our business.
Under a tax protection agreement, our operating partnership may provide the contributor of property the opportunity to guarantee debt or enter into a deficit restoration obligation. If we fail to make such opportunities available, we may be required to deliver to such contributor a cash payment intended to approximate the contributor’s tax liability resulting from our failure to make such opportunities available to that contributor and the tax liabilities incurred as a result of such tax protection payment. These obligations may require our operating partnership to maintain more or different indebtedness than we would otherwise require for our business.

The DST Program could subject us to liabilities from litigation or otherwise.
On October 16, 2019, we, through our operating partnership, initiated the DST Program to raise capital in private placements exempt from registration under the Securities Act through the sale of beneficial interests to “accredited investors” in specific Delaware statutory trusts holding DST Properties. We expect that the DST Program will give us the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions under Section 1031 of the Code. However, there is no guarantee that the DST Program will provide the tax benefits expected by investors. Investors who acquire beneficial interests pursuant to such private placements may be seeking certain tax benefits that depend on the interpretation of, and compliance with, federal and state income tax laws and regulations. As the sole member and manager of the general partner of our operating partnership, we may become subject to liability, from litigation or otherwise, as a result of the DST Program, including in the event an investor fails to qualify for any desired tax benefits.
The DST Program will not shield us from risks related to the performance of the DST Properties held through such structures.
Pursuant to the DST Program, certain of our existing real properties and real properties acquired from third parties may be placed into Delaware statutory trusts, the beneficial interests of which will be sold to investors. We will hold long-term leasehold interests in each DST Property pursuant to a master lease, which is intended to be fully guaranteed by our operating partnership. Under each master lease we will be responsible for subleasing the DST Property to occupying tenants until the earlier of the expiration of the master lease or our operating partnership’s exercise of the fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the Delaware statutory trusts from the investors in exchange for operating partnership units or cash (the “FMV Option”), which means that we bear the risk that the underlying cash flow from a DST Property may be less than the master lease payments. Therefore, even though we will no longer own the DST Property, because of the fixed terms of the master lease guaranteed by our operating partnership, negative performance by the DST Property could affect cash available for distributions to our stockholders and will likely have an adverse effect on our results of operations. In addition, although our operating partnership will hold a FMV Option to reacquire each DST Property, the purchase price will be based on the then-current fair market value of the DST Property, without regard for the rental terms fixed by the master lease. Therefore, we may pay more for the DST Property upon the FMV Option exercise if the property value appreciates while held by the Delaware statutory trust than if we had not placed such property in the DST Program.
We may own beneficial interests in trusts owning DST Properties that will be subject to the agreements under our DST Program, which may have an adverse effect on our results of operations, relative to if the DST Program agreements did not exist.
In connection with the launch of our DST Program, we may own beneficial interests in Delaware statutory trusts owning DST Properties that are subject to the terms of the agreements provided by our DST Program. The DST Program agreements may limit our ability to encumber, lease or dispose of our beneficial interests. Such agreements could affect our ability to turn our beneficial interests into cash and could affect cash available for distributions to our stockholders. The DST Program agreements, and in some cases the financing documents, used in connection with the DST Program could also impair our ability to take actions that would otherwise be in the best interests of our stockholders and, therefore, may have an adverse effect on our results of operations and NAV, relative to if the DST Program agreements did not exist.
DST Properties may be less liquid than other assets, which could impair our ability to utilize cash proceeds from sales of such DST Properties for other purposes such as paying down debt, distributions or additional investments.
DST Properties may later be reacquired through the exercise of our operating partnership’s FMV Option. In such cases the investors who become limited partners in our operating partnership will generally still be tied to the DST Property in terms of basis and built-in gain for tax purposes. As a result, if the DST Property is subsequently sold, unless we effectuate a like-kind exchange under Section 1031 of the Code, then capital gains tax will be triggered on the investors’ built-in gain. Although we are not contractually obligated to do so, we will explore the consequences of executing 1031 exchanges in such situations rather than trigger gain. Any replacement property acquired in connection with a 1031 exchange will similarly be tied to the investors if such replacement property ever is sold. As a result of these factors, placing real properties into the DST Program may limit our ability to access liquidity from such real properties or replacement properties through sale without triggering taxes due to the built-in gain tied to investors in the DST Program. Such reduced liquidity could impair our ability to utilize cash proceeds from sales for other purposes such as paying down debt, distributions or additional investments.

Cash payments to redeem operating partnership units will reduce cash available for distribution to our stockholders or to honor their repurchase requests under our share repurchase program.
Following a one-year holding period, the holders of operating partnership units (other than us and the general partner) generally have the right to cause our operating partnership to redeem all or a portion of their operating partnership units for, at our sole discretion, shares of our common stock, cash, or a combination of both. An election to redeem operating partnership units for cash may reduce funds available for distribution to our stockholders or to honor our stockholders’ repurchase requests under our share repurchase program.
Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.
We intend to conduct our operations so that neither we nor our operating partnership or our respective subsidiaries are investment companies under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer's total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
Rule 3a-1 under the Investment Company Act generally provides that, notwithstanding Section 3(a)(1)(C) of the Investment Company Act, an issuer will not be deemed to be an “investment company” under the Investment Company Act provided that (1) it does not hold itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, and (2) on an unconsolidated basis except as otherwise provided, no more than 45% of the value of its total assets, consolidated with the assets of any wholly owned subsidiary, (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of its net income after taxes, consolidated with the net income of any wholly owned subsidiary, (for the last four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees' securities companies, securities issued by certain majority owned subsidiaries of such company and securities issued by certain companies that are controlled primarily by such company. In addition, we believe that neither we nor our operating partnership will be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because neither we nor our operating partnership will engage primarily or hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through our operating partnership's wholly owned or majority-owned subsidiaries, we and our operating partnership will be primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real property, mortgages and other interests in real estate.
A change in the value of any of our assets could cause us, our operating partnership or one or more of our respective subsidiaries to fall within the definition of “investment company” and negatively affect our ability to maintain our exemption from regulation under the Investment Company Act. To maintain compliance with this exception from the definition of investment company under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may be unable to purchase securities we would otherwise want to purchase. In addition, we may have to acquire additional income- or loss-generating assets that we might not otherwise have acquired or may have to forgo opportunities to acquire interests in companies that we would otherwise want to acquire and would be important to our investment strategy.
Our Advisor will continually review our investment activity to attempt to ensure that we will not be regulated as an investment company.

We believe that we, our operating partnership, and our respective subsidiaries will satisfy this exclusion. However, if we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:
limitations on capital structure;
restrictions on specified investments;
restrictions or prohibitions on retaining earnings;
restrictions on leverage or senior securities;
restrictions on unsecured borrowings;
requirements that our income be derived from certain types of assets;
prohibitions on transactions with affiliates; and
compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.
If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.
Registration with the SEC as an investment company would be costly, would subject our company to a host of complex regulations, and would divert the attention of management from the conduct of our business. In addition, the purchase of real estate that does not fit our investment guidelines and the purchase or sale of investment securities or other assets to preserve our status as a company not required to register as an investment company could materially adversely affect our NAV, the amount of funds available for investment and our ability to pay distributions to our stockholders.
Rapid changes in the values of potential investments in real estate-related investments may make it more difficult for us to maintain our qualification as a REIT or our exception from the Investment Company Act.
If the market value or income potential of our real estate-related investments declines, including as a result of increased interest rates, prepayment rates or other factors, we may need to increase our real estate investments and income or liquidate our non-qualifying assets in order to maintain our REIT qualification or our exception from registration under the Investment Company Act. If the decline in real estate asset values or income occurs quickly, this may be especially difficult to accomplish. This difficulty may be exacerbated by the illiquid nature of any non-real estate assets that we may own. We may have to make investment decisions that we otherwise would not make absent REIT and Investment Company Act considerations.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information of tenants and lease data. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential tenant information, such as individually identifiable information relating to financial accounts. Although we have taken steps to protect the security of the data maintained in our information systems, there is no guarantee that our security measures will be able to prevent the systems’ improper functioning, or the improper disclosure of personally identifiable information such as in the event of cyber attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches. To date, we have seen no material impact on our business or operations from these attacks or events. Any future significant compromise or breach on our data security could create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could materially and adversely affect us. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs.


Risks Related to Investments in Real Property
We depend on tenants for our revenue, and accordingly, lease terminations and/or tenant defaults, particularly by one of our significant tenants, could adversely affect the income produced by our properties, which may harm our operating performance, thereby limiting our ability to pay distributions to our stockholders.
The success of our investments depends on the financial stability of our tenants, any of whom may experience a change in their business at any time. Our tenants may delay lease commencements, decline to extend or renew their leases upon expiration, fail to make rental payments when due, or declare bankruptcy. Any of these actions could result in the termination of the tenants’ leases, or expiration of existing leases without renewal, and the loss of rental income attributable to the terminated or expired leases. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment and re-letting our property. If significant leases are terminated or defaulted upon, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss. In addition, significant expenditures, such as mortgage payments, real estate taxes and insurance and maintenance costs, are generally fixed and do not decrease when revenues at the related property decrease.
The occurrence of any of the situations described above, particularly if it involves one of our significant tenants, could seriously harm our operating performance. If any of these significant tenants were to default on its lease obligation(s) to us or not extend current leases as they mature, our results of operations and ability to pay distributions to our stockholders could be adversely affected. As lead tenants, the revenues generated by the properties these tenants occupy are substantially dependent upon the financial condition of these tenants and, accordingly, any event of bankruptcy, insolvency, or a general downturn in the business of any of these tenants may result in the failure or delay of such tenant’s rental payments, which may have a substantial adverse effect on our operating performance.
Our revenues will be significantly influenced by the economies and other conditions of the apartment, industrial, office, residential, retail and other markets in general and the specific geographic markets in which we operate where we have high concentrations of these types of properties.
As of December 31, 2019, our diversification of current fair value of our consolidated properties by property type consisted of 34% in the apartment property sector, 26% in the industrial property sector, 13% in the office property sector, 26% in the retail property sector and 1% in the other property sector. As of December 31, 2019, we also owned an interest in unconsolidated properties in the office, retail and other property sectors. Because our portfolio consists primarily of apartment, industrial, office, retail and other properties, we are subject to risks inherent in investments in these property types and including the risk that e-commerce poses to retail. This concentration exposes us to risk of economic downturns in these property sectors to a greater extent than if our portfolio included other sectors in the real estate industry.
Additionally, as of December 31, 2019, approximately 43% and 25% of the current fair value of our consolidated properties was geographically concentrated in the western and southern United States, respectively. Moreover, our properties located in California, Texas and Illinois accounted for approximately 19%, 16% and 11% of our consolidated revenues, respectively. As a result, we are particularly susceptible to adverse market conditions in these particular areas, including the current economic conditions, the reduction in demand for office, retail, industrial or apartment properties, industry slowdowns, relocation of businesses and changing demographics. Adverse economic or real estate developments in the markets in which we have a concentration of properties, or in any of the other markets in which we operate, or any decrease in demand for office, retail, industrial or apartment space resulting from the local or national business climate, could adversely affect our rental revenues and operating results.
Our operating results are affected by economic and regulatory changes that impact the real estate market in general.
Real estate historically has experienced significant fluctuations and cycles in value that have resulted in reductions in the value of real estate-related investments. Real estate will continue to be subject to such fluctuations and cycles in value in the future that may negatively impact the value of our investments. The marketability and value of our investments will depend on many factors beyond our control. The ultimate performance of our investments will be subject to the varying degrees of risk generally incident to the ownership and operation of the underlying real properties. The ultimate value of our investment in the underlying real properties depends upon our ability to operate the real properties in a manner sufficient to maintain or increase revenues in excess of operating expenses and debt service. Revenues and the values of our properties may be adversely affected by:
changes in national or international economic conditions;
the cyclicality of real estate;
changes in local market conditions due to changes in general or local economic conditions and neighborhood characteristics;

the financial condition of tenants, buyers and sellers of properties;
competition from other properties offering the same or similar services;
changes in interest rates and in the availability, cost and terms of mortgage debt;
access to capital;
the impact of present or future environmental legislation and compliance with environmental laws;
the ongoing need for capital improvements (particularly in older structures);
changes in real estate tax rates and other operating expenses;
adverse changes in governmental rules and fiscal policies;
civil unrest;
acts of God, earthquakes, hurricanes, climate change and other natural disasters, acts of war, acts of terrorism (any of which may result in uninsured losses), epidemics and pandemics;
adverse changes in zoning laws; and
other factors that are beyond our control or the control of the real property owners.
All of these factors are beyond our control. Any negative changes in these factors could affect our ability to meet our obligations and pay distributions to stockholders.
Our retail properties may decline in rental revenue and/or occupancy as a result of co-tenancy provisions contained in certain tenant’s leases.
Tenants of certain of our retail properties have leases that contain certain co-tenancy provisions that require either certain tenants and/or certain amounts of square footage to be occupied and open for business. If these co-tenancy provisions are not satisfied then other tenants of these properties may have the right to, among other things, pay reduced rents and/or terminate the lease. As a result, the loss of a single tenant on these properties, and the triggering of these co-tenancy provisions, could result in reduced rental income and/or reduced occupancy with respect to these properties, which could have a material adverse effect on our business, financial condition and results of operations.
We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to the existing leases, or we may expend significant capital in our efforts to re-let space, which may adversely affect our operating results.
Leases (excluding our apartment properties) representing approximately 7% and 5% of the annualized minimum base rent from our consolidated properties, as of December 31, 2019, were scheduled to expire in 2020 and 2021, respectively. Because we compete with a number of other developers, owners and managers of office, retail, industrial and apartment properties, we may be unable to renew leases with our existing tenants and, if our current tenants do not renew their leases, we may be unable to re-let the space to new tenants. To the extent that we are able to renew leases that are scheduled to expire in the short-term or re-let such space to new tenants, heightened competition resulting from adverse market conditions may require us to utilize rent concessions and tenant improvements to a greater extent than we historically have. Further, leases of long-term duration or which include renewal options that specify a maximum rate increase may not result in fair market lease rates over time if we do not accurately estimate inflation or market lease rates. If we are subject to below-market lease rates on a significant number of our properties pursuant to long-term leases, our cash flow from operations and financial position may be adversely affected. In addition, historic economic turmoil led to foreclosures and sales of foreclosed properties at depressed values, and we may have difficulty competing with competitors who purchase properties in the foreclosure process, because their lower cost basis in their properties may allow them to offer space at reduced rental rates.
If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants upon expiration of their existing leases. Even if our tenants renew their leases or we are able to re-let the space, the terms and other costs of renewal or re-letting, including the cost of required renovations, increased tenant improvement allowances, leasing commissions, declining rental rates, and other potential concessions, may be less favorable than the terms of our current leases and could require significant capital expenditures. If we are unable to renew leases or re-let space in a reasonable time, or if rental rates decline or tenant improvement, leasing commissions, or other costs increase, our financial condition, cash flows, cash available for distribution, value of our common stock, and ability to satisfy our debt service obligations could be materially adversely affected.

Competition in acquiring properties may reduce our profitability and the return on your investment.
We face competition from various entities for investment opportunities in properties, including other REITs, pension funds, insurance companies, investment funds and companies, partnerships, and developers. We may also face competition from real estate programs sponsored by JLL and its affiliates. Many third party competitors have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage. Competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Additionally, disruptions and dislocations in the credit markets may materially impact the cost and availability of debt to finance real estate acquisitions, which is a key component of our acquisition strategy. A lack of available debt could result in a further reduction of suitable investment opportunities and create a competitive advantage for other entities that have greater financial resources than we do. In addition, the number of entities and the amount of funds competing for suitable investments may continue to increase. In addition to third party competitors, other programs sponsored by our Advisor may raise additional capital and seek investment opportunities under our Advisor's allocation policy. If we acquire properties and other investments at higher prices or by using less-than-ideal capital structures, our returns will be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets. If such events occur, you may experience a lower return on your investment.
To the extent we acquire properties, our operating results may depend on the availability of, and our Advisor’s ability to identify, acquire and manage, appropriate real estate investment opportunities. It may take considerable time for us or our Advisor to identify and acquire appropriate investments. In general, the availability of desirable real estate opportunities and our investment returns will be affected by the level and volatility of interest rates, conditions in the financial markets and general, national and local economic conditions. No assurance can be given that we will be successful in identifying, underwriting and then acquiring investments which satisfy our return objectives or that such investments, once acquired, will perform as intended. The real estate industry is competitive and we compete for investments with traditional equity sources, both public and private, as well as existing funds, or funds formed in the future, with similar investment objectives. If we cannot effectively compete with these entities for investments, our financial performance may be adversely affected.
Potential losses or damage to our properties may not be covered by insurance.
Our tenants are required to maintain property insurance coverage for the properties under net leases and we carry comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in our portfolio not insured by our tenants under a blanket policy. Our Advisor will select policy specifications and insured limits that it believes to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Insurance policies on our properties may include some coverage for losses that are generally catastrophic in nature, such as losses due to terrorism, earthquakes and floods, but we cannot assure you that it will be adequate to cover all losses and some of our policies will be insured subject to limitations involving large deductibles or co-payments and policy limits which may not be sufficient to cover losses. If we or one or more of our tenants experience a loss which is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
In the event we obtain options to acquire properties, we may lose the amount paid for such options whether or not the underlying property is purchased.
We may obtain options to acquire certain properties. The amount paid for an option, if any, is normally surrendered if the property is not purchased and may or may not be credited against the purchase price if the property is purchased. Any unreturned option payments will reduce the amount of cash available for further investments or distributions to our stockholders.
Our real properties are subject to property and other taxes that may increase in the future, which could adversely affect our cash flow.
Our real properties are subject to real and personal property and other taxes that may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. Certain of our leases provide that the property taxes, or increases therein, are charged to the lessees as an expense related to the real properties that they occupy while other leases will generally provide that we are responsible for such taxes. In any case, as the owner of the properties, we are ultimately responsible for payment of the taxes to the applicable governmental authorities. If property taxes increase, our tenants may be unable to make the required tax payments, ultimately requiring us to pay the taxes even if otherwise stated under the terms of the lease. If we fail to pay any such taxes, the applicable taxing authorities may place a lien on the property and the property may be subject to a tax sale. In addition, we will generally be responsible for property taxes related to any vacant space.

We rely on third party property managers to operate our properties and leasing agents to lease vacancies in our properties.
Although our Advisor has hired and may hire JLL to manage and lease certain of our properties, we also rely on third party property managers and leasing agents to manage and lease vacancies in most of our properties. The third party property managers have significant decision-making authority with respect to the management of our properties. Our ability to direct and control how our properties are managed on a day-to-day basis may be limited because we will engage third parties to perform this function. Thus, the success of our business may depend in large part on the ability of our third party property managers to manage the day-to-day operations and the ability of our leasing agents to lease vacancies in our properties. Any adversity experienced by our property managers or leasing agents could adversely impact the operation and profitability of our properties.
We may not have sole decision-making authority over some of our real property investments and may be unable to take actions to protect our interests in these investments.
A component of our investment strategy includes entering into joint venture agreements with partners in connection with certain property acquisitions. As of December 31, 2019, we had interests in six joint ventures that collectively own 14 properties across the United States accounting for 20% of our total assets. We may co-invest in the future with third parties through partnerships or other entities, which we collectively refer to as joint ventures, acquiring non-controlling interests in or sharing responsibility for managing the affairs of the joint venture. In such event, we would not be in a position to exercise sole decision-making authority regarding the joint venture. Investments in joint ventures may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their required capital contributions. Co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the co-venturer would have full control over the joint venture. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business. Consequently, actions by or disputes with co-venturers might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our co-venturers. In addition, our lack of control over the properties in which we invest could result in us being unable to obtain accurate and timely financial information for these properties and could adversely affect our internal control over financial reporting.
We may not have funding for future tenant improvements, which may adversely affect the value of our assets, our results of operations and returns to our stockholders.
When a tenant at one of our real properties does not renew its lease or otherwise vacates its space in one of our buildings, it is likely that, in order to attract one or more new tenants, we will be required to expend substantial funds to construct new tenant improvements in the vacated space. We do not anticipate that we will maintain permanent working capital reserves and do not currently have an identified funding source to provide funds that may be required in the future for tenant improvements and tenant refurbishments in order to attract new tenants. If we do not establish sufficient reserves for working capital or obtain adequate financing to supply necessary funds for capital improvements or similar expenses, we may be required to defer necessary or desirable improvements to our real properties. If we defer such improvements, the applicable real properties may decline in value, and it may be more difficult for us to attract or retain tenants to such real properties or the amount of rent we can charge at such real properties may decrease. We cannot assure our stockholders that we will have any sources of funding available to us for repair or reconstruction of damaged real property in the future.
The costs of compliance with governmental laws and regulations may adversely affect our financial condition and results of operations.
Real estate and the operations conducted on properties are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Tenants’ ability to operate and generate income to pay their lease obligations may be affected by permitting and compliance obligations arising under such laws and regulations. Some of these laws and regulations may impose joint and several liability on tenants, owners, or managers for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may hinder our ability to sell, rent, or pledge such property as collateral for future borrowings.

Compliance with new laws or regulations or stricter interpretation of existing laws by agencies or the courts may require us to incur material expenditures. Future laws, ordinances, or regulations may impose material environmental liability. Additionally, our tenants’ operations, the existing condition of land when we buy it, operations in the vicinity of our properties such as the presence of underground storage tanks or activities of unrelated third parties may affect our properties. In addition, there are various local, state, and federal fire, health, life-safety, and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance. Any material expenditures, fines, or damages we must pay will reduce our cash flows and ability to pay distributions and may reduce the value of our shares of common stock.
As the present or former owner or manager of real property, we could become subject to liability for environmental contamination, regardless of whether we caused such contamination.
We could become subject to liability in the form of fines or damages for noncompliance with environmental laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid hazardous materials, the remediation of contaminated property associated with the disposal of solid and hazardous materials and other health and safety-related concerns. Some of these laws and regulations may impose joint and several liability on tenants, owners or managers for the costs of investigation or remediation of contaminated properties, regardless of fault or the legality of the original disposal. Under various federal, state and local environmental laws, ordinances, and regulations, a current or former owner or manager of real property may be liable for the cost to remove or remediate hazardous or toxic substances, wastes, or petroleum products on, under, from, or in such property. These costs could be substantial and liability under these laws may attach whether or not the owner or manager knew of, or was responsible for, the presence of such contamination. Even if more than one person may have been responsible for the contamination, each liable party may be held entirely responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or manager of a property for damages based on personal injury, natural resources, or property damage and/or for other costs, including investigation and clean-up costs, resulting from the environmental contamination. The presence of contamination on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. In addition, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which the property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants. There can be no assurance that future laws, ordinances or regulations will not impose any material environmental liability, or that the current environmental condition of our properties will not be affected by the operations of the tenants, by the existing condition of the land, by operations in the vicinity of the properties. There can be no assurance that these laws, or changes in these laws, will not have a material adverse effect on our business, results of operations or financial condition.
Compliance or failure to comply with the Americans with Disabilities Act and other similar regulations could result in substantial costs.
Our properties are, or may become, subject to the Americans with Disabilities Act of 1990, as amended (the "ADA"). Under the ADA, all places of public accommodation must meet federal requirements related to access and use by persons with disabilities. The ADA’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. New legislation at the federal, state and local levels also may require modifications to our properties, or restrict our ability to renovate properties. We will attempt to acquire properties that comply with the ADA and other similar legislation or place the burden on the seller or other third party to ensure compliance with such legislation. However, we may not be able to acquire properties or allocate responsibilities in this manner which could reduce cash available for investments and the amount of distributions to stockholders.
Future terrorist attacks may result in financial losses for us and limit our ability to obtain terrorism insurance.
Our portfolio maintains significant holdings in areas that are located in or around major population centers that may be high-risk geographical areas for terrorism and threats of terrorism. Future terrorist attacks and the anticipation of any such attacks, or the consequences of the military or other response by the United States and its allies, could severely impact the demand for, and value of, our properties. Terrorist attacks in and around any of the major metropolitan areas in which we own properties also could directly impact the value of our properties through damage, destruction, loss, or increased security costs, and could thereafter materially impact the availability or cost of insurance to protect against such acts. A decrease in demand could make it difficult to renew or re-lease our properties at lease rates equal to or above historical rates. To the extent that any future terrorist attacks otherwise disrupt our tenants’ businesses, it may impair our tenants’ ability to make timely payments under their existing leases with us, which would harm our operating results.

In addition, the events of September 11, 2001 created significant uncertainty regarding the ability of real estate owners of high profile properties to obtain insurance coverage protecting against terrorist attacks at commercially reasonable rates, if at all. With the enactment of the Terrorism Risk Insurance Act, which has been extended through 2027, insurers must make terrorism insurance available under their property and casualty insurance policies, but this legislation does not regulate the pricing of such insurance. The absence of affordable insurance coverage may affect the general real estate lending market, lending volume and the market’s overall loss of liquidity may reduce the number of suitable investment opportunities available to us and the pace at which its investments are made. We currently carry terrorism insurance under our master insurance program on all of our investments.
We are subject to additional risks from our international investments.
We do not own any properties located outside the United States as of December 31, 2019 but may purchase investments located outside the United States, and may make or purchase loans or participations in loans secured by property located outside the United States. These investments may be affected by factors peculiar to the laws and business practices of the jurisdictions in which the properties are located. These laws and business practices may expose us to risks that are different from and in addition to those commonly found in the United States. Foreign investments could be subject to the following additional risks:

the burden of complying with a wide variety of foreign laws;
changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in such laws;
existing or new laws relating to the foreign ownership of real property or loans and laws restricting the ability of foreign persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin;
the potential for expropriation;
possible currency transfer restrictions;
imposition of adverse or confiscatory taxes;
changes in real estate and other tax rates and changes in other operating expenses in particular countries;
possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments;
adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions;
the willingness of domestic or foreign lenders to make loans in certain countries and changes in the availability, cost and terms of loan funds resulting from varying national economic policies;
general political and economic instability in certain regions;
the potential difficulty of enforcing obligations in other countries; and
our limited experience and expertise in foreign countries relative to our experience and expertise in the United States.
Investments in properties or other real estate investments outside the United States subject us to foreign currency risks, which may adversely affect distributions and our REIT status.
Revenues generated from any properties or other real estate investments we acquire or ventures we enter into relating to transactions involving assets located in markets outside the United States likely will be denominated in the local currency. Therefore any investments we make outside the United States may subject us to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. As a result, changes in exchange rates of any such foreign currency to U.S. dollars may affect our revenues, operating margins and distributions and may also affect the book value of our assets and the amount of stockholders’ equity.
Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the value of the REIT’s assets. These changes may adversely affect our status as a REIT. Further, bank accounts in foreign currency that are not considered cash or cash equivalents may adversely affect our status as a REIT.

Inflation in foreign countries, along with government measures to curb inflation, may have an adverse effect on our investments.
Certain countries have in the past experienced extremely high rates of inflation. Inflation, along with governmental measures to curb inflation, coupled with public speculation about possible future governmental measures to be adopted, has had significant negative effects on the certain international economies in the past and this could occur again in the future. The introduction of governmental policies to curb inflation can have an adverse effect on our business. High inflation in the countries in which we purchase real estate or make other investments could increase our expenses and we may not be able to pass these increased costs onto our tenants.
Lack of compliance with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including potential competitors, are not subject to these prohibitions. Fraudulent practices, including corruption, extortion, bribery, pay-offs, theft and others, occur from time-to-time in countries in which we may do business. If people acting on our behalf or at our request are found to have engaged in such practices, severe penalties and other consequences could be imposed on us that may have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay distributions to our stockholders and the value of our shares of common stock.

Risks Related to Investments in Real Estate-Related Assets

Our investments in real estate-related assets will be subject to the risks related to the underlying real estate.
Real estate loans secured by properties are subject to the risks related to underlying real estate. The ability of a borrower to repay a loan secured by a property typically is dependent upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower's ability to repay the loan may be impaired. Any default on the loan could result in our acquiring ownership of the property, and we would bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan. In addition, foreclosure of a mortgage loan can be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on the foreclosed loan. We will not know whether the values of the properties ultimately securing our loans will remain at the levels existing on the dates of origination of those loans. If the values of the underlying properties decline, our risk will increase because of the lower value of the security associated with such loans. In this manner, real estate values could impact the values of our loan investments. Our investments in mortgage-backed securities, collateralized debt obligations and other real estate-related investments may be similarly affected by property values.

The real estate-related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.
We may invest in common and preferred stock of both publicly traded and private real estate companies, which involves a higher degree of risk than debt securities due to a variety of factors, including that such investments are subordinate to creditors and are not secured by the issuer's properties. Our investments in real estate-related equity securities will involve special risks relating to the particular issuer of the equity securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related common equity securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate discussed in this prospectus.

The value of the real estate-related securities that we may invest in may be volatile.
The value of real estate-related securities, including those of publicly-listed REITs, fluctuates in response to issuer, political, market and economic developments. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments and they can affect a single issuer, multiple issuers within an industry, the economic sector or geographic region, or the market as a whole. The real estate industry is sensitive to economic downturns. The value of securities of companies engaged in real estate activities can be affected by changes in real estate values and rental income, property taxes, interest rates and tax and regulatory requirements. In addition, the value of a REIT's equity securities can depend on the capital structure and amount of cash flow generated by the REIT.


We may invest in mezzanine debt, which is subject to greater risks of loss than senior loans secured by real properties, and may result in losses to us.

We may invest in mezzanine loans that take the form of subordinated loans secured by second mortgages on the underlying real property or loans secured by a pledge of the ownership interests of either the entity owning the real property or the entity that owns the interest in the entity owning the real property. These types of investments involve a higher degree of risk than first-lien mortgage loans secured by income producing real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the real property and increasing the risk of loss of principal.

We expect a portion of our securities portfolio to be illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

We may purchase real estate-related securities in connection with privately negotiated transactions that are not registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with, those laws. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited. The mezzanine and bridge loans we may purchase will be particularly illiquid investments due to their short life, their unsuitability for securitization and the greater risk of our inability to recover loaned amounts in the event of a borrower's default.

Interest rate and related risks may cause the value of our real estate-related assets to be reduced.

We are subject to interest rate risk with respect to our investments in fixed income securities such as preferred equity and debt securities, and to a lesser extent distribution paying common stocks. Interest rate risk is the risk that these types of securities will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the fair value of such securities will decline, and vice versa. Our investment in such securities means that our NAV may decline if market interest rates rise. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below-market interest rate, increase the security's duration and reduce the value of the security. This is known as extension risk. During periods of declining interest rates, an issuer may be able to exercise an option to prepay principal earlier than scheduled, which is generally known as “call risk” or “prepayment risk.” If this occurs, we may be forced to reinvest in lower yielding securities. This is known as “reinvestment risk.” Preferred equity and debt securities frequently have call features that allow the issuer to redeem the security prior to its stated maturity. An issuer may redeem an obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. These risks may reduce the value of our securities investments.
Risks Related to Debt Financing
We have incurred and are likely to continue to incur mortgage or other indebtedness, which may increase our business risks, could hinder our ability to pay distributions and could decrease the value of your investment.
As of December 31, 2019, we had total outstanding indebtedness of $836,818. Our Company leverage ratio, calculated as our share of total liabilities (excluding future dealer manager fees) divided by our share of the fair value of total assets, was 33% as of December 31, 2019 and 2018. We may obtain mortgage loans and pledge some or all of our properties as security for these loans to acquire the property secured by the mortgage loan, acquire additional properties or pay down other debt. We may also use our line of credit as a flexible borrowing source to cover short-term capital needs, for new property acquisitions and for working capital.

If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage loans on that property, then the amount of cash available for distributions to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of the shares of our common stock. For tax purposes, a foreclosure on any of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the loan secured by the mortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders of mortgage loans to the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the loan if it is not paid by such entity. If any mortgage contains cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, our ability to pay cash distributions to our stockholders may be adversely affected.
Renewed uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.
The U.S. and global credit markets have historically experienced severe dislocations and liquidity disruptions, which caused volatility in the credit spreads on prospective debt financings and constrained the availability of debt financing due to the reluctance of lenders to offer financing at high leverage ratios. Renewed uncertainty in the credit markets may adversely impact our ability to access additional debt financing on reasonable terms or at all, which may adversely affect investment returns on future acquisitions or our ability to make acquisitions.
If mortgage debt is unavailable on reasonable terms as a result of increased interest rates, increased credit spreads, decreased liquidity or other factors, we may not be able to finance the initial purchase of properties. In addition, when we incur mortgage debt on properties, we run the risk of being unable to refinance such debt upon maturity, or of being unable to refinance on favorable terms. As of December 31, 2019, we had $743,135 in aggregate outstanding mortgage notes payable, which had maturity dates through March 1, 2054.
If interest rates are higher or other financing terms, such as principal amortization, the need for a corporate guaranty, or other terms are not as favorable when we refinance debt or issue new debt, our income could be reduced. To the extent we are unable to refinance debt on reasonable terms, or at appropriate times or at all, we may be required to sell properties on terms that are not advantageous to us, or could result in the foreclosure of such properties. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by borrowing more money.
Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to pay distributions to our stockholders.
Interest we pay on our loan obligations will reduce cash available for distributions. If we obtain variable rate loans, increases in interest rates would increase our interest costs, which would reduce our cash flows and our ability to pay distributions to stockholders. In addition, if we need to repay existing loans during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times which may not permit realization of the maximum return on such investments.
If we draw on our line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.
We may use our line of credit to provide for a ready source of liquidity to fund repurchases of shares of our common stock in the event that repurchase requests exceed net proceeds from our continuous offerings. If we borrow under a line of credit to fund repurchases of shares of our common stock, our financial leverage will increase and may exceed our target leverage ratio. Our leverage may remain at the higher level until we receive additional net proceeds from our continuous offerings or sell some of our assets to repay outstanding indebtedness.

Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders.
When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to obtain additional loans. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property or discontinue insurance coverage. In addition, loan documents may limit our ability to enter into or terminate certain operating or lease agreements related to the property. These or other limitations may adversely affect our flexibility and our ability to achieve our investment objectives.
If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to pay distributions to our stockholders.
Some of our financing arrangements may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment at maturity is uncertain and may depend upon our ability to obtain replacement financing or our ability to sell particular properties. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell the particular property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.
Failure to hedge effectively against interest rate changes may materially adversely affect our ability to achieve our investment objectives.
Subject to any limitations required to maintain qualification as a REIT, we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest rate cap or collar agreements and interest rate swap agreements. These agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements and that these arrangements may not be effective in reducing our exposure to interest rate changes. These interest rate hedging arrangements may create additional assets or liabilities from time to time that may be held or liquidated separately from the underlying property or loan for which they were originally established. We have adopted a policy relating to the use of derivative financial instruments to hedge interest rate risks related to our variable rate borrowings. Hedging may reduce the overall returns on our investments. Failure to hedge effectively against interest rate changes may materially adversely affect our ability to achieve our investment objectives.
The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.
LIBOR is used as a reference rate for our Term Loans and our interest rate cap and swap arrangements. On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. It is unclear if LIBOR will cease to exist at that time, if a new method of calculating LIBOR will be established, or if an alternative reference rate will be established. The Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or if SOFR, or another alternative rate reference rate, attains market traction as a LIBOR replacement. Our Term Loans and interest rate cap and swap arrangements provide that if LIBOR is no longer available, then the parties to the agreements shall enter into an amendment utilizing the prevailing market convention for determining the rate of interest for syndicated loans in the United States at the time. In such circumstances the interest rates on our Term Loans and in our interest rate cap and swap arrangements may change. The new rates may not be as favorable as those in effect prior to any LIBOR phase-out. In addition, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR, all of which could negatively impact our cash flow.

Federal Income Tax Risks
Failure to qualify as a real estate investment trust ("REIT") would have significant adverse consequences to us.
To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.
Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce your overall return.
We may be subject to tax liabilities that reduce our cash flow and our ability to pay distributions to you even if we qualify as a REIT for federal income tax purposes.
Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.
Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
General Risk Factors
The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.



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Cautionary Note Regarding Forward-Looking Statements
This Form 10-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-K is filed with the Securities and Exchange Commission (“SEC”). Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Form 10-K. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in “Item 1A. Risk Factors,” “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Presentation of Dollar Amounts
Unless otherwise noted, all dollar amounts, except per share dollar amounts, reported in this Form 10-K are in thousands.
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PART I

Item 1.Business.
GENERAL
Except where the context suggests otherwise, the terms “we,” “us,” “our” and the “Company” refer to JLL Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.
JLL Income Property Trust, Inc., formerly known as Jones Lang LaSalle Income Property Trust, Inc., is an externally advised, daily valued perpetual-life REIT that owns and manages a diversified portfolio of industrial, office, residential, retail and other properties located in the United States. Over time, our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and will be complemented by investments in real estate-related debt and equity securities. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of December 31, 2022, we owned interests in a total of 135 properties and over 4,300 single-family rental houses located in 26 states.
We own substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are a limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). By using an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his or her property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction. As of December 31, 2022, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $128,421, and owned directly or indirectly 96.1% of the OP Units of our operating partnership. The remaining 3.9% of the OP Units are held by third parties.
From our inception to December 31, 2022, we have received approximately $4,695,400 in gross offering proceeds from various public and private offerings of shares of our common stock as well as issuance of OP Units. On October 1, 2012, we commenced our initial public offering of common stock and since that time we have offered shares of our common stock in various public offerings registered with the SEC.
On December 21, 2021, our most recent public offering (the "Current Public Offering") of up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock was declared effective by the SEC. As of December 31, 2022, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Current Public Offering of $825,192. We intend to continue to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering.
In addition to our public offerings, on March 3, 2015, we commenced a private offering (the "Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of December 31, 2022, we have raised aggregate gross proceeds of $98,188 in the Private Offering. In addition, on October 16, 2019, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $2,000,000 in private placements exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts ("DSTs") holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of December 31, 2022, we have raised approximately $759,194 of aggregate gross proceeds from our DST Program.
As of December 31, 2022, 113,645,166 shares of Class A common stock, 26,170,260 shares of Class M common stock, 4,950,208 shares of Class A-I common stock, 95,803,409 shares of Class M-I common stock, and 3,023,025 shares of Class D common stock were outstanding and held by a total of 24,496 stockholders.
LaSalle acts as our Advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2023, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of, and compensated by, our Advisor. We have no employees, as all operations are managed by our Advisor.
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LaSalle is a wholly owned, but operationally independent subsidiary, of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of December 31, 2022, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of approximately $36,300.
INVESTMENT OBJECTIVES AND STRATEGY
Investment Objectives
Our primary investment objectives are:

to generate an attractive level of current income for distribution to our stockholders;
to preserve and protect our stockholders' capital investments;
to achieve appreciation of our NAV over time; and
to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.
We cannot assure you that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.
Investment Strategy
The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets around the world. We believe this strategy will enable us to provide stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.
We believe that our broadly diversified portfolio will benefit our stockholders by providing:

diversification of sources of income;
access to attractive real estate opportunities currently in the United States and, over time, around the world; and
exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are often cyclical in nature, our strategy will allow us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also intend to invest in debt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”
We will leverage LaSalle's broad commercial real estate research and strategy platform and capabilities to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe have the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.

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Investment Portfolio Allocation Targets
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors will review the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders. Each such determination and the basis therefore shall be set forth in the minutes of the meetings of our board of directors. Changes to our investment guidelines must be approved by our board of directors and do not require notice to or the vote of our stockholders.
We will seek to invest:

up to 95% of our assets in properties;
up to 25% of our assets in real estate-related assets; and
up to 15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside the target levels provided above due to factors such as a large inflow of capital over a short period of time, a lack of attractive investment opportunities or an increase in anticipated cash requirements for repurchase requests.
Sustainability and Climate Risk
We actively work to promote our growth and operations in a sustainable and responsible manner across our portfolio. Our sustainability strategy focuses on delivering long-term value to our stockholders while operating our properties in a manner to contribute to positive economic, social, and environmental outcomes for our tenants and the communities we serve.
We tailor our approach to each asset, working to protect and enhance financial returns today and in the future. We examine a range of sustainability factors for each asset that have the potential to enhance accretive value drivers, such as tenant marketability, lower operating expenses and greater appeal to future buyers, as well as to fortify defensive value protectors, such as regulatory disclosure and carbon pricing risk, physical climate risk and insurance premium risk, among others. The relative importance of these factors for any given investment opportunity will vary for many reasons including but not limited to the investment type, market, sector, tenant profile, the expected investment period and the local regulatory environment. By tailoring our approach, our Advisor is able to develop an action plan to maximize the sustainability impact and financial performance of each investment. This sustainability strategy complements our investment strategy and policies and furthers our core investment thesis.
Our sustainability activities are overseen by our Advisor’s Sustainability Governance Board. This board consists of representatives from the fund management, asset management, acquisitions, research & strategy, investor relations and sustainability teams within our Advisor. The Sustainability Governance Board supports our portfolio management team, provides input, oversight and leadership for program activities, and is responsible for ensuring that sustainability is embedded into each part of the asset life cycle and business operations.
We are focused on acquiring and maintaining high-performing, resilient properties that fit our investment strategy, while simultaneously looking for ways to mitigate operational costs and the potential external impacts of energy, water, waste, greenhouse gas emissions and climate change. Sustainability factors are incorporated throughout the investment lifecycle, and we actively pursue resource efficiency projects and sustainability certifications across the portfolio. Prior to the acquisition of a property, our Advisor conducts an in-depth investigation during the due diligence process to identify key sustainability and climate risk information.
Every year, our Advisor considers the energy performance level of each asset and the sustainability related capital and operating activities are integrated into the annual budget process. In order to identify opportunities to increase efficiency, our Advisor conducts energy audits on properties located in jurisdictions with sustainability regulations, as well as on properties with low energy performance or with significant planned capital work that will impact energy-using systems.
Climate change is a risk to us, our tenants and our other stakeholders and will require us to evaluate strategies for resilience and to incorporate sustainability risks into our long-term strategic business decisions. These risks include transitional risks such as policy, market, technology and reputational concerns, as well as physical risks, and are a focus area for us.
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Our Advisor addresses climate risk by evaluating climate change scenarios and adapting its acquisition and portfolio review processes to address climate change vulnerabilities resulting from potential future climate scenarios. Physical and transition risks that may result from climate change could have a material adverse effect on our properties, operations and business. Our role in assessing and managing these climate-related risks and initiatives is spread across multiple teams in the organization, including executive leadership and the sustainability, acquisitions, risk management, asset management, legal and compliance and research departments.
In 2018, we became the first NAV REIT to submit to Global Real Estate Sustainability Benchmark ("GRESB"), a leading global provider of real estate environmental, social and governance benchmarking and performance assessments. For 2022, we achieved a 3-star out of 5-star GRESB rating. Also in 2022, our properties achieved 12 BREEAM In-Use Certifications, five ENERGY STAR Certifications and 31 WELL Health Safety Ratings. We conducted energy efficiency or net zero carbon audits to identify efficiency opportunities at three of our properties and are evaluating several properties for installation of solar and electric vehicle chargers. Our Advisor is committed to reduce the landlord-controlled operational carbon emissions of our portfolio of directly-managed properties to net zero by the year 2050, including a 50% reduction by 2030. In line with this, our Advisor is a signatory to the UN’s net Zero Asset Managers Initiative, ULI Greenprint’s Net Zero Goal and the US DOE’s Better Climate Challenge.
INVESTMENT POLICIES
We may invest in real estate directly or indirectly through interests in corporations, limited liability companies, partnerships and joint ventures having an equity interest in real property, real estate investment trusts, ground leases, tenant in common interests, mortgages, participating mortgages, convertible mortgages, second mortgages, mezzanine loans or other debt interests convertible into equity interests in real property, options to purchase real estate, real property purchase-and-leaseback transactions and other transactions and investments with respect to real estate.
We intend to use financial leverage to provide additional funds to support our investment activities. We expect to maintain a targeted company leverage ratio (calculated as our share of total liabilities (excluding future dealer manager fees) divided by our share of the fair value of total assets) of between approximately 30% and 50%. Our company leverage ratio was 36% at December 31, 2022 and 42% at December 31, 2021. We intend to continue to use portions of the proceeds from our offerings to retire certain borrowings as they mature or become available for repayment or when doing so is beneficial to achieving our investment objectives. We are precluded from borrowing more than approximately 75% of the sum of the cost of our investments (before non-cash reserves and depreciation), which is based upon the limit specified in our charter that borrowing may not exceed 300% of the cost of our net assets. “Net assets” is defined as our total assets, other than intangibles, valued at cost (prior to deducting depreciation and amortization, reserves for bad debts and other non-cash reserves) less total liabilities. However, we may temporarily borrow in excess of these amounts if such excess is approved by a majority of our board, including a majority of our independent directors, and disclosed to stockholders in our next quarterly report, along with justification for such excess. In such event, we will review our debt levels at that time and take action to reduce any such excess as soon as practicable. As of December 31, 2022, we are in compliance with the charter limitations on our indebtedness.
Investments in Properties
We generally invest in properties located in large metropolitan areas that are well-leased with a stable tenant base and that are expected to generate predictable income. However, we may make investments in properties with other characteristics if we believe that the investments have the potential to enhance portfolio diversification or investment returns, as further described below under “Value Creation Opportunities.” There is no limitation on the amount we may invest in any single property.
We intend to manage risk through constructing and managing a broadly diversified portfolio of properties in developed markets around the world. We believe that a broadly diversified investment portfolio may offer stockholders significant benefits for a given level of risk relative to a more concentrated investment portfolio. In addition, we believe that assembling a diversified tenant base by investing in multiple properties and property types across multiple markets and geographic regions may mitigate the economic impacts associated with releasing properties or tenants potentially defaulting under their leases, since lease revenues represent the primary source of income from our real estate investments.
We will focus on acquiring and managing a portfolio of properties that provides tenants and residents with modern functionality and location desirability in order to avoid near-term obsolescence. We will generally invest in well-designed buildings that we believe present an attractive appearance, have been and are properly maintained and require minimal capital improvements in the near term. We generally do not intend to materially invest in higher risk properties in need of significant renovation, development or new construction; however, we may invest in these types of properties if we believe attractive risk-adjusted investment returns can be achieved through proactive management techniques or value-add programs, as further described below under “Value Creation Opportunities.”
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Our board of directors is responsible for determining the consideration we pay for each property we acquire. However, our board has adopted investment guidelines that delegate this authority to our Advisor, so long as our Advisor complies with these investment guidelines. The investment guidelines limit the types of properties and investment amounts that may be acquired or disposed of without the specific approval of our board of directors. Our board of directors may change from time to time the scope of authority delegated to our Advisor.
Subject to limitations contained in our charter, we may issue, or cause to be issued, shares of our stock or OP Units in any manner (and on such terms and for such consideration) in exchange for real estate. Our existing stockholders have no preemptive rights to purchase any such shares of our stock or OP Units, and any such issuance might cause a dilution of a stockholder’s initial investment. We may enter into additional contractual arrangements with contributors of property under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at specified times.
Global Target Markets
In general, we seek to invest in properties in well-established locations within larger metropolitan areas and with the potential for above average population or employment growth. Although we have focused, and expect to continue to focus, on investing primarily in developed markets throughout the United States, we may also invest a substantial portion of the proceeds of our offerings in markets outside of the United States. We believe that investments in international markets that meet our investment objectives and guidelines will contribute materially to the diversification of our portfolio, the ability for us to identify favorable income-generating investments and the potential for achieving attractive long-term risk-adjusted returns. We believe that opportunities for attractive risk-adjusted returns exist both in and outside the United States. Most of our investments outside of the United States will be in core properties in stabilized, well-developed markets within Europe and the Asia Pacific region. We believe that our long-term strategy to acquire properties on a global basis will provide for a well-diversified portfolio that will generate attractive current returns and optimize long-term value for our stockholders.
Value Creation Opportunities
We may periodically seek to enhance investment returns through various value creation opportunities. While there are no specific limitations on the nature or amount of these types of investments, in the aggregate they are not expected to materially change the risk profile of our overall portfolio. Examples of likely value creation investments include properties with significant leasing risk, forward purchase commitments, development, redevelopment or repositioning opportunities and nontraditional or mixed-use property types. These investments generally have a higher risk and higher return profile than our primarily core strategy.
Disposition Policies
We anticipate that we will hold most of our properties for an extended period. However, we may determine to sell a property before the end of its anticipated holding period. We will monitor each investment within the portfolio and the overall portfolio composition for appropriateness in meeting our investment objectives. Our Advisor may determine to sell a property if:
an opportunity has arisen to enhance overall investment returns by reallocating capital;
there are diversification benefits associated with disposing of the property and rebalancing our investment portfolio;
in the judgment of our Advisor, the value of the property might decline or underperform as compared to our investment strategy;
an opportunity has arisen to pursue a more attractive investment;
the property was acquired as part of a portfolio acquisition and does not meet our investment guidelines;
there exists a need to generate liquidity to satisfy repurchase requests, to pay distributions to our stockholders or for working capital; or
in the judgment of our Advisor, the sale of the property is in the best interests of our stockholders.
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Generally, we intend to reinvest proceeds from the sale, financing or other disposition of properties in a manner consistent with our investment strategy and guidelines, although we may be required to distribute such proceeds to stockholders in order to comply with REIT requirements or we may make distributions for other reasons.
Investments in Real Estate-Related Assets
We may invest a portion of our portfolio in real estate-related assets other than properties. These assets may include the common and preferred stock of publicly traded real estate-related companies, preferred equity interests, mortgage loans and other real estate-related equity and debt instruments. Up to 25% of our overall portfolio may be invested in real estate-related assets. We believe that our Advisor’s ability to acquire real estate-related assets in conjunction with acquiring a portfolio of properties may provide us with additional liquidity and further diversification, which provides greater financial flexibility and discretion to construct an investment portfolio designed to achieve our investment objectives.
Our charter requires that any investment in equity securities (other than equity securities traded on a national securities exchange or included for quotation on an inter-dealer quotation system) not within the specific parameters of our investment guidelines adopted by our board of directors must be approved by a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction as being fair, competitive and commercially reasonable. As of December 31, 2022, we had $44,182 invested in publicly traded real estate companies.
We may invest in mortgage loans consistent with the requirements for qualification as a REIT. We may originate or acquire interests in mortgage loans, generally on the same types of properties we might otherwise buy. These mortgage loans may pay fixed or variable interest rates or have “participating” features described below. Normally, mortgage loans will be secured by income-producing properties. These mortgage loans typically will be nonrecourse, which means they will not be the borrower’s personal obligations. We expect that most will be first mortgage loans, with first priority liens on the property. These mortgage loans may provide for payments of principal and interest or may provide for interest-only payments, with a balloon payment at maturity. We may make mortgage loans that permit us to participate in the revenues from, or appreciation, of the underlying property consistent with the rules applicable for qualification as a REIT. These participations may entitle us to receive additional interest, usually calculated as a percentage of the gross income the borrower receives from operating, selling or refinancing the property. We may also receive an option to buy an interest in the property securing the participating loan.
Subject to the percentage of ownership limitations and gross income and asset requirements required for REIT qualification, we may invest in equity securities of companies engaged in real estate activities, including for the purpose of exercising control over such entities. Companies engaged in real estate activities may include, for example, REITs that either own properties or make real estate loans, real estate developers, entities with substantial real estate holdings such as limited partnerships, funds and other commingled investment vehicles, and other companies whose products and services are related to the real estate industry, such as mortgage lenders or mortgage servicing companies. We may acquire all or substantially all of the securities or assets of companies engaged in real estate activities where such investment would be consistent with our investment policies and our status as a REIT. We may also acquire exchange traded funds and mutual funds focused on REITs and real estate companies. In any event, we do not intend that our investments in securities will require us to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and we intend to generally divest appropriate securities before any such registration would be required.
Cash, Cash Equivalents and Other Short-Term Investments
We may invest up to 15% of our assets in cash, cash equivalents and other short-term investments. These types of investments may include the following, to the extent consistent with our qualification as a REIT:
money market instruments, cash and other cash equivalents (such as high-quality short-term debt instruments, including commercial paper, certificates of deposit, bankers' acceptances, repurchase agreements, interest- bearing time deposits and credit rated corporate debt securities);
U.S. government or government agency securities; and
credit rated corporate debt or asset-backed securities of U.S. or foreign entities, or credit rated debt securities of foreign governments or multi-national organizations.
Other Investments
We may, but do not presently intend to, make investments other than as previously described. At all times, we intend to make investments in such a manner consistent with maintaining our qualification as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). We do not intend to underwrite securities of other issuers.
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COMPETITION
We face competition when attempting to make real estate investments, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension funds, partnerships and individual investors. The leasing of real estate is also highly competitive. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services provided and the design and condition of the improvements.
SEASONALITY
Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.
GOVERNMENTAL REGULATIONS
As an owner of real estate, our operations are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, include among other things: (i) federal and state securities laws and regulations; (ii) federal, state and local tax laws and regulations, (iii) state and local laws relating to real property; (iv) federal, state and local environmental laws, ordinances, and regulations, and (v) various laws relating to housing, including permanent and temporary rent control and stabilization laws, the Americans with Disabilities Act of 1990 and the Fair Housing Amendment Act of 1988, among others.
Compliance with the federal, state and local laws described above has not had a material, adverse effect on our business, assets, results of operations, financial condition and ability to pay distributions, and we do not believe that our existing portfolio will require us to incur material expenditures to comply with these laws and regulations.
GEOGRAPHIC CONCENTRATION
The following table provides information regarding the geographic concentration of our real estate portfolio as of December 31, 2022:
Real Estate Portfolio
Number of
Properties(1)
Net Rentable Square FeetEstimated Percent 
of Fair Value
South28 7,150,000 28 %
West54 8,311,000 39 
East33 7,047,000 24 
Midwest20 2,870,000 
Total135 25,378,000 100 %
________
(1)    Excludes over 4,300 single-family rental houses located in various markets across the United States.

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The following charts sets forth the percentage of our consolidated revenues derived from properties owned in each state that accounted for more than 10% of our consolidated revenues during the years ended December 31, 2022, 2021 and 2020:
jllipt-20221231_g2.jpgjllipt-20221231_g3.jpgjllipt-20221231_g4.jpg
DEPENDENCE ON SIGNIFICANT TENANTS
Our significant tenants that accounted for more than 10% of the consolidated revenues from their respective segments during the years ending December 31, 2022, 2021 and 2020 were as follows:
For the year ended December 31,
202220212020
Office
Amazon(1)
19%26%31%
Summit Medical Group(2)(2)10%
Cellularity Inc.(2)11%(2)
________
(1)    Amazon, including Whole Foods Market IP, Inc., also accounted for 4%, 5%, and 6% of the consolidated revenues in the retail segment in the years ended December 31, 2022, 2021 and 2020, respectively, and 3%, 4% and 5% of the consolidated revenues in the industrial segment in the years ended December 31, 2022, 2021 and 2020, respectively.
(2)    Represented less than 10% in the period.
REPORTABLE SEGMENTS
We align our internal operations along the primary property types we are targeting for investments, resulting in five operating segments: industrial properties, office properties, residential properties, retail properties and other properties. See Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data” for financial information related to our reportable segments.
Industrial Properties
Industrial properties are generally categorized as warehouse/distribution centers, research and development facilities, flex space or manufacturing. The performance of industrial properties is typically dependent on the proximity to economic centers and the movement of global trade and goods. Industrial properties typically utilize a triple-net lease structure pursuant to which the tenant is generally responsible for property operating expenses in addition to base rent which can help mitigate the risks associated with rising expenses. We intend to invest in industrial properties that are located in major distribution hubs and near transportation modes such as port facilities, airports, rail lines and major highway systems as well as facilities located in close proximity to major centers of population.

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Office Properties
Office sector properties are generally categorized based upon location and quality. Buildings may be located in Central Business Districts ("CBDs") or suburbs. Buildings may also be classified by general quality and size, ranging from Class A properties, which are generally large-scale buildings of the highest-quality, to Class C buildings which are below investment grade. We intend to invest in medical office and healthcare related facilities but also have previously invested in Class A or B office properties that are near areas of dense population, have sufficient transportation access or are located within well-established suburban office/business parks or CBDs. We expect the duration of our office leases to be generally between five to ten years, which can help mitigate the volatility of our portfolio's income.
Residential Properties
Residential properties include multifamily apartments and single-family rental properties. Apartments are generally defined as having five or more dwelling units that are part of a single complex and offered for rental use as opposed to detached single-family residential properties. There are three main types of apartment properties: garden-style (mostly two to four story apartments), mid-rise and high-rise. Apartments generally have the lowest vacancy rates of any property type, with the better performing properties typically located in suburban markets in strong school districts, or in urban locations with strong employment and demographic dynamics. We plan to invest in apartment properties that are located in such areas or near employment centers with favorable potential for employment growth and conveniently situated with access to transportation and retail and service amenities. Traditional apartment properties are generally leased by apartment unit to individual tenants for one-year terms. Single-family rentals properties differ from apartments in that single-family rental units are detached, singular homes, usually featuring private yards and garages, as opposed to multi-unit apartments with shared common areas. Tenants in single-family rentals tend to stay longer, about three years, and are on average an older demographic of approximately 40 years old versus multifamily renters whose average age is in the lower 30s.
In addition, single-family rental homes typically offer larger individual living spaces, at around 1,900 square feet per home versus 900 square feet for multifamily (but not featuring the shared amenities of Class A multifamily such as a resident center, outdoor pool, fitness facility, business center, etc.). Single-family rentals is a growing institutional segment within the broader residential sector, and offers a meaningful opportunity to scale.
Retail Properties
The retail sector is comprised of five main formats: neighborhood retail, community centers, regional centers, super-regional centers and single-tenant stores. Location, convenience, accessibility and tenant mix are generally considered to be among the key criteria for successful retail investments. Retail leases tend to range from three to five years for small tenants and ten to 15 years for large anchor tenants. Leases, particularly for anchor tenants, may include a base payment plus a percentage of retail sales. Household incomes and population density are generally considered to be key drivers of local retail demand. We will seek investments in retail properties, primarily ones in neighborhood and community centers anchored by a grocery tenant and located within densely populated residential areas, with favorable demographic characteristics and near other retail and service amenities.
Other Properties
The other property sector is currently comprised of parking facilities. The parking industry is a large and fragmented sector and includes facilities that provide short-term parking spaces for vehicles on an hourly, daily, weekly or monthly basis. Parking structures can range from surface lots to larger multi-level buildings. Location and the local trade area are critically important to the performance of parking facilities. In addition to location, parking rates offered at a facility have a significant influence on a driver’s decision to use a particular facility.  We will seek to invest principally in parking facilities in densely populated urban areas with high barriers to entry for new competition and multiple demand drivers.
AVAILABLE INFORMATION
We are subject to the information requirements of the Exchange Act. Therefore, we file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website (www.sec.gov) where the reports, proxy and information statements, and other information that we file electronically with the SEC can be accessed free of charge. Our website is www.JLLIPT.com. We may use our website as a distribution channel for material information about our Company. Our reports on Forms 10-K, 10-Q and 8-K, and all amendments to those reports are posted on our website as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC. The contents of our website are not incorporated by reference.

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INSURANCE
Although we believe our investments are currently adequately covered by insurance consistent with the terms and levels of coverage that are standard in our industry, we cannot predict at this time if we will be able to obtain adequate coverage at a reasonable cost in the future.
HUMAN CAPITAL
We have no paid employees. The employees of our Advisor or its affiliates provide management, acquisition, advisory and certain other administrative services for us.


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Item 1A.Risk Factors.
You should consider carefully the risks and uncertainties described below and the other information in this Form 10-K, including our consolidated financial statements and the related notes included elsewhere in this Form 10-K. If any of the following risks actually occur, they may materially harm our business and our financial condition and results of operations and cause the NAV to decline.
Risks Related to Investing in Shares of Our Common Stock
There is no public trading market for shares of our common stock; therefore, the ability of our stockholders to dispose of their shares will likely be limited to the repurchase of shares by us which generally will not be available during the first year after the purchase. If stockholders do sell their shares to us, they may receive less than the price paid.
There is no current public trading market for shares of our common stock, and we do not expect that such a public market will ever develop. Therefore, the repurchase of shares by us will likely be the only way for stockholders to dispose of their shares, however we are not obligated to repurchase any shares of our common stock and may choose to only repurchase some, or even none, of the shares requested to be repurchased. To the extent we choose to repurchase shares, we will repurchase shares at a price equal to our NAV per share of the class of shares being repurchased on the date of repurchase, and not based on the price at which the shares were purchased. Shares are not eligible for repurchase for the first year after purchase except upon death or disability of a stockholder or under certain circumstances following the departure of key persons; provided, however, that shares issued pursuant to our distribution reinvestment plan are not subject to the one-year holding period. In addition, we may repurchase shares if a stockholder fails to maintain a minimum balance of $5 in shares, even if the failure to meet the minimum balance is caused solely by a decline in our NAV. As a result of these terms of our share repurchase plan, stockholders may receive less than the price they paid for their shares when they sell them to us pursuant to our share repurchase plan. In addition, as a perpetual-life REIT, we are not required to and do not intend to pursue a strategic transaction such as a listing on a national securities exchange or a sale of our Company that would provide liquidity to our stockholders.
Our ability to repurchase shares may be limited, and our board of directors may modify or suspend our share repurchase plan at any time.
Our share repurchase plan limits the funds we may use to purchase shares each calendar quarter to 5% of the combined NAV of all classes of shares as of the last day of the previous calendar quarter, which means that in any 12-month period, to the extent we choose to repurchase shares, we limit repurchases to approximately 20% of our total NAV. We are not obligated to repurchase any shares of our common stock and may choose to only repurchase some, or even none, of the shares requested to be repurchased. The vast majority of our assets consist of properties that cannot generally be liquidated quickly. Therefore, we may not always have a sufficient amount of cash to immediately satisfy repurchase requests. Our board of directors may modify or suspend for any period of time or indefinitely our share repurchase plan should repurchase requests, in the business judgment of our board of directors, place an undue burden on our liquidity, adversely affect our investment operations or pose a risk of having a material adverse impact on stockholders whose shares are not repurchased, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Because our board of directors is not required to authorize the recommencement of the share repurchase plan within any specified period of time, our board of directors may effectively terminate the plan by suspending it indefinitely. As a result, our stockholders’ ability to have their shares repurchased by us may be limited and at times no liquidity may be available for our stockholders’ investment.
We have a history of operating losses and cannot assure you that we will sustain profitability.
As a consequence of recognizing depreciation in connection with the properties we own, we have a history of operating losses and cannot assure you that we will sustain profitability. As a result, since our inception in 2004, we have experienced net losses (calculated in accordance with U.S. generally accepted accounting principles ("GAAP")) over a number of years. The extent of our future operating losses are highly uncertain, and we may not sustain profitability.
The availability, timing and amount of cash distributions to you are uncertain.
Our board of directors is not obligated to declare quarterly dividends for our stockholders in any specific amounts or at all. We bear all expenses incurred in our operations, which are deducted from cash funds generated from operations prior to computing the amount of cash for distribution to stockholders. In addition, our board of directors, in its discretion, may retain any portion of such funds for working capital or other purposes, which was the policy of our board of directors from March 2009 through September 2011 when we suspended our distributions as a part of our cash conservation strategy adopted in response to the uncertain economic climate and extraordinary conditions in the commercial real estate industry.
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To the extent our distributions represent a return of capital for tax purposes, our stockholders could recognize an increased capital gain upon a subsequent sale of our common stock.
Distributions in excess of our current and accumulated earnings and profits and not treated by us as a dividend will not be taxable to a stockholder to the extent those distributions do not exceed the stockholder’s adjusted tax basis in his or her common stock. Instead, the distribution will constitute a return of capital and will reduce the stockholder’s adjusted basis. (Such distributions to non-U.S. stockholders may be subject to withholding, which may be refundable.) If distributions exceed the stockholder’s adjusted basis, then his or her adjusted basis will be reduced to zero, and the excess will be treated as capital gain to the stockholder. Related, if distributions result in a reduction of a stockholder’s adjusted basis in his or her common stock, then subsequent sales of such stockholder’s common stock potentially will result in recognition of an increased capital gain.
Your overall return may be reduced if we pay distributions from sources other than our cash from operations.
To date, all of the distributions we have paid to stockholders have been funded through a combination of cash flows from our operations and investing activities. We may not generate sufficient cash flow from operations to fully fund distributions to stockholders. Therefore, we may choose to use cash flows from investing activities such as sales of real estate investments or interests in joint ventures. We may also choose to use financing activities, which include borrowings (including borrowings secured by our assets), net proceeds of our offerings or other sources to fund distributions to our stockholders. For the year ended December 31, 2022, 50% of our distributions were funded from cash flows from operations and 50% from investing activities. We may be required to continue to fund our regular distributions from a combination of some of these sources if our investments fail to perform as anticipated, our expenses are greater than expected or due to numerous other factors. We have not established a limit on the amount of our distributions that may be paid from any of these sources. Using certain of these sources may result in a liability to us, which would require a future repayment. The use of these sources for distributions and the ultimate repayment of any liabilities incurred could adversely impact our ability to pay distributions in future periods, decrease our NAV and NAV per share, decrease the amount of cash we have available for operations and new investments and adversely impact the value of an investment in our shares of common stock.
Your purchase price may be more or less than the actual NAV if our NAV is incorrectly calculated.
If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our common stock or the price paid for the repurchase of your shares of common stock on a given date may not accurately reflect the value of our portfolio, and your shares may be worth more or less than the purchase or repurchase price.
You will not have the opportunity to evaluate future investments we will make with the proceeds raised in our offerings prior to purchasing shares of our common stock.
We have not identified all of the investments that we will make with the proceeds of our offerings. As a result, you will not be able to evaluate the economic merits, transaction terms or other financial or operational data concerning our future investments prior to purchasing shares of our common stock. You must rely on our Advisor and our board of directors to implement our investment policies, to evaluate our investment opportunities and to structure the terms of our investments. Because you cannot evaluate all of the investments we will make in advance of purchasing shares of our common stock, this additional risk may hinder your ability to achieve your own personal investment objectives related to portfolio diversification, risk-adjusted investment returns and other objectives.
Our ability to implement our investment strategy is dependent, in part, upon the ability of our Dealer Manager to successfully conduct our offerings, which makes an investment in us more speculative.
We have retained LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor, to conduct our offerings (the “Dealer Manager”). The success of this offering, and our ability to implement our business strategy, is dependent upon the ability of our Dealer Manager to build and maintain a network of broker-dealers to sell our shares to their clients. If our Dealer Manager is not successful in establishing, operating and managing this network of broker-dealers, our ability to raise proceeds through this offering will be limited, and we may not have adequate capital to execute our investment strategy. If we are unsuccessful in executing our investment strategy, you could lose all or a part of your investment.

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The performance component of the advisory fee is calculated for each class of our common stock and each class of OP Units on the basis of the total return attributable to that class over a calendar year, so it may differ among classes and it may not be consistent with the return on our shares over a longer or shorter time frame.
The performance component of the advisory fee is calculated for each class of our common stock and for each class of OP Units on the basis of the total return attributable to that class over a calendar year. As a result, our Advisor may be entitled to receive the performance component with respect to one class of shares or OP Units but not another and may be entitled to receive compensation under the performance component of the advisory fee for a given year even if some of our stockholders who purchased shares during such year experienced a decline in NAV per share. Similarly, stockholders who request that we repurchase their shares during a given year may have their shares repurchased at a lower NAV per share as a result of an accrual for the estimated performance component of the advisory fee, even if no performance component is ultimately payable to our Advisor at the end of such calendar year. In addition, if the NAV of our classes of common stock or classes of OP Units remains above certain threshold levels, our Advisor’s ability to earn the performance fee in any year will not be affected by poor performance in prior years. Furthermore, the Advisor will not be obligated to return any portion of advisory fees paid based on our subsequent performance.
Valuations and appraisals of our properties and real estate-related assets are estimates of fair value and may not necessarily correspond to realizable value.
For the purposes of calculating our NAV after the close of business on each business day, our properties will initially be valued at cost upon their acquisition which we expect to represent fair value at that time. Thereafter, valuations of properties, which will be based in part on appraisals of each of our properties by our independent valuation advisor at least once during every calendar quarter after the first full calendar quarter in which we owned each respective property, will be performed in accordance with our valuation guidelines. Likewise, our investments in real estate-related assets will initially be valued at cost upon their acquisition, and thereafter will be valued quarterly, or in the case of liquid securities, daily, as applicable, at fair value. Within the parameters of our valuation guidelines, the valuation methodologies used to value our properties will involve subjective judgments regarding such factors as comparable sales, rental and operating expense data, the capitalization or discount rate, and projections of future rent and expenses based on appropriate analysis. Valuations and appraisals of our properties and real estate-related assets will be only estimates of fair value. Ultimate realization of the value of an asset depends to a great extent on economic and other conditions beyond our control and the control of our Advisor and independent valuation advisor.
Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller. Therefore, the valuations of our properties and our investments in real estate-related assets may not correspond to the timely realizable value upon a sale of those assets. There will be no retroactive adjustment in the valuation of such assets, the price of our shares of common stock, the price we paid to repurchase shares of our common stock or NAV-based fees we paid to our Advisor and Dealer Manager to the extent such valuations prove to not accurately reflect the true estimated value and are not a precise measure of realizable value. Because the price you will pay for shares of our common stock, and the price at which your shares may be repurchased by us pursuant to our share repurchase plan, are based on our estimated NAV per share, you may pay more than realizable value or receive less than realizable value for your investment.
No rule, regulation, or industry practice requires that we calculate our NAV in a certain way, and our board of directors, including a majority of our independent directors, may adopt changes to our valuation guidelines.
There are no existing rules or regulatory bodies that specifically govern the manner in which we calculate our NAV and there is no established practice among public REITs, whether listed or not, for calculating NAV in order to establish a purchase and repurchase price. As a result, it is important that you pay particular attention to the specific methodologies and assumptions we use to calculate our NAV, as other public REITs may use different methodologies or assumptions to determine their NAV. For example, we do not fair value our mortgage notes and other debt payable. In addition, our board of directors, including a majority of our independent directors, will review the appropriateness of our valuation guidelines at least annually and may, at any time, adopt changes to our valuation guidelines.

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Our NAV per share may suddenly change if the appraised values of our properties materially change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.
Each of our properties will be appraised at least once per quarter and, under normal circumstances, will not be appraised more frequently than once per quarter. Properties may be valued more frequently than quarterly if our advisor or independent valuation advisor believes that the value of such property has changed materially since the most recent quarterly valuation. As such, when these appraisals are reflected in our NAV calculation, there may be a sudden change in our NAV per share for each class of our common stock. These changes in a property’s value may be as a result of property-specific events or as a result of more general changes to real estate values resulting from local, national or global economic changes.
In addition, actual operation results for a given month may differ from what we originally budgeted for that month, which may cause a sudden increase or decrease in the NAV per share amounts. We accrue estimated income and expenses on a daily basis based on our budgets. On an ongoing basis, we adjust the income and expenses we accrued to reflect the income and expenses actually earned and incurred. We do not retroactively adjust the NAV per share of each class for each day. Therefore, because the actual results from operations may be better or worse than what we previously budgeted, the adjustment to reflect actual operating results may cause the NAV per share for each class of our common stock to increase or decrease, and such increase or decrease will occur on the day the adjustment is made.
The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.
From time to time, we may experience events with respect to our investments that may have a material impact on our NAV. For example, an unexpected termination or renewal of a material lease, a material change in vacancies or an unanticipated structural or environmental event at a property may cause the value of a property to change materially. The NAV per share of each class of our common stock as published on any given day may not reflect such extraordinary events to the extent that their financial impact is not immediately quantifiable. As a result, the NAV per share of each class published after the announcement of a material event may differ significantly from our actual NAV per share for such class until such time as the financial impact is quantified and our NAV is appropriately adjusted in accordance with our valuation guidelines. The resulting potential disparity in our NAV may inure to the benefit of stockholders whose shares are repurchased or new stockholders, depending on whether our published NAV per share for such class is overstated or understated.
Due to daily fluctuations in our NAV, the price at which your purchase is executed could be higher than our NAV per share at the time you submit your subscription, and the price at which your repurchase is executed could be lower than our NAV per share at the time you submit your repurchase request.
The purchase and repurchase price for shares of our common stock will not be based on any established trading price. Your accepted subscription will be executed at a price equal to our NAV per share for the class of shares being purchased next determined after your subscription is received in proper form and processed, plus, for Class A and Class A-I shares only, any applicable selling commissions. As a result of this process, you will not know the purchase price per share at which your subscription will be executed at the time you submit your subscription. The purchase price per share at which your subscription is executed could be higher than the NAV per share on the date you submitted your subscription and if this is the case, you could receive fewer shares than initially anticipated. If the purchase price per share at which your subscription agreement is lower than the NAV per share on the date you submitted your subscription, you could receive more shares than initially anticipated. For example, if a subscription is processed and accepted on a business day and before the close of business (4:00 p.m. Eastern time) on that day, the subscription will be executed at a purchase price equal to our NAV per share for the class of shares being purchased determined after the close of business on that day, plus, for Class A and Class A-I shares, any applicable selling commissions.
If a subscription is processed and accepted on a business day, but after the close of business on that day, the subscription will be executed at a purchase price equal to our NAV per share for the class of shares being purchased determined after the close of business on the next business day, plus, for Class A and Class A-I shares only, any applicable selling commissions. Similarly, received and processed repurchase requests will be effected at a repurchase price equal to the next-determined NAV per share for the class of shares being repurchased. Investors who subscribe for shares will not know the purchase price at the time they submit their subscription. Because stockholders will not know the repurchase price that will apply at the time that repurchase requests are submitted, the repurchase price per share at which your repurchase request is executed could be lower than the NAV per share on the date you submitted your repurchase request. If our NAV per share increases, purchasers of Class A and Class A-I shares will pay a higher selling commission per share and if our NAV per share decreases, purchasers of Class A and Class A-I shares will pay a lower selling commission per share, as the amount of commissions is calculated as a percentage of NAV per share.
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We have broad discretion in how we use the proceeds from our offerings, and we may use the proceeds in ways with which you disagree.
We expect to use the net proceeds of our public and private offerings to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) repay indebtedness incurred under various financing instruments and (3) fund repurchases under our share repurchase plan or through tender offers. We have not allocated specific amounts of the net proceeds from our public and private offerings for any specific purpose. Accordingly, our management will have significant flexibility in applying the net proceeds of our public and private offerings, including the ability to apply net proceeds to the payment of distributions. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. In addition, it is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.
Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may adversely affect the value of our common stock.
In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including medium term notes, senior or subordinated notes and classes of preferred or common stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock.
Additionally, holders of our common stock will not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue 1 billion shares of common stock. Our board of directors may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of common stock or the number of authorized shares of capital stock of any class or series without stockholder approval. After you purchase shares of our common stock, our board of directors may elect, without stockholder approval, to: (1) sell additional shares in future public offerings; (2) issue equity interests in private offerings; (3) issue shares upon the exercise of the options we may grant to our independent directors or future employees; (4) issue shares to our Advisor, or its successors or assigns, in payment of an outstanding obligation to pay fees for services rendered to us or to reimburse expenses paid on our behalf or (5) issue shares to sellers of properties we acquire in connection with an exchange of limited partnership interests of our operating partnership. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stock and diluting their proportionate ownership.
If you purchase shares of common stock, you may experience immediate dilution in the net tangible book value per share.
Net tangible book value is used as a measure of net worth that reflects certain dilution in the value of our common stock from the issue price as a result of (i) accumulated depreciation and amortization of real estate investments, (ii) fees paid in connection with the offering and (iii) the fees and expenses paid to our Advisor and its affiliates in connection with the selection, acquisition, management and sale of our investments. Net tangible book value does not reflect our estimated value per share nor does it necessarily reflect the value of our assets upon an orderly liquidation of the Company in accordance with our investment objectives. As of December 31, 2022, our net tangible book value per share was $10.82, calculated as our net tangible book value as of December 31, 2022 divided by the 243,592,068 shares of our common stock outstanding as of December 31, 2022, as compared to our share price of $14.37, $14.39, $14.40 and $14.38 per Class A, Class M, Class A-I and Class M-I share, respectively, on such date pursuant to our public offering.

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Compliance with the SEC’s Regulation Best Interest by participating broker-dealers may negatively impact our ability to raise capital in Our Current Public Offering, which would harm our ability to achieve our investment objectives.
Broker-dealers must comply with Regulation Best Interest, which, among other requirements, establishes a new standard of conduct for broker-dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer. The full impact of Regulation Best Interest on participating dealers cannot be determined at this time, and it may negatively impact whether participating dealers and their associated persons recommend our Current Public Offering to certain retail customers, or the amount of shares which are recommended to such customers. In particular, under SEC guidance concerning Regulation Best Interest, a broker-dealer recommending an investment in our shares should consider a number of factors, including but not limited to cost and complexity of the investment and reasonably available alternatives in determining whether there is a reasonable basis for the recommendation. Broker-dealers may recommend a more costly or complex product as long as they have a reasonable basis to believe it is in the best interest of a particular retail customer. However, if broker-dealers instead choose alternatives to our shares, many of which likely exist, our ability to raise capital may be adversely affected. If Regulation Best Interest reduces our ability to raise capital in our Current Public Offering, it would harm our ability to create a diversified portfolio of investments and ability to achieve our investment objectives.
Risks Related to Conflicts of Interest
Our Advisor will face a conflict of interest with respect to the allocation of investment opportunities and competition for tenants between us and other real estate programs that it advises.
Our Advisor’s officers and key real estate professionals identify potential investments in properties and other real estate-related assets that are consistent with our investment guidelines for our possible acquisition. However, our Advisor may not acquire an investment in a property unless it has reviewed and approved presenting it to us in accordance with its allocation policies. LaSalle and its affiliates advise other investment programs that invest in properties and real estate-related assets in which we may be interested, including the DST Program. LaSalle could face conflicts of interest in determining which programs will have the opportunity to acquire and participate in such investments as they become available. As a result, other investment programs advised by LaSalle may compete with us with respect to certain investments that we may want to acquire. Our Advisor also has discretion to choose which of our properties to syndicate in the DST Program, which presents conflicts because our Advisor and the Dealer Manager, earn fees from the DST Program.
In addition, we may acquire properties in geographic areas where other investment programs advised by LaSalle own properties. Therefore, our properties may compete for tenants with other properties owned by such investment programs. If one of such investment programs attracts a tenant that we are competing for, we could suffer a loss of revenue due to delays locating another suitable tenant.
Our Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, for which our Advisor is ultimately responsible for calculating.
Our Advisor is paid a fee for its services based on our daily NAV, which is calculated by ALPS Fund Services Inc. ("ALPS") under the supervision of our Advisor. The calculation of our NAV includes certain subjective judgments of our Advisor and our independent valuation advisor, including estimates of fair value of particular assets, and therefore may not correspond to realizable value upon a sale of those assets. Our Advisor may benefit by us retaining ownership of our assets at times when our stockholders may be better served by the sale or disposition of our assets in order to avoid a reduction in our NAV. If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our common stock or the price paid for the repurchase of your shares of common stock on a given date may not accurately reflect the value of our portfolio, and your shares may be worth less than the purchase price or more than the repurchase price.
Our Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that our Advisor’s management personnel will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
All of our Advisor’s management personnel, other employees, affiliates and related parties may also provide services to other affiliated entities of our Advisor. We are not able to estimate the amount of time that such management personnel will devote to our business. As a result, certain of our Advisor’s management personnel may have conflicts of interest in allocating their time between our business and their other activities which may include advising and managing various other real estate programs and ventures, which may be numerous and may change as programs are closed or new programs are formed. During times of significant activity in other programs and ventures, the time they devote to our business may decline and be less than we would require. There can be no assurance that our Advisor’s affiliates will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
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Our Advisor and its affiliates, including our officers and some of our directors, face conflicts of interest caused by compensation arrangements with us and other LaSalle affiliated entities, which could result in actions that are not in our stockholders’ best interests.
Our Advisor and its affiliates receive substantial fees from us in return for their services and these fees could influence our Advisor’s advice to us. Among other matters, the compensation arrangements could affect their judgment with respect to:
the continuation, renewal or enforcement of our agreements with our Advisor and its affiliates, including the Advisory Agreement;
the decision to adjust the value of our real estate portfolio or the value of certain portions of our portfolio of other real estate-related assets, or the calculation of our NAV;
public offerings of equity by us, which may result in increased advisory fees of the Advisor;
competition for tenants from affiliated programs that own properties in the same geographic area as us;
whether to sell interests in certain of our real properties through the DST Program and to select which properties to be sold through the DST Program; and
asset sales, which may allow LaSalle or its affiliates to earn disposition fees and commissions.
We currently have, and may enter into additional, agreements with subsidiaries of our Sponsor to perform certain services for our real estate portfolio.
Subsidiaries of our Sponsor provide property management, leasing and other services to property owners, and currently provides certain services to us with respect to a portion of our properties, and we may engage subsidiaries of our Sponsor to perform additional property or construction management, leasing and other services related to our real estate portfolio. The fees, commissions and expense reimbursements paid to our Sponsor in connection with these services have not and will not be determined with the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties. Even though all such agreements will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could receive from a third party.
The time and resources that LaSalle affiliated entities devote to us may be diverted and we may face additional competition due to the fact that LaSalle affiliated entities are not prohibited from raising money for another entity that makes the same types of investments that we target.
LaSalle affiliated entities are not prohibited from raising money for another investment entity that makes the same types of investments as those we target. As a result, the time and resources they could devote to us may be diverted. In addition, we may compete with any such investment entity for the same investors and investment opportunities. We may also co-invest with any such investment entity. Even though all such co-investments will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could achieve co-investing with a third party.
Our Advisor may have conflicting fiduciary obligations if we acquire properties with its affiliates or other related entities; as a result, in any such transaction we may not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.
Our Advisor has in the past and may in the future cause us to acquire an interest in a property from its affiliates or through a joint venture with its affiliates or to dispose of an interest in a property to its affiliates. In these circumstances, our Advisor will have a conflict of interest when fulfilling its fiduciary obligation to us. In any such transaction we may not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties. Even though all such agreements will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could receive from a third party.
The fees we pay to affiliates in connection with our offerings of securities and in connection with the management of our investments were not determined on an arm’s-length basis, and therefore, we do not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.
Our Advisor, our Dealer Manager and other affiliates, including our sponsor, have earned and will continue to earn fees, commissions and expense reimbursements from us. The fees, commissions and expense reimbursements paid and to be paid to our Advisor, our Dealer Manager and other affiliates for services they provided us in connection with our offerings were determined without the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.
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Our executive officers, our affiliated directors and the key real estate professionals acting on behalf of our Advisor face conflicts of interest related to their positions or interests in affiliates of our Advisor, which could hinder our ability to implement our business strategy and to generate returns to our stockholders.
Our executive officers, our affiliated directors and the key real estate professionals acting on behalf of our Advisor may also be involved in the management of other real estate businesses, including other LaSalle affiliated entities, and separate accounts established for institutional investors, each of which invests in real estate or real estate-related assets. As a result, they owe fiduciary duties to each of these entities and their investors, which fiduciary duties may from time to time conflict with the fiduciary duties that they owe to us and our stockholders. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our investment strategy. These individuals face conflicts of interest in allocating their time among us and such other funds, investors and activities. These conflicts of interest could cause these individuals to allocate less of their time to us than we may require, which may adversely impact our operations.
You may not have the benefit of an independent due diligence review in connection with our offerings, which would increase the risk of your investment.
Because our Dealer Manager is an affiliate of our Advisor, investors will not have the benefit of an independent due diligence review and investigation by our Dealer Manager of the type normally conducted by an unaffiliated, independent underwriter in connection with a securities offering. Accordingly, you will have to rely on your own broker-dealer to make an independent due diligence review of the terms of our offerings. The absence of a due diligence review of us and our offerings by an independent underwriter increases the risk you face as a stockholder.
Risks Related to Adverse Changes in General Economic Conditions
Changes in economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders.
We are subject to risks generally incident to the ownership of real estate investments, including changes in global, national, regional or local economic, demographic and real estate market conditions, actual or perceived instability in the U.S. banking system, as well as other factors particular to the locations of our investments. A recession could adversely impact our investments as a result of, among other items, increased tenant defaults under our leases, lower demand for rentable space, as well as potential oversupply of rentable space, each of which could lead to increased concessions, tenant improvement expenditures or reduced rental rates to maintain occupancies. These conditions could also adversely impact the financial condition of the tenants that occupy our real properties and, as a result, their ability to pay us rents.
To the extent that a general economic slowdown is prolonged or becomes more severe or real estate fundamentals deteriorate, it may have a significant and adverse impact on the values of our assets, revenues, results from operations, financial condition, liquidity, overall business prospects and ultimately our ability to pay distributions to our stockholders.
Any market deterioration may cause the future value of our real estate investments to decline.
If the current economic or real estate environment were to worsen in the markets where our properties are located, our NAV per share of our common stock may experience more volatility or decline as a result. Volatility in the fair value and operating performance of commercial real estate has made estimating cash flows from our real estate investments difficult, since such estimates are dependent upon our judgment regarding numerous factors, including, but not limited to, current and potential future refinancing availability, fluctuations in regional or local real estate values and fluctuations in regional or local rental or occupancy rates, real estate tax rates and other operating expenses.
We cannot assure our stockholders that we will not have to realize or record impairment charges, or experience disruptions in cash flows and/or permanent losses related to our real estate investments or decreases in our NAV per share of our common stock in future periods. In addition, to the extent that volatile markets persist, these conditions could adversely impact our ability to potentially sell our real estate investments at a price and with terms acceptable to us or at all.

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Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.
Economic events affecting the U.S. and global economies, such as the general negative performance of the real estate sector (including as a result of inflation or higher interest rates), disruptions in the labor market (including labor shortages and unemployment) and stock market volatility (including volatility as a result of geopolitical events and military conflicts) could cause our stockholders to seek to have us repurchase their shares pursuant to our share repurchase plan. Our share repurchase plan limits the amount of funds we may use for repurchases during each calendar quarter to 5% of the combined NAV of all classes of shares as of the last day of the previous calendar quarter. Even if we are able to satisfy all resulting repurchase requests, our cash flow could be materially adversely affected.
In addition, if we determine to sell assets to satisfy repurchase requests, our ability to achieve our investment objectives, including, without limitation, diversification of our portfolio by property type and location, moderate financial leverage, conservative operating risk and an attractive level of current income, could be adversely affected.
Inflation or deflation may adversely affect our financial condition and results of operations.
Although neither inflation nor deflation has materially impacted our operations in the recent past, increased inflation could have an adverse impact on our floating rate mortgages and interest rates and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Inflation could also have an adverse effect on consumer spending which could impact our tenants’ revenues and, in turn, our percentage rents, where applicable. Conversely, deflation could lead to downward pressure on rents and other sources of income.
Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial results.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the reported value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. Accounting standard setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board ("FASB"), the SEC, and our independent registered public accounting firm) may amend, clarify, interpret or even reverse their previous interpretations or positions on how these standards should be applied. In some cases, we could be required to apply a new or revised standard retrospectively, resulting in the revision of prior period financial statements. Changes in accounting standards can be hard to predict and can materially impact how we record and report our financial condition and results of operations.
Risks Related to Our General Business Operations and Our Corporate Structure
We depend on our Advisor and the key personnel of our Advisor and we may not be able to secure suitable replacements in the event that we fail to retain their services.
Our success is dependent upon our relationships with, and the performance of, our Advisor and the key real estate professionals of our Advisor for the acquisition and management of our investment portfolio and our corporate operations. Any of these parties may suffer or become distracted by adverse financial or operational problems in connection with their business and activities unrelated to us and over which we have no control. Should any of these parties fail to allocate sufficient resources to perform their responsibilities to us for any reason, we may be unable to achieve our investment objectives. In the event that, for any reason, the Advisory Agreement is terminated, or our Advisor is unable to retain its key personnel, it may be difficult for us to secure suitable replacements on acceptable terms, which would adversely impact the value of your investment.
Our Advisor’s inability to retain the services of key real estate professionals could negatively impact our performance.
Our success depends to a significant degree upon the contributions of certain key real estate professionals employed by our Advisor, each of whom would be difficult to replace. Neither we nor our Advisor have employment agreements with these individuals and they may not remain associated with us or our Advisor. If any of these persons were to cease their association with us or our Advisor, our operating results could suffer. Our future success depends, in large part, upon our Advisor’s ability to attract and retain highly skilled managerial, operational and marketing professionals. If our Advisor loses or is unable to obtain the services of highly skilled professionals, our ability to implement our investment strategies could be delayed or hindered.

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We are required to pay substantial compensation to our Advisor and its affiliates, which may be increased or decreased during our Current Public Offering or future offerings by a majority of our board of directors, including a majority of the independent directors.
Pursuant to our agreements with our Advisor and its affiliates, including our sponsor, we are obligated to pay substantial compensation to our Advisor and its affiliates. Subject to limitations in our charter, the fees, expense reimbursements and other payments that we are required to pay to our Advisor and its affiliates may increase or decrease during our Current Public Offering or future offerings from those described elsewhere in our prospectus related to our Current Public Offering if such change is approved by a majority of our board of directors, including a majority of the independent directors. These payments to our Advisor and its affiliates will decrease the amount of cash we have available for operations and new investments and could negatively impact our NAV, our ability to pay distributions and your overall return.
We may change our investment and operational policies without stockholder consent.
We may change our investment and operational policies, including our policies with respect to investments, operations, indebtedness, capitalization and distributions, at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier or more highly leveraged than is currently contemplated. A change in our investment strategy may, among other things, increase our exposure to interest rate risk, default risk and real estate market fluctuations, all of which could materially affect our ability to achieve our investment objectives.
Our board of directors will not approve each investment selected by our Advisor.
Our board of directors has approved investment guidelines that delegate to our Advisor the authority to execute (1) acquisitions and dispositions of real property and (2) investments in other real estate-related assets, in each case so long as such investments are consistent with the investment guidelines. Our directors review our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, as often as they deem appropriate. The prior approval of our board of directors will be required only for the acquisition or disposition of assets that are not in accordance with our investment guidelines. In addition, in conducting periodic reviews, our directors will rely primarily on information provided to them by our Advisor. Furthermore, transactions entered into on our behalf by our Advisor may be costly, difficult or impossible to unwind when they are subsequently reviewed by our board of directors.
We are and may continue to be subject to litigation, which could have a material adverse effect on our financial condition.
We currently are, and are likely to continue to be, subject to litigation. Some of these claims may result in significant defense costs and potentially significant judgments against us. We cannot be certain of the ultimate outcomes of currently asserted claims or of those that arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, would adversely impact our earnings and cash flows, thereby impacting our ability to service debt and make quarterly distributions to our stockholders. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors.
The limits on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that could otherwise benefit our stockholders.
Our charter, with certain exceptions, authorizes our board of directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may own more than 9.8% in value of our outstanding capital stock or more than 9.8% in value or number of shares, whichever is more restrictive, of our outstanding common stock. A person that did not acquire more than 9.8% of our shares may become subject to our charter restrictions if repurchases by other stockholders cause such person’s holdings to exceed 9.8% of our outstanding shares. Any attempt to own or transfer shares of our common stock in excess of the ownership limit without the consent of our board of directors will be void, or will result in those shares being transferred by operation of law to a charitable trust, and the person who acquired such excess shares will not be entitled to any distributions thereon or to vote those excess shares. Our 9.8% ownership limitation may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for our stockholders.

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Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers, which could reduce your and our recovery against them if they cause us to incur losses.
Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, Maryland law and our charter provide that no director or officer shall be liable to us or our stockholders for monetary damages unless the director or officer (1) actually received an improper benefit or profit in money, property or services or (2) was actively and deliberately dishonest as established by a final judgment. Moreover, our charter generally requires us to indemnify and advance expenses to our directors and officers for losses they may incur by reason of their service in those capacities unless their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, they actually received an improper personal benefit in money, property or services or, in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. As a result, you and we may have more limited rights against our directors or officers than might otherwise exist under common law, which could reduce your and our recovery from these persons if they act in a manner that causes us to incur losses. In addition, we are obligated to fund the defense costs incurred by these persons in some cases. However, our charter provides that we may not indemnify our directors, or our Advisor and its affiliates, for any liability or loss suffered by them or hold our directors, our Advisor and its affiliates harmless for any liability or loss suffered by us, unless they have determined that the course of conduct that caused the loss or liability was in our best interests, they were acting on our behalf or performing services for us, the liability or loss was not the result of negligence or misconduct by our non-independent directors, our Advisor and its affiliates, or gross negligence or willful misconduct by our independent directors, and the indemnification or agreement to hold harmless is recoverable only out of our net assets or the proceeds of insurance and not from the stockholders.
Certain provisions in our organizational documents and Maryland law could inhibit transactions or changes of control under circumstances that could otherwise provide stockholders with the opportunity to realize a premium.
Our charter and bylaws contain provisions that could delay or prevent a change of control of our company or changes in our board of directors that our stockholders might consider favorable. For example, our charter authorizes the issuance of preferred stock which can be created and issued by our board of directors without prior stockholder approval, with rights senior to those of our common stock, and prohibits our stockholders from filling board vacancies. In addition, for so long as the advisory agreement is in effect, our Advisor has the right to nominate, subject to the approval of such nomination by our board of directors, three affiliated directors to the slate of directors to be voted on by the stockholders at our annual meeting of stockholders. Furthermore, our board of directors must also consult with our Advisor in connection with (i) its selection of each independent director for nomination to the slate of directors to be voted on at the annual meeting of stockholders, and (ii) filling any vacancies created by the removal, resignation, retirement or death of any director. These and other provisions in our charter and bylaws could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by our then-current board of directors, including a merger, tender offer or proxy contest involving our company.
In addition, certain provisions of the Maryland General Corporation Law applicable to us prohibit business combinations with: (1) any person who beneficially owns 10% or more of the voting power of our outstanding voting stock, which we refer to as an “interested stockholder;” (2) an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding stock, which we also refer to as an “interested stockholder;” or (3) an affiliate of an interested stockholder. These prohibitions last for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any business combination with the interested stockholder or an affiliate of the interested stockholder must be recommended by our board of directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding voting stock, and two-thirds of the votes entitled to be cast by holders of our voting stock other than shares held by the interested stockholder or its affiliate with whom the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These requirements could have the effect of inhibiting a change in control even if a change in control were in our stockholders’ best interest. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our board of directors prior to the time that someone becomes an interested stockholder. Pursuant to the business combination statute, our board of directors has exempted any business combination involving us and any person, provided that such business combination is first approved by a majority of our board of directors, including a majority of our independent directors.

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Our UPREIT structure may result in potential conflicts of interest with our operating partnership or limited partners in our operating partnership whose interests may not be aligned with those of our stockholders.
Conflicts of interest exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with their direction of the management of our company. At the same time, we, as sole member, have duties to the general partner of our operating partnership which, in turn, as general partner of our operating partnership, has duties to our operating partnership and to the limited partners under Delaware law in connection with the management of our operating partnership.
Under Delaware law, the general partner of a Delaware limited partnership has fiduciary duties of care and loyalty, and an obligation of good faith, to the partnership and its partners. While these duties and obligations cannot be eliminated entirely in the limited partnership agreement, Delaware law permits the parties to a limited partnership agreement to specify certain types or categories of activities that do not violate the general partner’s duty of loyalty and to modify the duty of care and obligation of good faith, so long as such modifications are not unreasonable. These duties as general partner of our operating partnership to the partnership and its partners may come into conflict with the interests of our company. Under the partnership agreement of our operating partnership, upon the admission of a person other than one of our subsidiaries as a limited partner in our operating partnership, the limited partners of our operating partnership expressly agree that the general partner of our operating partnership is acting for the benefit of our operating partnership itself and our stockholders, collectively. The general partner is under no obligation to give priority to the separate interests of the limited partners in deciding whether to cause our operating partnership to take or decline to take any actions. If there is a conflict between the interests of us or our stockholders, on the one hand, and the interests of the limited partners of our operating partnership other than us or our subsidiaries, on the other, that cannot be resolved in a manner not adverse to either, the partnership agreement provides that such conflict will be resolved in favor of our stockholders and the general partner will not be liable for losses sustained by the limited partners in connection with such decisions provided the general partner acted in good faith. Additionally, the partnership agreement of our operating partnership expressly limits our liability by providing that we and our directors, officers, agents and employees, will not be liable or accountable to our operating partnership or its partners for money damages.
In addition, our operating partnership is required to indemnify us, our directors, officers and employees, the general partner and its trustees, officers and employees, employees of our operating partnership and any other persons whom the general partner may designate from and against any and all claims arising from operations of our operating partnership in which any indemnitee may be involved, or is threatened to be involved, as a party or otherwise unless it is established that the act or omission of the indemnitee constituted fraud, intentional harm or gross negligence on the part of the indemnitee, the claim is brought by the indemnitee (other than to enforce the indemnitee’s rights to indemnification or advance of expenses) or the indemnitee is found to be liable to our operating partnership, and then only with respect to each such claim. The provisions of Delaware law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been tested in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties.
Tax protection agreements could limit our ability to sell or otherwise dispose of property contributed to our operating partnership.
In connection with a contribution of property to our operating partnership, our operating partnership may enter into a tax protection agreement with the contributor of such property that provides that if we dispose of any interest in the contributed property in a taxable transaction within a certain time period, subject to certain exceptions, we may be required to indemnify the contributor for its tax liabilities attributable to the built-in gain that exists with respect to such property interests, and the tax liabilities incurred as a result of such tax protection payment. Therefore, although it may be in our stockholders’ best interests that we sell the contributed property, it may be economically prohibitive for us to do so because of these obligations.
Tax protection agreements may require our operating partnership to maintain certain debt levels that otherwise would not be required to operate our business.
Under a tax protection agreement, our operating partnership may provide the contributor of property the opportunity to guarantee debt or enter into a deficit restoration obligation. If we fail to make such opportunities available, we may be required to deliver to such contributor a cash payment intended to approximate the contributor’s tax liability resulting from our failure to make such opportunities available to that contributor and the tax liabilities incurred as a result of such tax protection payment. These obligations may require our operating partnership to maintain more or different indebtedness than we would otherwise require for our business.

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The DST Program could subject us to liabilities from litigation or otherwise.
The DST Program raises capital in private placements exempt from registration under the Securities Act through the sale of beneficial interests to “accredited investors” in specific DSTs holding DST Properties. We expect that the DST Program will give us the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions under Section 1031 of the Code. There is no guarantee that the DST Program will provide the tax benefits expected by investors. Investors who acquire beneficial interests pursuant to such private placements may be seeking certain tax benefits that depend on the interpretation of, and compliance with, federal and state income tax laws and regulations. As the sole member and manager of the general partner of our operating partnership, we may become subject to liability, from litigation or otherwise, as a result of the DST Program, including in the event an investor fails to qualify for any desired tax benefits.
The DST Program will not shield us from risks related to the performance of the DST Properties held through such structures.
Pursuant to the DST Program, certain of our existing real properties and real properties acquired from third parties may be placed into DSTs, the beneficial interests of which will be sold to investors. We will hold long-term leasehold interests in each DST Property pursuant to a master lease, which is intended to be fully guaranteed by our operating partnership. Under each master lease we will be responsible for subleasing the DST Property to occupying tenants until the earlier of the expiration of the master lease or our operating partnership’s exercise of the fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DSTs from the investors in exchange for OP Units or cash (the “FMV Option”), which means that we bear the risk that the underlying cash flow from a DST Property may be less than the master lease payments. Therefore, even though we will no longer own the DST Property, because of the fixed terms of the master lease guaranteed by our operating partnership, negative performance by the DST Property could affect cash available for distributions to our stockholders and will likely have an adverse effect on our results of operations. In addition, although our operating partnership will hold a FMV Option to reacquire each DST Property, the purchase price will be based on the then-current fair market value of the DST Property, without regard for the rental terms fixed by the master lease. Therefore, we may pay more for the DST Property upon the FMV Option exercise if it appreciates while held by the DST than if we had not placed such property in the DST Program.
We may own beneficial interests in trusts owning DST Properties that will be subject to the agreements under our DST Program, which may have an adverse effect on our results of operations, relative to if the DST Program agreements did not exist.
In connection with the launch of our DST Program, we may own beneficial interests in DSTs owning DST Properties that are subject to the terms of the agreements provided by our DST Program. The DST Program agreements may limit our ability to encumber, lease or dispose of our beneficial interests. Such agreements could affect our ability to turn our beneficial interests into cash and could affect cash available for distributions to our stockholders. The DST Program agreements, and in some cases the financing documents, used in connection with the DST Program could also impair our ability to take actions that would otherwise be in the best interests of our stockholders and, therefore, may have an adverse effect on our results of operations and NAV, relative to if the DST Program agreements did not exist.
DST Properties may be less liquid than other assets, which could impair our ability to utilize cash proceeds from sales of such DST Properties for other purposes such as paying down debt, distributions or additional investments.
DST Properties may later be reacquired through the exercise of our operating partnership’s FMV Option. In such cases the investors who become limited partners in our operating partnership will generally still be tied to the DST Property in terms of basis and built-in gain. As a result, if the DST Property is subsequently sold, unless we effectuate a like-kind exchange under Section 1031 of the Code, then tax will be triggered on the investors’ built-in gain. Although we are not contractually obligated to do so, we intend to execute 1031 exchanges in such situations rather than trigger gain. Any replacement property acquired in connection with a 1031 exchange will similarly be tied to the investors with similar considerations if such replacement property ever is sold. As a result of these factors, placing real properties into the DST Program may limit our ability to access liquidity from such real properties or replacement properties through sale without triggering taxes due to the built-in gain tied to investors in the DST Program. Such reduced liquidity could impair our ability to utilize cash proceeds from sales for other purposes such as paying down debt, distributions or additional investments.
Cash payments to redeem OP Units will reduce cash available for distribution to our stockholders or to honor their repurchase requests under our share repurchase program.
Following a one-year holding period, the holders of OP Units (other than us and the general partner) generally have the right to cause our operating partnership to redeem all or a portion of their OP Units for, at our sole discretion, shares of our
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common stock, cash, or a combination of both. An election to redeem OP Units for cash may reduce funds available for distribution to our stockholders or to honor our stockholders’ repurchase requests under our share repurchase program.

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Determining to exercise the FMV Option for DST Properties may cause us to incur significant additional non-cash interest expense that could materially impact our GAAP earnings and our funds from operations ("FFO").
When we determine it is probable that we will exercise a DST Property's FMV Option we will need to begin recording additional non-cash interest expense, which will reduce GAAP earnings and FFO. If we exercise the FMV Option prior to the end of the master lease, we record, as a lump sum, non-cash interest expense for the difference between the fair market value of the property and the sum of the mortgage debts outstanding balance and the financing obligation, in the quarter in which we exercise the FMV Option. The lump sum non-cash interest expense could have a very material negative impact on our GAAP earnings and FFO.
Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.
We intend to conduct our operations so that neither we nor our operating partnership or our respective subsidiaries are investment companies under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer's total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
Rule 3a-1 under the Investment Company Act generally provides that, notwithstanding Section 3(a)(1)(C) of the Investment Company Act, an issuer will not be deemed to be an “investment company” under the Investment Company Act provided that (1) it does not hold itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, and (2) on an unconsolidated basis except as otherwise provided, no more than 45% of the value of its total assets, consolidated with the assets of any wholly owned subsidiary, (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of its net income after taxes, consolidated with the net income of any wholly owned subsidiary, (for the last four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees' securities companies, securities issued by certain majority owned subsidiaries of such company and securities issued by certain companies that are controlled primarily by such company. In addition, we believe that neither we nor our operating partnership will be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because neither we nor our operating partnership will engage primarily or hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through our operating partnership's wholly owned or majority-owned subsidiaries, we and our operating partnership will be primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real property, mortgages and other interests in real estate. We believe that we, our operating partnership and our respective subsidiaries will satisfy this exclusion.
A change in the value of any of our assets could cause us, our operating partnership or one or more of our respective subsidiaries to fall within the definition of “investment company” and thus be required to register under the Investment Company Act. To ensure that we are not required to register the company or an of our subsidiaries as an investment company under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may be unable to purchase securities we would otherwise want to purchase. In addition, we may have to acquire additional income- or loss-generating assets that we might not otherwise have acquired or may have to forgo opportunities to acquire interests in companies that we would otherwise want to acquire and would be important to our investment strategy.
Our Advisor will continually review our investment activity to attempt to ensure that we will not be regulated as an investment company.

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However, if we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:
limitations on capital structure;
restrictions on specified investments;
restrictions or prohibitions on retaining earnings;
restrictions on leverage or senior securities;
restrictions on unsecured borrowings;
requirements that our income be derived from certain types of assets;
prohibitions on transactions with affiliates; and
compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.
If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.
Registration with the SEC as an investment company would be costly, would subject our company to a host of complex regulations, and would divert the attention of management from the conduct of our business. In addition, the purchase of real estate that does not fit our investment guidelines and the purchase or sale of investment securities or other assets to preserve our status as a company not required to register as an investment company could materially adversely affect our NAV, the amount of funds available for investment and our ability to pay distributions to our stockholders.
Rapid changes in the values of potential investments in real estate-related investments may make it more difficult for us to maintain our qualification as a REIT or our exception from the Investment Company Act.
If the market value or income potential of our real estate-related investments declines, including as a result of increased interest rates, prepayment rates or other factors, we may need to increase our real estate investments and income or liquidate our non-qualifying assets in order to maintain our REIT qualification or our exception from registration under the Investment Company Act. If the decline in real estate asset values or income occurs quickly, this may be especially difficult to accomplish. This difficulty may be exacerbated by the illiquid nature of any non-real estate assets that we may own. We may have to make investment decisions that we otherwise would not make absent REIT and Investment Company Act considerations.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology or other business interruption could harm our business.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information of tenants and lease data. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential tenant information, such as individually identifiable information relating to financial accounts. Although we have taken steps to protect the security of the data maintained in our information systems, there is no guarantee that our security measures will be able to prevent the systems’ improper functioning, or the improper disclosure of personally identifiable information such as in the event of cyber attacks. Security breaches include physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches. To date, we have seen no material impact on our business or operations from these attacks or events. Any future significant compromise or breach on our data security could create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could materially and adversely affect us. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs.
Other disruptive events, including, but not limited to, natural disasters and public health or pandemic crises (such as COVID-19), may adversely affect our ability to conduct business. Such adverse effects may include the inability of our advisor’s employees, or the employees of its affiliates and other service providers, to perform their responsibilities as a result of any such event. Such disruptions to our business operations can result in significant operational issues.

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Risks Related to Investments in Real Property
We depend on tenants for our revenue, and accordingly, lease terminations and/or tenant defaults, particularly by one of our significant tenants, could adversely affect the income produced by our properties, which may harm our operating performance, thereby limiting our ability to pay distributions to our stockholders.
The success of our investments depends on the financial stability of our tenants, any of whom may experience a change in their business at any time, including as a result of global economic and geopolitical events, military conflicts, natural disasters, public health or pandemic crises, labor shortages, or broad inflationary pressures. Our tenants may delay lease commencements, decline to extend or renew their leases upon expiration, fail to make rental payments when due, or declare bankruptcy. Any of these actions could result in the termination of the tenants’ leases, or expiration of existing leases without renewal, and the loss of rental income attributable to the terminated or expired leases. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment and re-letting our property. If significant leases are terminated or defaulted upon, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss. In addition, significant expenditures, such as mortgage payments, real estate taxes and insurance and maintenance costs, are generally fixed and do not decrease when revenues at the related property decrease.
The occurrence of any of the situations described above, particularly if it involves one of our significant tenants, could seriously harm our operating performance. If any of these significant tenants were to default on its lease obligation(s) to us or not extend current leases as they mature, our results of operations and ability to pay distributions to our stockholders could be adversely affected. The revenues generated by the properties these tenants occupy are substantially dependent upon the financial condition of these tenants and, accordingly, any event of bankruptcy, insolvency, or a general downturn in the business of any of these tenants may result in the failure or delay of such tenant’s rental payments, which may have a substantial adverse effect on our operating performance.
Our revenues will be significantly influenced by the economies and other conditions of the industrial, office, residential, retail and other markets in general and the specific geographic markets in which we operate where we have high concentrations of these types of properties.
As of December 31, 2022, our diversification of current fair value of our consolidated properties by property type consisted of, 39% in the industrial property sector, 13% in the office property sector, 36% in the residential property sector, 12% in the retail property sector and less than 1% in the other property sector. As of December 31, 2022, we also owned an interest in unconsolidated properties in the office, residential, retail and other property sectors. Because our portfolio consists primarily of industrial, office, residential and retail properties, we are subject to risks inherent in investments in these property types and in particular the risk that e-commerce poses to retail. This concentration exposes us to risk of economic downturns in these property sectors to a greater extent than if our portfolio included other sectors in the real estate industry.
Additionally, as of December 31, 2022, approximately 41%, 25% and 24% of the current fair value of our consolidated properties was geographically concentrated in the western, southern and eastern United States, respectively. Moreover, our properties located in California and Texas accounted for approximately 18% and 13% of our consolidated revenues, respectively. As a result, we are particularly susceptible to adverse market conditions in these particular areas, including the current economic conditions, the reduction in demand for office, retail, industrial or residential properties, industry slowdowns, relocation of businesses and changing demographics.
Adverse economic or real estate developments in the markets in which we have a concentration of properties, or in any of the other markets in which we operate, or any decrease in demand for office, retail, industrial or residential space resulting from the local or national business climate, could adversely affect our rental revenues and operating results.

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Our operating results are affected by economic and regulatory changes that impact the real estate market in general.
Real estate historically has experienced significant fluctuations and cycles in value that have resulted in reductions in the value of properties. Real estate will continue to be subject to such fluctuations and cycles in value in the future that may negatively impact the value of our properties. The value of our properties will depend on many factors beyond our control. The value of our properties depends upon our ability to operate the real properties in a manner sufficient to maintain or increase revenues in excess of operating expenses and debt service. Revenues and the values of our properties may be adversely affected by:
changes in national or international economic conditions;
the cyclicality of real estate;
changes in local market conditions due to changes in general or local economic conditions and neighborhood characteristics;
the financial condition of tenants, buyers and sellers of properties;
acts of God, earthquakes, hurricanes, climate change and other natural disasters, acts of war, acts of terrorism (any of which may result in uninsured losses), epidemics and pandemics, such as the COVID-19 pandemic;
competition from other properties offering the same or similar services;
changes in interest rates and in the availability, cost and terms of mortgage debt;
access to capital;
the impact of present or future environmental legislation and compliance with environmental laws;
the ongoing need for capital improvements (particularly in older structures);
changes in real estate tax rates and other operating expenses;
adverse changes in governmental rules and fiscal policies;
civil unrest;
adverse changes in zoning laws; and
other factors that are beyond our control.
All of these factors are beyond our control. Any negative changes in these factors could affect our ability to meet our obligations and pay distributions to stockholders.
Consequences of climate change and related regulations could impact our properties and financial performance.
The impact of climate change presents a significant risk. Damage to our properties caused by extreme weather events linked to climate change is becoming more evident, highlighting the fragility of global infrastructure. These physical effects of climate change could have a material adverse effect on our properties, operations and business, including a decline in demand for our properties and an increase in operation costs related to repairs and insurance. In addition, the adoption of regulations at the federal, state and local levels designed to address climate change may present additional costs and compliance risks as more markets move toward carbon neutral goals.
We anticipate the potential effects of climate change will increasingly impact the decisions and analysis our Advisor makes with respect to buying and selling properties, as climate change considerations can impact the relative desirability of locations and the cost of operating and insuring acquired properties, with the possibility that insurance may not be available, or on terms we find acceptable, for some properties in the future. Legislation that requires specific performance levels for building operations could make non-compliant buildings obsolete or costly to obtain compliance, which could materially affect the performance of our existing and future investments. In addition, capital improvements required to mitigate the potential impacts of climate risk could have an impact on our financial performance.

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Our retail properties may decline in rental revenue and/or occupancy as a result of co-tenancy provisions contained in certain tenant’s leases.
Tenants of certain of our retail properties have leases that contain certain co-tenancy provisions that require either certain tenants and/or certain amounts of square footage to be occupied and open for business. If these co-tenancy provisions are not satisfied then other tenants of these properties may have the right to, among other things, pay reduced rents and/or terminate the lease. As a result, the loss of a single tenant on these properties, and the triggering of these co-tenancy provisions, could result in reduced rental income and/or reduced occupancy with respect to these properties, which could have a material adverse effect on our business, financial condition and results of operations.
We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to the existing leases, or we may expend significant capital in our efforts to re-let space, which may adversely affect our operating results.
Leases (excluding our residential properties) representing approximately 4% and 10% of the annualized minimum base rent from our consolidated properties, as of December 31, 2022, were scheduled to expire in 2023 and 2024, respectively. Because we compete with a number of other developers, owners and managers of office, retail, industrial and residential properties, we may be unable to renew leases with our existing tenants and, if our current tenants do not renew their leases, we may be unable to re-let the space to new tenants. To the extent that we are able to renew leases that are scheduled to expire in the short-term or re-let such space to new tenants, heightened competition resulting from adverse market conditions may require us to utilize rent concessions and tenant improvements to a greater extent than we historically have. Further, leases of long-term duration or which include renewal options that specify a maximum rate increase may not result in fair market lease rates over time if we do not accurately estimate inflation or market lease rates. If we are subject to below-market lease rates on a significant number of our properties pursuant to long-term leases, our cash flow from operations and financial position may be adversely affected. In addition, historic economic turmoil led to foreclosures and sales of foreclosed properties at depressed values, and we may have difficulty competing with competitors who purchase properties in the foreclosure process, because their lower cost basis in their properties may allow them to offer space at reduced rental rates.
If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants upon expiration of their existing leases. Even if our tenants renew their leases or we are able to re-let the space, the terms and other costs of renewal or re-letting, including the cost of required renovations, increased tenant improvement allowances, leasing commissions, declining rental rates, and other potential concessions, may be less favorable than the terms of our current leases and could require significant capital expenditures. If we are unable to renew leases or re-let space in a reasonable time, or if rental rates decline or tenant improvement, leasing commissions, or other costs increase, our financial condition, cash flows, cash available for distribution, value of our common stock, and ability to satisfy our debt service obligations could be materially adversely affected.
Competition in acquiring properties may reduce our profitability and the return on your investment.
We face competition from various entities for investment opportunities in properties, including other REITs, pension funds, insurance companies, investment funds and companies, partnerships, and developers. We may also face competition from real estate programs sponsored by JLL and its affiliates. Many third party competitors have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage. Competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Additionally, disruptions and dislocations in the credit markets may materially impact the cost and availability of debt to finance real estate acquisitions, which is a key component of our acquisition strategy. A lack of available debt could result in a further reduction of suitable investment opportunities and create a competitive advantage for other entities that have greater financial resources than we do. In addition, the number of entities and the amount of funds competing for suitable investments may continue to increase. In addition to third party competitors, other programs sponsored by our Advisor may raise additional capital and seek investment opportunities under our Advisor's allocation policy. If we acquire properties and other investments at higher prices or by using less-than-ideal capital structures, our returns will be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets. If such events occur, you may experience a lower return on your investment.

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To the extent we acquire properties, our operating results may depend on the availability of, and our Advisor’s ability to identify, acquire and manage, appropriate real estate investment opportunities. It may take considerable time for us or our Advisor to identify and acquire appropriate investments. In general, the availability of desirable real estate opportunities and our investment returns will be affected by the level and volatility of interest rates, conditions in the financial markets and general, national and local economic conditions. No assurance can be given that we will be successful in identifying, underwriting and then acquiring investments which satisfy our return objectives or that such investments, once acquired, will perform as intended. The real estate industry is competitive and we compete for investments with traditional equity sources, both public and private, as well as existing funds, or funds formed in the future, with similar investment objectives. If we cannot effectively compete with these entities for investments, our financial performance may be adversely affected.
Potential losses or damage to our properties may not be covered by insurance.
Our tenants are required to maintain property insurance coverage for the properties under net leases and we carry comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in our portfolio not insured by our tenants under a blanket policy. Our Advisor will select policy specifications and insured limits that it believes to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Insurance policies on our properties may include some coverage for losses that are generally catastrophic in nature, such as losses due to terrorism, earthquakes and floods, but we cannot assure you that it will be adequate to cover all losses and some of our policies will be insured subject to limitations involving large deductibles or co-payments and policy limits which may not be sufficient to cover losses.
In addition, we share certain policy risk with other clients of our Advisor and it is possible that they may draw those limits leaving no coverage for a claim by us. If we or one or more of our tenants experience a loss which is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
Our real properties are subject to property and other taxes that may increase in the future, which could adversely affect our cash flow.
Our real properties are subject to real and personal property and other taxes that may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. Certain of our leases provide that the property taxes, or increases therein, are charged to the lessees as an expense related to the real properties that they occupy while other leases will generally provide that we are responsible for such taxes. In any case, as the owner of the properties, we are ultimately responsible for payment of the taxes to the applicable governmental authorities. If property taxes increase, our tenants may be unable to make the required tax payments, ultimately requiring us to pay the taxes even if otherwise stated under the terms of the lease. If we fail to pay any such taxes, the applicable taxing authorities may place a lien on the property and the property may be subject to a tax sale. In addition, we will generally be responsible for property taxes related to any vacant space.
We rely on third party property managers to operate our properties and leasing agents to lease vacancies in our properties.
Although our Advisor has hired and may hire JLL to manage and lease certain of our properties, we also rely on third party property managers and leasing agents to manage and lease vacancies in most of our properties. The third party property managers have significant decision-making authority with respect to the management of our properties. Our ability to direct and control how our properties are managed on a day-to-day basis may be limited because we will engage third parties to perform this function. Thus, the success of our business may depend in large part on the ability of our third party property managers to manage the day-to-day operations and the ability of our leasing agents to lease vacancies in our properties. Any adversity experienced by our property managers or leasing agents could adversely impact the operation and profitability of our properties.

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We may not have sole decision-making authority over some of our real property investments and may be unable to take actions to protect our interests in these investments.
A component of our investment strategy includes entering into joint venture agreements with partners in connection with certain property acquisitions. As of December 31, 2022, we had interests in eight joint ventures that collectively own 18 properties and over 4,300 single-family rental homes across the United States accounting for 14% of our total assets. We may co-invest in the future with third parties through partnerships or other entities, which we collectively refer to as joint ventures, acquiring non-controlling interests in or sharing responsibility for managing the affairs of the joint venture. In such event, we would not be in a position to exercise sole decision-making authority regarding the joint venture. Investments in joint ventures may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their required capital contributions. Co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the co-venturer would have full control over the joint venture. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business. Consequently, actions by or disputes with co-venturers might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our co-venturers. In addition, our lack of control over the properties in which we invest could result in us being unable to obtain accurate and timely financial information for these properties and could adversely affect our internal control over financial reporting.
We may not have funding for future tenant improvements, which may adversely affect the value of our assets, our results of operations and returns to our stockholders.
When a tenant at one of our real properties does not renew its lease or otherwise vacates its space in one of our buildings, it is likely that, in order to attract one or more new tenants, we will be required to expend substantial funds to construct new tenant improvements in the vacated space. We do not anticipate that we will maintain permanent working capital reserves and do not currently have an identified funding source to provide funds that may be required in the future for tenant improvements and tenant refurbishments in order to attract new tenants. If we do not establish sufficient reserves for working capital or obtain adequate financing to supply necessary funds for capital improvements or similar expenses, we may be required to defer necessary or desirable improvements to our real properties. If we defer such improvements, the applicable real properties may decline in value, and it may be more difficult for us to attract or retain tenants to such real properties or the amount of rent we can charge at such real properties may decrease. We cannot assure our stockholders that we will have any sources of funding available to us for repair or reconstruction of damaged real property in the future.
The costs of compliance with governmental laws and regulations may adversely affect our financial condition and results of operations.
Real estate and the operations conducted on properties are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Tenants’ ability to operate and generate income to pay their lease obligations may be affected by permitting and compliance obligations arising under such laws and regulations. Some of these laws and regulations may impose joint and several liability on tenants, owners, or managers for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may hinder our ability to sell, rent, or pledge such property as collateral for future borrowings. Compliance with new laws or regulations or stricter interpretation of existing laws by agencies or the courts may require us to incur material expenditures. Future laws, ordinances, or regulations may impose material environmental liability.
Additionally, our tenants’ operations, the existing condition of land when we buy it, operations in the vicinity of our properties such as the presence of underground storage tanks or activities of unrelated third parties may affect our properties. In addition, there are various local, state, and federal fire, health, life-safety, and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance. Any material expenditures, fines, or damages we must pay will reduce our cash flows and ability to pay distributions and may reduce the value of our shares of common stock.

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As the present or former owner or manager of real property, we could become subject to liability for environmental contamination, regardless of whether we caused such contamination.
We could become subject to liability in the form of fines or damages for noncompliance with environmental laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid hazardous materials, the remediation of contaminated property associated with the disposal of solid and hazardous materials and other health and safety-related concerns. Some of these laws and regulations may impose joint and several liability on tenants, owners or managers for the costs of investigation or remediation of contaminated properties, regardless of fault or the legality of the original disposal. Under various federal, state and local environmental laws, ordinances, and regulations, a current or former owner or manager of real property may be liable for the cost to remove or remediate hazardous or toxic substances, wastes, or petroleum products on, under, from, or in such property. These costs could be substantial and liability under these laws may attach whether or not the owner or manager knew of, or was responsible for, the presence of such contamination. Even if more than one person may have been responsible for the contamination, each liable party may be held entirely responsible for all of the clean-up costs incurred.
In addition, third parties may sue the owner or manager of a property for damages based on personal injury, natural resources, or property damage and/or for other costs, including investigation and clean-up costs, resulting from the environmental contamination. The presence of contamination on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. In addition, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which the property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants. There can be no assurance that future laws, ordinances or regulations will not impose any material environmental liability, or that the current environmental condition of our properties will not be affected by the operations of the tenants, by the existing condition of the land, by operations in the vicinity of the properties. There can be no assurance that these laws, or changes in these laws, will not have a material adverse effect on our business, results of operations or financial condition.
Future terrorist attacks may result in financial losses for us and limit our ability to obtain terrorism insurance.
Our portfolio maintains significant holdings in areas that are located in or around major population centers that may be high-risk geographical areas for terrorism and threats of terrorism. Future terrorist attacks and the anticipation of any such attacks, or the consequences of the military or other response by the United States and its allies, could severely impact the demand for, and value of, our properties. Terrorist attacks in and around any of the major metropolitan areas in which we own properties also could directly impact the value of our properties through damage, destruction, loss, or increased security costs, and could thereafter materially impact the availability or cost of insurance to protect against such acts. A decrease in demand could make it difficult to renew or re-lease our properties at lease rates equal to or above historical rates. To the extent that any future terrorist attacks otherwise disrupt our tenants’ businesses, it may impair our tenants’ ability to make timely payments under their existing leases with us, which would harm our operating results.
In addition, the events of September 11, 2001 created significant uncertainty regarding the ability of real estate owners of high profile properties to obtain insurance coverage protecting against terrorist attacks at commercially reasonable rates, if at all. With the enactment of the Terrorism Risk Insurance Act, which has been extended through 2027, insurers must make terrorism insurance available under their property and casualty insurance policies, but this legislation does not regulate the pricing of such insurance. The absence of affordable insurance coverage may affect the general real estate lending market, lending volume and the market’s overall loss of liquidity may reduce the number of suitable investment opportunities available to us and the pace at which its investments are made. We currently carry terrorism insurance under our master insurance program on all of our investments.

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We may be subject to additional risks from our international investments.
We do not own any properties located outside the United States as of December 31, 2022 but may purchase investments located outside the United States, and may make or purchase loans or participations in loans secured by property located outside the United States. These investments may be affected by factors peculiar to the laws and business practices of the jurisdictions in which the properties are located. These laws and business practices may expose us to risks that are different from and in addition to those commonly found in the United States. Foreign investments could be subject to the following additional risks:
the burden of complying with a wide variety of foreign laws;
changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in such laws;
existing or new laws relating to the foreign ownership of real property or loans and laws restricting the ability of foreign persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin;
the potential for expropriation;
possible currency transfer restrictions;
imposition of adverse or confiscatory taxes;
changes in real estate and other tax rates and changes in other operating expenses in particular countries;
possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments;
adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions;
the willingness of domestic or foreign lenders to make loans in certain countries and changes in the availability, cost and terms of loan funds resulting from varying national economic policies;
general political and economic instability in certain regions;
the potential difficulty of enforcing obligations in other countries; and
our limited experience and expertise in foreign countries relative to our experience and expertise in the United States.
Investments in properties or other real estate investments outside the United States subject us to foreign currency risks, which may adversely affect distributions and our REIT status.
Revenues generated from any properties or other real estate investments we acquire or ventures we enter into relating to transactions involving assets located in markets outside the United States likely will be denominated in the local currency. Therefore any investments we make outside the United States may subject us to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. As a result, changes in exchange rates of any such foreign currency to U.S. dollars may affect our revenues, operating margins and distributions and may also affect the book value of our assets and the amount of stockholders’ equity. Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the value of the REIT’s assets. These changes may adversely affect our status as a REIT. Further, bank accounts in foreign currency that are not considered cash or cash equivalents may adversely affect our status as a REIT.
Inflation in foreign countries, along with government measures to curb inflation, may have an adverse effect on our investments.
Certain countries have in the past experienced extremely high rates of inflation. Inflation, along with governmental measures to curb inflation, coupled with public speculation about possible future governmental measures to be adopted, has had significant negative effects on the certain international economies in the past and this could occur again in the future. The introduction of governmental policies to curb inflation can have an adverse effect on our business. High inflation in the countries in which we purchase real estate or make other investments could increase our expenses and we may not be able to pass these increased costs onto our tenants.

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Lack of compliance with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including potential competitors, are not subject to these prohibitions. Fraudulent practices, including corruption, extortion, bribery, pay-offs, theft and others, occur from time-to-time in countries in which we may do business. If people acting on our behalf or at our request are found to have engaged in such practices, severe penalties and other consequences could be imposed on us that may have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay distributions to our stockholders and the value of our shares of common stock.
Risks Related to Investments in Real Estate-Related Assets
Our investments in real estate-related assets will be subject to the risks related to the underlying real estate.
Real estate loans secured by properties are subject to the risks related to underlying real estate. The ability of a borrower to repay a loan secured by a property typically is dependent upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower's ability to repay the loan may be impaired. Any default on the loan could result in our acquiring ownership of the property, and we would bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan. In addition, foreclosure of a mortgage loan can be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on the foreclosed loan. We will not know whether the values of the properties ultimately securing our loans will remain at the levels existing on the dates of origination of those loans. If the values of the underlying properties decline, our risk will increase because of the lower value of the security associated with such loans. In this manner, real estate values could impact the values of our loan investments. Our investments in mortgage-backed securities, collateralized debt obligations and other real estate-related investments may be similarly affected by property values.
The real estate-related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.
We may invest in common and preferred stock of both publicly traded and private real estate companies, which involves a higher degree of risk than debt securities due to a variety of factors, including that such investments are subordinate to creditors and are not secured by the issuer's properties. Our investments in real estate-related equity securities will involve special risks relating to the particular issuer of the equity securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related common equity securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate discussed in our prospectus related to our Current Public Offering.
The value of the real estate-related securities that we may invest in may be volatile.
The value of real estate-related securities, including those of publicly-listed REITs, fluctuates in response to issuer, political, market and economic developments. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments and they can affect a single issuer, multiple issuers within an industry, the economic sector or geographic region, or the market as a whole. The real estate industry is sensitive to economic downturns. The value of securities of companies engaged in real estate activities can be affected by changes in real estate values and rental income, property taxes, interest rates and tax and regulatory requirements. In addition, the value of a REIT's equity securities can depend on the capital structure and amount of cash flow generated by the REIT.
We may invest in mezzanine debt, which is subject to greater risks of loss than senior loans secured by real properties, and may result in losses to us.
We may invest in mezzanine loans that take the form of subordinated loans secured by second mortgages on the underlying real property or loans secured by a pledge of the ownership interests of either the entity owning the real property or the entity that owns the interest in the entity owning the real property. These types of investments involve a higher degree of risk than first-lien mortgage loans secured by income producing real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the real property and increasing the risk of loss of principal.
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We expect a portion of our securities portfolio to be illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.
We may purchase real estate-related securities in connection with privately negotiated transactions that are not registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with, those laws. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited. The mezzanine and bridge loans we may purchase will be particularly illiquid investments due to their short life, their unsuitability for securitization and the greater risk of our inability to recover loaned amounts in the event of a borrower's default.
Interest rate and related risks may cause the value of our real estate-related assets to be reduced.
We are subject to interest rate risk with respect to our investments in fixed income securities such as preferred equity and debt securities, and to a lesser extent dividend paying common stocks. Interest rate risk is the risk that these types of securities will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the fair value of such securities will decline, and vice versa. Our investment in such securities means that our NAV may decline if market interest rates rise. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below-market interest rate, increase the security's duration and reduce the value of the security. This is known as extension risk. During periods of declining interest rates, an issuer may be able to exercise an option to prepay principal earlier than scheduled, which is generally known as “call risk” or “prepayment risk.” If this occurs, we may be forced to reinvest in lower yielding securities. This is known as “reinvestment risk.” Preferred equity and debt securities frequently have call features that allow the issuer to redeem the security prior to its stated maturity. An issuer may redeem an obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. These risks may reduce the value of our securities investments.
Risks Related to Debt Financing
We have incurred and are likely to continue to incur mortgage or other indebtedness, which may increase our business risks, could hinder our ability to pay distributions and could decrease the value of your investment.
As of December 31, 2022, we had total outstanding indebtedness of $1,924,527. Our Company leverage ratio, calculated as our share of total liabilities (excluding future dealer manager fees) divided by our share of the fair value of total assets, was 36% as of December 31, 2022 and 42% as of December 31, 2021. We may obtain mortgage loans and pledge some or all of our properties as security for these loans to acquire the property secured by the mortgage loan, acquire additional properties or pay down other debt. We may also use our line of credit as a flexible borrowing source to cover short-term capital needs, for new property acquisitions and for working capital. If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage loans on that property, then the amount of cash available for distributions to stockholders may be reduced.
In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of the shares of our common stock. For tax purposes, a foreclosure on any of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the loan secured by the mortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders of mortgage loans to the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the loan if it is not paid by such entity. If any mortgage contains cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, our ability to pay cash distributions to our stockholders may be adversely affected.

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Renewed uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.
The U.S. and global credit markets have historically experienced severe dislocations and liquidity disruptions, which caused volatility in the credit spreads on prospective debt financings and constrained the availability of debt financing due to the reluctance of lenders to offer financing at high leverage ratios. Renewed uncertainty in the credit markets, including as a result of global economic events, natural disasters and public health or pandemic crises, may adversely impact our ability to access additional debt financing on reasonable terms or at all, which may adversely affect investment returns on future acquisitions or our ability to make acquisitions.
If mortgage debt is unavailable on reasonable terms as a result of increased interest rates, increased credit spreads, decreased liquidity or other factors, we may not be able to finance the initial purchase of properties. In addition, when we incur mortgage debt on properties, we run the risk of being unable to refinance such debt upon maturity, or of being unable to refinance on favorable terms. As of December 31, 2022, we had $1,318,614 in aggregate outstanding mortgage notes payable, which had maturity dates through August 1, 2042.
If interest rates are higher or other financing terms, such as principal amortization, the need for a corporate guaranty, or other terms are not as favorable when we refinance debt or issue new debt, our income could be reduced. To the extent we are unable to refinance debt on reasonable terms, or at appropriate times or at all, we may be required to sell properties on terms that are not advantageous to us, or could result in the foreclosure of such properties. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by borrowing more money.
Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to pay distributions to our stockholders.
Interest we pay on our loan obligations will reduce cash available for distributions. If we obtain variable rate loans, increases in interest rates would increase our interest costs, which would reduce our cash flows and our ability to pay distributions to stockholders. In addition, if we need to repay existing loans during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times which may not permit realization of the maximum return on such investments.
If we draw on our line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.
We may use our line of credit to provide for a ready source of liquidity to fund repurchases of shares of our common stock in the event that repurchase requests exceed net proceeds from our continuous offerings. If we borrow under a line of credit to fund repurchases of shares of our common stock, our financial leverage will increase and may exceed our target leverage ratio. Our leverage may remain at the higher level until we receive additional net proceeds from our continuous offerings or sell some of our assets to repay outstanding indebtedness.
Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders.
When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to obtain additional loans. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property or discontinue insurance coverage. In addition, loan documents may limit our ability to enter into or terminate certain operating or lease agreements related to the property. These or other limitations may adversely affect our flexibility and our ability to achieve our investment objectives.
If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to pay distributions to our stockholders.
Some of our financing arrangements may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment at maturity is uncertain and may depend upon our ability to obtain replacement financing or our ability to sell particular properties. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell the particular property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.
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Failure to hedge effectively against interest rate changes may materially adversely affect our ability to achieve our investment objectives.
Subject to any limitations required to maintain qualification as a REIT, we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest rate cap or collar agreements and interest rate swap agreements. These agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements and that these arrangements may not be effective in reducing our exposure to interest rate changes. These interest rate hedging arrangements may create additional assets or liabilities from time to time that may be held or liquidated separately from the underlying property or loan for which they were originally established. We have adopted a policy relating to the use of derivative financial instruments to hedge interest rate risks related to our variable rate borrowings. Hedging may reduce the overall returns on our investments. Failure to hedge effectively against interest rate changes may materially adversely affect our ability to achieve our investment objectives.
Federal Income Tax Risks
Failure to qualify as a REIT would have significant adverse consequences to us.
We are organized and operated in a manner intended to qualify to be taxed as a REIT for U.S. federal income tax purposes. We first elected REIT status for our taxable year that ended December 31, 2004. REIT qualification requires ongoing satisfaction of various requirements regarding our organization, the nature of our gross income and assets and the amount of dividends we distribute. In addition, future legislative, judicial or administrative changes to the federal income tax laws, which could be applied retroactively, could result in our disqualification as a REIT. If the Internal Revenue Service (the "IRS") determines that we do not qualify as a REIT or if we qualify as a REIT and subsequently lose our REIT qualification, we will be subject to serious tax consequences that would cause a significant reduction in our cash available for distribution for each of the years involved and our NAV because:

we would be subject to federal and applicable state and local corporate income taxation on our taxable income;
we would not be permitted to take a deduction for dividends paid to stockholders in computing our taxable income; and
we could not re-elect to be taxed as a REIT for four taxable years following the year during which we were disqualified (unless we were entitled to relief under applicable statutory provisions).
In addition, if we do not qualify as a REIT, we will not be required to pay distributions to stockholders. As a result of all these factors, our failure to qualify as a REIT also could hinder our ability to raise capital and grow our business.
Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect us and/or our stockholders.
On December 22, 2017, tax legislation commonly referred to as the Tax Cuts and Jobs Act was signed into law. The Tax Cuts and Jobs Act made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations. Most of the changes applicable to individuals are temporary and apply only to taxable years beginning before January 1, 2026.
On March 27, 2020, federal legislation intended to ameliorate the economic impact of the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), was signed into law. The IRS has issued significant proposed guidance underCARES Act made technical corrections to, or modified on a temporary basis, certain of the provisions of the Tax Cuts and Jobs Act, but guidanceAct. There can be no assurance that future tax law changes will not increase income tax rates, impose new limitations on additional issues, finalization of proposed guidance and possible technical corrections legislationdeductions, credits or other tax benefits, or make other changes that may adversely affect usour business, cash flows or our stockholders. In addition, further changes to the tax laws, unrelated to the Tax Cuts and Jobs Act, are possible.financial performance or a stockholder's investment in us.
We urge you to consult with your own tax advisor with respect to the impact of the Tax Cuts and Jobs Act and other legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our common stock.
To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.
To qualifymaintain our status as a REIT, we generally must distribute annually to our stockholders dividends equal to a minimum ofat least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gain. We will be subject to regular corporate income taxes on any undistributed REIT taxable income, including undistributed net capital gain each year.
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Additionally, we will be subject to a 4% nondeductible excise tax on any amount by which distributionsdividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years. Payments we make to our stockholders under our share repurchase plan generally will not be taken into account for purposes of these distribution requirements. If we do not have sufficient cash to pay distributions necessary to preserve our REIT status for any year or to avoid taxation, we may be forced to borrow funds or sell assets even if the market conditions at that time are not favorable for these borrowings or sales.
Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce your overall return.
To qualifymaintain our status as a REIT, we are required at all times to satisfy tests relating to, among other things, the sources of our income, the nature and diversification of our assets, the ownership of our stock and the amounts we distribute to our stockholders. Compliance with the REIT requirements may impair our ability to operate solely on the basis of maximizing profits. For example, we may be required to pay distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution.

Compliance with REIT requirements may force us to liquidate otherwise attractive investments.
To qualifymaintain our status as a REIT, at the end of each calendar quarter, at least 75% of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than securities that are qualifying assets for purposes of the 75% asset test and securities of our taxable REIT subsidiaries) generally cannot include more than 10% of the voting securities of any one issuer or more than 10% of the value of the outstanding securities of any one issuer.
Additionally, no more than 5% of the value of our assets (other than securities that are qualifying assets for purposes of the 75% asset test and securities of our taxable REIT subsidiaries) can consist of the securities of any one issuer, and no more than 20% of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries. Finally, no more than 25% of our assets may consist of debt instruments that are issued by "publicly offered REITs" and would not otherwise be treated as qualifying real estate assets. In order to satisfy these requirements, we may be forced to liquidate otherwise attractive investments.
The IRS may take the position that the gainsgain from one or more sales of our properties areis subject to a 100% prohibited transaction tax.
From time to time, we may be forced to sell assets to fund repurchase requests, to satisfy our REIT distribution requirements, to satisfy other REIT requirements, or for other purposes. The IRS may determine thatdeem one or more sales of our properties areto be “prohibited transactions.” If the IRS takes the position that we have engaged in a “prohibited transaction” (i.e., sales ofwe sell a property held by us primarily for sale in the ordinary course of our trade or business)business and we do not qualify for a statutory safe harbor), the gain we recognize from such sale would be subject to a 100% tax. The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% tax; however, there is no assurance that we will be able to qualify at all times for the safe harbor.
We do not intend to hold propertyour properties for sale in the ordinary course of business, but there is no assurance that our position will not be challenged by the IRS, especially if we make frequent property sales or frequent sales of property in which we have short holding periods.
Non-U.S. holders may be required to file U.S. federal income tax returns and pay U.S. federal income tax upon their disposition of shares of our common stock or upon their receipt of certain distributions from us.
In addition to any potential withholding tax on ordinary dividends (including with regard to a repurchase of our common stock to the extent not treated as a sale or exchange), a non-U.S. holder other than a “qualified shareholder” or a “qualified foreign pension fund,” as each is defined for purposes of the Code, that disposes of a “United States real property interest” (“USRPI”) (which includes shares of stock of a U.S. corporation whose assets consist principally of USRPIs), is generally required to report such income on U.S. federal income tax returns and is subject to U.S. federal income tax at regular U.S. federal income tax rates under the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”), on the gain from such disposition. FIRPTA gains must be reported on U.S. federal income tax returns and are taxable at regular U.S federal income tax rates. Such tax does not apply, however, to the gain on disposition of stock in a REIT that is “domestically controlled.” Generally, a REIT is domestically controlled if less than 50% of its stock, by value, has been owned directly or indirectly by non-U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence. We cannot assure you that we will qualify as a domestically controlled REIT. If we were to fail to so qualify, amounts received by a non-U.S. holder on certain dispositions of shares of our common stock (including a
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redemption) would be subject to tax under FIRPTA, unless (i) our shares of common stock were regularly traded on an established securities market and (ii) the non-U.S. holder did not, at any time during a specified testing period, hold more than 10% of our common stock. We currently do not expect that any class of our shares of common stock will be regularly traded in an established securities market.
Proposed Treasury regulations issued on December 29, 2022 (the “Proposed Regulations”) would modify the existing Treasury regulations relating to the determination of whether we are a domestically controlled REIT by providing a look through rule for our stockholders that are non-publicly traded partnerships, REITs, regulated investment companies or domestic “C” corporations owned 25% or more directly or indirectly by foreign persons (“foreign owned domestic corporations”) and by treating “qualified foreign pension funds” as foreign persons for this purpose. Although the Proposed Regulations are intended to be effective for transactions occurring on or after the date they are finalized, the preamble to the Proposed Regulations states that the IRS may challenge contrary positions that are taken before the Proposed Regulations are finalized. Moreover, the Proposed Regulations, as currently drafted, would apply to determine whether a REIT was domestically controlled for the entire five-year testing period prior to any disposition of our common stock, rather than applying only to the portion of the testing period beginning after the Proposed Regulations are finalized. The Proposed Regulations relating to foreign owned domestic corporations are inconsistent with prior tax guidance. We cannot predict if or when or in what form the Proposed Regulations will be finalized or what our composition of investors that are treated as domestic under these final regulations will be at the time of enactment. Please consult your tax advisors.
Even if we are domestically controlled, a non-U.S. holder, other than a “qualified shareholder” or a “qualified foreign pension fund,” that receives a distribution from a REIT that is attributable to gains from the disposition of a USRPI as described above, including in connection with a repurchase of our common stock, is generally subject to U.S. federal income tax under FIRPTA to the extent such distribution is attributable to gains from such disposition, regardless of whether the difference between the fair market value and the tax basis of the USRPI giving rise to such gains is attributable to periods prior to or during such non-U.S. holder’s ownership of our common stock, unless the relevant class of stock is regularly traded on an established securities market in the United States and such non-U.S. holder did not own more than 10% of such class at any time during the one-year period ending on the date of such distribution. In addition, a repurchase of our common stock, to the extent not treated as a sale or exchange, may be subject to withholding as an ordinary dividend.
We seek to act in the best interests of our company as a whole and not in consideration of the particular tax consequences to any specific holder of our stock. Potential non-U.S. holders should inform themselves as to the U.S. tax consequences, and the tax consequences within the countries of their citizenship, residence, domicile, and place of business, with respect to the purchase, ownership and disposition of shares of our common stock.
Investments outside the U.S. may subject us to additional taxes and could present additional complications to our ability to satisfy the REIT qualification requirements.
Non-U.S. investments may subject us to various non-U.S. tax liabilities, including withholding taxes. In addition, operating in functional currencies other than the U.S. dollar and in environments in which real estate transactions are typically structured differently than they are in the U.S. or are subject to different legal rules may present complications tocomplicate our ability to structure non-U.S. investments in a manner that enables us to satisfy the REIT qualification requirements.
We may be subject to tax liabilities that reduce our cash flow and our ability to pay distributions to you even if we qualify as a REIT for federal income tax purposes.
We may be subject to federal and state taxes on our income or property even if we qualify as a REIT for federal income tax purposes, including:including, but not limited to, situations as those described below:
in order to qualifymaintain our status as a REIT, we are required to distribute as dividends annually at least 90% of our REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gain) to our stockholders. If we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to corporate income tax on the undistributed income, including undistributed net capital gains;
we will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions we make to our stockholders in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years;
if we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we will be required to pay a tax on that income at the highest corporate income tax rate; and
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any gain we recognize on the sale of a property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business would be subject to the 100% “prohibited transaction” tax.


tax unless we qualify for a safe harbor exception.
Restrictions on the deduction of all of our interest expense could prevent us from satisfying the REIT distribution requirementsrequirement and avoiding incurringthe incurrence of income or excise taxes.

Section 163(j) of the Code, as amended by the Tax Cuts and Jobs Act, may limit our ability (and the ability of entities that are not treated as disregarded entities for U.S. federal income tax purposes and in which we hold an interest) to deduct interest expense. Under amended Section 163(j) of the Code, theexpense in taxable years beginning after December 31, 2017. The deduction for business interest expense may be limited to the amount of the taxpayer’s business interest income plus 30% of the taxpayer’s “adjusted taxable income” unless the taxpayer’s gross receipts do not exceed $25 million per year during the applicable testing period or the taxpayer qualifies to elect and elects to be treated as an “electing real property trade or business.” A taxpayer’s adjusted taxable income will start with its taxable income and add back items of non-business income and expense, business interest income and business interest expense, net operating losses and any deductions for “qualified business income,” and, in taxable years beginning before January 1, 2022, any deductions for depreciation, amortization or depletion.. A taxpayer that is exempt from the interest expense limitationslimitation as an electing real property trade or business is ineligible for certain expensing benefits and is subject to less favorable depreciation rules for real property.
The new rules for business interest expense will apply to us and at the level of each entity in which or through which it investswe invest that is not a disregarded entity for U.S. federal income tax purposes. To the extent that our interest expense is not deductible, our taxable income will be increased, as will our REIT distribution requirementsrequirement and the amounts we need to distribute to avoid incurring income and excise taxes.
Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.
Our charter authorizes our board of directors to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is not in our best interest to qualify as a REIT. In this event, we would become subject to U.S. federal income tax on our taxable income and we would no longer be required to distribute most of our net taxable income to our stockholders, which may cause a reduction in the total return to our stockholders.
You may have current tax liability on distributions you elect to reinvest in our common stock.
If you participate in our distribution reinvestment plan, you will be deemed to have received, and for income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. Therefore, unless you are a tax-exempt entity, you may be forced to use funds from other sources to pay your tax liability on the reinvested dividends.
We may choose to pay dividends in our own stock, in which case our stockholders may be required to pay income taxes in excess of the cash dividends received.
Under IRS Revenue Procedure 2017-45, as a publicly offered REIT, we may give stockholders a choice, subject to various limits and requirements, of receiving a dividend in cash or in our common stock of the REIT.stock. As long as at least 20% of the total dividend is available to be paid in cash and certain other requirements are satisfied, the IRS will treat the stock distribution as a dividend (to the extent applicable rules treat such distribution as being made out of the REIT’s earnings and profits). Taxable stockholders receiving such dividends will be required to include in income for federal income tax purposes the full amount of the dividend income to the extent of our current and accumulated earnings and profits for federal income tax purposes.profits. As a result, a U.S. stockholder may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock.

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Generally, ordinary dividends payable by REITs do not qualify for the reduced U.S. federal income tax rates on qualified dividends.that apply to "qualified dividend income".
The maximum U.S. federal income tax rate forapplicable to “qualified dividend income” payable by U.S. corporations to individual U.S. stockholders (as such term is currentlydefined under “Federal Income Tax Considerations” below) is 20% (excluding the 3.8% Medicare Tax). However, dividends payable by REITs that are not designated as capital gain dividends or qualified dividend income or "qualified REIT dividends," generally are not eligible for the reduced rates applicable to qualified dividend income and generally are taxed at ordinary income tax rates. In taxable years beginning before January 1, 2026, however, non-corporate U.S. stockholders are entitled to a deduction of up to 20% of the amount of their qualified REIT dividends, subject to certain limitations. Nevertheless, non-corporate investors may perceive investmentinvestments in REITs to be relatively less attractive than investments in the stocks of other corporations whose dividends are taxed at lower rates as qualified dividends.

dividend income.
There may be tax consequences to any modifications to our borrowings, our hedging transactions and other contracts to replace references to LIBOR.
The publication of LIBOR rates may be discontinued by 2022.June 30, 2023. We are parties to loan agreements with LIBOR-based interest rates and derivatives with LIBOR-based terms used for hedging. We may have to renegotiate such LIBOR-based instruments to replace references to LIBOR. Under current law, certain modifications of terms of LIBOR-based instruments may have tax consequences, including deemed taxable exchanges of the pre-modification instrument for the modified instrument. ProposedFinal Treasury Regulations, have been issued that wouldeffective March 7, 2022, treat certain modifications that would be taxable events under current law as non-taxable events. The proposed Treasury Regulations do not discuss REIT-specific issues of modifications to LIBOR-based instruments. It is not clear whenThe IRS has also issued Revenue Procedure 2020-44, which provides additional guidance to facilitate the proposed Treasury Regulations will be finalized or what, if any, changes will be mademarket's transition from LIBOR rates. This guidance clarifies the treatment of certain debt instruments modified to the proposed Treasury Regulations in final Treasury Regulations.replace LIBOR-based terms. We will attempt to migrate to a post-LIBOR environment without jeopardizing our REIT qualification or suffering other adverse tax consequences but can give no assurances that we will succeed.
The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.
The IRS has issued Revenue Procedure 2003-65, which provides a safe harbor pursuant to which a mezzanine loan that is secured by interests in a pass-through entity will be treated by the IRS as a real estate asset for purposes of the REIT asset tests, and interest derived from such loan will be treated as qualifying mortgage interest for purposes of the REIT 75% gross income test. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. To the extent that any of our investments in loans secured by interests in pass-through entities do not satisfy all of the requirements for reliance on the safe harbor set forth in the Revenue Procedure, there can be no assurance that the IRS will not challenge the tax treatment of such loans, which could jeopardize our ability to qualify as a REIT.
If certain sale-leaseback transactions are not characterized by the IRS as “true leases,” we may be subject to adverse tax consequences.
We may purchase investments in properties and lease them back to the sellers of these properties. If the IRS does not characterize these leases as “true leases,” the rental payments would not be treated as rents from real property, which could affect our ability to satisfy the REIT gross income tests and qualify as a REIT.
If our operating partnership failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT.
If the IRS were to successfully challenge the status of our operating partnership as a partnership or disregarded entity for U.S. federal income tax purposes, it would be taxable as a corporation. In the event that this occurs, it would reduce the amount of distributions that our operating partnership could make to us. This would also result in our failing to qualify as a REIT and becoming subject to a corporate-level tax on our income, which would substantially reduce our cash available to pay distributions and the yield on your investment.


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Retirement Plan Risks
If the fiduciary of an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), fails to meet the fiduciary and other standards under ERISA, the Code or common law as a result of an investment in our stock, the fiduciary could be subject to civil (and criminal, and civilif the violation was willful) penalties.
There are special considerations that apply to investing in our shares on behalf of a trust, pension, profit sharing or 401(k) plans, health or welfare plans, trusts, individual retirement accounts, or IRAs, or Keogh plans. If you are investing the assets of any of the entities identified in the prior sentence in our common stock, you should satisfy yourself that:
the investment is consistent with your fiduciary obligations under applicable law, including common law, ERISA and the Code;
the investment is made in accordance with the documents and instruments governing the trust, plan or IRA, including a plan’s investment policy;
the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Code;
the investment will not impair the liquidity of the trust, plan or IRA;
the investment will not produce “unrelated business taxable income” for the plan or IRA;
our stockholders will be able to value the assets of the plan annually in accordance with ERISA requirements and applicable provisions of the plan or IRA; and
the investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil (and criminal, if the violation was willful) penalties, and can subject the fiduciary to equitable remedies.
In addition, if an investment in our shares constitutes a prohibited transaction under ERISA or the Code, the fiduciary that authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. Investors that are governmental plans or foreign plans may be subject to laws that are similar to the aforementioned provisions of ERISA and the Code or that otherwise regulate the purchase of our shares.
If we were at any time deemed to hold “plan assets” under ERISA or the Code, stockholders subject to ERISA and the related excise tax provisions of the Code may be subject to adverse financial and legal consequences.
Stockholders subject to ERISA or the Code should consult their own advisors as to the effect of an investment in the shares. As discussed under “Certain ERISA Considerations,” our assets may not be deemed to constitute “plan assets” of stockholders that are subject to the fiduciary provisions of ERISA or the prohibited transaction rules of Section 4975 of the Code (“Plans”). If we were deemed to hold “plan assets” of Plans (i) ERISA’s fiduciary standards would apply to, and might materially affect, our operations if any such Plans are subject to ERISA, and (ii) any transaction we enter into could be deemed a transaction with each Plan and transactions we might enter into in the ordinary course of business could constitute prohibited transactions under ERISA and/or Section 4975 of the Code. Holding plan assets may negatively impact our results.

General Risk Factors
The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.

LIBOR is used as a reference rate for our Term Loans and our interest rate cap and swap arrangements. On July 27, 2017, the United Kingdom’s Financial Conduct Authority ("FCA") announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. On March 5, 2021, the ICE Benchmark Administration Limited, which is supervised by the FCA, announced that it will cease publication of the 3-month U.S. Dollar denominated LIBOR rate after June 30, 2023. There is no assurance that LIBOR will continue to be published until any particular date, and it is unclear if a new method of calculating LIBOR will be established, or if an alternative reference rate will be established. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has formally recommended the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts.

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We are not able to predict when LIBOR will cease to be available or if SOFR, or another alternative rate reference rate, attains market traction as a LIBOR replacement. Our property level mortgage loans and interest rate swap arrangements provide that if LIBOR is no longer available, then the parties to the agreements shall enter into an amendment utilizing the prevailing market convention for determining the rate of interest for syndicated loans in the United States at the time. In such circumstances the interest rates on our Term Loans and in our interest rate cap and swap arrangements may change. The new rates may not be as favorable as those in effect prior to any LIBOR phase-out. In addition, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR, all of which could negatively impact our cash flow.
Item 1B.Unresolved Staff Comments.
Not applicable.

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Item 2.Properties.
DESCRIPTION OF REAL ESTATE
Our investments in real estate assets as of December 31, 20192022 consisted of interests in wholly-ownedwholly owned properties and sixseven joint ventures. The following table sets forth information with respect to our real estate assets by segment as of December 31, 2019.2022. We own a fee simple interest in all properties unless otherwise noted.
Property NameLocation%
Owned
Year
Built
Date AcquiredNet Rentable
Square Feet
Percentage
Leased
Consolidated Properties:
Industrial Segment:
Kendall Distribution Center Atlanta, GA100 %2002June 30, 2005409,000 100 %
Suwanee Distribution Center(1)
Suwanee, GA100 2013June 28, 2013559,000 100 
Grand Prairie Distribution Center 
3325 West Trinity BoulevardGrand Prairie, TX100 2013January 22, 2014277,000 100 
3324 West Trinity BoulevardGrand Prairie, TX100 2015May 31, 2019145,000 100 
Charlotte Distribution CenterCharlotte, NC100 1991June 27, 2014347,000 100 
DFW Distribution Center
4050 Corporate DriveGrapevine, TX100 1996April 15, 2015441,000 100 
4055 Corporate DriveGrapevine, TX100 1996April 15, 2015202,000 100 
O'Hare Industrial Portfolio
200 LewisWood Dale, IL100 1985September 30, 201531,000 100 
1225 Michael DriveWood Dale, IL100 1985September 30, 2015109,000 100 
1300 Michael DriveWood Dale, IL100 1985September 30, 201571,000 100 
1301 Mittel DriveWood Dale, IL100 1985September 30, 201553,000 100 
1350 Michael DriveWood Dale, IL100 1985September 30, 201556,000 100 
2501 Allan DriveElk Grove, IL100 1985September 30, 2015198,000 100 
2601 Allan DriveElk Grove, IL100 1985September 30, 2015124,000 100 
Tampa Distribution CenterTampa, FL100 2009April 11, 2016386,000 100 
Aurora Distribution CenterAurora, IL100 2016May 19, 2016305,000 100 
Valencia Industrial Portfolio:
28150 West Harrison ParkwayValencia, CA100 1997June 29, 201687,000 100 
28145 West Harrison ParkwayValencia, CA100 1997June 29, 2016114,000 100 
28904 Paine AvenueValencia, CA100 1999June 29, 2016117,000 100 
25045 Tibbitts AvenueSanta Clarita, CA100 1988June 29, 2016142,000 100 
Pinole Point Distribution Center:
6000 Giant RoadRichmond, CA100 2016September 8, 2016225,000 100 
6015 Giant RoadRichmond, CA100 2016September 8, 2016252,000 100 
6025 Giant RoadRichmond, CA100 2016December 29, 201641,000 100 
Mason Mill Distribution Center(1)
Buford, GA100 2016December 20, 2017340,000 100 
Fremont Distribution Center
45275 Northport CourtFremont, CA100 1991March 29, 2019117,000 100 
45630 Northport Loop EastFremont, CA100 1995March 29, 2019120,000 100 
Taunton Distribution CenterTaunton, MA100 2016August 23, 2019200,000 100 
Chandler Distribution Center
1725 East Germann RoadChandler, AZ100 2016December 5, 2019122,000 100 
1825 East Germann RoadChandler, AZ100 2016December 5, 201989,000 100 
Fort Worth Distributiom CenterFort Worth, TX100 2020October 23, 2020351,000 100 
Whitestown Distribution Center(1)
4993 Anson BoulevardWhitestown, IN100 2020December 11, 2020280,000 100 
5102 E 500 SouthWhitestown, IN100 2020December 11, 2020440,000 100 
Louisville Distribution CenterShepherdsville, KY100 2020January 21, 20211,040,000 100 
Southeast Phoenix Distribution Center
6511 West Frye RoadChandler, AZ100 2019February 23, 2021102,000 100 
6565 West Frye RoadChandler, AZ100 2019February 23, 2021118,000 100 
6615 West Frye RoadChandler, AZ100 2019February 23, 2021136,000 100 
6677 West Frye RoadChandler, AZ100 2019February 23, 2021118,000 100 
6635 West Frye RoadChandler, AZ100 2019June 8, 2022105,000 100 
6575 West Frye RoadChandler, AZ100 2019June 8, 2022140,000 100 
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Property Name Location 
%
Owned
 
Year
Built
 Date Acquired 
Net Rentable
Square Feet
 
Percentage
Leased
Consolidated Properties:            
Apartment Segment:            
The Edge at Lafayette(1)
 Lafayette, LA 100% 2007 January 15, 2008 207,000
 70%
Townlake of Coppell(2)
 Coppell, TX 100
 1986 May 22, 2015 351,000
 94
AQ Rittenhouse Philadelphia, PA 100
 2015 July 30, 2015 92,000
 98
Lane Parke Apartments Mountain Brook, AL 100
 2014 May 26, 2016 263,000
 91
Dylan Point Loma San Diego, CA 100
 2016 August 9, 2016 204,000
 98
The Penfield St. Paul, MN 100
 2013 September 22, 2016 245,000
 91
180 North Jefferson Chicago, IL 100
 2004 December 1, 2016 217,000
 94
Jory Trail at the Grove Wilsonville, OR 100
 2012 July 14, 2017 315,000
 96
The Reserve at Johns Creek Johns Creek, GA 100
 2007 July 28, 2017 244,000
 96
Villas at Legacy Plano, TX 100
 1999 June 6, 2018 340,000
 97
Stonemeadow Farms Bothell, WA 100
 1999 May 13, 2019 228,000
 95
Summit at San Marcos Chandler, AZ 100
 2018 July 31, 2019 257,000
 96
Presley Uptown(3)
 Charlotte, NC 98
 2016 September 30, 2019 190,000
 92
Industrial Segment:            
Kendall Distribution Center  Atlanta, GA 100% 2002 June 30, 2005 409,000
 100%
Norfleet Distribution Center  Kansas City, MO 100
 2007 February 27, 2007 702,000
 100
Suwanee Distribution Center Suwanee, GA 100
 2013 June 28, 2013 559,000
 100
South Seattle Distribution Center            
3800 1st Avenue South Seattle, WA 100
 1968 December 18, 2013 162,000
 100
3844 1st Avenue South Seattle, WA 100
 1949 December 18, 2013 101,000
 100
3601 2nd Avenue South Seattle, WA 100
 1980 December 18, 2013 60,000
 100
Grand Prairie Distribution Center             
3325 West Trinity Boulevard Grand Prairie, TX 100
 2013 January 22, 2014 277,000
 100
3324 West Trinity Boulevard Grand Prairie, TX 100
 2015 May 31, 2019 145,000
 100
Charlotte Distribution Center Charlotte, NC 100
 1991 June 27, 2014 347,000
 100
DFW Distribution Center            
4050 Corporate Drive Grapevine, TX 100
 1996 April 15, 2015 441,000
 100
4055 Corporate Drive Grapevine, TX 100
 1996 April 15, 2015 202,000
 100
O'Hare Industrial Portfolio            
200 Lewis Wood Dale, IL 100
 1985 September 30, 2015 31,000
 100
1225 Michael Drive Wood Dale, IL 100
 1985 September 30, 2015 109,000
 100
1300 Michael Drive Wood Dale, IL 100
 1985 September 30, 2015 71,000
 100
1301 Mittel Drive Wood Dale, IL 100
 1985 September 30, 2015 53,000
 100
1350 Michael Drive Wood Dale, IL 100
 1985 September 30, 2015 56,000
 100
2501 Allan Drive Elk Grove, IL 100
 1985 September 30, 2015 198,000
 100
2601 Allan Drive Elk Grove, IL 100
 1985 September 30, 2015 124,000
 100
Tampa Distribution Center Tampa, FL 100
 2009 April 11, 2016 386,000
 100
Aurora Distribution Center Aurora, IL 100
 2016 May 19, 2016 305,000
 100
Valencia Industrial Portfolio:            
28150 West Harrison Parkway Valencia, CA 100
 1997 June 29, 2016 87,000
 100
28145 West Harrison Parkway Valencia, CA 100
 1997 June 29, 2016 114,000
 100
28904 Paine Avenue Valencia, CA 100
 1999 June 29, 2016 117,000
 100

Property NameLocation%
Owned
Year
Built
Date AcquiredNet Rentable
Square Feet
Percentage
Leased
Louisville Airport Distribution Center(1)
Louisville, KY100 2020June 24, 2021284,000 100 
13500 Danielson StreetPoway, CA95 1997July 2, 202173,000 100 
237 Via Vera CruzSan Marcos, CA95 1987July 2, 202166,000 100 
4211 StarboardFremont, CA95 1997July 9, 2021130,000 100 
5 National WayDurham, NC100 2020September 28, 2021188,000 100 
47 National WayDurham, NC100 2020September 28, 2021187,000 100 
Friendship Distribution Center(1)
4627 Distribution PkwyBuford, GA100 2020October 20, 2021126,000 100 
4630 Distribution PkwyBuford, GA100 2020October 20, 2021149,000 100 
4646 Distribution PkwyBuford, GA100 2020October 20, 2021102,000 100 
4651 Distribution PkwyBuford, GA100 2020October 20, 2021272,000 100 
South San Diego Distribution Center
2001 Sanyo AvenueSan Diego, CA100 1987October 28, 2021320,000 100 
2055 Sanyo AvenueSan Diego, CA100 1991October 28, 2021209,000 46 
2065 Sanyo AvenueSan Diego, CA100 2020October 28, 2021136,000 100 
1755 Britannia DriveElgin, IL100 2020November 16, 202180,000 100 
2451 Bath RoadElgin, IL100 2020November 16, 2021327,000 100 
687 Conestoga ParkwayShepardsville, KY100 2021November 17, 2021327,000 100 
2840 Loker AvenueCarlsbad, CA95 1998November 30, 2021104,000 100 
15890 Bernardo Center DriveSan Diego, CA95 1991November 30, 202148,000 100 
Northeast Atlanta Distribution CenterJefferson, GA100 2016April 8, 2022459,000 100 
West Phoenix Distribution Center(1)
Glendale, AZ100 2022September 30, 20221,200,000 100 
Puget Sound Distribution CenterLacey, WA100 2021October 6, 2022142,000 100 
Office Segment:
Monument IV at Worldgate Herndon, VA100 %2001August 27, 2004228,000 100 %
140 Park AvenueFlorham Park, NJ100 2015December 21, 2015100,000 100 
San Juan Medical Center(1)
San Juan Capistrano, CA100 2015April 1, 201640,000 100 
Genesee Plaza
9333 Genesee AveSan Diego, CA100 1983July 2, 201980,000 78 
9339 Genesee AveSan Diego, CA100 1983July 2, 201981,000 91 
Fountainhead Corporate ParkTempe, AZ100 1985February 6, 2020295,000 81 
170 Park AvenueFlorham Park, NJ100 1998February 2, 2021147,000 100 
9101 Stony Point Drive(1)
Richmond, VA100 2018September 15, 202187,000 100 
North Tampa Surgery CenterOdessa, FL100 2021October 8, 202113,000 100 
Duke Medical Center(1)
Durham, NC100 2010December 23, 202160,000 96 
KC Medical Office Portfolio
8600 NE 82nd StreetKansas City, MO100 2021December 23, 202111,000 100 
1203 SW 7 HighwayBlue Springs, MO100 2000December 23, 202110,000 100 
Roeland Park Medical OfficeRoeland Park, KS100 2021December 28, 202130,000 100 
South Reno Medical Center(1)
Reno, NV100 2004December 28, 202132,000 100 
Sugar Land Medical Office(1)
Sugar Land, TX100 2020December 30, 202137,000 100 
Cedar Medical CenterFlagstaff, AZ100 2022April 29, 202226,000 100 
North Boston Medical CenterHaverhill, MA100 2017June 28, 202230,000 100 
North Charlotte Medical CenterStanley, NC100 2017June 28, 202225,000 100 
Grand Rapids Medical CenterWyoming, MI100 2018July 21, 202225,000 100 
Glendale Medical CenterLos Angeles, CA100 2018July 29, 202220,000 100 
6300 Dumbarton Circle(1)
Fremont, CA100 1990September 15, 202244,000 100 
6500 Kaiser Drive(1)
Fremont, CA100 1990September 15, 202288,000 100 
Greater Sacramento Medical CenterRancho Cordova, CA100 2012September 16, 202218,000 100 
Residential Segment:
Townlake of CoppellCoppell, TX100 %1986May 22, 2015351,000 93 %
AQ RittenhousePhiladelphia, PA100 2015July 30, 201592,000 93 
Lane Parke ApartmentsMountain Brook, AL100 2014May 26, 2016263,000 91 
Dylan Point LomaSan Diego, CA100 2016August 9, 2016204,000 94 
The Penfield(1)
St. Paul, MN100 2013September 22, 2016245,000 94 
47

Property Name Location 
%
Owned
 
Year
Built
 Date Acquired 
Net Rentable
Square Feet
 
Percentage
Leased
24823 Anza Drive Santa Clarita, CA 100
 1988 June 29, 2016 31,000
 100
25045 Tibbitts Avenue Santa Clarita, CA 100
 1988 June 29, 2016 142,000
 100
Pinole Point Distribution Center:         

  
6000 Giant Road Richmond, CA 100
 2016 September 8, 2016 225,000
 100
6015 Giant Road Richmond, CA 100
 2016 September 8, 2016 252,000
 100
6025 Giant Road Richmond, CA 100
 2016 December 29, 2016 41,000
 100
Mason Mill Distribution Center Buford, GA 100
 2016 December 20, 2017 340,000
 100
Fremont Distribution Center            
45275 Northport Court Fremont, CA 100
 1991 March 29, 2019 117,000
 100
45630 Northport Loop East Fremont, CA 100
 1995 March 29, 2019 120,000
 100
Taunton Distribution Center Taunton, MA 100
 2016 August 23, 2019 200,000
 70
Chandler Distribution Center            
1725 East Germann Road Chandler, AZ 100
 2016 December 5, 2019 122,000
 100
1825 East Germann Road Chandler, AZ 100
 2016 December 5, 2019 89,000
 92
Office Segment:            
Monument IV at Worldgate  Herndon, VA 100% 2001 August 27, 2004 228,000
 100%
140 Park Avenue Florham Park, NJ 100
 2015 December 21, 2015 100,000
 100
San Juan Medical Center San Juan Capistrano, CA 100
 2015 April 1, 2016 40,000
 91
Genesee Plaza            
9333 Genesee Ave San Diego, CA 100
 1983 July 2, 2019 80,000
 89
9339 Genesee Ave San Diego, CA 100
 1983 July 2, 2019 81,000
 86
Retail Segment:            
The District at Howell Mill(3)
 Atlanta, GA 88% 2006 June 15, 2007 306,000
 99%
Grand Lakes Marketplace(3)
 Katy, TX 90
 2012 September 17, 2013 131,000
 98
Oak Grove Plaza Sachse, TX 100
 2003 January 17, 2014 120,000
 95
Rancho Temecula Town Center Temecula, CA 100
 2007 June 16, 2014 165,000
 99
Skokie Commons Skokie, IL 100
 2015 May 15, 2015 97,000
 98
Whitestone Market Austin, TX 100
 2003 September 30, 2015 145,000
 99
Maui Mall Kahului, HI 100
 1971 December 22, 2015 235,000
 88
Silverstone Marketplace Scottsdale, AZ 100
 2015 July 27, 2016 78,000
 88
Kierland Village Center Scottsdale, AZ 100
 2001 September 30, 2016 118,000
 94
Timberland Town Center Beaverton, OR 100
 2015 September 30, 2016 92,000
 96
Montecito Marketplace Las Vegas, NV 100
 2007 August 8, 2017 190,000
 99
Other Segment:            
South Beach Parking Garage(4)
 Miami Beach, FL 100% 2001 January 28, 2014 130,000
 N/A
             
Unconsolidated Properties:            
Chicago Parking Garage(5)
 Chicago, IL 100% 2003 December 23, 2014 167,000
 N/A
NYC Retail Portfolio(6)
 NY/NJ 14
 1996 - 2004 December 8, 2015 2,014,000
 91%
Pioneer Tower(7)
 Portland, OR 100
 1990 June 28, 2016 308,000
 82
The Tremont(3)
 Burlington, MA 75
 2016 July 19, 2018 175,000
 95
The Huntington(3)
 Burlington, MA 75
 2018 July 19, 2018 115,000
 93
Property NameLocation%
Owned
Year
Built
Date AcquiredNet Rentable
Square Feet
Percentage
Leased
180 North JeffersonChicago, IL100 2004December 1, 2016217,000 92 
Jory Trail at the GroveWilsonville, OR100 2012July 14, 2017315,000 94 
The Reserve at Johns Creek(2)
Johns Creek, GA100 2007July 28, 2017244,000 92 
Villas at Legacy(1)
Plano, TX100 1999June 6, 2018340,000 90 
Stonemeadow FarmsBothell, WA100 1999May 13, 2019228,000 90 
Summit at San Marcos(1)
Chandler, AZ100 2018July 31, 2019257,000 92 
Presley UptownCharlotte, NC100 2016September 30, 2019190,000 94 
Princeton North AndoverNorth Andover, MA100 2019May 3, 2021204,000 91 
The Preserve at the Meadows(1)
Fort Collins, CO100 2001August 23, 2021208,000 94 
The Rockwell(1)
Berlin, MA100 2020August 31, 2021233,000 95 
MiramontFort Collins, CO100 1995September 29, 2021212,000 97 
PineconeFort Collins, CO100 1993September 29, 2021176,000 95 
Reserve at Venice(1)
North Venice, FL100 2021December 17, 2021268,000 92 
Woodside TrumbullTrumbull, CT100 2021December 21, 2021207,000 92 
Jefferson Lake HowellCasselberry, FL100 2021March 30, 2022374,000 89 
Oak Street LoftsTigard, OR100 2021July 15, 2022162,000 92 
Molly Brook on BelmontNorth Haledon, NJ100 2019September 27, 2022177,000 92 
Single-Family Rental Portfolio IIVarious95 VariousVarious509,000 95 
Retail Segment:
The District at Howell Mill(3)
Atlanta, GA88 %2006June 15, 2007306,000 96 %
Grand Lakes Marketplace(3)
Katy, TX90 2012September 17, 2013131,000 75 
Rancho Temecula Town CenterTemecula, CA100 2007June 16, 2014165,000 99 
Skokie CommonsSkokie, IL100 2015May 15, 201597,000 98 
Whitestone MarketAustin, TX100 2003September 30, 2015145,000 100 
Maui MallKahului, HI100 1971December 22, 2015235,000 84 
Silverstone Marketplace(1)
Scottsdale, AZ100 2015July 27, 201678,000 92 
Kierland Village CenterScottsdale, AZ100 2001September 30, 2016118,000 96 
Timberland Town CenterBeaverton, OR100 2015September 30, 201692,000 99 
Montecito Marketplace(1)
Las Vegas, NV100 2007August 8, 2017190,000 89 
Milford Crossing(1)
Milford, MA100 2018January 29, 2020159,000 100 
Patterson PlaceDurham, NC100 2010May 31, 202225,000 82 
Silverado SquareLas Vegas, NV100 2018June 1, 202248,000 98 
Woodlawn PointMarietta, GA100 1993June 30, 202298,000 92 
Other Segment:
South Beach Parking Garage(4)
Miami Beach, FL100 %2001January 28, 2014130,000 N/A
Unconsolidated Properties:
Chicago Parking Garage(5)
Chicago, IL100 %2003December 23, 2014167,000 N/A
NYC Retail Portfolio(6)
NY/NJ14 1996 - 2004December 8, 20151,940,000 93 %
Pioneer Tower(7)
Portland, OR100 1990June 28, 2016308,000 68 
The Tremont(3)
Burlington, MA75 2016July 19, 2018175,000 89 
The Huntington(3)
Burlington, MA75 2018July 19, 2018115,000 94 
Siena Suwanee Town Center(8)
Suwanee, GA100 2018December 15, 2020226,000 93 
Single-Family Rental Portfolio I(9)
Various47 VariousAugust 5, 20217,207,000 95 
Kingston at McLean Crossing(3)
McLean, VA80 2018December 3, 2021279,000 91 
___________

1.This property is included in our DST Program.
(1)On December 27, 2018, we acquired our joint venture partner's 22% interest in the property.
(2)On December 5, 2019, we acquired our joint venture partner's 10% interest in the property.
(3)
2.On July 8, 2022, we repurchased this property from our DST Program.
3.We own a majority interest in the joint venture that owns a fee simple interest in this property.
(4)The parking garage contains 343 stalls. This property is owned leasehold.
(5)We own a condominium interest in the building that contains a 366 stall parking garage.
(6)We own an approximate 14% interest in a portfolio of 9 urban infill retail properties located in the greater New York City area.
(7)We own a condominium interest in the building that contains a 17 story multi-tenant office property.


ACQUISITIONS
2019 Acquisitions
On March 29, 2019, we acquired Fremont Distribution Center, a 237,000 square foot, two building industrial property located in Fremont, California, for approximately $47,000. The acquisition was funded with cash on hand.
On May 13, 2019, we acquired Stonemeadow Farms, a 280-unit apartment property located in Bothell, Washington, for approximately $81,800. The acquisition was funded with cash on hand.
On May 31, 2019, we acquired 3324 West Trinity Boulevard, a 145,000 square foot industrial distribution center located in Grand Prairie, Texas, for approximately $16,150. The acquisition was funded with cash on hand.
On July 2, 2019, we acquired Genesee Plaza, a 161,000 square foot two building medical office campus located in San Diego, California, for approximately $89,500. The acquisition was funded by the assumption of a six-year mortgage loan that bears interest at a fixed rate of 4.30% in the amount of $41,546 and with cash on hand.
On July 31, 2019, we acquired Summit at San Marcos, a 273-unit apartment property located in Chandler, Arizona, for approximately $71,750. The acquisition was funded with a draw on the credit facility and cash on hand.
On August 23, 2019, we acquired Taunton Distribution Center, a 200,000 square foot industrial distribution center located in Taunton, Massachusetts, for approximately $25,700. The acquisition was funded with cash on hand.
On September 30, 2019, we acquired a 97.5% interest in Presley Uptown, a 230-unit apartment property in the Uptown submarket of Charlotte, North Carolina. The joint venture acquired the property for approximately $55,250. The acquisition was funded with a draw on the credit facility and cash on hand.
On December 5, 2019, we acquired Chandler Distribution Center, a 211,000 square foot industrial distribution center located in Chandler, Arizona for $31,000. The acquisition was funded with cash on hand.
On December 5, 2019, we acquired our joint venture partner's 10% interest in Townlake of Coppell for approximately $6,000 plus the assumption of the joint venture partners pro rata share of the mortgage loan in the amount of $2,880. The acquisition was funded with cash on hand.
2018 Acquisitions
On June 6, 2018, we acquired the Villas at Legacy, a garden-style 328-unit apartment community located in Plano, Texas, for approximately $57,800. The acquisition was funded with cash on hand.
On July 19, 2018, we acquired a 75% interest in The Tremont, a 180-unit apartment property in Burlington, Massachusetts. The joint venture acquired the property for approximately $73,500. The acquisition was funded by the assumption of a 19 year mortgage loan that bears interest at a fixed-rate of 3.62% in the amount of $42,520 and cash on hand. In accordance with authoritative guidance, The Tremont is accounted for as an investment in an unconsolidated real estate affiliate.
On July 19, 2018, we acquired a 75% interest in The Huntington, a 117-unit apartment property in Burlington, Massachusetts. The joint venture acquired the property for approximately $48,500. The acquisition was financed with a ten year mortgage loan that bears interest at a fixed rate of 4.07% in the amount of $31,000 and cash on hand. In accordance with authoritative guidance, The Huntington is accounted for as an investment in an unconsolidated real estate affiliate.
On December 27, 2018, we acquired our joint venture partner's 22% interest in The Edge at Lafayette for $880 plus the assumption of the joint venture partners pro rata share of the mortgage loan in the amount of $3,890. The owner of the 22% interest in the joint venture wasthat owns a fee simple interest in this property.
4.The parking garage contains 343 stalls. This property is owned leasehold.
5.We own a condominium interest in the building that contains a 366 stall parking garage.
6.We own an investment fund advised by LaSalle andapproximate 14% interest in which JLL owned a minority interest.portfolio of 8 urban infill retail properties located in the greater New York City area.

7.We own a condominium interest in the building that contains a 17 story multi-tenant office property.
20178.We own a condominium interest in the project that contains a 240-unit residential property.
9.We own an approximate 47% interest in a portfolio of over 4,000 single-family rental homes located in various markets across the United States.
48

ACQUISITIONS
2022 Acquisitions
On July 14, 2017,During the year ended December 31, 2022, we acquired Jory Trail at the Grove, a 324-unit apartment community located in Wilsonville, Oregon,19 properties and over 300 single-family rental houses consisting of:
five industrial properties totaling 2,046,000 square feet for approximately $74,750. The acquisition was funded by$275,000;
eight office properties all focused in the healthcare industry totaling 276,000 square feet for approximately $171,000;
three multi-family residential properties totaling 751 units, entered into a joint venture that purchased 320 single-family rental houses and acquired the remaining 2.5% of Presley Uptown for approximately $428,000; and
three retail properties totaling 171,000 square feet for approximately $74,000.
2021 Acquisitions
During the year ended December 31, 2021, we acquired 40 properties and over 4,000 single-family rental houses consisting of:
23 industrial properties totaling 4,642,000 square feet for approximately $649,000;
nine office properties all focused in the healthcare industry totaling 427,000 square feet for approximately $199,000; and
eight multi-family residential properties totaling 1,815 units and entered into a joint venture that purchased over 4,000 single-family rental houses for a total of approximately $1,173,000, including assumption of an eight-year mortgage loan that bears interest at a fixed-rate of 3.81% indebt.
2020 Acquisitions
During the amount of $44,250, a draw on our credit facility and cash on hand.
On July 28, 2017,year ended December 31, 2020, we acquired The Reserve at Johns Creek Walk, a 210-unit apartment community located in Johns Creek, Georgia,six properties consisting of:
three industrial properties totaling 1,071,000 square feet for approximately $47,300. The acquisition was funded by the assumption of a three-year mortgage loan that bears interest at a fixed rate of 3.30% in the amount of $23,620, a draw on our credit facility and cash on hand.$86,000;
On August 8, 2017, we acquired Montecito Marketplace, a 190,000one office property totaling 295,000 square foot grocery-anchored retail center located in Las Vegas, Nevadafeet for approximately $63,550. The acquisition was funded with$62,000;
one multifamily residential property totaling 240 units and for a draw on our credit facilitytotal of approximately $70,000; and cash on hand.
On December 20, 2017, we acquired, through a reverse 1031 exchange, Mason Mill Distribution Center, a newly-constructed 340,000 square-foot industrialone retail property located in Buford, Georgia,totaling 159,000 square feet for approximately $31,000. The acquisition was funded with cash on hand.$42,000.

DISPOSITIONS
20192022 Dispositions
On January 7, 2019, two retail properties in the NYC Retail Portfolio with a combined 148,000 square feet were sold and the mortgage loans were extinguished.
On February 7, 2019,6, 2022, we sold 111 Sutter StreetNorfleet Distribution Center, a 702,000 square foot industrial property located in Kansas City, Missouri for approximately $227,000$60,375 less closing costs. In connection with the disposition, the mortgage loan associated with the property of approximately $52,300 was retired. We recorded a gain on the sale of property in the amount of $107,108.
On June 28, 2019, a 218,000 square foot property within the NYC Retail Portfolio was relinquished to the lender and its mortgage loan was extinguished.
2018 Dispositions
On February 5, 2018, we sold Station Nine Apartments for approximately $75,000. We recorded a gain on the sale of the property in the amount of $29,665.approximately $34,584.
On January 24, 2022, we sold The Edge at Lafayette, a 207,000 square foot student housing apartment property located in Lafayette, Louisiana for approximately $16,500 less closing costs. We recorded a gain on the sale of the property in the amount of approximately $13.
On December 28, 2018,1, 2022 we sold Oak Grove Plaza, a 73,000120,000 square foot retail property located in Sache, Texas for approximately $24,400 less closing costs. We recorded a gain on the sale of the property in the amount of approximately $3,492.
2021 Dispositions
On January 8, 2021, we sold South Seattle Distribution Center, a 323,000 square foot industrial property located in Seattle, Washington for approximately $72,600 less closing costs and the loan of $17,841 was retired. We recorded a gain on the sale of the property in the amount of $33,580.
2020 Dispositions
On March 4, 2020, a 74,000 square foot retail property in the NYC Retail Portfolio (as defined below) was sold and its mortgage loan extinguished. Sale proceeds were maintained at the venture for operating needs.
2017 Dispositions
49

On January 17, 2017,March 27, 2020, we sold 24823 Anza Drive, a 116,00031,000 square foot retailindustrial property in the NYC Retail Portfolio was sold and its mortgage loan extinguished. Sale proceeds were maintained at the venture for operating needs.
On July 26, 2017, we relinquished our ownership of Railway Street Corporate Centre, a 135 square foot office building located in Calgary, Canada, through a deed in lieu of foreclosure with the lender. Upon our relinquishment of the property, we were relieved of approximately $27,600 of mortgage obligations plus accrued interest associated with the mortgage loan. Upon extinguishment of the mortgage debt obligation, a $252 non-cash accounting gain was recognized representing the difference between the book value of the debt, interest payable and other obligations extinguished over the fair value of the property and other assets transferred as of the transfer date. Upon relinquishment of the property and extinguishment of the mortgage debt obligation we also recognized $1,895 of Accumulated Other Comprehensive Loss from historical foreign currency translation adjustments as part of the gain on disposition of property and extinguishment of debt on our Consolidated Statement of Operations and Comprehensive Income.
On September 19, 2017, we sold 14600 Sherman Way and 14624 Sherman WaySanta Clarita, California for approximately $22,350 less closing costs. We recorded a gain on the sale of the properties in the amount of $7,144.
On December 15, 2017, we sold Joliet Distribution Center for approximately $28,200$5,600 less closing costs. We recorded a gain on the sale of the property in the amount of $9,481.$1,724.

FINANCING
The following is a summary of the mortgage notes for our consolidated properties as of December 31, 2019:2022:
PropertyInterest RateMaturity DatePrincipal Balance
Aurora Distribution Center3.39 %June 1, 2023$13,156 
180 N Jefferson3.89 July 1, 202345,000 
Grand Lakes Marketplace4.20 October 1, 202323,900 
Charlotte Distribution Center3.66 September 1, 20249,117 
Genesee Plaza4.30 January 1, 202538,306 
Jory Trail at the Grove3.81 February 1, 202541,954 
Skokie Commons3.31 June 1, 202523,118 
DFW Distribution Center3.23 June 1, 202517,720 
AQ Rittenhouse3.65 September 1, 202526,370 
Timberland Town Center4.07 October 1, 202519,739 
Whitestone Market3.58 December 1, 202525,750 
Miramont Apartments3.87 March 1, 202627,128 
Pinecone Apartments3.87 March 1, 202624,895 
Louisville Distribution Center1.76 May 1, 202652,250 
Maui Mall3.64 June 1, 202635,492 
Rancho Temecula Town Center4.02 July 1, 202628,000 
Dylan Point Loma3.83 September 1, 202639,598 
237 Via Vera Cruz5.79 September 1, 202611,880 
4211 Starboard Drive5.79 September 1, 202620,612 
13500 Danielson Street5.79 September 1, 202610,990 
2840 Loker Ave5.79 September 1, 202614,316 
15890 Bernardo Center Drive5.79 September 1, 20268,702 
Lane Parke Apartments3.18 November 1, 202637,000 
The District at Howell Mill5.30 March 1, 202728,036 
San Juan Medical Center3.35 October 1, 202716,730 
Whitestown Distribution Center2.95 February 10, 202834,000 
Townlake of Coppell2.41 April 10, 202836,030 
Southeast Phoenix Distribution Center2.70 June 1, 202849,000 
Princeton North Andover5.94 June 1, 202839,900 
Friendship Distribution Center6.05 March 1, 202940,000 
Stonemeadow Farms3.62 August 1, 202943,865 
Presley Uptown3.25 November 1, 202930,000 
Reserve at Johns Creek3.58 December 1, 202926,000 
Summit at San Marcos3.28 May 1, 203035,900 
Mason Mill Distribution Center3.25 October 1, 203017,500 
The Penfield2.50 October 1, 203035,500 
South San Diego Distribution Center3.18 January 1, 203172,500 
Villas at Legacy2.53 January 1, 203129,500 
The Preserve at the Meadows2.57 October 1, 203132,400 
The Rockwell2.62 October 1, 203146,310 
Reserve at Venice2.98 March 1, 203255,800 
Molly Brook on Belmont3.31 August 1, 204254,650 

50

Property Interest Rate Maturity Date Principal Balance
Townlake of Coppell 3.25% June 1, 2020 $28,514
Suwanee Distribution Center 3.66
 October 1, 2020 19,100
140 Park Avenue 3.00
 March 1, 2021 22,800
Monument IV at Worldgate 3.13
 February 1, 2023 40,000
Aurora Distribution Center 3.39
 June 1, 2023 13,850
180 N Jefferson 3.89
 July 1, 2023 45,000
Grand Lakes Marketplace 4.20
 October 1, 2023 23,900
Oak Grove Plaza 4.17
 February 1, 2024 9,384
South Seattle Distribution Center 4.38
 March 1, 2024 18,250
Charlotte Distribution Center 3.66
 September 1, 2024 9,764
Jory Trail at the Grove 3.81
 February 1, 2025 44,250
Skokie Commons 3.31
 June 1, 2025 24,400
DFW Distribution Center 3.23
 June 1, 2025 17,720
AQ Rittenhouse 3.65
 September 1, 2025 26,370
Timberland Town Center 4.07
 October 1, 2025 21,220
Whitestone Market 3.58
 December 1, 2025 25,750
Maui Mall 3.64
 June 1, 2026 37,894
Rancho Temecula Town Center 4.02
 July 1, 2026 28,000
Dylan Point Loma 3.83
 September 1, 2026 40,500
Lane Parke Apartments 3.18
 November 1, 2026 37,000
The District at Howell Mill 5.30
 March 1, 2027 30,378
The Penfield 3.57
 March 1, 2054 36,977
Genesee Plaza 4.30
 January 1, 2025 41,114
Stonemeadow Farms 3.62
 August 1, 2029 45,000
The Reserve at Johns Creek 3.58
 December 1, 2029 26,000
Presley Uptown 3.25
 November 1, 2029 30,000



On May 26, 2017,April 28, 2022, we entered into a credit agreement providing for a $250,000$1,000,000 revolving line of credit and unsecured term loan (collectively, the "Credit Facility") with a syndicate of sixeight lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Capital Markets LLC, Wells Fargo Securities, LLC and PNC Bank,Capital One, National Association. The $250,000 credit facility (the "Credit Facility")Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $1,300,000, subject to receipt of lender commitments and other conditions. The $1,000,000 Credit Facility consists of a $200,000$600,000 revolving line of credit (the “Revolving Line of Credit”Credit Facility”) and a $50,000$400,000 term loan (the “ First Term“Term Loan”). On August 4, 2017, we expanded ourThe Revolving Credit Facility to $300,000. The additional $50,000 borrowing was in the formcontains a sublimit of a five-year term loan maturing on May 26, 2022 (the “Second Term Loan”). We collectively refer to the First Term Loan and the Second Term Loan as the “Term Loans.” On December 12, 2018, we expanded and extended our Credit Facility to provide$25,000 for a borrowing capacityletters of $400,000, by increasing our Revolving Line of Credit to $300,000 with a new maturity date of May 25, 2021. We also extended our Term Loans by one year with new maturity dates of May 25, 2023.credit. The primary interest rate for the Revolving Credit Facility is based on LIBOR,one-month term secured overnight financing rate ("SOFR") plus 0.10% (“Adjusted Term SOFR”), plus a margin ranging from 1.3% to 2.00%, depending on our total leverage ratio. The primary interest rate for the Term Loan is based on Adjusted Term SOFR, plus a margin ranging from 1.25% to 2.00%1.95%, depending on our total leverage ratio. The maturity date of the Revolving Credit Facility is April 28, 2025 and the Term Loan is April 28, 2027. The Credit Facility contains two, twelve-month extension options at our election. Based on our current total leverage ratio, we can elect to borrow at Adjusted Term SOFR plus 1.35% and Adjusted Term SOFR plus 1.30% for the Revolving Credit Facility and Term Loan, respectively, or alternatively, we can choose to borrow at a “base rate” equal to (i) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate announced by JPMorgan Chase Bank, N.A., and (c) LIBORAdjusted Term SOFR plus 1.0%, plus (ii) a margin ranging from 0.25%0.30% to 1.00% for base rate loans. The maturity date of the Revolving Line of Credit is May 25, 2021 and contains two 12-month extension options that we may exercise upon (i) payment of an extension fee equal to 0.15% of the gross capacityloans under the Revolving Line of Credit atFacility or a margin ranging from 0.25% to 0.95% for base rate loans under the timeTerm Loan. If the “base rate” is less than 1.0%, it will be deemed to be 1.0% for purposes of the extension, and (ii) compliance with the other conditions set forth in the credit agreement.Credit Facility. We intend to use the Revolving Line of Credit Facility to cover short-term capital needs, for new property acquisitions and working capital. We may not draw funds on our Credit Facility if we (i) experience a material adverse effect, which is defined to include, among other things, (a) a material adverse effect on the business, assets, operations or financial condition of the Company taken as a whole; (b) the inability of any loan party to perform any of its obligations under any loan document; or (c) a material adverse effect upon the validity or enforceability of any loan document or (ii) are in default, as that term is defined in the agreement, including a default under certain other loan agreements and/or guarantees entered into by us or our subsidiaries. As of December 31, 2019,2022, we believe no material adverse effects had occurred.
Borrowings under the Credit Facility are guaranteed by us and certain of our subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) unencumbered property pool leverage ratio; (ii) debt service coverage ratio; (iii) maximum total leverage ratio; (iv) fixed charges coverage ratio; (v) minimum NAV; (vi) maximum secured debt ratio; (vii) maximum secured recourse debt ratio; (viii) maximum permitted investments; and (ix) unencumbered property pool criteria. The Credit Facility provides the flexibility to move assets in and out of the unencumbered property pool during the term of the Credit Facility.
At December 31, 2019,2022, we had nothing$225,000 outstanding under the Revolving Line of Credit Facility at Adjusted Term SOFR plus 1.35% and $100,000$400,000 outstanding under the Term LoansLoan at LIBOR + 1.30%Adjusted Term SOFR plus 1.40%. We swapped $190,000 of the LIBOR portion of our $100,000 in Term LoansRevolving Credit Facility to a blended fixed rate of 1.80%2.40% (all in rate of 3.10%3.80% at December 31, 2019)2022). AtThe interest swap agreements have maturity dates ranging from February 17, 2023 through April 28, 2027.
On December 31, 2018,10, 2021, we had $90,000 outstandingentered into an additional $100,000 short-term bridge loan (the "Bridge Loan") with JPMorgan Chase Bank, N.A. under the Revolving Linesame terms as our Credit Facility. The Bridge Loan bore interest at the SOFR plus 1.45% to 2.15% depending on our total leverage ratio. The maturity date of the Bridge Loan was December 1, 2022 and had two, three month extension options. The Bridge Loan was extinguished on April 28, 2022 upon execution of the Credit and $100,000 outstanding under the Term Loans.Facility.
At December 31, 2019,2022, we were in compliance with all debt covenants.
INSURANCE
Although we believe our investments are currently adequately covered by insurance consistent with the terms and levels of coverage that are standard in our industry, we cannot predict at this time if we will be able to obtain adequate coverage at a reasonable cost in the future.



51

OPERATING STATISTICS
We generally hold investments in properties with high occupancy rates leased to quality tenants under long-term, non-cancelable leases. We believe these leases are beneficial to achieving our investment objectives. The following table shows our operating statistics by property type for our consolidated properties as of December 31, 2019:2022:
Number of
Properties/ Portfolios (1)
Total Area
(Sq Ft)
% of Total
Area
Stabilized Occupancy %Estimated Percent 
of Fair Value
Average Minimum
Base Rent per
Occupied Sq Ft(2)
 
Number of
Properties
 
Total Area
(Sq Ft)
 
% of Total
Area
 Occupancy % 
Estimated Percent 
of Fair Value
 
Average Minimum
Base Rent per
Occupied Sq Ft (1)
Apartment 13
 3,154,000
 26% 93% 34% $21.85
Industrial 34
 6,736,000
 55
 99
 26
 5.71
Industrial60 13,438,000 59 %99 %39 %$6.44 
Office 5
 534,000
 4
 95
 13
 36.92
Office24 1,527,000 95 13 32.32 
ResidentialResidential23 5,676,000 25 93 36 24.09 
Retail 11
 1,675,000
 14
 96
 26
 21.36
Retail14 1,887,000 93 12 24.31 
Other 1
 130,000
 1
 N/A
 1
 N/A
Other130,000  N/A—  N/A
Total 64
 12,229,000
 100% 97% 100% $13.26
Total122 22,658,000 100 %97 %100 %$14.00 
________
(1)Amount calculated as in-place minimum base rent for all occupied space at December 31, 2019 and excludes any straight line rents, tenant recoveries and percentage rent revenues.

(1)Residential includes over 300 single-family rental homes in the Single-Family Rental Portfolio II.
(2)Amount calculated as in-place minimum base rent for all occupied space at December 31, 2022 and excludes any straight line rents, tenant recoveries and percentage rent revenues.
The following table shows our operating statistics by property type for our unconsolidated properties as of December 31, 2019:2022:
Number of
Properties/ Portfolios (1)
Total Area
(Sq Ft)
% of Total
Area
Stabilized Occupancy %Estimated Percent 
of Fair Value
Average Minimum
Base Rent per
Occupied Sq Ft(2)
 
Number of
Properties
 
Total Area
(Sq Ft)
 
% of Total
Area
 Occupancy % 
Estimated Percent 
of Fair Value
 
Average Minimum
Base Rent per
Occupied Sq Ft (1)
Apartment 2
 290,000
 10% 98% 26% $34.61
Office 1
 308,000
 12
 82
 31
 31.10
Office308,000 %68 %%$32.30 
ResidentialResidential8,002,000 77 94 81 13.75 
Retail 9
 2,014,000
 72
 92
 38
 33.43
Retail1,940,000 18 93 10 34.81 
Other 1
 167,000
 6
 N/A
 5
 N/A
Other167,000 N/A N/A
Total 13
 2,779,000
 100% 91% 100% $33.33
Total15 10,417,000 100 %93 %100 %$18.29 
________
(1)Amount calculated as in-place minimum base rent for all occupied space at December 31, 2019 and excludes any straight line rents, tenant recoveries and percentage rent revenues.

(1)Residential includes over 4,000 single-family rental homes in the Single-Family Rental Portfolio I.
(2)Amount calculated as in-place minimum base rent for all occupied space at December 31, 2022 and excludes any straight line rents, tenant recoveries and percentage rent revenues.
As of December 31, 2019,2022, our average effective annual rent per square foot, calculated as average minimum base rent per occupied square foot less tenant concessions and allowances, was $12.50$13.30 for our consolidated properties. As of December 31, 2019,2022, the scheduled lease expirations at our consolidated properties are as follows:
Year 
Number of
Leases Expiring
 
Annualized
Minimum Base Rent (1)
 
Square
Footage
 
Percentage of
Annualized Minimum
Base Rent
2020 (2)
 45
 $6,805
 597,000
 7%
2021 38
 5,038
 395,000
 5
2022 50
 7,824
 718,000
 9
2023 55
 11,845
 1,520,000
 13
2024 44
 9,018
 968,000
 10
2025 and thereafter 131
 51,157
 4,678,000
 56
Total 363
 $91,687
 8,876,000
  
YearNumber of
Leases Expiring
Annualized
Minimum Base Rent (1)
Square
Footage
Percentage of
Annualized Minimum
Base Rent
2023 (2)
42 $6,754 487,000 %
202463 16,930 1,425,000 10 
202569 17,869 1,401,000 10 
202667 18,714 2,582,000 11 
202773 29,102 2,097,000 16 
2028 and thereafter171 87,651 9,054,000 49 
Total485 $177,020 17,046,000 
________ 
(1)Amount calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues as of December 31, 2019 presented in the year of lease expiration.
(2)Does not include 3,382 leases totaling approximately 2,937,000 square feet and approximately $64,213 in annualized minimum base rent associated with the 13 apartment properties we owned as of December 31, 2019.

(1)Amount calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues as of December 31, 2022 presented in the year of lease expiration.

(2)Does not include 5,415 leases totaling approximately 5,264,000 square feet and approximately $126,798 in annualized minimum base rent associated with the residential properties and single-family rental houses we owned as of December 31, 2022.

52

As of December 31, 2019,2022, the scheduled lease expirations at our unconsolidated properties are as follows:
Year 
Number of
Leases Expiring
 
Annualized
Minimum Base Rent (1)
 
Square
Footage
 
Percentage of
Annualized Minimum
Base Rent
2020 (2)
 22
 $9,759
 251,000
 15%
2021 21
 16,176
 378,000
 24
2022 22
 12,502
 419,000
 19
2023 10
 2,792
 63,000
 4
2024 16
 10,859
 328,000
 16
2025 and thereafter 32
 14,830
 605,000
 22
Total 123
 $66,918
 2,044,000
  
YearNumber of
Leases Expiring
Annualized
Minimum Base Rent (1)
Square
Footage
Percentage of
Annualized Minimum
Base Rent
2023 (2)
14 $8,191 208,000 12 %
202415 11,448 362,000 16 
202515 11,763 251,000 17 
202612 11,910 293,000 17 
202711 6,024 222,000 
2028 and thereafter32 20,074 563,000 29 
Total99 $69,410 1,899,000 
________ 
(1)Amount calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues as of December 31, 2019 presented in the year of lease expiration.
(2)Does not include 292 leases totaling approximately 286,000 square feet and approximately $9,827 in annualized minimum base rent associated with the two apartment properties we owned as of December 31, 2019.
(1)Amount calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues as of December 31, 2022 presented in the year of lease expiration.
(2)Does not include 4,629 leases totaling approximately 7,546,314 square feet and approximately $103,781 in annualized minimum base rent associated with the unconsolidated residential investments and single-family rental houses.
The following table shows the aggregate stabilized portfolio occupancy rates for our consolidated and unconsolidated properties as of December 31, 20192022 and each of the previous five years:
As of December 31, 2022
Stabilized Occupancy Rate for Consolidated Properties(1)
Stabilized Occupancy Rate for
Unconsolidated Properties(1)
202297 %93 %
202198 94 
202096 87 
201997 91 
201894 93 
201794 95 
________ 
(1)We calculate stabilized portfolio occupancy as the occupancy of all the properties we own, excluding newly constructed properties that have not yet leased up to 90% since our acquisition of the property.
53

As of December 31, 
Occupancy Rate for
Consolidated Properties
 Occupancy Rate for
Unconsolidated Properties
2019 97% 91%
2018 94
 93
2017 94
 95
2016 95
 97
2015 97
 98
2014 97
 

The following tables show the stabilized occupancy rates for our consolidated properties by property type as well as the average minimum base rent per occupied square foot as of December 31, 20192022 and 2018:2021:
 
Stabilized Occupancy Rate (1)
December 31, 2022December 31, 2021Change
Industrial99 %100 %(1)%
Office95 98 (3)
Residential93 95 (2)
Retail93 93 — 
Total97 %98 %(1)%
 
Occupancy Rate at
December 31, 2019
 
Occupancy Rate at
December 31, 2018
 Change
Apartments93% 94% (1)%
Industrial99
 93
 6
Office95
 92
 3
Retail96
 97
 (1)
Total97% 94% 3 %
________ 

(1)We calculate stabilized portfolio occupancy as the occupancy of all the properties we own, excluding newly constructed properties that have not yet leased up to 90% since our acquisition of the property.
Average Minimum Base Rent per Occupied Square Foot (1)
Average Minimum Base Rent per Occupied Square Foot (1) December 31, 2022December 31, 2021Change
December 31, 2019 December 31, 2018 Change
Apartments$21.85
 $21.52
 $0.33
Industrial5.71
 5.36
 0.35
Industrial$6.44 $6.28 $0.16 
Office36.92
 43.41
 (6.49)Office32.32 31.72 0.60 
ResidentialResidential24.09 23.15 0.94 
Retail21.36
 20.65
 0.71
Retail24.31 21.10 3.21 
Total$13.26
 $13.86
 $(0.60)Total$14.00 $13.14 $0.86 
________
(1)  Amount calculated as in-place minimum base rent for all occupied space and excludes any straight line rents, tenant recoveries and percentage rent revenues.
(1) Amount calculated as in-place minimum base rent for all occupied space and excludes any straight line rents, tenant recoveries and percentage rent revenues.
Our apartment propertiesindustrial properties' stabilized occupancy rate remained fairly consistentnearly fully occupied from December 31, 20182021 to December 31, 2019.2022. The average minimum base rent per occupied square foot for our industrial properties at December 31, 2022 increased when compared to December 31, 2021, due to higher in place rents of our recent acquisitions, as well as base rent increases in our existing properties.
Our office properties' stabilized occupancy rate decreased slightly from December 31, 2021 to December 31, 2022 primarily due to a lease expiration at Fountainhead Corporate Park. Average minimum base rent increased from December 31, 2021 to December 31, 2022 primarily as a result of recent healthcare acquisitions, which have higher minimum base rents than our average office property.
Our residential properties' stabilized occupancy rate decreased slightly from December 31, 2021 to December 31, 2022. The average minimum base rents per occupied square foot for our apartmentresidential properties at December 31, 20192022 increased slightly when compared to December 31, 2018,2021, primarily due to recent acquisitions as well as overall increases in market rents in 2022 throughout the acquisitions of Stonemeadow Farms and Presley Uptown, which have a higher rent per square foot.segment.
Our industrial property'sretail properties' stabilized occupancy rate increasedremained the same from December 31, 20182021 to December 31, 2019 as a result of successful leasing at Kendall Distribution Center. The average minimum base rents per occupied square foot for our industrial properties at December 31, 2019 increased slightly when compared to December 31, 2018, primarily due to the acquisitions of Fremont Distribution Center, Taunton Distribution Center, and Chandler Distribution Center, which have a higher rent per square foot.
Our office property's occupancy rate increased from December 31, 2018 to December 31, 2019 as a result of the 111 Sutter Street disposition. The average minimum base rent per occupied square foot for our office properties at December 31, 2019 decreased when compared to December 31, 2018, primarily due the disposition of 111 Sutter Street. The leases at 111 Sutter Street had a higher rent per square foot.
Our retail property's occupancy rate remained fairly consistent from December 31, 2018 to December 31, 2019.2022. The average minimum base rents per occupied square foot for our retail properties at December 31, 20192022 increased slightlysignificantly when compared to December 31, 2018,2021, primarily due to contractualbase rent increases across the portfolio.increases.
The stabilized occupancy rate of our properties increasedremained high at 97% across theour overall portfolio from December 31, 20182021 to December 31, 2019, primarily due to successful leasing at Kendall Distribution Center.2022. The average minimum base rent per occupied square foot decreased slightlyincreased from December 31, 20182021 to December 31, 2019,2022, primarily due to the dispositionhigher in place rents of 111 Sutter Street.our recent acquisitions and increase in rental rates in renewed leases.

54

Table of Contents
PRINCIPAL TENANTS
The following table sets forth the top ten tenants of our consolidated properties based on their percentage of annualized minimum base rent as of December 31, 2019:2022:
Tenants Property Line of Business 
Date of Lease
Expiration
 
Lease Renewal
Options
 Annual Minimum Base Rent (1) 
% of
Total
Area
 
% of
Annualized
Minimum
Base Rent (2)
Amazon (3) Monument IV at Worldgate, Pinole Point Distribution Center, Maui Mall & Grand Lakes Marketplace Online Retailer / Grocery Store Various Various $11,709
 4% 7%
Williams Sonoma Pinole Point, Taunton Distribution Center Home Products Retails Various Various 2,835
 3
 2
Musician's Friend Norfleet Distribution Center Online Retailer December 31, 2026 Three 5-year options 2,760
 6
 2
Quanta Computer Fremont Distribution Center Computer Manufacturer August 1, 2025 Two 5-year options 2,563
 2
 2
Mitsubishi Electric Suwanee Distribution Center Electronics Manufacturer July 31, 2023 None 2,520
 5
 2
Summit Medical Group 140 Park Ave. Medical Practice April 30, 2030 Three 5-year options 2,500
 1
 2
Kroger Oak Grove Plaza, Skokie Commons, Montecito Marketplace Grocery Store Various Various 2,470
 2
 2
Fruit of the Earth Grand Prairie Distribution Center Personal Care Products Various Two 5-year options 1,832
 3
 1
The TJX Companies Maui Mall, The District at Howell Mill & Montecito Marketplace Discount Retailer Various Various 1,742
 1
 1
Michelin North America Charlotte Distribution Center Aircraft Tires October 31, 2028 One 5-year option 1,703
 3
 1
Total         $32,634
 30% 22%
TenantsPropertyLine of BusinessDate of Lease
Expiration
Lease Renewal
Options
Annual Minimum Base Rent (1)
% of
Total
Area
% of
Annualized
Minimum
Base Rent (2)
AmazonMonument IV at Worldgate, Pinole Point Distribution Center, Maui Mall & Grand Lakes MarketplaceInternet Web Services / Online Retailer / Grocery StoreVariousVarious$13,180 %%
Williams-SonomaPinole Point Distribution Center, Taunton Distribution Center, West Phoenix Distribution CenterHome Products RetailerVariousVarious8,860 %%
McKesson CorporationLouisville Distribution CenterPharmaceutical DistributorDecember 31, 2030Two 5-year options4,371 %%
Celularity Inc170 Park AveBiotechnology CompanyJanuary 31, 2036Two 5-year options2,834 %%
Summit Medical Group140 Park AveMedical PracticeApril 30, 2030Three 5-year options2,750 <1%%
Quanta ComputerFremont Distribution CenterComputer ManufacturerAugust 31, 2025Two 5-year options2,719 %%
Mitsubishi ElectricSuwanee Distribution CenterHVAC ManufacturerJuly 31, 2028None2,674 %%
Virginia Urology9101 Stony PointMedical PracticeMarch 31, 2035Three 5-year options2,444 <1%%
TJX CompaniesMaui Mall, Milford Crossing, Montecito Marketplace, The District at Howell MillHome Products RetailerVariousVarious2,443 <1%%
Kyocera SLD Laser, Inc.6500 KaiserLED ManufacturerApril 17, 2030None2,272 <1%%
Total$44,547 16 %13 %
________
(1)Annual minimum base rent is calculated as annualized monthly in-place minimum base rent excluding any above- and below-market lease amortization, straight-line rents, tenant recoveries and percentage rent revenues.
(2)Percent of annualized minimum base rent is calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight-line rents, tenant recoveries and percentage rent revenues divided by total annualized minimum base rent.
(3)The lease at Monument IV at Worldgate contains a one-time early termination option whereby the tenant can decrease its leased square footage by up to 108,206 square feet in May 2022. The tenant must provide notice of its intent to reduce its space by August 2021 and pay us certain fees and costs.

(1)Annual minimum base rent is calculated as annualized monthly in-place minimum base rent excluding any above- and below-market lease amortization, straight-line rents, tenant recoveries and percentage rent revenues.

(2)Percent of annualized minimum base rent is calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight-line rents, tenant recoveries and percentage rent revenues divided by total annualized minimum base rent.



55

Table of Contents
PRINCIPAL PROPERTIES
The following table sets forth our top ten consolidated properties based on percentage of annualized minimum base rent as of December 31, 2019:2022:
Properties % of Total Area % of Annualized Minimum Base Rent (1)PropertiesProperty Type% of Total Area
% of Annualized Minimum Base Rent (1)
Monument IV at Worldgate 2% 6%Monument IV at WorldgateOffice%%
Jefferson Lake HowellJefferson Lake HowellResidential
Townlake of CoppellTownlake of CoppellResidential
South San Diego Distribution CenterSouth San Diego Distribution CenterIndustrial
Fountainhead Corporate ParkFountainhead Corporate ParkOffice
180 North Jefferson 2
 5
180 North JeffersonResidential
Lane Park Apartment 2
 4
Genesee Plaza 1
 4
The Penfield 2
 4
Single-Family Rental Portfolio IISingle-Family Rental Portfolio IIResidential
Lane Parke ApartmentsLane Parke ApartmentsResidential
Dylan at Point Loma 2
 4
Dylan at Point LomaResidential
Townlake of Coppell 3
 4
Stonemeadow Farms 2
 3
Jory Trail at the Grove 3
 3
Villas at Legacy 3
 3
Reserve at VeniceReserve at VeniceResidential
Total 22% 40%Total15 %22 %
________
(1)Minimum base rent is calculated as in-place minimum base rent excluding any above- and below-market lease amortization, straight-line rents, tenant recoveries and percentage rent revenues.

(1)Minimum base rent is calculated as in-place minimum base rent excluding any above- and below-market lease amortization, straight-line rents, tenant recoveries and percentage rent revenues.

Item 3.Legal Proceedings.
We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.

Item 4.Mine Safety Disclosures.
Not applicable.

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PART II
 
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

MARKET FOR COMMON EQUITY
We have five classes of common stock authorized as of December 31, 2019, Class A, Class M, Class A-I, Class M-I and Class D. On July 6, 2018, our Second Extended Public Offering was declared effective, pursuant to which we sell to the public shares of Class A, Class M, Class A-I and Class M-I common stock. On March 3, 2015, we commenced a private offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. The fees payable to the Dealer Manager with respect to each outstanding share of each class, as a percentage of NAV, are as follows:
Second Extended Public Offering
Selling Commission
Dealer Manager Fee (1)
Class A Sharesup to 3.0%0.85%
Class M Shares0.30%
Class A-I Sharesup to 1.5%0.30%
Class M-I Shares—%
________
(1)Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.
Private Offering
Selling CommissionDealer Manager Fee
Class D Sharesup to 1.0%—%
The selling commission and dealer manager fee are offering costs and will be recorded as a reduction of capital in excess of par value. Selling commissions are paid on the date of sale of our common stock. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock. For NAV calculation purposes, dealer manger fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Dealer manager fees payable are included in accrued offering costs on our Consolidated Balance Sheets.  Dealer manager fees payable by share class as of December 31, 2019 and 2018 are as follows:
 December 31, 2019 December 31, 2018
Class A Shares$80,215
 $59,257
Class M Shares10,028
 8,163
Class A-I Shares3,207
 3,031
Total$93,450
 $70,451
Our common stock is not currently traded on any exchange, and there is no established public trading market for our common stock. As of March 10, 2020,27, 2023, there were 17,92024,717 stockholders of record of our common stock, including 11,20113,438 holders of Class A, 4,6194,234 holders Class M, 6357 holders Class A-I, 2,0366,987 holders of Class M-I and 1 holder of Class D shares.

NAV per Share
Beginning on October 1, 2012, atAt the end of each day the New York Stock Exchange is open for unrestricted trading, before taking into consideration additional issuances of shares of common stock, repurchases or class-specific expense accruals for that day, any change in our aggregate NAV (whether an increase or decrease) is allocated among each class of shares based on each class's relative percentage of the previous aggregate NAV. Changes in our daily NAV reflect factors including, but not limited to, our portfolio income, interest expense and unrealized/realized gains (losses) on assets, and accruals for the advisory fees. The portfolio income is calculated and accrued on the basis of data extracted from (1) the annual budget for each property, real estate loan investment and at the company level, including organization and offering expenses incurred after commencement of a public offering and certain operating expenses, (2) material, unbudgeted non-recurring income and expense events such as capital expenditures, prepayment penalties, assumption fees, tenant buyouts, lease termination fees and tenant turnover with respect to our properties when our Advisor becomes aware of such events and the relevant information is available and (3) material property acquisitions and dispositions and real estate loans made and repaid occurring during the month. For the first month following a property acquisition, we calculate and accrue portfolio income with respect to such property based on the performance of the property before the acquisition and the contractual arrangements in place at the time of the acquisition, as identified and reviewed through our due diligence and underwriting process in connection with the acquisition. On an ongoing basis, our Advisor adjusts the accruals to reflect actual operating results and to appropriately reflect the outstanding receivable, payable and other account balances resulting from the accumulation of daily accruals for which financial information is available. The daily accrual of portfolio income also includes reimbursements to our Advisor and dealer manager for organization and offering expenses incurred prior to the date the offering commences and paid on our behalf, which we are reimbursing over the 36 months following the date the offering commences. For the purpose of calculating our NAV, all organization and offering costs incurred after the date the offering commences are recognized as expenses when incurred, and acquisition expenses with respect to each acquired property will be amortized on a daily basis over a five year period following the acquisition date.
Following the allocation of income and expenses as described above, NAV for each class is adjusted for additional issuances of common stock, repurchases and class specific expense accruals, such as the dealer manager fee (which will be included in the calculation on a daily basis and not when accrued on the Company'sour financial statements), to determine the current day's NAV. Our share classes may have different expense accruals associated with the advisory fee we pay to our Advisor because the performance component of the advisory fee is calculated separately with respect to each class. At the close of business on the date that is one business day after each record date for any declared distribution, our NAV for each class will be reduced to reflect the accrual of our liability to pay the distribution to our stockholders of record of each class as of the record date. NAV per share for each class is calculated by dividing such class's NAV at the end of each trading day by the number of shares outstanding for that class on such day.
At the beginning of each calendar year, our Advisor develops a valuation plan with the objective of having each of our wholly owned properties valued each quarter by an appraisal. Newly acquired wholly owned properties are initially valued at cost and thereafter become subject to the quarterly appraisal cycle during the quarter following the first full calendar quarter in which we own the property.
The fair value of our wholly owned properties is done using the fair value methodologies detailed within the Financial Accounting Standards Board ("FASB")FASB Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures. Our valuation procedures and our NAV are not subject to GAAP or independent audit. Real estate appraisals are reported on a free and clear basis, excluding any property-level indebtedness that may be in place. We expect the primary methodology used to value properties will be the income approach, whereby value is derived by determining the present value of an asset's stream of future cash flows (for example, discounted cash flow analysis). Consistent with industry practices, the income approach incorporates subjective judgments regarding comparable rental and operating expense data, the capitalization or discount rate and projections of future
57

rent and expenses based on appropriate evidence. Other methodologies that may also be used to value properties include sales comparisons and replacement cost approaches.
A fundamental element of the valuation process, the valuation of our properties, real estate loans and the DST Properties, is managed by our independent valuation advisor, RERC, LLC (formally known asSitusAMC Real Estate Research Corporation),Valuation Services, LLC, a valuation firm selected by our advisor and approved by our board of directors, including a majority of our independent directors. RERC,SitusAMC Real Estate Valuation Services, LLC, founded in 1931, is one of the longest-serving commercial real estate research, valuation and consulting firms in the nation with offices throughout the United States. RERC,SitusAMC Real Estate Valuation Services, LLC is engaged in the business of rendering opinions regarding the value of commercial real estate properties and real estate loans and is not affiliated with us or our advisor. The compensation we pay to our independent valuation advisor is based on the number of properties appraised and is not based on the estimated values of such properties. While our independent valuation advisor is responsible for providing our property valuations, our independent valuation advisor is not responsible for, and does not calculate, our daily NAV. Effective January 1, 2018, our NAV and our NAV per share are calculated by ALPS, Fund Service Inc., ("ALPS"), in accordance with the valuation guidelines established by our board of directors. Our advisor is responsible for reviewing and confirming our NAV, and overseeing the process around the calculation of our NAV, in each case, as performed by ALPS.

Our independent valuation advisor has provided, and is expected to continue to provide, real estate appraisal, appraisal management and real estate valuation advisory services to other clients of our advisor and its affiliates and has received, and is expected to continue to receive, fees in connection with such services. Our independent valuation advisor and its affiliates may from time to time in the future perform other commercial real estate and financial advisory services for other clients of our advisor and its affiliates, so long as such other services do not adversely affect the independence of the independent valuation advisor as certified in the applicable appraisal report.
Properties held through joint ventures are valued in a manner that is consistent with the guidelines described above for wholly-ownedwholly owned properties. Once the value of a property held by the joint venture is determined by an independent appraisal, the value of our interest in the joint venture would then be determined by applying the distribution provisions of the applicable joint venture agreements to the value of the underlying property held by the joint venture.
The DST Properties included in a DST offering will be valued at cost until the quarterly appraisal cycle during the quarter following the first full calendar quarter in a manner thatwhich the DST Property is consistent withowned, and thereafter will be valued before the commencement of the DST offering for purposes of determining the price for beneficial interests in the DST Properties in such DST offering regardless of the valuation schedule otherwise applicable pursuant to the valuation guidelines, described above for wholly owned properties but without regard forand no subsequent valuation of such DST Properties will be performed until the master leaseearlier of (i) ninety days from the date of the last closing on the DST offering and FMV Option, and such(ii) one year from the commencement of the DST offering. Such values will be included in our or our operating partnership’s NAV calculation only to the extent of our or our operating partnership’s interest in such DST Properties. In addition, the cash received or a loan made in exchange for the sale of interests in a DST Property will be valued as our assets. The Advisor may modify the timing of the valuation of a DST Property to accommodate the timing of our purchase option under the DST Program, regardless of the valuation schedule otherwise applicable pursuant to our valuation guidelines. A DST Property acquired by us pursuant to our purchase option will continue being valued on the same cycle following our exercise of the purchase option.
Real estate-related assets that we own or may acquire include debt and equity interests backed principally by real estate, such as the common and preferred stock of publicly traded real estate companies, commercial mortgage-backed securities, mortgage loans and participationsparticipation in mortgage loans (i.e. A-Notes and B-Notes) and mezzanine loans. In general, real estate-related assets are valued according to the procedures specified below upon acquisition or issuance and then quarterly, or in the case of liquid securities, daily, as applicable, thereafter.
Publicly traded debt and real estate-related equity securities (such as bonds and shares issued by listed REITs) that are not restricted as to salability or transferability are valued by our Advisor on the basis of publicly available information provided by third parties. Generally, the third parties will rely on the price of the last trade of such securities that was executed at or prior to closing on the valuation day or, in the absence of such trade, the last “bid” price. Our Advisor may adjust the value of publicly traded debt and real estate-related equity securities that are restricted as to salability or transferability for a liquidity discount. In determining the amount of such discount, consideration will be given to the nature and length of such restriction and the relative volatility of the market price of the security.
Investments in privately placed debt instruments and securities of real estate-related operating businesses (other than joint ventures), such as real estate development or management companies, are valued by our Advisor at cost (purchase price plus all related acquisition costs and expenses, such as legal fees and closing costs) and thereafter will be revalued each quarter at fair value. In evaluating the fair value of our interests in certain commingled investment vehicles (such as private real estate funds), values periodically assigned to such interests by the respective issuers, broker-dealers or managers may be relied upon. Our
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board of directors may retain additional independent valuation firms to assist with the valuation of our private real estate-related assets.
Individual investments in private mortgages, mortgage participations and mezzanine loans are valued by our Advisor at our acquisition cost and may be revalued by our Advisor from time to time. Revaluations of mortgages reflect the changes in value of the underlying real estate, with anticipated sale proceeds (estimated cash flows) discounted to their present value using a discount rate based on current market rates.
Liquid non-real estate-related assets include credit rated government and corporate debt securities, publicly traded equity securities and cash and cash equivalents. Liquid non-real estate-related assets are valued daily by our Advisor.
Our liabilities include the fees payable to our Advisor and dealer manager, accounts payable, accrued operating expenses, property-level mortgages, any portfolio-level credit facilities and other liabilities. All liabilities are valued at cost. Costs and expenses that relate to a particular loan will be amortized over the life of the loan. We allocate the financing costs and expenses incurred in connection with obtaining multiple loans that are not directly related to any single loan among the applicable loans, generally pro rata based on the amount of proceeds from each loan. Liabilities allocable to a specific class of shares are only included in the NAV calculation for that class. For non-recourse, property-level mortgages that exceed the value of the underlying property, we assume a value of zero for purposes of the property and the mortgage in the determination of our NAV.

NAV as of December 31, 20192022
The following table presents our historical NAV per share as of each date indicated below:
  NAV per Share
Quarter Ended Class A Class M Class A-I Class M-I Class D
December 31, 2019 $12.22
 $12.24
 $12.25
 $12.25
 $12.23
September 30, 2019 12.12
 12.14
 12.15
 12.15
 12.13
June 30, 2019 12.16
 12.18
 12.19
 12.18
 12.17
March 31, 2019 12.12
 12.14
 12.14
 12.14
 12.12
December 31, 2018 12.10
 12.12
 12.13
 12.13
 12.11
September 30, 2018 11.90
 11.93
 11.93
 11.93
 11.92
June 30, 2018 11.79
 11.82
 11.82
 11.82
 11.81
March 31, 2018 11.72
 11.75
 11.76
 11.76
 11.74
NAV per Share
Quarter EndedClass AClass MClass A-IClass M-IClass D
December 31, 2022$14.37 $14.39 $14.40 $14.38 $14.36 
September 30, 202214.90 14.93 14.94 14.92 14.90 
June 30, 202214.85 14.88 14.89 14.87 14.85 
March 31, 202214.73 14.76 14.77 14.76 14.74 
December 31, 202113.56 13.58 13.59 13.58 13.57 
September 30, 202112.71 12.73 12.75 12.74 12.72 
June 30, 202112.07 12.09 12.10 12.10 12.08 
March 31, 202111.81 11.83 11.84 11.84 11.82 
The increase in NAV from December 31, 20182021 to December 31, 20192022 is primarily related to an overall 2.0%5.5% increase in the values of our properties during 2019.2022.
The following table provides a breakdown of the major components of our NAV per share as of December 31, 2019:2022:
 December 31, 2019December 31, 2022
Component of NAV Class A Class M Class A-I Class M-I Class D TotalComponent of NAVClass AClass MClass A-IClass M-IClass DTotal
Real estate investments(1)
 $1,552,723
 $689,964
 $197,282
 $399,430
 $87,543
 $2,926,942
Real estate investments(1)
$2,554,496 $589,026 $111,544 $2,155,728 $67,936 $5,478,730 
Debt (509,806) (226,536) (64,774) (131,145) (28,743) (961,004)Debt(968,627)(223,350)(42,296)(817,420)(25,760)(2,077,453)
Other assets and liabilities, net 32,375
 14,386
 4,114
 8,328
 1,825
 61,028
Other assets and liabilities, net46,871 10,808 2,047 39,554 1,246 100,526 
Estimated enterprise value premium None assumed
 None assumed
 None assumed
 None assumed
 None assumed
 None assumed
Estimated enterprise value premiumNone assumedNone assumedNone assumedNone assumedNone assumedNone assumed
NAV $1,075,292
 $477,814
 $136,622
 $276,613
 $60,625
 $2,026,966
NAV$1,632,740 $376,484 $71,295 $1,377,862 $43,422 $3,501,803 
Number of outstanding shares 88,007,721
 39,036,770
 11,153,567
 22,589,599
 4,957,915
  Number of outstanding shares113,645,166 26,170,260 4,950,208 95,803,409 3,023,025 
NAV per share $12.22
 $12.24
 $12.25
 $12.25
 $12.23
  NAV per share$14.37 $14.39 $14.40 $14.38 $14.36 
________
(1)The value of our real estate investments was greater than the historical cost by approximately 9.4% as of December 31, 2019.
(1)The value of our real estate investments was greater than the historical cost by approximately 14.6% as of December 31, 2022.

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The following table provides a breakdown of the major components of our NAV per share as of December 31, 2018:2021:
 December 31, 2018December 31, 2021
Component of NAV Class A Class M Class A-I Class M-I Class D TotalComponent of NAVClass AClass MClass A-IClass M-IClass DTotal
Real estate investments(1)
 $1,364,829
 $765,577
 $212,971
 $187,080
 $120,287
 $2,650,744
Real estate investments(1)
$2,307,210 $842,232 $216,341 $1,217,062 $173,358 $4,756,203 
Debt (517,004) (290,004) (80,674) (70,867) (45,565) (1,004,114)Debt(988,699)(360,918)(92,708)(521,543)(74,289)(2,038,157)
Other assets and liabilities, net 13,805
 7,743
 2,154
 1,892
 1,216
 26,810
Other assets and liabilities, net37,998 13,871 3,563 20,044 2,856 78,332 
Estimated enterprise value premium None assumed
 None assumed
 None assumed
 None assumed
 None assumed
 None assumed
Estimated enterprise value premiumNone assumedNone assumedNone assumedNone assumedNone assumedNone assumed
NAV $861,630
 $483,316
 $134,451
 $118,105
 $75,938
 $1,673,440
NAV$1,356,509 $495,185 $127,196 $715,563 $101,925 $2,796,378 
Number of outstanding shares 71,187,722
 39,869,130
 11,083,034
 9,738,086
 6,270,479
  Number of outstanding shares100,038,362 36,458,191 9,356,309 52,676,693 7,513,281 
NAV per share $12.10
 $12.12
 $12.13
 $12.13
 $12.11
  NAV per share$13.56 $13.58 $13.59 $13.58 $13.57 
________
(1)
(1)     The value of our real estate investments was greater than the historical cost by approximately 10.0% as of December 31, 2018.


The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments was greater than the historical cost by approximately 3.6% as of December 31, 2019:2021.
  Apartment Industrial Office Retail 
Other (1)
 
Total
Company
Exit capitalization rate 5.21% 5.53% 5.56% 5.56% 6.25% 5.45%
Discount rate/internal rate of return (IRR) 6.46
 6.14
 6.31
 6.30
 7.89
 6.33
Annual market rent growth rate 3.10
 3.02
 2.93
 3.02
 3.30
 3.03
Holding period (years) 10.00
 10.00
 10.00
 10.00
 21.95
 10.16
________
(1)Other includes two standalone parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over the remaining term and therefore does not utilize an exit capitalization rate.
The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of December 31, 2018:2022:
 Apartment Industrial Office Retail 
Other (1)
 
Total
Company
HealthcareIndustrialOfficeResidentialRetail
Other (1)
Total
Company
Exit capitalization rate 5.34% 5.66% 5.76% 5.61% 6.25% 5.60%Exit capitalization rate5.3 %4.7 %5.9 %4.8 %5.5 %6.5 %4.9 %
Discount rate/internal rate of return (IRR) 6.53
 6.24
 6.36
 6.30
 7.89
 6.38
Discount rate/internal rate of return (IRR)6.4 6.2 6.9 6.3 6.7 7.9 6.4 
Annual market rent growth rate 3.01
 3.01
 2.94
 3.05
 3.30
 3.02
Annual market rent growth rate3.0 3.3 2.7 3.3 2.9 3.1 3.2 
Holding period (years) 10.00
 10.00
 10.00
 10.00
 22.39
 10.18
Holding period (years)10.0 10.0 10.0 10.0 10.0 21.0 10.1 
________
(1)Other includes two standalone parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over the remaining term and therefore does not utilize an exit capitalization rate.
(1)    Other includes two standalone parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.
The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of December 31, 2021:
HealthcareIndustrialOfficeResidentialRetail
Other (1)
Total
Company
Exit capitalization rate5.3 %4.6 %5.8 %4.5 %5.5 %6.3 %4.9 %
Discount rate/internal rate of return (IRR)6.2 5.6 6.4 5.9 6.4 7.8 6.0 
Annual market rent growth rate3.0 3.3 2.6 3.3 2.7 3.1 3.1 
Holding period (years)10.0 10.0 10.0 10.0 10.0 21.8 10.1 
________
(1)    Other includes two standalone parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.
While we believe our assumptions are reasonable, a change in these assumptions would impact the calculation of the value of our real estate investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our real estate investment value:
InputDecember 31, 2022December 31, 2021
Discount Rate - weighted average0.25% increase(1.8)%(1.7)%
Exit Capitalization Rate - weighted average0.25% increase(3.0)(2.8)
Annual market rent growth rate - weighted average0.25% decrease(1.4)(1.2)

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Input   December 31, 2019 December 31, 2018
Discount Rate - weighted average 0.25% increase (2.0)% (1.9)%
Exit Capitalization Rate - weighted average 0.25% increase (2.8) (2.7)
Annual market rent growth rate - weighted average 0.25% decrease (1.5) (1.4)
The following table reconciles stockholders' equity per our Consolidated Balance Sheet to our NAV:
December 31, 2022
Stockholders' equity under GAAP$2,096,097 
Adjustments:
Accrued dealer manager fees (1)
182,152 
Organization and offering costs (2)
508 
Unrealized real estate appreciation (3)
681,041 
Accumulated depreciation, amortization and other (4)
542,005 
NAV$3,501,803 
________
(1)    Accrued dealer manager fees represents the accrual for future dealer manager fees for Class A, Class M and Class A-I shares. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock as an offering cost.  For NAV calculation purposes, dealer manger fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee.
(2)    The Advisor agreed to advance organization and offering costs on our behalf through December 21, 2021. Such costs will be reimbursed to the Advisor ratably over 36 months through December 20, 2024. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For NAV, such costs will be recognized as a reduction to NAV ratably over 36 months.
(3)    Our investments in real estate are presented under historical cost in our GAAP Consolidated Financial Statements. As such, any increases in the fair market value of our investments in real estate are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate are recorded at fair value.
(4)    We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV. Additionally, we make other fair value adjustments to our NAV to account for differences with historical cost GAAP, an example would be straight-line rent revenue.
Limitations and Risks
As with any valuation methodology, our methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Our valuation methodology may not result in the determination of the fair value of our net assets as our mortgage notes and other debt payable are valued at cost. Different parties with different assumptions and estimates could derive a different NAV per share.
Accordingly, with respect to our NAV per share, we can provide no assurance that:

a stockholder would be able to realize this NAV per share upon attempting to resell his or her shares;
we would be able to achieve for our stockholders the NAV per share upon a listing of our shares of common stock on a national securities exchange, selling our real estate portfolio, or merging with another company; or
the NAV per share, or the methodologies relied upon to estimate the NAV per share, will be found by any regulatory authority to comply with any regulatory requirements.
Furthermore, the NAV per share was calculated as of a particular point in time. The NAV per share will fluctuate over time in response to, among other things, changes in real estate market fundamentals, capital markets activities and attributes specific to the properties and leases within our portfolio.

REGISTERED SALES OF EQUITY SECURITIES

On July 6, 2018, our Second Extended Public Offering was declared effective by the SEC (Commission File No. 333-222533), registering up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We reserve the right to terminate the Second Extended Public Offering at any time and to extend the Second Extended Public Offering term to the extent permissible under applicable law. From July 6, 2018 through December 31, 2019, we had raised gross proceeds from the sale of shares of Class A, Class M, Class A-I and Class M-I common stock in the Second Extended Public Offering of $235,114, $58,729, $2,858 and $174,465, respectively.
We intend to use the net proceeds from our offerings, which are not used to pay the fees and other expenses attributable to our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and guidelines, (2) reduce borrowings and repay indebtedness incurred under various financing instruments and (3) fund repurchases under our share repurchase plan.
The per share purchase price for shares sold in our offerings varies from day-to-day and, on each day, equaled our NAV per share for each class of common stock, plus, for Class A and Class A-I shares, applicable selling commissions. The Dealer Manager, continues to serve as the dealer manager for the Second Extended Public Offering.
From July 6, 2018 through December 31, 2019, we recognized selling commissions, dealer manager fees and organization and other offering costs in our Second Extended Public Offering in the amounts set forth below:
Selling commissions and dealer manager fees$4,559
Other organization and offering costs8,934
Total expenses13,493
Total public offering proceeds (excluding DRIP proceeds)471,166
Percentage of public offering proceeds used to pay for other organization and offering costs1.90%
From July 6, 2018 through December 31, 2019, the net offering proceeds to us from the sale of Class A, Class M, Class A-I and Class M-I shares in the Second Extended Public Offering, after deducting the total expenses incurred as described above, were approximately $226,639, $57,445, $2,771 and $171,159, respectively. As of December 31, 2019, net proceeds from our Second Extended Public Offering have been allocated to purchase interests in real estate of $429,064 and to reduce borrowings by $15,457.
For the year ended December 31, 2019, we have raised $50,309 from the sale of shares pursuant to our distribution reinvestment plan, including $30,391 from the sale of 2,499,634 Class A shares, $11,388 from the sale of 934,347 Class M shares, $3,577 from the sale of 293,449 Class A-I shares, $4,952 from the sale of 406,114 Class M-I shares.
As of December 31, 2019, 88,007,721 shares of Class A common stock, 39,036,770 shares of Class M common stock, 11,153,567 shares of Class A-I common stock, 22,589,599 shares of Class M-I common stock, and 4,957,915 shares of Class D common stock were outstanding and held by a total of 17,246 stockholders.
UNREGISTERED SALES OF EQUITY SECURITIES
On March 3, 2015, we commenced the Follow-on Private Offering of up to $350,000 in shares of our Class D common stock with indefinite duration. As of December 31, 2019,2022, we have raised aggregate gross proceeds from the sale of 6,156,3508,711,716 Class D shares in our Follow-on Private Offering of $68,591.$98,188. The shares of common stock issued in the Private Offering were issued in transactions exempt from registration under the Securities Act pursuant to Rule 506 of Regulation D promulgated under the Securities Act because the purchasers are accredited investors within the meaning of Regulation D under the Securities Act. The Dealer Manager also serves as the dealer manager for the Follow-on Private Offering. No commissions were paid with respect to the placement of shares in connection with the Follow-on Private Offering.


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ISSUER PURCHASES OF EQUITY SECURITIES

Share Repurchase Plan
We adopted a share repurchase plan whereby on a daily basis stockholders may request we repurchase all or a portion of their shares of common stock at that day's NAV per share. The share repurchase plan is subject to a one-year holding period, with certain exceptions, and limited to 5% of NAV per quarter. To date, we have neither deferred nor rejected any request for repurchase under our share repurchase plan. All redemptions were paid out from offering proceeds. We have made repurchases according to our share repurchase plan as following:
Year ending December 31, 
Shares of
Class A
Common Stock
 
Shares of
Class M
Common Stock
 
Shares of
Class A-I
Common Stock
 
Shares of
Class M-I
Common Stock
 
Shares of
Class D
Common Stock
 Total Dollar of Repurchases
2017 3,785,034
 2,316,084
 2,391,087
 684,725
 431,779
 110,288
2018 2,579,302
 2,133,312
 184,730
 513,111
 1,261,235
 79,177
2019 3,271,008
 4,889,772
 453,781
 73,227
 1,312,564
 121,822
During the quarter ended December 31, 2019,2022, we fulfilled 100% of redemption requests and repurchased shares of our common stock pursuant to our share repurchase plan as follows:
Period  Total Number of Shares Redeemed Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Pursuant to the Plan (1)
October 1-October 31, 2019 515,438 $12.14 515,438 
November 1-November 30, 2019 331,359 12.19 331,359 
December 1-December 31, 2019 3,034,363 12.30 3,034,363 
Period  Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Pursuant to the Plan (1)
October 1-October 31, 20222,472,661$14.922,472,661
November 1-November 30, 20222,546,30514.862,546,305
December 1-December 31, 20222,279,62014.612,279,620
________
(1)
(1)    Redemptions are limited as described above. 
DIVIDEND POLICY
To comply with current tax laws necessary to qualify as a REIT, we expect to distribute at least 90% of our taxable income to our stockholders. Accordingly, we currently intend to make distributions to our stockholders in amounts sufficient to maintain our qualification as a REIT. Before payment of any distribution, we must have cash available after payment of both operating requirements and scheduled debt service on mortgages and loans payable. The declaration of distributions is at the discretion of our board of directors, which decision is made from time to time based on then prevailing circumstances.
Our board of directors and the Advisor will periodically review the dividend policy to determine the appropriateness of our distribution rate relative to our current and forecasted cash flows.


Distributions
The distributions declared per share for each of our classes of common stock for the years ended December 31, 2019, 2018 and 2017 were as follows:
  Distributions Distributions Paid (1)
Record Date Declared Class A Class M Class A-I Class M-I Class D
3/28/2019 $0.13500
 $0.11216
 $0.12662
 $0.12653
 $0.13500
 $0.13500
6/27/2019 0.13500
 0.11214
 0.12643
 0.12653
 0.13500
 0.13500
9/27/2019 (2)
 0.17500
 0.15184
 0.16642
 0.16660
 0.17500
 0.17500
12/30/2019 0.13500
 0.11189
 0.12600
 0.12674
 0.13500
 0.13500
Total $0.58000
 $0.48803
 $0.54547
 $0.54640
 $0.58000
 $0.58000
             
  Distributions Distributions Paid (1)
Record Date Declared Class A Class M Class A-I Class M-I Class D
3/28/2018 $0.13000
 $0.10170
 $0.12175
 $0.12168
 $0.12867
 $0.13000
6/28/2018 0.13000
 0.10687
 0.12159
 0.12163
 0.13000
 0.13000
9/27/2018 0.13000
 0.10673
 0.12149
 0.12155
 0.13000
 0.13000
12/28/2018 0.13000
 0.10652
 0.12141
 0.12145
 0.13000
 0.13000
Total $0.52000
 $0.42182
 $0.48624
 $0.48631
 $0.51867
 $0.52000
             
  Distributions Distributions Paid (1)
Record Date Declared Class A Class M Class A-I Class M-I Class D
3/30/2017 $0.12500
 $0.09699
 $0.11684
 $0.11686
 $0.12366
 $0.12500
6/29/2017 0.12500
 0.09660
 0.11677
 0.11607
 0.12365
 0.12500
9/28/2017 0.12500
 0.09623
 0.11663
 0.11649
 0.12361
 0.12500
12/28/2017 0.12500
 0.09615
 0.11655
 0.11643
 0.12364
 0.12500
Total $0.50000
 $0.38597
 $0.46679
 $0.46585
 $0.49456
 $0.50000
________
(1)Distributions paid are net of dealer manager fees applicable to each share class.
(2)Includes a special dividend of $.04 per share.

On March 3, 2020, our board of directors declared a quarterly dividend of $0.135 per share for the first quarter of 2020. The distribution will be paid on or around March 30, 2020 to stockholders of record as of March 25, 2020. Stockholders will receive $0.135 per share less applicable class-specific fees. There is no guarantee that we will continue to pay distributions at this rate in the future, or at all.
Year Distributions Declared Per Share Total Distributions Declared Annualized Rate of Return (1)
2017 $0.50
 $57,494
 4.28%
2018 0.52
 61,969
 4.25
2019 0.58
 80,159
 4.69
________
(1)Annualized rate of return calculated using the weighted average NAV of our common stock as of December 31, 2019.


SOURCES OF DISTRIBUTIONS
The following table summarizes our distributions paid over the last three fiscal years:
For the Year Ended December 31,
202220212020
Distributions:
Paid in cash$41,553 $33,070 $35,719 
Reinvested in shares75,574 59,133 66,990 
Total distributions117,127 92,203 102,709 
Source of distributions:
Cash flow from operating activities60,503 87,349 62,354 
Cash flow from investing activities56,624 4,854 40,355 
Total sources of distributions$117,127 $92,203 $102,709 
 For the Year Ended December 31,
 2019 2018 2017
Distributions:     
Paid in cash$25,802
 $20,630
 $19,002
Reinvested in shares50,308
 39,733
 38,814
Total distributions76,110
 60,363
 57,816
Source of distributions:     
Cash flow from operating activities62,702
 59,393
 57,816
Cash flow from investing activities13,408
 970
 
Total sources of distributions$76,110
 $60,363
 $57,816


The following table summarizes our distributions paid for each quarter of the last fiscal year:
62

 For the three months ended
 December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019
Paid in cash$8,618
 $6,091
 $5,363
 $5,730
Reinvested in shares16,734
 11,825
 11,266
 10,483
Total distributions$25,352
 $17,916
 $16,629
 $16,213
        
Net cash provided by operating activities$12,477
 $22,563
 $15,813
 $11,849
Funds from operations (1)
20,269
 15,950
 13,311
 15,152
Total net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc.1,042
 (4,882) (2,963) 106,736
________
(1)See Item 6 below for a reconciliation of net income to funds from operations.
Distribution Reinvestment Plan
Our distribution reinvestment plan allows stockholders to elect to have their cash distributions reinvested in additional sharesTable of our common stock at the NAV per share on the distribution date. For the year ended December 31, 2017, we issued 3,401,011 shares of common stock for $38,814 under the distribution reinvestment plan. For the year ended December 31, 2018, we issued 3,363,570 shares of common stock for $39,733 under the distribution reinvestment plan. For the year ended December 31, 2019, we issued 4,133,544 shares of common stock for $50,309under the distribution reinvestment plan.Contents

Tax Treatment of Distributions
For the year ended December 31, 2019, we paid distributions to stockholders of $76,110. For income tax purposes, 100% of the distributions paid in 2019, will be characterized as long-term capital gain. The distribution declared on November 7, 2019, paid on February 1, 2020, will be a 2020 tax event and is not reflected in the 2019 tax allocation.
The table below summarizes the income tax treatment of distributions paid to Class A stockholders during the year ended December 31, 2019:
Record Date Payment Date 
Net Distribution per share (1)
 Ordinary Income 
Capital Gain Income (2)
 Return of Capital Unrecaptured Section 1250 Gains
12/28/2018 2/1/2019 $0.10652
 $
% $0.10652
100% $
% $0.03711
3/28/2019 5/1/2019 0.11216
 

 0.11216
100
 

 0.03908
6/27/2019 8/1/2019 0.11214
 

 0.11214
100
 

 0.03907
9/27/2019 11/1/2019 0.15184
 

 0.15184
100
 

 0.05290
Total   $0.48266
 $
% $0.48266
100% $
% $0.16816
________
(1)Distributions per share are net of dealer manager fees of 0.85%.
(2)Distributions of Capital Gain Income include 34.84% of Unrecaptured Section 1250 Gain.
The table below summarizes the income tax treatment of distributions paid to Class M stockholders during the year ended December 31, 2019:
Record Date Payment Date 
Net Distribution per share (1)
 Ordinary Income 
Capital Gain Income (2)
 Return of Capital Unrecaptured Section 1250 Gains
12/28/2018 2/1/2019 $0.12141
 $
% $0.12141
100% $
% $0.04230
3/28/2019 5/1/2019 0.12662
 

 0.12662
100
 

 0.04411
6/27/2019 8/1/2019 0.12643
 

 0.12643
100
 

 0.04405
9/27/2019 11/1/2019 0.16642
 

 0.16642
100
 

 0.05798
Total   $0.54088
 $
% $0.54088
100% $
% $0.18844
________
(1)Distributions per share are net of dealer manager fees of 0.30% of NAV.
(2)Distributions of Capital Gain Income include 34.84% of Unrecaptured Section 1250 Gain.
The table below summarizes the income tax treatment of distributions paid to Class A-I stockholders during the year ended December 31, 2019:
Record Date Payment Date 
Net Distribution per share (1)
 Ordinary Income 
Capital Gain Income (2)
 Return of Capital Unrecaptured Section 1250 Gains
12/28/2018 2/1/2019 $0.12145
 $
% $0.12145
100% $
% $0.04231
3/28/2019 5/1/2019 0.12653
 

 0.12653
100
 

 0.04408
6/27/2019 8/1/2019 0.12653
 

 0.12653
100
 

 0.04408
9/27/2019 11/1/2019 0.16660
 

 0.16660
100
 

 0.05804
Total   $0.54111
 $
% $0.54111
100% $
% $0.18851
________
(1)Distributions per share are net of dealer manager fees of 0.30% of NAV.
(2)Distributions of Capital Gain Income include 34.84% of Unrecaptured Section 1250 Gain.

The table below summarizes the income tax treatment of distributions paid to Class M-I stockholders during the year ended December 31, 2019:
Record Date Payment Date Net Distribution per share Ordinary Income 
Capital Gain Income (1)
 Return of Capital Unrecaptured Section 1250 Gains
12/28/2018 2/1/2019 $0.13000
 $
% $0.13000
100% $
% $0.04529
3/28/2019 5/1/2019 0.13500
 

 0.13500
100
 

 0.04703
6/27/2019 8/1/2019 0.13500
 

 0.13500
100
 

 0.04703
9/27/2019 11/1/2019 0.17500
 

 0.17500
100
 

 0.06097
Total   $0.57500
 $
% $0.57500
100% $
% $0.20032
________
(1)Distributions of Capital Gain Income include 34.84% of Unrecaptured Section 1250 Gain.
The table below summarizes the income tax treatment of distributions paid to Class D stockholders during the year ended December 31, 2019:
Record Date Payment Date Net Distribution per share Ordinary Income 
Capital Gain Income (1)
 Return of Capital Unrecaptured Section 1250 Gains
12/28/2018 2/1/2019 $0.13000
 $
% $0.13000
100% $
% $0.04529
3/28/2019 5/1/2019 0.13500
 

 0.13500
100
 

 0.04703
6/27/2019 8/1/2019 0.13500
 

 0.13500
100
 

 0.04703
9/27/2019 11/1/2019 0.17500
 

 0.17500
100
 

 0.06097
Total   $0.57500
 $
% $0.57500
100% $
% $0.20032
________
(1)Distributions of Capital Gain Income include 34.84% of Unrecaptured Section 1250 Gain.


Performance Graph (Dollars in whole dollars)
The following graph is a comparison of the cumulative return of our shares of Class M-I common stock (post leverage and fees), the Standard and Poor’s 500 Index (“S&P 500”) and the National Counsel of Real Estate Investment Fiduciaries Fund Index-Open-End Diversified Core Equity (“ODCE”). The graph assumes that $100 was invested on January 1, 20152018 in each of our shares of Class M-I common stock, the S&P 500 Index and the ODCE, assuming that all dividends were reinvested without the payment of any commissions. We currently have Class A, Class M, Class A-I, Class M-I and Class D shares of common stock outstanding. There can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below.
chart-b39035dce5d65016964a03.jpg

jllipt-20221231_g5.jpg
*The ODCE is a capitalization-weighted, time weighted index of open-end core real estate funds reported net of fees. The term core typically reflects lower risk investment strategies, utilizing low leverage and generally represented by equity ownership positions in stable U.S. operating properties. Funds are weighted by capitalization, so larger funds have a greater impact on index returns. While funds used in this benchmark typically target institutional investors and have characteristics that differ from the Company (including differing fees), we feel that the ODCE is an appropriate and accepted index for the purpose of evaluating returns on investments in direct real estate funds. Investors cannot invest in this index. The Company has the ability to utilize higher leverage than is allowed for the funds in this index, which could increase the Company’s volatility relative to the index.


Item 6.Reserved
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Table of Contents
Item 6.7.SelectedManagement’s Discussion and Analysis of Financial Data.Condition and Results of Operations.
Management Overview
The following table sets forthManagement’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our selectedresults of operations and financial and operating data oncondition. This MD&A is provided as a historical basis. The following datasupplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations includedto the consolidated financial statements appearing elsewhere in this Form 10-K. All references to numbered Notes are to specific notes to our consolidated financial statements beginning on page F-1 of this Form 10-K, and the descriptions referred to are incorporated into the applicable portion of this section by reference. References to “base rent” in this Form 10-K refer to cash payments made under the relevant lease(s), excluding real estate taxes and certain property operating expenses that are paid by us and are recoverable under the relevant lease(s) and exclude adjustments for straight-line rent revenue and above- and below-market lease amortization.
The discussions surrounding our Consolidated Properties refer to our wholly or majority owned and controlled properties, which as of December 31, 2022 were comprised of:
Industrial
Kendall Distribution Center,
Suwanee Distribution Center,
Grand Prairie Distribution Center,
Charlotte Distribution Center,
DFW Distribution Center,
O'Hare Industrial Portfolio,
Tampa Distribution Center,
Aurora Distribution Center,
Valencia Industrial Portfolio,
Pinole Point Distribution Center,
Mason Mill Distribution Center,
Fremont Distribution Center,
3324 Trinity Boulevard,
Taunton Distribution Center,
Chandler Distribution Center,
Forth Worth Distribution Center (acquired in 2020),
Whitestown Distribution Center (acquired in 2020),
Louisville Distribution Center (acquired in 2021),
Southeast Phoenix Distribution Center (acquired in 2021),
Louisville Airport Distribution Center (acquired in 2021),
237 Via Vera Cruz (acquired in 2021),
4211 Starboard (acquired in 2021),
13500 Danielson Street (acquired in 2021),
5 National Way (acquired in 2021),
47 National Way (acquired in 2021),
Friendship Distribution Center (acquired in 2021),
South San Diego Distribution Center (acquired in 2021),
1755 Britannia Drive (acquired in 2021),
2451 Bath Road (acquired in 2021),
687 Conestoga Parkway (acquired in 2021),
2840 Loker Avenue (acquired in 2021),
15890 Bernardo Center Drive (acquired in 2021),
Northeast Atlanta Distribution Center (acquired in 2022),
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Table of Contents
  Year ended December 31,
  2019 2018 2017 2016 2015
Operating Data:          
Total revenues $174,279
 $170,512
 $164,734
 $131,859
 $93,230
Net income 100,002
 25,604
 22,894
 5,540
 18,351
Net income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted:          
Class A $0.66
 $0.19
 $0.17
 $0.05
 $0.20
Class M 0.66
 0.19
 0.16
 0.05
 0.20
Class A-I 0.66
 0.19
 0.17
 0.05
 0.20
Class M-I 0.66
 0.18
 0.16
 0.05
 0.18
Class D 0.66
 0.18
 0.16
 0.05
 0.17
Weighted average shares outstanding 151,179,459
 135,051,377
 134,507,458
 106,916,148
 61,237,711
Cash distributions declared per common share $0.58
 $0.52
 $0.50
 $0.49
 $0.48
           
Other Data:          
Funds from operations attributable to Jones Lang LaSalle Income Property Trust, Inc.(1)
 $64,682
 $65,202
 $69,144
 $49,657
 $26,226
Funds from operations per share–basic and diluted(1)
 $0.43
 $0.48
 $0.51
 $0.46
 $0.43
           
  December 31,
  2019 2018 2017 2016 2015
Balance Sheet Data:          
Total assets $2,531,509
 $2,196,594
 $2,197,107
 $2,074,633
 $1,319,778
Total mortgage notes and other debt payable(2)
 836,818
 818,095
 879,022
 695,613
 485,178
Total equity 1,498,757
 1,187,292
 1,178,257
 1,234,541
 745,490
West Phoenix Distribution Center (acquired in 2022), and
________Puget Sound Distribution Center (acquired in 2022).

Office
Monument IV at Worldgate,
140 Park Avenue,
San Juan Medical Center,
Genesee Plaza,
Fountainhead Corporate Park (acquired in 2020),
170 Park Avenue (acquired in 2021),
9101 Stony Point Drive (acquired in 2021),
North Tampa Surgery Center (acquired in 2021),
Durham Medical Office (acquired in 2021),
1203 SW 7 Highway (acquired in 2021),
8600 NE 82nd Street (acquired in 2021),
South Reno Medical Center (acquired in 2021),
Roeland Park Medical Office (acquired in 2021),
Sugar Land Medical Office (acquired in 2021),
Cedar Medical Center (acquired in 2022),
North Boston Medical Center (acquired in 2022),
North Charlotte Medical Center (acquired in 2022),
Grand Rapids Medical Center (acquired in 2022),
Glendale Medical Center (acquired in 2022),
6300 Dumbarton Circle (acquired in 2022),
6500 Kaiser Drive (acquired in 2022), and
Greater Sacramento Medical Center (acquired in 2022).

Residential
Townlake of Coppell,
AQ Rittenhouse,
Lane Parke Apartments,
Dylan Point Loma,
The Penfield,
180 North Jefferson,
Jory Trail at the Grove,
The Reserve at Johns Creek Walk,
Villas at Legacy,
Stonemeadow Farms,
Summit at San Marcos,
Presley Uptown,
Princeton North Andover (acquired in 2021),
The Preserve at the Meadows (acquired in 2021),
The Rockwell (acquired in 2021),
Miramont Apartments (acquired in 2021),
Pinecone Apartments (acquired in 2021),
The Reserve at Venice (acquired in 2021),
Woodside Trumbull (acquired in 2021),
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Table of Contents
Jefferson Lake Howell (acquired in 2022),
Oak Street Lofts (acquired in 2022),
Molly Brook on Belmont (acquired in 2022), and
Single-Family Rental Portfolio II (acquired in 2022).

Retail
The District at Howell Mill,
Grand Lakes Marketplace,
Rancho Temecula Town Center,
Skokie Commons,
Whitestone Market,
Maui Mall,
Silverstone Marketplace,
Kierland Village Center,
Timberland Town Center,
Montecito Marketplace,
Milford Crossing (acquired in 2020),
Patterson Place (acquired in 2022),
Silverado Square (acquired in 2022), and
Woodlawn Point (acquired in 2022).

Other
South Beach Parking Garage.

Sold Properties
24823 Anza Drive (sold in 2020),
South Seattle Distribution Center (sold in 2021),
Norfleet Distribution Center (sold in 2022),
The Edge at Lafayette (sold in 2022), and
Oak Grove Plaza (sold in 2022).
Discussions surrounding our Unconsolidated Properties refer to properties owned through joint venture arrangements or condominium interests, which were comprised of:
(1)December 31, 2022Funds from operations (“FFO”) does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to GAAP net income and is not necessarily indicative of cash available to fund all cash requirements. Please see below for a reconciliation of net income to FFO. Prior year amounts have been recalculated to conform to current year presentation.December 31, 2021December 31, 2020
Pioneer TowerPioneer TowerPioneer Tower
NYC Retail Portfolio(1)
NYC Retail Portfolio(1)
NYC Retail Portfolio(1)
Chicago Parking GarageChicago Parking GarageChicago Parking Garage
The TremontThe TremontThe Tremont
The HuntingtonThe HuntingtonThe Huntington
Siena Suwanee Town CenterSiena Suwanee Town CenterSiena Suwanee Town Center
Single-Family Rental Portfolio I (1)
Single-Family Rental Portfolio I (1)
(2)Kingston at McLean CrossingExcludes $52,450 of a mortgage note payable classified as held for sale as of December 31, 2018.Kingston at McLean Crossing
________
(1)     We have elected the Fair Value Option to account for this investment.
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Our primary business is the ownership and management of a diversified portfolio of industrial, office, residential, retail and other properties primarily located in the United States. It is expected that over time our real estate portfolio will be further diversified on a global basis and will be complemented by investments in real estate-related assets.
We are managed by our Advisor, LaSalle, a subsidiary of our Sponsor, JLL (NYSE: JLL), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. We hire property management and leasing companies to provide the on-site, day-to-day management and leasing services for our properties. When selecting a property management or leasing company for one of our properties, we look for service providers that have a strong local market or industry presence, create portfolio efficiencies, have the ability to develop new business for us and will provide a strong internal control environment that will comply with our Sarbanes-Oxley Act of 2002 internal control requirements. We currently use a mix of property management and leasing service providers that include large national real estate service firms, including an affiliate of our Advisor, and smaller local firms.
We seek to minimize risk and maintain stability of income and principal value through broad diversification across property sectors and geographic markets and by balancing tenant lease expirations and debt maturities across the real estate portfolio. Our diversification goals also take into account investing in sectors or regions we believe will create returns consistent with our investment objectives. Under normal conditions, we intend to pursue investments principally in well-located, well-leased properties within the industrial, office, residential, retail and other sectors. We expect to actively manage the mix of properties and markets over time in response to changing operating fundamentals within each property sector and to changing economies and real estate markets in the geographic areas considered for investment. When consistent with our investment objectives, we also seek to maximize the tax efficiency of our investments through like-kind exchanges and other tax planning strategies.
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The selectedfollowing charts summarize our portfolio diversification by property sector and geographic region based upon the fair value of our properties. These tables provide examples of how our Advisor evaluates our real estate portfolio when making investment decisions.
Estimated Percent of Fair Value as of December 31, 2022

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Future Lease Expirations
The future lease expiration table represents the lease expirations by both total square feet and annualized minimum base rents for current tenants of our Consolidated Properties (excluding our residential properties).
YearTotal Occupied
Square Footage
Annualized
Minimum
Base Rents (1)
Percent of
Annualized Minimum
Base Rents
2023 (2)
487,000 $6,754 %
20241,425,000 16,930 10 
20251,401,000 17,869 10 
20262,582,000 18,714 11 
20272,097,000 29,102 16 
20282,102,000 16,052 
2029847,000 7,544 
20302,354,000 20,074 11 
2031275,000 3,832 
2032 and thereafter3,476,000 40,150 23 
________
(1)Amount calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues.
(2)Does not include 5,415 short-term leases totaling approximately 5,264,000 square feet and approximately $126,798 in annualized minimum base rent associated with our residential properties and single-family rental houses as of December 31, 2022.
Ten-Year Debt Repayment
The ten-year debt repayment table represents debt principal repayments and maturities and the weighted average interest rate of those repayments and maturities for our Consolidated Properties and our Credit Facility, excluding mortgage notes payable held for sale.
YearPrincipal Repayments
and Maturities
Percent of Total
Outstanding Debt
Weighted Average
Interest Rate
2023$90,732 %3.90 %
202417,653 3.79 
2025418,473 22 4.86 
2026309,240 16 3.82 
2027447,860 23 4.77 
2028166,448 3.48 
2029138,110 4.21 
203089,694 2.98 
2031172,158 2.82 
2032 and thereafter93,246 2.99 
Use of Estimates
The preparation of financial datastatements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.
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Critical Accounting Policies
This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies are those applicable to the following which can be found in greater detail within Note 2 Summary of Significant Accounting Policies.
Initial Valuations for Real Estate Investments and Intangibles
These estimates are particularly important as they are used for the allocation of purchase price between building, land and other identifiable intangibles, including acquired in-place, above, below and at-market leases. As a result, the impact of these estimates on our operations could be substantial. Significant differences in annual depreciation or amortization expense may result from the differing useful life or amortization periods related to such purchased assets and liabilities.
We allocate the purchase price of acquired properties to tangible and identified intangible assets based on their relative fair values, using all pertinent information available at the date of acquisition. The allocation of the purchase price to tangible assets, such as building and land, is based upon our determination of the value of the property as if it were vacant. This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon internally determined assumptions that we believe are consistent with current market conditions for similar properties. Land is valued using comparable land sales specific to the applicable market.
The purchase price of real estate assets is also allocated to intangible assets consisting of the above or below market component of in-place leases and the value of in-place leases. The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) management's estimate of the amounts that would be received using market rates over the remaining term of the lease. Factors considered in determining the value allocable to in-place leases include estimates, during estimated lease up periods, related to space that is actually leased at the time of acquisition. These estimates include (i) lost rent at market rates, (ii) fixed operating costs that will be recovered from tenants and (iii) theoretical leasing commissions and tenant improvements required to execute similar leases.
Impairment of Long-Lived Assets
Our estimate of the expected future cash flows used in testing for impairment is highly subjective and based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period, discount rates and the length of our anticipated holding period. These assumptions could differ materially from actual results. If our strategy changes or if market conditions otherwise dictate a change in the holding period and an exit date, an impairment loss could be recognized and such loss could be material. During the year ended December 31, 2021, we determined that The Edge at Lafayette no longer fits our current investment objectives and strategy; therefore, we reduced our expected hold period. We further determined that this asset was impaired as the carrying value of the investment was not deemed recoverable. Therefore, we recognized an impairment charge totaling $1,822, which represents the difference between the sale price less estimated costs to sell and the carrying value of the property.
Collectibility of Rental Revenue
Individual leases are evaluated for collectibility at each reporting period. We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

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Recent Events and Outlook
Property Valuations
Property valuations increased across our portfolio in the first half of the year especially within our residential, industrial and healthcare segments driven by good underlying property fundamentals and strong capital markets before flattening out in the third quarter. The fourth quarter saw property values decline as interest rates increased and capital markets rates of return widened.
Credit Facility
On April 28, 2022, we entered into our $1,000,000 Credit Facility, which consists of a $600,000 Revolving Credit Facility and a $400,000 Term Loan. The Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $1,300,000, subject to receipt of lender commitments and other conditions. We are in compliance with our debt covenants as of December 31, 2022. We expect to maintain compliance with our debt covenants.
Liquidity
At December 31, 2022, we had in excess of $70,000 in total cash on hand, $44,000 in marketable securities and $375,000 of capacity under our Credit Facility. Looking into 2023, we expect to utilize our cash on hand and Credit Facility capacity to acquire new properties, fund repurchases of our shares, extinguish mortgage notes maturing and fund quarterly distributions.
Share Repurchase Plan
During the fourth quarter of 2022, we repurchased 100% of redemption requests totaling $108,045 of our common stock pursuant to our share repurchase plan, which had a quarterly limit of $181,099. The quarterly limit on repurchases is calculated as 5% of our NAV as of the last day of the previous quarter. The limit for the first quarter of 2023 is $175,092.
Fair Value of Assets and Liabilities
We account for our approximate 14% investment in the NYC Retail Portfolio and our approximate 47% investment in the Single-Family Rental Portfolio I using the fair value option. During the year ended December 31, 2022, we recorded a unrealized fair value loss of $9,457 and a unrealized fair value gain of $2,723 related to our investments in NYC Retail Portfolio and Single-Family Rental Portfolio I, respectively. Our interest rate swaps resulted in an unrealized fair value gain of $3,766 as interest rates increased during the year. We utilize our interest rate swaps to fix interest rates on variable rate debt we plan to hold to maturity.

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General Company and Market Commentary
On December 21, 2021, the SEC declared our Current Public Offering effective registering up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering period, subject to regulatory approval. The per share purchase price varies from day to day and, on each day, equals our NAV per share for each class of common stock, plus, for Class A and Class A-I shares, applicable selling commissions. The Dealer Manager is distributing shares of our common stock in our Current Public Offering. We intend to primarily use the net proceeds from the offering, after we pay the fees and expenses attributable to the offerings and our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing instruments and (3) fund repurchases of our shares under our share repurchase plan.
On March 3, 2015, we commenced our Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our Private Offering will be used for the same corporate purposes as the proceeds from our public offerings.
On October 16, 2019, we, through our operating partnership, initiated the DST Program to raise up to $2,000,000 in private placements exempt from registration under the Securities Act through the sale of beneficial interests to accredited investors in specific DSTs holding DST Properties, which may be sourced from our real properties or from third parties.
Capital Raised and Use of Proceeds
As of December 31, 2022, we have raised gross proceeds of over $4,648,000 from our public and private offerings since 2012. We used these proceeds along with proceeds from mortgage debt to acquire approximately $5,455,000 of real estate investments, deleverage the Company by repaying mortgage loans of approximately $655,000 and repurchase shares of our common stock for approximately $1,157,000.
Property Acquisitions
five industrial properties totaling 1,801,000 square feet,
eight office properties all focused in the healthcare industry totaling totaling 276,000 square feet,
three residential properties totaling 713,000 square feet and entered into joint venture that purchased over 300 single-family rental houses and
three retail properties totaling 171,000 square feet.
Property Dispositions
disposed of 4001 Norfleet, The Edge at Lafayette and Oak Grove Plaza.
Financing
entered into two new mortgage notes totaling in excess of $95,000,
assumed one mortgage note totaling approximately $55,000 and
repaid one mortgage note totaling $8,700.
Leasing and Occupancy
We ended 2022 with our stabilized portfolio occupancy at 96%. We calculate stabilized portfolio occupancy as the occupancy of all the properties we own, excluding newly constructed properties that have not yet leased up to 90% since our acquisition of the property. During the year we signed new or renewal leases encompassing approximately 1,180,000 square feet of industrial, office and retail property space. Additionally, for properties owned all 12 months of 2021 and 2022 we experienced a 7.8% increase in rental revenue and a 9.3% increase in net operating income in 2022 as compared to 2021.
During 2022, we raised approximately $1,238,000 of new capital and acquired over $956,000 of real estate investments. These properties are in keeping with the investment strategy we began in 2012 and provide solid cash flow and good dividend coverage. We will continue to acquire these types of properties in 2023 and beyond.
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The 2022 property acquisitions and leasing activity were in line with our long-term strategic objectives of generating attractive income, preserving stockholder capital and realizing moderate appreciation of our NAV over time. Our gross dividends declared and paid in 2022 was $0.56 per share.
Investment Objectives and Strategy
Our primary investment objectives are:
to generate an attractive level of current income for distribution to our stockholders;
to preserve and protect our stockholders' capital investments;
to achieve appreciation of our NAV over time; and
to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.
The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets. We believe this strategy enables us to provide our stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and, over time, internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.
We believe that our broadly diversified portfolio benefits our stockholders by providing:
diversification of sources of income;
access to attractive real estate opportunities currently in the United States and, over time, around the world; and
exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are often cyclical in nature, our strategy allows us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also intend to invest in debt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors reviews the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders.
We seek to invest:
up to 95% of our assets in properties;
up to 25% of our assets in real estate-related assets; and
up to 15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside these target levels due to numerous factors including, but not limited to, large inflows of capital over a short period of time, lack of attractive investment opportunities or increases in anticipated cash requirements for repurchase requests.
We expect to maintain a targeted company leverage ratio (calculated as our share of total liabilities divided by our share of the fair value of total assets) of between 30% and 50%. We intend to use low leverage, or in some cases possibly no leverage, to finance new acquisitions in order to maintain our targeted company leverage ratio. Our company leverage ratio was 36% as of December 31, 2022.
Net Asset Value
The NAV per share for our five classes of common stock was between $14.36 and $14.40 as of December 31, 2022. The decrease of approximately $0.55 per share in NAV from September 30, 2022 is primarily related to decrease in the values of our properties. Additionally, we paid a distribution of $0.14 per share during the quarter ended December 31, 2022, less share
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class specific fees. For the year ended 2022, our Class A, Class M, Class A-I, and Class M-I common stock had total net returns of 9.27%, 9.75%, 9.77% and 9.97%, respectively, including cash distributions of $0.56 per share, less share class specific fees.
2023 Key Initiatives
Our initiatives for 2023 are to use capital raised from our public and private offerings and the DST Program to acquire new investment opportunities, repurchase stock under our share repurchase plan, and fund quarterly distributions. Likely acquisition candidates may include well-located, residential properties, industrial, healthcare, grocery-anchored retail properties and originating mortgage loan investments that align with our property investment strategy. We will also attempt to further our geographic diversification. We will use debt financing when attractive interest rates are available, while looking to keep the company leverage ratio in the 30% to 50% range in the near term. We also intend to use our Revolving Credit Facility to allow us to efficiently manage our cash flows.

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Results of Operations
General
Our revenues are primarily received from tenants in the form of fixed minimum base rents and recoveries of operating expenses. Our expenses primarily relate to the costs of operating and financing our properties. Our share of the net income, net loss or dividend income from our unconsolidated properties is included in equity in income of unconsolidated affiliates. We believe the following analysis of reportable segments provides important information about the operating results of our real estate investments, such as trends in total revenues or operating expenses that may not be as apparent in a period-over-period comparison of our entire Company. We group our investments in real estate assets from continuing operations into five reportable operating segments based on the type of property: industrial, office, residential, retail and other. Operations from corporate level items and real estate assets sold are excluded from reportable segments.
Results of Operations for the Years ended December 31, 2022 and 2021:
Properties acquired or sold during any of the periods are presented abovewithin the recent acquisitions and sold properties line until the property has been impacted byowned for all periods presented. The properties currently presented within the recent acquisitions and dispositions madesold properties line include the properties listed as either acquired or sold in the Management Overview section above. 62 of our consolidated properties have been owned for the entire years ended December 31, 2022 and 2021 and are referred to as our comparable properties.
Revenues
The following chart sets forth revenues, by reportable segment, for the years ended December 31, 2022 and 2021:
 Year Ended December 31, 2022Year Ended December 31, 2021$
 Change
%
Change
Revenues:
Rental revenue
Industrial$54,853 $51,786 $3,067 5.9 %
Office28,849 27,840 1,009 3.6 
Residential68,871 62,844 6,027 9.6 
Retail50,788 46,049 4,739 10.3 
Other310 379 (69)(18.2)
Comparable properties total$203,671 $188,898 $14,773 7.8 %
Recent acquisitions and sold properties123,960 39,042 84,918 217.5 
Total rental revenue$327,631 $227,940 $99,691 43.7 %
Other revenue
Industrial$109 $238 $(129)(54.2)%
Office1,386 1,706 (320)(18.8)
Residential3,586 3,329 257 7.7 
Retail497 498 (1)(0.2)
Other2,099 2,588 (489)(18.9)
Comparable properties total$7,677 $8,359 $(682)(8.2)%
Recent acquisitions and sold properties1,880 3,039 (1,159)(38.1)
Total other revenue$9,557 $11,398 $(1,841)(16.2)%
Total revenues$337,188 $239,338 $97,850 40.9 %
Rental revenue at comparable properties increased by $14,773 for the year ended December 31, 2022 as compared to the same period in 2021. The increases within our residential, office and industrial segments was primarily related to an increase in rental rates and occupancy at various properties during the periods presentedyear ended December 31, 2022 as compared to the same period of 2021. The increase in our retail segment was primarily related to an overall increase in collections from tenants that experienced a decrease in operations from COVID-19 in 2021 as well as an increase in recovery revenue related to increased operating expenses with the segment during the year ended December 31, 2022 as compared to 2021.
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Other revenues relate mainly to parking and nonrecurring revenue such as lease termination fees. Other revenue at comparable properties decreased by accounting guidance impacting$682 for the accountingyear ended December 31, 2022 as compared to the same period in 2021. The decrease is primarily related to approximately $489 of lower parking revenue at our parking garage in Miami, FL and a reduction of lease termination fees received within our office segment.
Operating Expenses
The following chart sets forth real estate taxes and property operating expenses, by reportable segment, for discontinuedthe years ended December 31, 2022 and 2021:
 Year Ended December 31, 2022Year Ended December 31, 2021$
 Change
%
Change
Operating expenses:
Real estate taxes
Industrial$8,906 $8,731 $175 2.0 %
Office3,404 3,327 77 2.3 
Residential10,720 11,536 (816)(7.1)
Retail5,704 5,684 20 0.4 
Other389 459 (70)(15.3)
Comparable properties total$29,123 $29,737 $(614)(2.1)%
Recent acquisitions and sold properties16,186 3,100 13,086 422.1 
Total real estate taxes$45,309 $32,837 $12,472 38.0 %
Property operating expenses:
Industrial$5,007 $4,740 $267 5.6 %
Office6,968 6,538 430 6.6 
Residential20,215 18,674 1,541 8.3 
Retail8,143 7,698 445 5.8 
Other798 755 43 5.7 
Comparable properties total$41,131 $38,405 $2,726 7.1 %
Recent acquisitions and sold properties20,406 5,590 14,816 265.0 
Total property operating expenses$61,537 $43,995 $17,542 39.9 %
Total operating expenses$106,846 $76,832 $30,014 39.1 %
Real estate taxes at comparable properties decreased by $614 for the year ended December 31, 2022 as compared to the same period in 2021. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estate taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases. In 2022, we received real estate tax refunds at 180 N Jefferson and Lane Parke Apartments within our residential segment.
Property operating expenses consist of the costs of ownership and operation of the real estate investments, many of which are recoverable under net leases. Examples of property operating expenses include insurance, utilities and repair and maintenance expenses. Property operating expenses at comparable properties increased by $2,726 during the year ended December 31, 2022 as compared to the same period in 2021. The increases generally relate to higher property management fees due to higher revenues, higher salary costs and higher utility costs in some markets.
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The following chart sets forth expenses not directly related to the operations of the reportable segments for the years ended December 31, 2022 and 2021:
 Year Ended December 31, 2022Year Ended December 31, 2021$
 Change
%
 Change
Property general and administrative$(2,882)$(1,596)$(1,286)80.6 %
Advisor fees(50,333)(65,667)15,334 (23.4)
Company level expenses(8,762)(4,841)(3,921)81.0 
Provision for impairment of real estate— (1,822)1,822 (100.0)
Depreciation and amortization(138,104)(94,051)(44,053)46.8 
Interest expense(99,284)(48,230)(51,054)105.9 
(Loss) income from unconsolidated affiliates and fund investments(3,403)67,333 (70,736)(105.1)
Investment income on marketable securities1,505 418 1,087 260.0 
Net realized (loss) gain upon sale of marketable securities(879)247 (1,126)(455.9)
Net unrealized change in fair value of investment in marketable securities(9,570)2,933 (12,503)(426.3)
Gain on disposition of property and extinguishment of debt, net37,253 33,422 3,831 11.5 
Total expenses$(274,459)$(111,854)$(162,605)145.4 %
Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses increased $1,286 for the year ending December 31, 2022 as compared to the same period in 2021 due to the increase in the number of properties we own. Additionally, in 2021 we received a partial recovery of a deposit for an unsuccessful acquisition received from 2020.
Advisor fees relate to the fixed advisory and performance fees earned by our Advisor. Fixed fees increase or decrease based on changes in our NAV which we adopted on January 1, 2014. These acquisitions, dispositionswill be primarily impacted by changes in capital raised and new accounting guidance impact the comparabilityvalue of our results from operations, financial positionproperties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that calendar year, where in our Advisor will receive 10% of the excess total return above the 7% threshold. The decrease in advisor fees of $15,334 for the year ended December 31, 2022 is primarily related a decrease in performance fees in 2022 partially offset by an increase in fixed fees.
Company level expenses relate mainly to our compliance and cash flows. We are uncertain howadministration related costs. Company level expenses increased $3,921 for the results from operations, financial positionyear ended December 31, 2022 as compared to the same period in 2021 primarily related to a $3,124 tax provision increase primarily related to gains on sales of properties in our taxable REIT subsidiary related to the DST program and increases in professional service fees as well as the increase in size of our portfolio.
Provision for impairment of real estate relates to real estate investments where the estimated future undiscounted cash flows will behave decreased below the carrying value of the property. A provision for impairment of real estate is recorded to write the property down from its carrying value to its fair value. We recorded a provision for impairment of $1,822 related to The Edge at Lafayette during the year ended December 31, 2021.
Depreciation and amortization expense is impacted shouldby the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase price allocation. The increase of $44,053 in depreciation and amortization expense for the year ended December 31, 2022 as compared to the same period in 2021 is primarily related to additional expense from our 2022 and 2021 acquisitions.
Interest expense increased by $51,054 for the year ended December 31, 2022 as compared to the same period in 2021 primarily as a result of increased borrowings on our Credit Facility and mortgage notes obtained as well as $32,962 increased interest expense on the financial obligations related to the DST Program which includes non-cash interest expense of $15,283 related to a property we makeexercised our fair market value purchase option on in 2022. Offsetting the increases were unrealized gains on our interest rate swaps in the amount of $7,686 during the year ended December 31, 2022 compared to unrealized losses of $3,920 during the year ended December 31, 2021. We expect to incur significant amounts of non-cash interest expense in future acquisitions or dispositions.periods related to the exercising of the fair value option on DST Properties.


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(Loss) income from unconsolidated affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont, The Huntington, Siena Suwanee Town Center and Kingston at McLean Crossing as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio and the Single-Family Rental Portfolio I. During the year ended December 31, 2022, we recorded a $9,457 decrease in the fair value of our investment in NYC Retail Portfolio and a $2,723 increase in fair value in Single-Family Rental Portfolio I as well as $7,895 in distributions of income. During the year end ended December 31, 2021, we recorded a $61,945 increase in the fair value in the Single-Family Rental Portfolio I in addition to $4,145 of distributions of income and a $4,021 decrease in the fair value of NYC Retail Portfolio. Additionally, during the year ended December 31, 2022, we recorded an impairment charge related to our investment in Pioneer Tower in the amount of $12,838 as the carrying value of the investment exceeded its estimated fair value.
Investment income on marketable securities relates to dividends earned on our portfolio of publicly traded REIT securities. We made our initial purchase of marketable securities during the year ended December 31, 2021. We recorded dividend income of $1,505 and $418 during the years ended December 31, 2022 and 2021, respectively.
Net realized (loss) gain upon the sale of marketable securities relates to sales of individual stocks within our portfolio of publicly traded REIT stocks. We recorded a realized loss of $879 during the year ended December 31, 2022 as compared to a realized gain of $247 during the year end December 31, 2021.
Net unrealized change in fair value of investment in marketable securities relate to changes in fair value of our portfolio of publicly traded REIT securities. We recorded an unrealized loss of $9,570 during the year ended December 31, 2022 as compared to unrealized gains of $2,933 during the year ended December 31, 2021.
Gain on disposition of property and extinguishment of debt, net of $37,253 in the year ended December 31, 2022 relates to the gain on sale of Norfleet Distribution Center, The Edge at Lafayette and Oak Grove Plaza and the gain on disposal of property and relinquishment of debt, net of $33,422 in the year ended December 31, 2021 relates to the gain on sale of South Seattle Distribution Center.
Results of Operations for the Years ended December 31, 2021 and 2020:
For discussion on our results of operations for the years ended December 31, 2021 and 2020 please see our Annual Report on Form 10-K filed with the SEC on March 12, 2022.
FUNDS FROM OPERATIONSSold Properties
Consistent with24823 Anza Drive (sold in 2020),
South Seattle Distribution Center (sold in 2021),
Norfleet Distribution Center (sold in 2022),
The Edge at Lafayette (sold in 2022), and
Oak Grove Plaza (sold in 2022).
Discussions surrounding our Unconsolidated Properties refer to properties owned through joint venture arrangements or condominium interests, which were comprised of:
December 31, 2022December 31, 2021December 31, 2020
Pioneer TowerPioneer TowerPioneer Tower
NYC Retail Portfolio(1)
NYC Retail Portfolio(1)
NYC Retail Portfolio(1)
Chicago Parking GarageChicago Parking GarageChicago Parking Garage
The TremontThe TremontThe Tremont
The HuntingtonThe HuntingtonThe Huntington
Siena Suwanee Town CenterSiena Suwanee Town CenterSiena Suwanee Town Center
Single-Family Rental Portfolio I (1)
Single-Family Rental Portfolio I (1)
Kingston at McLean CrossingKingston at McLean Crossing
________
(1)     We have elected the Fair Value Option to account for this investment.
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Our primary business is the ownership and management of a diversified portfolio of industrial, office, residential, retail and other properties primarily located in the United States. It is expected that over time our real estate industryportfolio will be further diversified on a global basis and will be complemented by investments in real estate-related assets.
We are managed by our Advisor, LaSalle, a subsidiary of our Sponsor, JLL (NYSE: JLL), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment community preferences,management. We hire property management and leasing companies to provide the on-site, day-to-day management and leasing services for our properties. When selecting a property management or leasing company for one of our properties, we consider FFO aslook for service providers that have a supplemental measurestrong local market or industry presence, create portfolio efficiencies, have the ability to develop new business for us and will provide a strong internal control environment that will comply with our Sarbanes-Oxley Act of the operating performance for2002 internal control requirements. We currently use a mix of property management and leasing service providers that include large national real estate service firms, including an affiliate of our Advisor, and smaller local firms.
We seek to minimize risk and maintain stability of income and principal value through broad diversification across property sectors and geographic markets and by balancing tenant lease expirations and debt maturities across the real estate portfolio. Our diversification goals also take into account investing in sectors or regions we believe will create returns consistent with our investment trustobjectives. Under normal conditions, we intend to pursue investments principally in well-located, well-leased properties within the industrial, office, residential, retail and a complementother sectors. We expect to GAAP measures because it facilitates an understandingactively manage the mix of properties and markets over time in response to changing operating fundamentals within each property sector and to changing economies and real estate markets in the operating performancegeographic areas considered for investment. When consistent with our investment objectives, we also seek to maximize the tax efficiency of our investments through like-kind exchanges and other tax planning strategies.
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The following charts summarize our portfolio diversification by property sector and geographic region based upon the fair value of our properties. These tables provide examples of how our Advisor evaluates our real estate portfolio when making investment decisions.
Estimated Percent of Fair Value as of December 31, 2022

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Future Lease Expirations
The National Associationfuture lease expiration table represents the lease expirations by both total square feet and annualized minimum base rents for current tenants of Real Estate Investment Trusts ("NAREIT") defines FFOour Consolidated Properties (excluding our residential properties).
YearTotal Occupied
Square Footage
Annualized
Minimum
Base Rents (1)
Percent of
Annualized Minimum
Base Rents
2023 (2)
487,000 $6,754 %
20241,425,000 16,930 10 
20251,401,000 17,869 10 
20262,582,000 18,714 11 
20272,097,000 29,102 16 
20282,102,000 16,052 
2029847,000 7,544 
20302,354,000 20,074 11 
2031275,000 3,832 
2032 and thereafter3,476,000 40,150 23 
________
(1)Amount calculated as net income attributableannualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues.
(2)Does not include 5,415 short-term leases totaling approximately 5,264,000 square feet and approximately $126,798 in annualized minimum base rent associated with our residential properties and single-family rental houses as of December 31, 2022.
Ten-Year Debt Repayment
The ten-year debt repayment table represents debt principal repayments and maturities and the weighted average interest rate of those repayments and maturities for our Consolidated Properties and our Credit Facility, excluding mortgage notes payable held for sale.
YearPrincipal Repayments
and Maturities
Percent of Total
Outstanding Debt
Weighted Average
Interest Rate
2023$90,732 %3.90 %
202417,653 3.79 
2025418,473 22 4.86 
2026309,240 16 3.82 
2027447,860 23 4.77 
2028166,448 3.48 
2029138,110 4.21 
203089,694 2.98 
2031172,158 2.82 
2032 and thereafter93,246 2.99 
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to the Company (computeduseful lives of assets, recoverable amounts of receivables, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.
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Critical Accounting Policies
This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP), excluding gainsGAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or lossesconditions. Our critical accounting policies are those applicable to the following which can be found in greater detail within Note 2 Summary of Significant Accounting Policies.
Initial Valuations for Real Estate Investments and Intangibles
These estimates are particularly important as they are used for the allocation of purchase price between building, land and other identifiable intangibles, including acquired in-place, above, below and at-market leases. As a result, the impact of these estimates on our operations could be substantial. Significant differences in annual depreciation or amortization expense may result from cumulative effects of accounting changes, extraordinary items, impairment write-downs of depreciable real estate and sales of properties, plus real estate related depreciation andthe differing useful life or amortization and after adjustments for these itemsperiods related to noncontrolling interestssuch purchased assets and unconsolidated affiliates.liabilities.
FFO does not give effect to real estate depreciation and amortization because these amounts are computed toWe allocate the costpurchase price of aacquired properties to tangible and identified intangible assets based on their relative fair values, using all pertinent information available at the date of acquisition. The allocation of the purchase price to tangible assets, such as building and land, is based upon our determination of the value of the property over its useful life. Because valuesas if it were vacant. This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon internally determined assumptions that we believe are consistent with current market conditions for well-maintainedsimilar properties. Land is valued using comparable land sales specific to the applicable market.
The purchase price of real estate assets have historically increasedis also allocated to intangible assets consisting of the above or decreasedbelow market component of in-place leases and the value of in-place leases. The value allocable to the above or below market component of an acquired in-place lease is determined based upon prevailingthe present value of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) management's estimate of the amounts that would be received using market rates over the remaining term of the lease. Factors considered in determining the value allocable to in-place leases include estimates, during estimated lease up periods, related to space that is actually leased at the time of acquisition. These estimates include (i) lost rent at market rates, (ii) fixed operating costs that will be recovered from tenants and (iii) theoretical leasing commissions and tenant improvements required to execute similar leases.
Impairment of Long-Lived Assets
Our estimate of the expected future cash flows used in testing for impairment is highly subjective and based on, among other things, our estimates regarding future market conditions, we believe that FFO provides stockholders with an additional viewrental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our operating performance.properties at the end of our anticipated holding period, discount rates and the length of our anticipated holding period. These assumptions could differ materially from actual results. If our strategy changes or if market conditions otherwise dictate a change in the holding period and an exit date, an impairment loss could be recognized and such loss could be material. During the year ended December 31, 2021, we determined that The Edge at Lafayette no longer fits our current investment objectives and strategy; therefore, we reduced our expected hold period. We also use Adjusted FFO ("AFFO")further determined that this asset was impaired as a supplemental measurethe carrying value of operating performance.the investment was not deemed recoverable. Therefore, we recognized an impairment charge totaling $1,822, which represents the difference between the sale price less estimated costs to sell and the carrying value of the property.
Collectibility of Rental Revenue
Individual leases are evaluated for collectibility at each reporting period. We define AFFO as FFO adjusted for straight-line rental income, amortizationevaluate the collectibility of above-rents and below-market leases, amortization of net discount on assumed debt, gains or losses on the extinguishment or modification of debt, performance feesother receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

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Recent Events and Outlook
Property Valuations
Property valuations increased across our portfolio in the first half of the year especially within our residential, industrial and healthcare segments driven by good underlying property fundamentals and strong capital markets before flattening out in the third quarter. The fourth quarter saw property values decline as interest rates increased and capital markets rates of return widened.
Credit Facility
On April 28, 2022, we entered into our $1,000,000 Credit Facility, which consists of a $600,000 Revolving Credit Facility and a $400,000 Term Loan. The Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $1,300,000, subject to receipt of lender commitments and other conditions. We are in compliance with our debt covenants as of December 31, 2022. We expect to maintain compliance with our debt covenants.
Liquidity
At December 31, 2022, we had in excess of $70,000 in total cash on hand, $44,000 in marketable securities and $375,000 of capacity under our Credit Facility. Looking into 2023, we expect to utilize our cash on hand and Credit Facility capacity to acquire new properties, fund repurchases of our shares, extinguish mortgage notes maturing and fund quarterly distributions.
Share Repurchase Plan
During the fourth quarter of 2022, we repurchased 100% of redemption requests totaling $108,045 of our common stock pursuant to our share repurchase plan, which had a quarterly limit of $181,099. The quarterly limit on repurchases is calculated as 5% of our NAV as of the last day of the previous quarter. The limit for the first quarter of 2023 is $175,092.
Fair Value of Assets and Liabilities
We account for our approximate 14% investment returnsin the NYC Retail Portfolio and our approximate 47% investment in the Single-Family Rental Portfolio I using the fair value option. During the year ended December 31, 2022, we recorded a unrealized fair value loss of $9,457 and a unrealized fair value gain of $2,723 related to our investments in NYC Retail Portfolio and Single-Family Rental Portfolio I, respectively. Our interest rate swaps resulted in an unrealized fair value gain of $3,766 as interest rates increased during the year. We utilize our interest rate swaps to fix interest rates on variable rate debt we plan to hold to maturity.

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General Company and Market Commentary
On December 21, 2021, the SEC declared our Current Public Offering effective registering up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering period, subject to regulatory approval. The per share purchase price varies from day to day and, acquisition related costs.
In orderon each day, equals our NAV per share for each class of common stock, plus, for Class A and Class A-I shares, applicable selling commissions. The Dealer Manager is distributing shares of our common stock in our Current Public Offering. We intend to provide a better understanding ofprimarily use the relationship between FFO, AFFOnet proceeds from the offering, after we pay the fees and GAAP net income, the most directly comparable GAAP financial reporting measure, we have provided reconciliations of GAAP net incomeexpenses attributable to Jones Lang LaSalle Income Property Trust, Inc.the offerings and our operations, to FFO(1) grow and FFO to AFFO. FFO and AFFO do not represent cash flow from operating activitiesfurther diversify our portfolio by making investments in accordance with GAAP, shouldour investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing instruments and (3) fund repurchases of our shares under our share repurchase plan.
On March 3, 2015, we commenced our Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our Private Offering will be used for the same corporate purposes as the proceeds from our public offerings.
On October 16, 2019, we, through our operating partnership, initiated the DST Program to raise up to $2,000,000 in private placements exempt from registration under the Securities Act through the sale of beneficial interests to accredited investors in specific DSTs holding DST Properties, which may be sourced from our real properties or from third parties.
Capital Raised and Use of Proceeds
As of December 31, 2022, we have raised gross proceeds of over $4,648,000 from our public and private offerings since 2012. We used these proceeds along with proceeds from mortgage debt to acquire approximately $5,455,000 of real estate investments, deleverage the Company by repaying mortgage loans of approximately $655,000 and repurchase shares of our common stock for approximately $1,157,000.
Property Acquisitions
five industrial properties totaling 1,801,000 square feet,
eight office properties all focused in the healthcare industry totaling totaling 276,000 square feet,
three residential properties totaling 713,000 square feet and entered into joint venture that purchased over 300 single-family rental houses and
three retail properties totaling 171,000 square feet.
Property Dispositions
disposed of 4001 Norfleet, The Edge at Lafayette and Oak Grove Plaza.
Financing
entered into two new mortgage notes totaling in excess of $95,000,
assumed one mortgage note totaling approximately $55,000 and
repaid one mortgage note totaling $8,700.
Leasing and Occupancy
We ended 2022 with our stabilized portfolio occupancy at 96%. We calculate stabilized portfolio occupancy as the occupancy of all the properties we own, excluding newly constructed properties that have not be consideredyet leased up to 90% since our acquisition of the property. During the year we signed new or renewal leases encompassing approximately 1,180,000 square feet of industrial, office and retail property space. Additionally, for properties owned all 12 months of 2021 and 2022 we experienced a 7.8% increase in rental revenue and a 9.3% increase in net operating income in 2022 as compared to 2021.
During 2022, we raised approximately $1,238,000 of new capital and acquired over $956,000 of real estate investments. These properties are in keeping with the investment strategy we began in 2012 and provide solid cash flow and good dividend coverage. We will continue to acquire these types of properties in 2023 and beyond.
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The 2022 property acquisitions and leasing activity were in line with our long-term strategic objectives of generating attractive income, preserving stockholder capital and realizing moderate appreciation of our NAV over time. Our gross dividends declared and paid in 2022 was $0.56 per share.
Investment Objectives and Strategy
Our primary investment objectives are:
to generate an attractive level of current income for distribution to our stockholders;
to preserve and protect our stockholders' capital investments;
to achieve appreciation of our NAV over time; and
to enable stockholders to utilize real estate as an alternativeasset class in diversified, long-term investment portfolios.
The cornerstone of our investment strategy is to GAAP net incomeacquire and manage income-producing commercial real estate properties and real estate-related assets. We believe this strategy enables us to provide our stockholders with a portfolio that is notwell-diversified across property type, geographic region and industry, both in the United States and, over time, internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a measure of liquidity or an indicator of the Company's abilitywell-diversified portfolio designed to make cash distributions. provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.
We believe that our broadly diversified portfolio benefits our stockholders by providing:
diversification of sources of income;
access to attractive real estate opportunities currently in the United States and, over time, around the world; and
exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are often cyclical in nature, our strategy allows us to more comprehensively understand itseffectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also intend to invest in debt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors reviews the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders.
We seek to invest:
up to 95% of our assets in properties;
up to 25% of our assets in real estate-related assets; and
up to 15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside these target levels due to numerous factors including, but not limited to, large inflows of capital over a short period of time, lack of attractive investment opportunities or increases in anticipated cash requirements for repurchase requests.
We expect to maintain a targeted company leverage ratio (calculated as our share of total liabilities divided by our share of the fair value of total assets) of between 30% and 50%. We intend to use low leverage, or in some cases possibly no leverage, to finance new acquisitions in order to maintain our targeted company leverage ratio. Our company leverage ratio was 36% as of December 31, 2022.
Net Asset Value
The NAV per share for our five classes of common stock was between $14.36 and $14.40 as of December 31, 2022. The decrease of approximately $0.55 per share in NAV from September 30, 2022 is primarily related to decrease in the values of our properties. Additionally, we paid a distribution of $0.14 per share during the quarter ended December 31, 2022, less share
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class specific fees. For the year ended 2022, our Class A, Class M, Class A-I, and Class M-I common stock had total net returns of 9.27%, 9.75%, 9.77% and 9.97%, respectively, including cash distributions of $0.56 per share, less share class specific fees.
2023 Key Initiatives
Our initiatives for 2023 are to use capital raised from our public and private offerings and the DST Program to acquire new investment opportunities, repurchase stock under our share repurchase plan, and fund quarterly distributions. Likely acquisition candidates may include well-located, residential properties, industrial, healthcare, grocery-anchored retail properties and originating mortgage loan investments that align with our property investment strategy. We will also attempt to further our geographic diversification. We will use debt financing when attractive interest rates are available, while looking to keep the company leverage ratio in the 30% to 50% range in the near term. We also intend to use our Revolving Credit Facility to allow us to efficiently manage our cash flows.

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Results of Operations
General
Our revenues are primarily received from tenants in the form of fixed minimum base rents and recoveries of operating performance, FFOexpenses. Our expenses primarily relate to the costs of operating and AFFO should be considered along with its reportedfinancing our properties. Our share of the net income, attributablenet loss or dividend income from our unconsolidated properties is included in equity in income of unconsolidated affiliates. We believe the following analysis of reportable segments provides important information about the operating results of our real estate investments, such as trends in total revenues or operating expenses that may not be as apparent in a period-over-period comparison of our entire Company. We group our investments in real estate assets from continuing operations into five reportable operating segments based on the type of property: industrial, office, residential, retail and other. Operations from corporate level items and real estate assets sold are excluded from reportable segments.
Results of Operations for the Years ended December 31, 2022 and 2021:
Properties acquired or sold during any of the periods are presented within the recent acquisitions and sold properties line until the property has been owned for all periods presented. The properties currently presented within the recent acquisitions and sold properties line include the properties listed as either acquired or sold in the Management Overview section above. 62 of our consolidated properties have been owned for the entire years ended December 31, 2022 and 2021 and are referred to Jones Lang LaSalle Income Property Trust, Inc.as our comparable properties.
Revenues
The following chart sets forth revenues, by reportable segment, for the years ended December 31, 2022 and its cash flows2021:
 Year Ended December 31, 2022Year Ended December 31, 2021$
 Change
%
Change
Revenues:
Rental revenue
Industrial$54,853 $51,786 $3,067 5.9 %
Office28,849 27,840 1,009 3.6 
Residential68,871 62,844 6,027 9.6 
Retail50,788 46,049 4,739 10.3 
Other310 379 (69)(18.2)
Comparable properties total$203,671 $188,898 $14,773 7.8 %
Recent acquisitions and sold properties123,960 39,042 84,918 217.5 
Total rental revenue$327,631 $227,940 $99,691 43.7 %
Other revenue
Industrial$109 $238 $(129)(54.2)%
Office1,386 1,706 (320)(18.8)
Residential3,586 3,329 257 7.7 
Retail497 498 (1)(0.2)
Other2,099 2,588 (489)(18.9)
Comparable properties total$7,677 $8,359 $(682)(8.2)%
Recent acquisitions and sold properties1,880 3,039 (1,159)(38.1)
Total other revenue$9,557 $11,398 $(1,841)(16.2)%
Total revenues$337,188 $239,338 $97,850 40.9 %
Rental revenue at comparable properties increased by $14,773 for the year ended December 31, 2022 as compared to the same period in accordance with GAAP,2021. The increases within our residential, office and industrial segments was primarily related to an increase in rental rates and occupancy at various properties during the year ended December 31, 2022 as presentedcompared to the same period of 2021. The increase in our consolidated financial statements. Our presentationsretail segment was primarily related to an overall increase in collections from tenants that experienced a decrease in operations from COVID-19 in 2021 as well as an increase in recovery revenue related to increased operating expenses with the segment during the year ended December 31, 2022 as compared to 2021.
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Other revenues relate mainly to parking and AFFO are not necessarilynonrecurring revenue such as lease termination fees. Other revenue at comparable properties decreased by $682 for the year ended December 31, 2022 as compared to the similarly titled measuressame period in 2021. The decrease is primarily related to approximately $489 of other REITslower parking revenue at our parking garage in Miami, FL and a reduction of lease termination fees received within our office segment.
Operating Expenses
The following chart sets forth real estate taxes and property operating expenses, by reportable segment, for the years ended December 31, 2022 and 2021:
 Year Ended December 31, 2022Year Ended December 31, 2021$
 Change
%
Change
Operating expenses:
Real estate taxes
Industrial$8,906 $8,731 $175 2.0 %
Office3,404 3,327 77 2.3 
Residential10,720 11,536 (816)(7.1)
Retail5,704 5,684 20 0.4 
Other389 459 (70)(15.3)
Comparable properties total$29,123 $29,737 $(614)(2.1)%
Recent acquisitions and sold properties16,186 3,100 13,086 422.1 
Total real estate taxes$45,309 $32,837 $12,472 38.0 %
Property operating expenses:
Industrial$5,007 $4,740 $267 5.6 %
Office6,968 6,538 430 6.6 
Residential20,215 18,674 1,541 8.3 
Retail8,143 7,698 445 5.8 
Other798 755 43 5.7 
Comparable properties total$41,131 $38,405 $2,726 7.1 %
Recent acquisitions and sold properties20,406 5,590 14,816 265.0 
Total property operating expenses$61,537 $43,995 $17,542 39.9 %
Total operating expenses$106,846 $76,832 $30,014 39.1 %
Real estate taxes at comparable properties decreased by $614 for the year ended December 31, 2022 as compared to the same period in 2021. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estate taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases. In 2022, we received real estate tax refunds at 180 N Jefferson and Lane Parke Apartments within our residential segment.
Property operating expenses consist of the costs of ownership and operation of the real estate investments, many of which are recoverable under net leases. Examples of property operating expenses include insurance, utilities and repair and maintenance expenses. Property operating expenses at comparable properties increased by $2,726 during the year ended December 31, 2022 as compared to the same period in 2021. The increases generally relate to higher property management fees due to higher revenues, higher salary costs and higher utility costs in some markets.
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The following chart sets forth expenses not directly related to the operations of the reportable segments for the years ended December 31, 2022 and 2021:
 Year Ended December 31, 2022Year Ended December 31, 2021$
 Change
%
 Change
Property general and administrative$(2,882)$(1,596)$(1,286)80.6 %
Advisor fees(50,333)(65,667)15,334 (23.4)
Company level expenses(8,762)(4,841)(3,921)81.0 
Provision for impairment of real estate— (1,822)1,822 (100.0)
Depreciation and amortization(138,104)(94,051)(44,053)46.8 
Interest expense(99,284)(48,230)(51,054)105.9 
(Loss) income from unconsolidated affiliates and fund investments(3,403)67,333 (70,736)(105.1)
Investment income on marketable securities1,505 418 1,087 260.0 
Net realized (loss) gain upon sale of marketable securities(879)247 (1,126)(455.9)
Net unrealized change in fair value of investment in marketable securities(9,570)2,933 (12,503)(426.3)
Gain on disposition of property and extinguishment of debt, net37,253 33,422 3,831 11.5 
Total expenses$(274,459)$(111,854)$(162,605)145.4 %
Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses increased $1,286 for the year ending December 31, 2022 as compared to the same period in 2021 due to the factincrease in the number of properties we own. Additionally, in 2021 we received a partial recovery of a deposit for an unsuccessful acquisition received from 2020.
Advisor fees relate to the fixed advisory and performance fees earned by our Advisor. Fixed fees increase or decrease based on changes in our NAV which will be primarily impacted by changes in capital raised and the value of our properties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that not all REITs usecalendar year, where in our Advisor will receive 10% of the excess total return above the 7% threshold. The decrease in advisor fees of $15,334 for the year ended December 31, 2022 is primarily related a decrease in performance fees in 2022 partially offset by an increase in fixed fees.
Company level expenses relate mainly to our compliance and administration related costs. Company level expenses increased $3,921 for the year ended December 31, 2022 as compared to the same definitions.period in 2021 primarily related to a $3,124 tax provision increase primarily related to gains on sales of properties in our taxable REIT subsidiary related to the DST program and increases in professional service fees as well as the increase in size of our portfolio.
Provision for impairment of real estate relates to real estate investments where the estimated future undiscounted cash flows have decreased below the carrying value of the property. A provision for impairment of real estate is recorded to write the property down from its carrying value to its fair value. We recorded a provision for impairment of $1,822 related to The following table presents a reconciliationEdge at Lafayette during the year ended December 31, 2021.
Depreciation and amortization expense is impacted by the values assigned to buildings, personal property and in-place lease assets as part of net income to NAREIT FFOthe initial purchase price allocation. The increase of $44,053 in depreciation and amortization expense for the periods presented:year ended December 31, 2022 as compared to the same period in 2021 is primarily related to additional expense from our 2022 and 2021 acquisitions.
 Reconciliation of net income to NAREIT FFOYear ended December 31,
 2019 2018 2017 2016 2015
Net income attributable to Jones Lang LaSalle Income Property Trust, Inc.$99,933
 $25,567
 $22,548
 $4,935
 $12,045
Real estate depreciation and amortization(1)
75,888
 71,525
 68,033
 47,731
 33,007
Gain on disposition of property and unrealized gain on investment in unconsolidated real estate affiliate(1)
(111,139) (31,890) (23,079) (9,885) (23,754)
Loss on transfer of property
 
 1,642
 
 
Impairment of depreciable real estate(1)

 
 
 6,876
 4,928
NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc.$64,682
 $65,202

$69,144

$49,657

$26,226
Weighted average shares outstanding, basic and diluted151,179,459
 135,051,377
 134,507,458
 106,916,148
 61,237,711
NAREIT FFO per share, basic and diluted$0.43

$0.48

$0.51

$0.46

$0.43
________
(1)Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates for all periods.

The following table presents a reconciliation of NAREIT FFO to AFFOInterest expense increased by $51,054 for the year ended December 31, 2022 as compared to the same period in 2021 primarily as a result of increased borrowings on our Credit Facility and mortgage notes obtained as well as $32,962 increased interest expense on the financial obligations related to the DST Program which includes non-cash interest expense of $15,283 related to a property we exercised our fair market value purchase option on in 2022. Offsetting the increases were unrealized gains on our interest rate swaps in the amount of $7,686 during the year ended December 31, 2022 compared to unrealized losses of $3,920 during the year ended December 31, 2021. We expect to incur significant amounts of non-cash interest expense in future periods presented:related to the exercising of the fair value option on DST Properties.

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 Reconciliation of NAREIT FFO to AFFOYear ended December 31,
 2019 2018 2017 2016 2015
NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc.$64,682
 $65,202
 $69,144
 $49,657
 $26,226
Straight-line rental income(1)
(3,371) (2,548) (3,665) (6,227) (1,588)
Amortization of above- and below-market leases(1)
(2,886) (3,360) (3,494) (3,058) (1,584)
Amortization of net premium/(discount) on assumed debt(1)
91
 (102) (183) (259) (319)
Loss (gain) on derivative instruments and extinguishment or modification of debt(1)
6,298
 (613) (1,703) (1,779) 1,183
Adjustment for investment accounted for under the fair value option(2)
712
 3,593
 2,211
 3,077
 305
Performance fees
 1,075
 1,269
 
 2,280
Acquisition expenses(1)

 
 
 3,918
 2,868
AFFO attributable to Jones Lang LaSalle Income Property Trust, Inc.$65,526
 $63,247
 $63,579
 $45,329
 $29,371
Weighted average shares outstanding, basic and diluted151,179,459
 135,051,377
 134,507,458
 106,916,148
 61,237,711
AFFO per share, basic and diluted$0.43
 $0.47
 $0.47
 $0.42
 $0.48
(Loss) income from unconsolidated affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont, The Huntington, Siena Suwanee Town Center and Kingston at McLean Crossing as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio and the Single-Family Rental Portfolio I. During the year ended December 31, 2022, we recorded a $9,457 decrease in the fair value of our investment in NYC Retail Portfolio and a $2,723 increase in fair value in Single-Family Rental Portfolio I as well as $7,895 in distributions of income. During the year end ended December 31, 2021, we recorded a $61,945 increase in the fair value in the Single-Family Rental Portfolio I in addition to $4,145 of distributions of income and a $4,021 decrease in the fair value of NYC Retail Portfolio. Additionally, during the year ended December 31, 2022, we recorded an impairment charge related to our investment in Pioneer Tower in the amount of $12,838 as the carrying value of the investment exceeded its estimated fair value.
________
(1)Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates for all periods.
(2)Represents the normal and recurring AFFO reconciling adjustments for the NYC Retail Portfolio.

Investment income on marketable securities relates to dividends earned on our portfolio of publicly traded REIT securities. We made our initial purchase of marketable securities during the year ended December 31, 2021. We recorded dividend income of $1,505 and $418 during the years ended December 31, 2022 and 2021, respectively.

Net realized (loss) gain upon the sale of marketable securities relates to sales of individual stocks within our portfolio of publicly traded REIT stocks. We recorded a realized loss of $879 during the year ended December 31, 2022 as compared to a realized gain of $247 during the year end December 31, 2021.

Net unrealized change in fair value of investment in marketable securities relate to changes in fair value of our portfolio of publicly traded REIT securities. We recorded an unrealized loss of $9,570 during the year ended December 31, 2022 as compared to unrealized gains of $2,933 during the year ended December 31, 2021.
Gain on disposition of property and extinguishment of debt, net of $37,253 in the year ended December 31, 2022 relates to the gain on sale of Norfleet Distribution Center, The Edge at Lafayette and Oak Grove Plaza and the gain on disposal of property and relinquishment of debt, net of $33,422 in the year ended December 31, 2021 relates to the gain on sale of South Seattle Distribution Center.
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Management Overview
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to helpfor the reader understandYears ended December 31, 2021 and 2020:
For discussion on our results of operations for the years ended December 31, 2021 and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with,2020 please see our consolidated financial statements and the accompanying notes to the consolidated financial statements appearing elsewhere in this Form 10-K. All references to numbered Notes are to specific notes to our Consolidated Financial Statements beginningAnnual Report on page F-1 of this Form 10-K andfiled with the descriptions referred to are incorporated into the applicable portion of this section by reference. References to “base rent” in this Form 10-K refer to cash payments made under the relevant lease(s), excluding real estate taxes and certain property operating expenses that are paid by us and are recoverable under the relevant lease(s) and exclude adjustments for straight-line rent revenue and above- and below-market lease amortization.SEC on March 12, 2022.
The discussions surrounding our Consolidated Properties refer to our wholly or majority owned and controlled properties, which as of December 31, 2019 were comprised of:

Apartments
The Edge at Lafayette,
Townlake of Coppell,
AQ Rittenhouse,
Lane Parke Apartments,
Dylan Point Loma,
The Penfield,
180 North Jefferson,
Jory Trail at the Grove (acquired in 2017),
The Reserve at Johns Creek Walk (acquired in 2017),
Villas at Legacy (acquired in 2018),
Stonemeadow Farms (acquired in 2019),
Summit at San Marcos (acquired in 2019), and
Presley Uptown (acquired in 2019).
Industrial
Kendall Distribution Center,
Norfleet Distribution Center,
Suwanee Distribution Center,
South Seattle Distribution Center,
Grand Prairie Distribution Center,
Charlotte Distribution Center,
DFW Distribution Center,
O'Hare Industrial Portfolio,
Tampa Distribution Center,
Aurora Distribution Center,
Valencia Industrial Portfolio,
Pinole Point Distribution Center,
Mason Mill Distribution Center (acquired in 2017),
Fremont Distribution Center (acquired in 2019),
3324 Trinity Boulevard (acquired in 2019),
Taunton Distribution Center (acquired in 2019), and
Chandler Distribution Center (acquired in 2019).


Office
Monument IV at Worldgate,
140 Park Avenue,
San Juan Medical Center, and
Genesee Plaza (acquired in 2019).

Retail
The District at Howell Mill,
Grand Lakes Marketplace,
Oak Grove Plaza,
Rancho Temecula Town Center,
Skokie Commons,
Whitestone Market,
Maui Mall,
Silverstone Marketplace,
Kierland Village Center,
Timberland Town Center, and
Montecito Marketplace (acquired 2017).

Other
South Beach Parking Garage.

Sold Properties
14600 Sherman Way,24823 Anza Drive (sold in 2017, excluded from December 31, 2017 Consolidated Properties)2020),
14624 Sherman Way (sold in 2017, excluded from December 31, 2017 Consolidated Properties),
Railway Street Corporate Centre (sold in 2017, excluded from December 31, 2017 Consolidated Properties),
JolietSouth Seattle Distribution Center (sold in 2017, excluded from December 31, 2017 Consolidated Properties)2021),
Station Nine ApartmentsNorfleet Distribution Center (sold in 2018, excluded from December 31, 2018 Consolidated Properties)2022), and
111 Sutter StreetThe Edge at Lafayette (sold in 2019, excluded from December 31, 2019 Consolidated Properties)2022), and
Oak Grove Plaza (sold in 2022).
    
Discussions surrounding our Unconsolidated Properties refer to properties owned through joint venture arrangements or condominium interests, which were comprised of:
December 31, 20192022December 31, 20182021December 31, 20172020
Pioneer TowerPioneer TowerPioneer Tower
NYC Retail Portfolio(1)
NYC Retail Portfolio(1)
NYC Retail Portfolio(1)
Chicago Parking GarageChicago Parking GarageChicago Parking Garage
The TremontThe TremontThe Tremont
The HuntingtonThe HuntingtonThe Huntington
Siena Suwanee Town CenterSiena Suwanee Town CenterSiena Suwanee Town Center
The Tremont (2)Single-Family Rental Portfolio I (1)
The Tremont (2)Single-Family Rental Portfolio I (1)
The Huntington (2)
Kingston at McLean Crossing
The Huntington (2)
Kingston at McLean Crossing
________
(1)We have elected the Fair Value Option to account for this investment.
(2) Investment was acquired on July 19, 2018.(1)     We have elected the Fair Value Option to account for this investment.
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Our primary business is the ownership and management of a diversified portfolio of apartment, industrial, office, residential, retail and other properties primarily located in the United States. It is expected that over time our real estate portfolio will be further diversified on a global basis and will be complemented by investments in real estate-related assets.


We are managed by our Advisor, LaSalle, Investment Management, Inc., a subsidiary of our Sponsor, Jones Lang LaSalle IncorporatedJLL (NYSE: JLL), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. We hire property management and leasing companies to provide the on-site, day-to-day management and leasing services for our properties. When selecting a property management or leasing company for one of our properties, we look for service providers that have a strong local market or industry presence, create portfolio efficiencies, have the ability to develop new business for us and will provide a strong internal control environment that will comply with our Sarbanes-Oxley Act of 2002 internal control requirements. We currently use a mix of property management and leasing service providers that include large national real estate service firms, including an affiliate of our Advisor, and smaller local firms.
We seek to minimize risk and maintain stability of income and principal value through broad diversification across property sectors and geographic markets and by balancing tenant lease expirations and debt maturities across the real estate portfolio. Our diversification goals also take into account investing in sectors or regions we believe will create returns consistent with our investment objectives. Under normal conditions, we intend to pursue investments principally in well-located, well-leased properties within the apartment, industrial, office, residential, retail and other sectors. We expect to actively manage the mix of properties and markets over time in response to changing operating fundamentals within each property sector and to changing economies and real estate markets in the geographic areas considered for investment. When consistent with our investment objectives, we also seek to maximize the tax efficiency of our investments through like-kind exchanges and other tax planning strategies.

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The following charts summarize our portfolio diversification by property sector and geographic region based upon the fair value of our properties. These tables provide examples of how our Advisor evaluates our real estate portfolio when making investment decisions.
Estimated Percent of Fair Value as of December 31, 20192022


chart-e02fb1a5a917523595e.jpgjllipt-20221231_g6.jpg


chart-92435d43a28f5f50a49.jpgjllipt-20221231_g7.jpg

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Future Lease Expirations
The future lease expiration table represents the lease expirations by both total square feet and annualized minimum base rents for current tenants of our Consolidated Properties (excluding our apartmentresidential properties).
Year 
Total Occupied
Square Footage
 
Annualized
Minimum
Base Rents (1)
 
Percent of
Annualized Minimum
Base Rents
2020 (2)
 597,000
 $6,805
 7%
2021 395,000
 5,038
 5
2022 718,000
 7,824
 9
2023 1,520,000
 11,845
 13
2024 968,000
 9,018
 10
2025 1,009,000
 10,967
 12
2026 1,511,000
 8,196
 9
2027 776,000
 12,823
 14
2028 687,000
 4,485
 5
2029 and thereafter 695,000
 14,686
 16
YearTotal Occupied
Square Footage
Annualized
Minimum
Base Rents (1)
Percent of
Annualized Minimum
Base Rents
2023 (2)
487,000 $6,754 %
20241,425,000 16,930 10 
20251,401,000 17,869 10 
20262,582,000 18,714 11 
20272,097,000 29,102 16 
20282,102,000 16,052 
2029847,000 7,544 
20302,354,000 20,074 11 
2031275,000 3,832 
2032 and thereafter3,476,000 40,150 23 
________
(1)Amount calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues.

(1)Amount calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues.
(2)Does not include 3,382 short-term leases totaling approximately 2,937,000 square feet and approximately $64,213 in annualized minimum base rent associated with the 13 apartment properties as of December 31, 2019.
(2)Does not include 5,415 short-term leases totaling approximately 5,264,000 square feet and approximately $126,798 in annualized minimum base rent associated with our residential properties and single-family rental houses as of December 31, 2022.
Ten-Year Debt Repayment
The ten-year debt repayment table represents debt principal repayments and maturities and the weighted average interest rate of those repayments and maturities for our Consolidated Properties and our line of credit.Credit Facility, excluding mortgage notes payable held for sale.
YearPrincipal Repayments
and Maturities
Percent of Total
Outstanding Debt
Weighted Average
Interest Rate
2023$90,732 %3.90 %
202417,653 3.79 
2025418,473 22 4.86 
2026309,240 16 3.82 
2027447,860 23 4.77 
2028166,448 3.48 
2029138,110 4.21 
203089,694 2.98 
2031172,158 2.82 
2032 and thereafter93,246 2.99 
Year 
Principal Repayments
and Maturities
 
Percent of Total
Outstanding Debt
 
Weighted Average
Interest Rate
2020 $53,137
 6% 3.22%
2021 29,626
 4
 3.92
2022 8,082
 1
 3.42
2023 230,166
 27
 4.10
2024 41,393
 5
 3.77
2025 191,985
 23
 3.65
2026 138,419
 16
 5.12
2027 26,772
 3
 3.42
2028 2,584
 
 3.48
2029 and thereafter 120,971
 14
 3.40
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

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Critical Accounting Policies
This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies are those applicable to the following which can be found in greater detail within Note 2 Summary of Significant Accounting Policies.
Initial Valuations and Estimated Useful Lives or Amortization Periods for Real Estate Investments and Intangibles
These estimates are particularly important as they are used for the allocation of purchase price between building, land and other identifiable intangibles, including acquired in-place, above, below and at-market leases. As a result, the impact of these estimates on our operations could be substantial. Significant differences in annual depreciation or amortization expense may result from the differing useful life or amortization periods related to such purchased assets and liabilities.
We allocate the purchase price of acquired properties to tangible and identified intangible assets based on their relative fair values, using all pertinent information available at the date of acquisition. The allocation of the purchase price to tangible assets, such as building and land, is based upon our determination of the value of the property as if it were vacant. This “as-if vacant” value is estimated using an income, or discounted cash flow, approach that relies upon internally determined assumptions that we believe are consistent with current market conditions for similar properties. Land is valued using comparable land sales specific to the applicable market.
The purchase price of real estate assets is also allocated to intangible assets consisting of the above or below market component of in-place leases and the value of in-place leases. The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) management's estimate of the amounts that would be received using market rates over the remaining term of the lease. Factors considered in determining the value allocable to in-place leases include estimates, during estimated lease up periods, related to space that is actually leased at the time of acquisition. These estimates include (i) lost rent at market rates, (ii) fixed operating costs that will be recovered from tenants and (iii) theoretical leasing commissions and tenant improvements required to execute similar leases.
Impairment of Long-Lived Assets
Our estimate of the expected future cash flows used in testing for impairment is highly subjective and based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period, discount rates and the length of our anticipated holding period. These assumptions could differ materially from actual results. If our strategy changes or if market conditions otherwise dictate a reductionchange in the holding period and an earlier saleexit date, an impairment loss could be recognized and such loss could be material. NoDuring the year ended December 31, 2021, we determined that The Edge at Lafayette no longer fits our current investment objectives and strategy; therefore, we reduced our expected hold period. We further determined that this asset was impaired as the carrying value of the investment was not deemed recoverable. Therefore, we recognized an impairment charge totaling $1,822, which represents the difference between the sale price less estimated costs to sell and the carrying value of the property.
Collectibility of Rental Revenue
Individual leases are evaluated for collectibility at each reporting period. We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such strategy changes or market conditions have been identifiedconclusion is reached.

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Recent Events and Outlook
Property Valuations
Property valuations increased across our portfolio in the first half of the year especially within our residential, industrial and healthcare segments driven by good underlying property fundamentals and strong capital markets before flattening out in the third quarter. The fourth quarter saw property values decline as interest rates increased and capital markets rates of return widened.
Credit Facility
On April 28, 2022, we entered into our $1,000,000 Credit Facility, which consists of a $600,000 Revolving Credit Facility and a $400,000 Term Loan. The Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $1,300,000, subject to receipt of lender commitments and other conditions. We are in compliance with our debt covenants as of December 31, 2019.2022. We expect to maintain compliance with our debt covenants.
Liquidity
Recent EventsAt December 31, 2022, we had in excess of $70,000 in total cash on hand, $44,000 in marketable securities and Outlook$375,000 of capacity under our Credit Facility. Looking into 2023, we expect to utilize our cash on hand and Credit Facility capacity to acquire new properties, fund repurchases of our shares, extinguish mortgage notes maturing and fund quarterly distributions.
Share Repurchase Plan
During the fourth quarter of 2022, we repurchased 100% of redemption requests totaling $108,045 of our common stock pursuant to our share repurchase plan, which had a quarterly limit of $181,099. The quarterly limit on repurchases is calculated as 5% of our NAV as of the last day of the previous quarter. The limit for the first quarter of 2023 is $175,092.
Fair Value of Assets and Liabilities
We account for our approximate 14% investment in the NYC Retail Portfolio and our approximate 47% investment in the Single-Family Rental Portfolio I using the fair value option. During the year ended December 31, 2022, we recorded a unrealized fair value loss of $9,457 and a unrealized fair value gain of $2,723 related to our investments in NYC Retail Portfolio and Single-Family Rental Portfolio I, respectively. Our interest rate swaps resulted in an unrealized fair value gain of $3,766 as interest rates increased during the year. We utilize our interest rate swaps to fix interest rates on variable rate debt we plan to hold to maturity.

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General Company and Market Commentary
On July 6, 2018,December 21, 2021, the SEC declared our Second ExtendedCurrent Public Offering effective registering up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering period, subject to regulatory approval. The per share purchase price varies from day-to-dayday to day and, on each day, equals our NAV per share for each class of common stock, plus, for Class A and Class A-I shares, applicable selling commissions. The Dealer Manager has agreed to distributeis distributing shares of our common stock in our Second ExtendedCurrent Public Offering. We intend to primarily use the net proceeds from the offering, after we pay the fees and expenses attributable to the offerings and our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing instruments and (3) fund repurchases of our shares under our share repurchase plan.
On March 3, 2015, we commenced a private offeringour Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our private offeringsPrivate Offering will be used for the same corporate purposes as the proceeds of the First Extended Public Offering.from our public offerings.
On October 16, 2019, we, through our operating partnership, we initiated the DST Program to raise up to $500,000, which our board of directors may increase in its sole discretion,$2,000,000 in private placements exempt from registration under the Securities Act through the sale of beneficial interests to accredited investors in specific Delaware statutory trustsDSTs holding DST Properties, which may be sourced from our real properties or from third parties.
Over the past six years we have acquired 78 properties (all of these consistent with our investment strategy), sold 35 non-strategic properties, reduced our Company leverage ratio, decreased our average interest rate on debt, and increased cash reserves and Company-wide liquidity, while also providing increasing cash flow to our stockholders through our regular quarterly dividend payments.

Capital Raised and Use of Proceeds
As of December 31, 2019,2022, we have raised gross proceeds of approximately $2,110,000over $4,648,000 from our offeringspublic and private share salesofferings since 2012. We used these proceeds along with proceeds from borrowingsmortgage debt to acquire approximately $2,533,000$5,455,000 of real estate investments, deleverage the Company by repaying mortgage loans of approximately $498,000$655,000 and repurchase shares of our common stock offor approximately $513,000.
We have executed on a number of our key strategic initiatives during 2019, including:$1,157,000.
Property Acquisitions
acquired Fremont Distribution Center for $47,000,five industrial properties totaling 1,801,000 square feet,
acquired Stonemeadow Farms for $81,800,eight office properties all focused in the healthcare industry totaling totaling 276,000 square feet,
acquired 3324 Trinity Boulevard for $16,150,three residential properties totaling 713,000 square feet and entered into joint venture that purchased over 300 single-family rental houses and
acquired Genesee Plaza for $89,500,
acquired Summit at San Marcos for $71,750,
acquired Taunton Distribution Center for $25,700,
acquired Presley Uptown for $55,250, and
acquired Chandler Distribution Center for $31,000.three retail properties totaling 171,000 square feet.
Property Dispositions
disposed of 111 Sutter Street for approximately $227,000.4001 Norfleet, The Edge at Lafayette and Oak Grove Plaza.
FinancingsFinancing
repaidentered into two new mortgage notes totaling in excess of $95,000,
assumed one mortgage note payable on 111 Sutter Street oftotaling approximately $52,300,$55,000 and
repaid one mortgage note payable on Grand Prairie Distribution Center of $8,600,
repaid mortgage note payable on The Reserve at Johns Creek of approximately $23,100,
entered into a $45,000 mortgage note payable on Stonemeadow Farms, and
entered into a $26,000 mortgage note payable on The Reserve at Johns Creek.totaling $8,700.
Leasing and Occupancy
We ended 20192022 with our stabilized portfolio occupancy at 96%. We calculate stabilized portfolio occupancy as the occupancy of all the properties we own, excluding newly constructed properties that have not yet leased up to 90% since our acquisition of the property. During the year we signed new or renewal leases encompassing almost 1,479,000approximately 1,180,000 square feet of industrial, office and retail property space. Additionally, for properties owned all 12 months of 2021 and 2022 we had 62% of our expiring apartment leases renew. Our portfolio-wide occupancy increased from 93% at the end of 2018.experienced a 7.8% increase in rental revenue and a 9.3% increase in net operating income in 2022 as compared to 2021.
During 2019,2022, we raised approximately $460,000$1,238,000 of new capital and acquired over $418,000$956,000 of real estate investments. These properties are in keeping with the investment strategy we began over seven years agoin 2012 and provide solid cash flow and good dividend coverage. We will continue to acquire these types of properties in 20202023 and beyond.
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The 20192022 property sales, new acquisitions and leasing activity arewere in line with our long-term strategic objectives of generating attractive income, preserving stockholder capital and realizing moderate appreciation of our NAV over time. Our gross dividends declared and paid in 20192022 was $0.58$0.56 per share.
Investment Objectives and Strategy
Our primary investment objectives are:
to generate an attractive level of current income for distribution to our stockholders;
to preserve and protect our stockholders' capital investments;
to achieve appreciation of our NAV over time; and
to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.

The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets. We believe this strategy enables us to provide our stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and, over time, internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.
We believe that our broadly diversified portfolio benefits our stockholders by providing:
diversification of sources of income;
access to attractive real estate opportunities currently in the United States and, over time, around the world; and
exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are often cyclical in nature, our strategy allows us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also intend to invest in debt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors reviews the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders.
We seek to invest:
up to 95% of our assets in properties;
up to 25% of our assets in real estate-related assets; and
up to 15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside these target levels due to numerous factors including, but not limited to, large inflows of capital over a short period of time, lack of attractive investment opportunities or increases in anticipated cash requirements for repurchase requests.
We expect to maintain a targeted Companycompany leverage ratio (calculated as our share of total liabilities divided by our share of the fair value of total assets) of between 30% and 50%. We intend to use low leverage, or in some cases possibly no leverage, to finance new acquisitions in order to maintain our targeted Companycompany leverage ratio. Our Companycompany leverage ratio was 33%36% as of December 31, 2019.2022.
Net Asset Value
The NAV per share for our five classes of common stock was between $12.22$14.36 and $12.25$14.40 as of December 31, 2019.2022. The increasedecrease of approximately $0.10$0.55 per share in NAV from September 30, 20192022 is primarily related to an increasedecrease in the values of our properties and the accrual of property income.properties. Additionally, we paid a distribution of $0.135$0.14 per share during the quarter ended December 31, 2019,2022, less share
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class specific fees. For the year ended 2019,2022, our Class A, Class M, Class A-I, and Class M-I common stock had total net returns of 5.11%9.27%, 5.59%9.75%, 5.60%9.77% and 5.89%9.97%, respectively, including cash distributions of $0.58$0.56 per share, less share class specific fees.

The following table reconciles stockholders' equity per our Consolidated Balance Sheet to our NAV:
 December 31, 2019
Stockholders' equity under GAAP$1,492,736
Adjustments: 
Accrued dealer manager fees (1)
90,965
Organization and offering costs (2)
438
Unrealized real estate appreciation (3)
164,820
Accumulated depreciation, amortization and other (4)
278,007
NAV$2,026,966
________
(1)Accrued dealer manager fees represents the accrual for future dealer manager fees for Class A, Class M and Class A-I shares. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock as an offering cost.  For NAV calculation purposes, dealer manger fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee.
(2)The Advisor agreed to advance organization and offering costs on our behalf through July 6, 2018. Such costs will be reimbursed to the Advisor ratably over 36 months through July 5, 2021. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For NAV, such costs will be recognized as a reduction to NAV ratably over 36 months.
(3)Our investments in real estate are presented under historical cost in our GAAP Consolidated Financial Statements. As such, any increases in the fair market value of our investments in real estate are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate are recorded at fair value.
(4)We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV. Additionally, we make other fair value adjustments to our NAV to account for differences with historical cost GAAP, an example would be straight-line rent revenue.
20202023 Key Initiatives
During 2020, we intendOur initiatives for 2023 are to use capital raised from our public and private offerings and the DST Program to makeacquire new acquisitions that will furtherinvestment opportunities, repurchase stock under our investment objectivesshare repurchase plan, and are in keeping with our investment strategy.fund quarterly distributions. Likely acquisition candidates may include well-located, well-leasedresidential properties, industrial, properties, medical office properties,healthcare, grocery-anchored retail properties and apartment properties. We will look to acquire otheroriginating mortgage loan investments that align with our property types when the opportunities and risk profile match our investment objectives and strategy. We will also attempt to further our geographic diversification. We will use debt financing to take advantage of the current favorablewhen attractive interest rate environment,rates are available, while looking to keep the Companycompany leverage ratio in the 30% to 50% range in the near term. We also intend to use our revolving line of creditRevolving Credit Facility to allow us to efficiently manage our cash flows.

2019 Key Events and Accomplishments
On February 7, 2019, we sold 111 Sutter Street for approximately $227,000 less closing costs and repaid the mortgage note payable
74

Table of approximately $52,300. We recorded a gain on the sale of the properties in the amount of $107,108. The sale generated a large, long-term taxable gain that impacted the characterization of our dividends paid for 2019.Contents
On February 8, 2019, we repaid the Grand Prairie Distribution Center mortgage note payable of $8,600.
On March 29, 2019, we acquired Fremont Distribution Center, a 237,000 square foot, two-building industrial property located in Fremont, California, for approximately $47,000. The acquisition was funded with cash on hand.
On May 13, 2019, we acquired Stonemeadow Farms, a 280-unit apartment property located in Bothell, Washington, for approximately $81,800. The acquisition was funded with cash on hand.
On May 31, 2019, we acquired 3324 West Trinity Boulevard, a 145,000 square foot industrial distribution center located in Grand Prairie, Texas for approximately $16,150. The acquisition was funded with cash on hand.
On July 2, 2019, we acquired Genesee Plaza, a 161,000 square foot two building medical office campus located in San Diego, California, for approximately $89,500. The acquisition was funded by the assumption of a six-year mortgage loan that bears interest at a fixed rate of 4.30% in the amount of approximately $41,550 and with cash on hand.
On July 22, 2019, we entered into a $45,000 mortgage payable on Stonemeadow Farms. The interest-only mortgage note bears an interest rate of 3.62% and matures on August 5, 2029.
On July 31, 2019, we acquired Summit at San Marcos, a 273-unit apartment property located in Chandler, Arizona, for approximately $71,750. The acquisition was funded with a draw on the Credit Facility and cash on hand.
On August 23, 2019, we acquired Taunton Distribution Center, a 200,000 square foot industrial distribution center located in Taunton, Massachusetts, for approximately $25,700. The acquisition was funded with cash on hand.
On September 27, 2019, we repaid the Reserve at Johns Creek mortgage note payable of approximately $23,100.
On September 30, 2019, we acquired a 97.5% interest in Presley Uptown, a 230-unit apartment property in the Uptown submarket of Charlotte, North Carolina. The joint venture acquired the property for approximately $55,250. The acquisition was funded with a draw on the Credit Facility and cash on hand.
On November 27, 2019, we entered into a $26,000 mortgage note payable on The Reserve at Johns Creek. The mortgage note bears an interest rate of 3.58% and matures on December 1, 2029.
On December 5, 2019, we acquired our joint venture partners 10% interest in Townlake of Coppell for $6,000 plus the assumption of the joint venture partners pro rata share of the mortgage loan in the amount of $2,880. The acquisition was funded with cash on hand.
On December 6, 2019, we acquired Chandler Distribution Center, a 211,000 square foot industrial distribution center located in Chandler, Arizona for $31,000. The acquisition was funded with cash on hand.
For the year ended December 31, 2019, we repurchased $121,822 of shares of our common stock through the share repurchase plan.
Subsequent Events
On January 29, 2020, we acquired Millford Crossing, a grocery-anchored retail center located in Milford, Massachusetts, for approximately $42,000. The acquisition was funded with cash on hand.
On February 6, 2020, we acquired Fountainhead Corporate Park, a 300,000 square foot, two-building Class A office portfolio comprised of two 6-story buildings located in the Phoenix, Arizona submarket of Tempe for approximately $61,500. The acquisition was funded with cash on hand.



Results of Operations
General
Our revenues are primarily received from tenants in the form of fixed minimum base rents and recoveries of operating expenses. Our expenses primarily relate to the costs of operating and financing our properties. Our share of the net income, net loss or dividend income from our unconsolidated properties is included in equity in income of unconsolidated affiliates. We believe the following analysis of reportable segments provides important information about the operating results of our real estate investments, such as trends in total revenues or operating expenses that may not be as apparent in a period-over-period comparison of our entire Company. We group our investments in real estate assets from continuing operations into five reportable operating segments based on the type of property: apartment, industrial, office, residential, retail and other. Operations from corporate level items and real estate assets sold are excluded from reportable segments.
Results of Operations for the Years ended December 31, 20192022 and 2018:2021:
Properties acquired or sold during any of the periods are presented within the recent acquisitions and sold properties line until the property has been owned for all periods presented. The properties currently presented within the recent acquisitions and sold properties line include the properties listed as either acquired or sold in the Management Overview section above. Properties62 of our consolidated properties have been owned for the entire years ended December 31, 20192022 and 20182021 and are referred to as our comparable properties.
Revenues
The following chart sets forth revenues, by reportable segment, for the years ended December 31, 20192022 and 2018:
  Year Ended December 31, 2019 Year Ended December 31, 2018 
$
 Change
 
%
Change
Revenues: 
 
    
Rental revenue 

 

 

 

Apartments $45,769
 $44,727
 $1,042
 2.3 %
Industrial 40,855
 40,290
 565
 1.4
Office 13,792
 14,520
 (728) (5.0)
Retail 45,699
 46,168
 (469) (1.0)
Other 318
 305
 13
 4.3
Comparable properties total $146,433
 $146,010
 $423
 0.3 %
Recent acquisitions and sold properties 20,737
 18,696
 2,041
 10.9
Total rental revenue $167,170
 $164,706
 $2,464
 1.5 %
  

 

    
Other revenue 

 

    
Apartments $2,710
 $2,713
 $(3) (0.1)%
Industrial 469
 4
 465
 11,625
Office 85
 12
 73
 608.3
Retail 715
 529
 186
 35.2
Other 2,204
 2,218
 (14) (0.6)
Comparable properties total $6,183
 $5,476
 $707
 12.9 %
Recent acquisitions and sold properties 926
 330
 596
 180.6
Total other revenue $7,109
 $5,806

$1,303
 22.4 %
Total revenues $174,279
 $170,512
 $3,767
 2.2 %

2021:
 Year Ended December 31, 2022Year Ended December 31, 2021$
 Change
%
Change
Revenues:
Rental revenue
Industrial$54,853 $51,786 $3,067 5.9 %
Office28,849 27,840 1,009 3.6 
Residential68,871 62,844 6,027 9.6 
Retail50,788 46,049 4,739 10.3 
Other310 379 (69)(18.2)
Comparable properties total$203,671 $188,898 $14,773 7.8 %
Recent acquisitions and sold properties123,960 39,042 84,918 217.5 
Total rental revenue$327,631 $227,940 $99,691 43.7 %
Other revenue
Industrial$109 $238 $(129)(54.2)%
Office1,386 1,706 (320)(18.8)
Residential3,586 3,329 257 7.7 
Retail497 498 (1)(0.2)
Other2,099 2,588 (489)(18.9)
Comparable properties total$7,677 $8,359 $(682)(8.2)%
Recent acquisitions and sold properties1,880 3,039 (1,159)(38.1)
Total other revenue$9,557 $11,398 $(1,841)(16.2)%
Total revenues$337,188 $239,338 $97,850 40.9 %
Rental revenue at comparable properties increased by $423$14,773 for the year ended December 31, 20192022 as compared to the same period in 2018.2021. The increase isincreases within our residential, office and industrial segments was primarily related to slight increasesan increase in rental rates and occupancy at our apartmentvarious properties resulting in an increase of $1,042 during the year ended December 31, 20192022 as compared to the same period of 2021. The increase in 2018 and due to a new lease signed at Kendall Distribution Center of $989. The decreases within our office and retail segments aresegment was primarily related to recovery revenue and expenses no longer being reflectedan overall increase in our operations forcollections from tenants that contract and pay expenses directlyexperienced a decrease in operations from COVID-19 in 2021 as of the result of new accounting guidance adopted on January 1, 2019, which applies to current and future periods. Recoverywell as an increase in recovery revenue related to real estate taxes hadincreased operating expenses with the largest impact with decreases reflecting $1,182 withinsegment during the industrial segment, $568 within the retail segment, and $539 within the office segment.year ended December 31, 2022 as compared to 2021.
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Other revenues relate mainly to parking and nonrecurring revenue such as lease termination fees. Other revenue at comparable properties increaseddecreased by $707$682 for the year ended December 31, 20192022 as compared to the same period in 2018.2021. The increasedecrease is primarily related to approximately $489 of lower parking revenue at our parking garage in Miami, FL and a reduction of lease termination fees received at Pinole Point Distribution Center in the amount of $350, Skokie Commons of $282 and Silverstone Marketplace of $105 during the year ended December 31, 2019. A new lease was signed in conjunction with the lease termination at Pinole Point Distribution Center and the property remains 100% leased as of December 31, 2019.within our office segment.
Operating Expenses
The following chart sets forth real estate taxes and property operating expenses, by reportable segment, for the years ended December 31, 20192022 and 2018:2021:
 Year Ended December 31, 2019 Year Ended December 31, 2018 
$
 Change
 
%
Change
Year Ended December 31, 2022Year Ended December 31, 2021$
 Change
%
Change
Operating expenses: 
 
    Operating expenses:
Real estate taxes 

 

    Real estate taxes
Apartments $8,536
 $7,885
 $651
 8.3 %
Industrial 6,723
 7,714
 (991) (12.8)Industrial$8,906 $8,731 $175 2.0 %
Office 1,327
 1,785
 (458) (25.7)Office3,404 3,327 77 2.3 
ResidentialResidential10,720 11,536 (816)(7.1)
Retail 5,063
 5,705
 (642) (11.3)Retail5,704 5,684 20 0.4 
Other 449
 512
 (63) (12.3)Other389 459 (70)(15.3)
Comparable properties total $22,098
 $23,601
 $(1,503) (6.4)%Comparable properties total$29,123 $29,737 $(614)(2.1)%
Recent acquisitions and sold properties 2,914
 1,790
 1,124

62.8
Recent acquisitions and sold properties16,186 3,100 13,086 422.1 
Total real estate taxes $25,012
 $25,391
 $(379) (1.5)%Total real estate taxes$45,309 $32,837 $12,472 38.0 %
 

 

    
Property operating expenses: 

 

    Property operating expenses:
Apartments $13,109
 $12,930
 $179
 1.4 %
Industrial 3,218
 3,159
 59
 1.9
Industrial$5,007 $4,740 $267 5.6 %
Office 2,064
 2,085
 (21) (1.0)Office6,968 6,538 430 6.6 
ResidentialResidential20,215 18,674 1,541 8.3 
Retail 7,117
 7,251
 (134) (1.8)Retail8,143 7,698 445 5.8 
Other 823
 730
 93
 12.7
Other798 755 43 5.7 
Comparable properties total $26,331
 $26,155
 $176
 0.7 %Comparable properties total$41,131 $38,405 $2,726 7.1 %
Recent acquisitions and sold properties 5,452
 5,096
 356

7.0
Recent acquisitions and sold properties20,406 5,590 14,816 265.0 
Total property operating expenses $31,783
 $31,251
 $532
 1.7 %Total property operating expenses$61,537 $43,995 $17,542 39.9 %
Total operating expenses $56,795
 $56,642
 $153
 0.3 %Total operating expenses$106,846 $76,832 $30,014 39.1 %
Real estate taxes at comparable properties decreased by $1,503$614 for the year ended December 31, 20192022 as compared to the same period in 2018. The overall decrease is primarily related to expenses no longer being reflected in our operations for tenants that pay real estate taxes directly as a result of the new lease accounting guidance adopted on January 1, 2019, which applies to current and future periods.2021. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estatesestate taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases. In 2022, we received real estate tax refunds at 180 N Jefferson and Lane Parke Apartments within our residential segment.
Property operating expenses consist of the costs of ownership and operation of the real estate investments, many of which are recoverable under net leases. Examples of property operating expenses include insurance, utilities and repair and maintenance expenses. Property operating expenses at comparable properties wereincreased by $2,726 during the year ended December 31, 2022 as compared to the same period in line with the prior year.2021. The increases generally relate to higher property management fees due to higher revenues, higher salary costs and higher utility costs in some markets.

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The following chart sets forth expenses not directly related to the operations of the reportable segments for the years ended December 31, 20192022 and 2018:2021:
Year Ended December 31, 2019
Year Ended December 31, 2018 
$
 Change
 
%
 Change
Year Ended December 31, 2022Year Ended December 31, 2021$
 Change
%
 Change
Property general and administrative$1,659

$918
 $741
 80.7 %Property general and administrative$(2,882)$(1,596)$(1,286)80.6 %
Advisor fees23,026

21,127
 $1,899
 9.0
Advisor fees(50,333)(65,667)15,334 (23.4)
Company level expenses3,201

2,718
 $483
 17.8
Company level expenses(8,762)(4,841)(3,921)81.0 
Provision for impairment of real estateProvision for impairment of real estate— (1,822)1,822 (100.0)
Depreciation and amortization67,348

62,037
 $5,311
 8.6
Depreciation and amortization(138,104)(94,051)(44,053)46.8 
Interest expense36,185

33,135
 $3,050
 9.2
Interest expense(99,284)(48,230)(51,054)105.9 
Income from unconsolidated affiliates and fund investments(7,066)
(2,004) $(5,062) 252.6
Gain on disposition of property and extinguishment of debt(106,871)
(29,665) $(77,206) 260.3
(Loss) income from unconsolidated affiliates and fund investments(Loss) income from unconsolidated affiliates and fund investments(3,403)67,333 (70,736)(105.1)
Investment income on marketable securitiesInvestment income on marketable securities1,505 418 1,087 260.0 
Net realized (loss) gain upon sale of marketable securitiesNet realized (loss) gain upon sale of marketable securities(879)247 (1,126)(455.9)
Net unrealized change in fair value of investment in marketable securitiesNet unrealized change in fair value of investment in marketable securities(9,570)2,933 (12,503)(426.3)
Gain on disposition of property and extinguishment of debt, netGain on disposition of property and extinguishment of debt, net37,253 33,422 3,831 11.5 
Total expenses$17,482

$88,266
 $(70,784) (80.2)%Total expenses$(274,459)$(111,854)$(162,605)145.4 %
Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses increased $741 primarily$1,286 for the year ending December 31, 2022 as compared to the same period in 2021 due to state income taxesthe increase in the number of $200 resultingproperties we own. Additionally, in 2021 we received a partial recovery of a deposit for an unsuccessful acquisition received from the tax gain on the sale of 111 Sutter Street and increases in both legal expenses and expenses related to unsuccessful acquisitions.2020.
Advisor fees relate to the fixed advisory and performance fees earned by our Advisor. Fixed fees increase or decrease based on changes in our NAV which will be primarily impacted by changes in capital raised and the value of our properties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that calendar year, where in our Advisor will receive 10% of the excess total return above the 7% threshold. The increasedecrease in advisor fees of $1,899$15,334 for the year ended December 31, 2019 as compared to the same period of 20182022 is primarily related to thea decrease in performance fees in 2022 partially offset by an increase in our NAV attributable to capital raised over the past year.fixed fees.
Company level expenses relate mainly to our compliance and administration related costs. Company level expenses increased $483$3,921 for the year ended December 31, 20192022 as compared to the same period in 20182021 primarily duerelated to corporate legal feesa $3,124 tax provision increase primarily related to gains on sales of properties in our taxable REIT subsidiary related to the DST program and increasedincreases in professional service fees.fees as well as the increase in size of our portfolio.
Provision for impairment of real estate relates to real estate investments where the estimated future undiscounted cash flows have decreased below the carrying value of the property. A provision for impairment of real estate is recorded to write the property down from its carrying value to its fair value. We recorded a provision for impairment of $1,822 related to The Edge at Lafayette during the year ended December 31, 2021.
Depreciation and amortization expense is impacted by the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase price allocation. The increase of $5,311$44,053 in depreciation and amortization expense for the year ended December 31, 20192022 as compared to the same period in 20182021 is primarily related to additional expense from acquisitions offset by lower expenses from property dispositions.our 2022 and 2021 acquisitions.
Interest expense increased by $3,050$51,054 for the year ended December 31, 20192022 as compared to the same period in 20182021 primarily as a result of increased borrowings on our Credit Facility and mortgage notes obtained as well as $32,962 increased interest expense on the financial obligations related to the DST Program which includes non-cash interest expense of $15,283 related to a property we exercised our fair market value purchase option on in 2022. Offsetting the increases were unrealized lossesgains on our interest rate swaps more than offsettingin the decrease inamount of $7,686 during the year ended December 31, 2022 compared to unrealized losses of $3,920 during the year ended December 31, 2021. We expect to incur significant amounts of non-cash interest expense duein future periods related to a lower outstanding balancethe exercising of the fair value option on our Credit Facility and extinguishmentDST Properties.

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Table of mortgage notes payable.Contents
Income(Loss) income from unconsolidated affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont, and The Huntington, Siena Suwanee Town Center and Kingston at McLean Crossing as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio. ThePortfolio and the Single-Family Rental Portfolio I. During the year ended December 31, 2022, we recorded a $9,457 decrease in the fair value of our investment in NYC Retail Portfolio and a $2,723 increase in fair value in Single-Family Rental Portfolio I as well as $7,895 in distributions of income. During the year end ended December 31, 2021, we recorded a $61,945 increase in the fair value in the Single-Family Rental Portfolio I in addition to $4,145 of distributions of income and a $4,021 decrease in the fair value of NYC Retail Portfolio. Additionally, during the year ended December 31, 2019 is primarily2022, we recorded an impairment charge related to us owning The Tremont and The Huntington an entire year in 2019 compared to just a partial year in 2018. In addition, we recorded a $4,234 increase in the fair value and received $2,000 in operating distributions from our investment in Pioneer Tower in the NYC Retail Portfolioamount of $12,838 as the carrying value of the investment exceeded its estimated fair value.
Investment income on marketable securities relates to dividends earned on our portfolio of publicly traded REIT securities. We made our initial purchase of marketable securities during the year ended December 31, 2021. We recorded dividend income of $1,505 and $418 during the years ended December 31, 2022 and 2021, respectively.
Net realized (loss) gain upon the sale of marketable securities relates to sales of individual stocks within our portfolio of publicly traded REIT stocks. We recorded a realized loss of $879 during the year ended December 31, 2022 as compared to a $2,226 increaserealized gain of $247 during the year end December 31, 2021.
Net unrealized change in the fair value and receipt of $829investment in operating distributionsmarketable securities relate to changes in fair value of our portfolio of publicly traded REIT securities. We recorded an unrealized loss of $9,570 during the same periodyear ended December 31, 2022 as compared to unrealized gains of 2018.$2,933 during the year ended December 31, 2021.
Gain on disposition of property and extinguishment of debt, net of $106,871 is primarily related to the disposition of 111 Sutter Street during$37,253 in the year ended December 31, 2019 whereas2022 relates to the gain duringon sale of Norfleet Distribution Center, The Edge at Lafayette and Oak Grove Plaza and the gain on disposal of property and relinquishment of debt, net of $33,422 in the year ended December 31, 20182021 relates to the gain on sale of Station Nine Apartments.South Seattle Distribution Center.
Results of Operations for the Years ended December 31, 20182021 and 2017:2020:
For discussion on our results of operations for the years ended December 31, 20182021 and 20172020 please see our Annual Report on Form 10-K filed with the SEC on March 8, 2019.12, 2022.

FUNDS FROM OPERATIONS
Consistent with real estate industry and investment community preferences, we consider FFO as a supplemental measure of the operating performance for a real estate investment trust and a complement to GAAP measures because it facilitates an understanding of the operating performance of our properties. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income attributable to the Company (computed in accordance with GAAP), excluding gains or losses from cumulative effects of accounting changes, extraordinary items, impairment write-downs of depreciable real estate and sales of properties, plus real estate related depreciation and amortization and after adjustments for these items related to noncontrolling interests and unconsolidated affiliates.
FFO does not give effect to real estate depreciation and amortization because these amounts are computed to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO provides stockholders with an additional view of our operating performance. We also use Adjusted FFO ("AFFO") as a supplemental measure of operating performance. We define AFFO as FFO adjusted for straight-line rental income, amortization of above- and below-market leases, amortization of net discount on assumed debt, gains or losses on the extinguishment or modification of debt, performance fees based on the investment returns on shares of our common stock, acquisition related costs and adjustments for DST program properties. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO and AFFO provide investors with an additional view of our operating performance.
In order to provide a better understanding of the relationship between FFO, AFFO and GAAP net income, the most directly comparable GAAP financial reporting measure, we have provided reconciliations of GAAP net income attributable to JLL Income Property Trust, Inc. to FFO and FFO to AFFO. FFO and AFFO do not represent cash flow from operating activities in accordance with GAAP, should not be considered as an alternative to GAAP net income is not a measure of liquidity or an indicator of the Company's ability to make cash distributions. We believe that to more comprehensively understand its operating performance, FFO and AFFO should be considered along with its reported net income attributable to JLL Income Property Trust, Inc. and its cash flows in accordance with GAAP, as presented in our consolidated financial statements. Our presentations of FFO and AFFO are not necessarily comparable to the similarly titled measures of other REITs due to the fact that not all REITs use the same definitions.
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Table of Contents
The following table presents a reconciliation of net income to NAREIT FFO for the periods presented:
 Reconciliation of net income to NAREIT FFOYear ended December 31,
 202220212020
Net (loss) income attributable to JLL Income Property Trust, Inc.$(42,551)$49,121 $(44,006)
Real estate depreciation and amortization(1)
144,239 105,631 84,842 
(Gain) loss on disposition of property and unrealized loss (gain) on investment in unconsolidated real estate affiliate(1)
(29,846)(97,525)14,344 
Impairment of depreciable real estate(1)
12,341 1,774 1,506 
NAREIT FFO attributable to JLL Income Property Trust, Inc. Common Stockholders$84,183 $59,001 $56,686 
Weighted average shares outstanding, basic and diluted229,552,710 186,610,215 170,613,298 
NAREIT FFO per share, basic and diluted$0.37 $0.32 $0.33 
________
(1)    Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates for all periods.
The following table presents a reconciliation of NAREIT FFO to AFFO for the periods presented:
 Reconciliation of NAREIT FFO to AFFOYear ended December 31,
 202220212020
NAREIT FFO attributable to JLL Income Property Trust, Inc.$84,183 $59,001 $56,686 
Straight-line rental income(1)
(7,815)(4,503)(1,510)
Amortization of above- and below-market leases(1)
(3,845)(3,231)(2,410)
Amortization of net premium/(discount) on assumed debt(1)
(1,208)(442)(129)
(Gain) loss on derivative instruments and extinguishment or modification of debt(1)
(12,396)(3,413)7,857 
Adjustment for investments accounted for under the fair value option(2)
7,097 3,276 1,291 
Net unrealized change in fair value of investment in marketable securities (1)
9,244 (2,823)— 
Performance fees(1)
6,796 36,028 — 
Acquisition expenses(1)
377 (582)2,194 
Adjustment for DST Program properties(3)
17,512 (5,017)(1,145)
AFFO attributable to JLL Income Property Trust, Inc. Common Stockholders$99,945 $78,294 $62,834 
Weighted average shares outstanding, basic and diluted229,552,710 186,610,215 170,613,298 
AFFO per share, basic and diluted$0.44 $0.42 $0.37 
________
(1)    Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates for all periods.
(2)    Represents the normal and recurring AFFO reconciling adjustments for the NYC Retail Portfolio and Single-Family Rental Portfolio I.
(3)    Adjustments to reflect the AFFO attributable to the Company for DST Program properties including non-cash interest expense related to the FMV Option. Prior periods adjusted to conform to current period presentation.

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Review of our Policies
Our board of directors, including our independent directors, has reviewed our policies described in this Annual Report on Form 10-K and our registration statement related to our Second ExtendedCurrent Public Offering, as well as other policies previously reviewed and approved by our board of directors, and determined that they are in the best interests of our stockholders because: (1) they increase the likelihood that we will be able to acquire a diversified portfolio of income-producing properties, thereby reducing risk in our portfolio; (2) there are sufficient property acquisition opportunities with the attributes that we seek; (3) our executive officers, directors and affiliates of our Advisor have expertise with the type of real estate investments we seek; (4) borrowings should enable us to purchase assets and earn rental income more quickly; and (5) best practices corporate governance and high ethical standards help promote long-term performance, thereby increasing our likelihood of generating income for our stockholders and preserving stockholder capital.

Liquidity and Capital Resources
Our primary uses and sources of cash are as follows:
UsesSources
Short-term liquidity and capital needs such as:Operating cash flow, including the receipt of distributions of our share of cash flow produced by our unconsolidated real estate affiliates
Interest payments on debt
Distributions to stockholdersProceeds from secured loans collateralized by individual properties
Fees payable to our Advisor
Minor improvements made to individual properties that are not recoverable through expense recoveries or common area maintenance charges to tenantsProceeds from our revolving line of creditCredit Facility
Sales of our shares
General and administrative costsSales of real estate investments
Costs associated with our continuous public offeringDraws from lender escrow accounts
Other Companycompany level expensesSales of beneficial interests in the DST Program
Lender escrow accounts for real estate taxes, insurance, and capital expenditures
Fees payable to our Dealer Manager
Longer-term liquidity and capital needs such as:
Acquisitions of new real estate investments
Expansion of existing properties
Tenant improvements and leasing commissions
Debt repayment requirements, including both principal and interest
Repurchases of our shares pursuant to our Share Repurchase Planshare repurchase plan
Fees payable to our Dealer Manager
The sources and uses of cash for the years ended December 31, 20192022 and 20182021 were as follows:
Year Ended December 31, 2022Year Ended December 31, 2021$ Change
Net cash provided by operating activities$60,503 $87,349 $(26,846)
Net cash used in investing activities(782,947)(1,488,573)705,626 
Net cash provided by financing activities704,530 1,421,272 (716,742)

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 Year Ended December 31, 2019 Year Ended December 31, 2018 $ Change
Net cash provided by operating activities$62,702
 $59,393
 $3,309
Net cash used in investing activities(179,844) (34,436) (145,408)
Net cash provided by (used in) financing activities185,895
 (22,121) 208,016
CashNet cash provided by operating activities increaseddecreased by $3,309$26,846 for the year ending December 31, 2019,2022, as compared to the same period in 2018.2021. The increasedecrease in cash from operating activities is primarily fromdue to the operationsperformance fee earned by the Advisor in 2021 and paid in 2022 in the amount of our acquisitions occurring in 2018 and 2019 as well as from an increase in operating distributions from our unconsolidated joint ventures.$36,711.


CashNet cash used in investing activities increaseddecreased by $145,408$705,626 for the year ending December 31, 20192022 as compared to the same period in 2018.2021. The overall increasedecrease during the year ended December 31, 2022 as compared to 2020 was primarily related to an decrease in acquisitions of $394,470 and a $315,899decrease in investments in unconsolidated joint ventures in the amount of $246,897, as well as lower net investments in marketable securities of $28,601. Also impacting the decrease in net cash used in investing activities was an increase in proceeds from the sales of real estate investments during the year ended December 31, 2022 in the amount of $98,247 as compared to $66,992 during the year ended December 31, 2021.
Net cash used to acquire new propertiesprovided by financing activities decreased by $716,742 for the year ending December 31, 20192022 as compared to the same period in 2018, offset by a2021. The decrease in cash used for investments in unconsolidated real estate affiliates of $33,496. During the year ended December 31, 2018, we received cash in the amount of $74,478 from the sale of Station Nine Apartments as compared to $216,010 during the year ended December 31, 2019 related to the sale of 111 Sutter Street.
Cash provided by (used in) financing activities increased by $208,016 for the year ending December 31, 2019 as compared to the same period in 2018. The change is primarily related to an increase in cash received from net stock subscriptions of $288,124 for the year ending December 31, 2019 as compared to the same period in 2018. Offsetting this increase was a decrease inlower net proceeds from mortgage note payables and other debt payable of $71,122$733,399 for the year ending December 31, 20192022 as compared to the same period in 2018.2021. The change also resulted from a decrease in cash from net sales of common stock of $37,335 during the year ending December 31, 2022 as compared to the same period in 2021.
Financing
We have relied primarily on fixed-rate financing, locking in what were favorable spreads between real estate income yields and mortgage interest rates, and have tried to maintain a balanced schedule of debt maturities. We also use interest rate derivatives to manage our exposure to interest rate movements of our variable rate debt. The following consolidated debt table provides information on the outstanding principal balances and the weighted average interest rate at December 31, 20192022 and 2018:2021:
Consolidated DebtConsolidated Debt
December 31, 2019 December 31, 2018 December 31, 2022December 31, 2021
Principal
Balance
 Weighted Average Interest Rate 
Principal
Balance
 Weighted Average Interest Rate Principal
Balance
Weighted Average Interest RatePrincipal
Balance
Weighted Average Interest Rate
Fixed$843,135
 3.64% $789,099
 3.67%Fixed$1,362,214 3.38 %$1,268,220 3.37 %
Variable
 
 90,000
 3.85
Variable581,400 5.81 551,400 1.71 
Total$843,135
 3.64% $879,099
 3.69%Total$1,943,614 4.11 %$1,819,620 2.86 %
Covenants
At December 31, 2019,2022, we were in compliance with all debt covenants.
Other Sources
On July 6, 2018,December 21, 2021, our Second ExtendedCurrent Public Offering registration statement was declared effective with the SEC (Commission File No. 333-222533)333-256823) to register up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each three-year offering period, subject to regulatory approval. We intend to use the net proceeds from the Second ExtendedCurrent Public Offering, which are not used to pay the fees and other expenses attributable to our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) repay indebtedness incurred under various financing instruments and (3) fund repurchases under our share repurchase plan.
On March 3, 2015, we commenced a private offeringthe Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our private offeringsPrivate Offering will be used for the same corporate purposes as the proceeds of our First Extended Public Offering.public offerings. We will reserve the right to terminate the Follow-on Private Offering at any time and to extend the Follow-on Private Offering term to the extent permissible under applicable law.
On October 16, 2019, we, through our operating partnership, we initiated the DST Program, and on August 10, 2021, our board of directors approved an increase to raise up to $500,000, which our boarda total of directors may increase in its sole discretion,$2,000,000 in private placements exempt from registration under the Securities Act, through the sale of beneficial interests to accredited investors in specific Delaware statutory trustsDSTs holding DST Properties, which may be sourced from our real properties or from third parties.
Contractual Cash Obligations and
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Commitments
The following table aggregates our contractual obligationsWe are involved in various claims and commitments with payments due subsequentlitigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to December 31, 2019. The table does not include commitments with respect todeductibles or retentions. Although the purchase of services from our Advisor, as future payments due on such commitmentsultimate liability for these matters cannot be determined.

Obligations Total Payments due by period
Less than 1 year 1 – 3 years 3 – 5 years More than 5 years
Long-term debt (1)
 $1,121,258
 $87,268
 $101,818
 $321,700
 $610,472
Loan escrows 4,572
 127
 254
 254
 3,937
Tenant obligations 1,837
 1,837
 
 
 
Offering costs 95,225
 10,794
 18,476
 18,330
 47,625
Other 4,920
 104
 223
 232
 4,361
Total $1,227,812
 $100,130
 $120,771
 $340,516
 $666,395
________
(1)Includes interest expense calculated using the effective interest rates of the underlying borrowings for all fixed-rate debt at December 31, 2019, which was 3.64%. At December 31, 2019, we had no outstanding balances on variable rate debt.
We intend to actively monitordetermined, based upon information currently available, we believe the ultimate resolution of such claims and managelitigation will not have a material adverse effect on our available liquidity to ensure the long-term viabilityfinancial position, results of our Company.
Commitmentsoperations or liquidity.
From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence.
We are subject to fixed ground lease payments on South Beach Parking Garage of $100$112 per year until September 30, 2021 and2024, which will increase every five years thereafter by the lesser of 12% or the cumulative CPIConsumer Price Index ("CPI") over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.
The operating agreement for Presley UptownGrand Lakes Marketplace allows the unrelated third party joint venture partner, owning a 2.5%10% interest, to put its interest to us at a market determined value.
The operating agreement for 237 Via Vera Cruz, 13500 Danielson Street, 4211 Starboard, 2840 Loaker Avenue and 15890 Bernardo Center Drive allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting September 30, 2022 through September 30,July 31, 2024.
Off Balance Sheet ArrangementsThe operating agreement for our investment in Single-Family Rental Portfolio II allows the unrelated third party joint venture, owning a 5% interest, to put its interest to us at a market determined value starting November 9, 2030.
At December 31, 2019, we had approximately $110 in an outstanding letter of credit, which is not reflected on our balance sheet. We have no other off balance sheet arrangements.
Distributions to Stockholders
To remain qualified as a REIT for federal income tax purposes, we must distribute or pay tax on 100% of our capital gains and distribute at least 90% of ordinary taxable income to stockholders.
The following factors, among others, will affect operating cash flow and, accordingly, influence the decisions of our board of directors regarding distributions:
scheduled increases in base rents of existing leases;
changes in minimum base rents and/or overage rents attributable to replacement of existing leases with new or renewal leases;
changes in occupancy rates at existing properties and procurement of leases for newly acquired or developed properties;
necessary capital improvement expenditures or debt repayments at existing properties;
ability of our tenants to pay rent as a result of their financial condition; and
our share of distributions of operating cash flow generated by the unconsolidated real estate affiliates, less management costs and debt service on additional loans that have been or will be incurred.
We anticipate that operating cash flow, cash on hand, proceeds from dispositions of real estate investments, or refinancings will provide adequate liquidity to conduct our operations, fund general and administrative expenses, fund operating costs and interest payments and allow distributions to our stockholders in accordance with the REIT qualification requirements of the Code.

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Item 7A.Quantitative and Qualitative Disclosures About Market Risk.
We are subject to market risk associated with changes in interest rates in terms of the price of our variable-rate debt and the price of new fixed-rate debt for refinancing of existing debt. We manage our interest rate risk exposure by obtaining fixed-rate loans where possible. As of December 31, 2019,2022, we had consolidated debt of $843,135.$1,943,614. Including the $6,317$19,087 net discount on the assumption of debt and debt issuance costs, we havehad consolidated debt of $836,818$1,924,527 at December 31, 2019.2022. We also entered into interest rate cap and swap agreements on $212,800$190,000 of the variable rate debt whichthat cap the LIBOR or SOFR rate at between 1.0% and 2.6% overthat mature between 2023 and 2027. A 0.25% movement in the next year.interest rate on the $581,400 of variable-rate debt would have resulted in a $1,454 annualized increase or decrease in consolidated interest expense and cash flow from operating activities.
We are subject to interest rate risk with respect to our fixed-rate financing in that changes in interest rates will impact the fair value of our fixed-rate financing. To determine fair market value, the fixed-rate debt is discounted at a rate based on an estimate of current lending rates, assuming the debt is outstanding through maturity and considering the collateral. At December 31, 2019,2022, the fair value of our mortgage notes and other debt payable was estimated to be approximately $21,360 higher$139,690 lower than the carrying value of $843,135.$1,943,614. If treasury rates were 0.25% higher at December 31, 2019,2022, the fair value of our mortgage notes and otherconsolidated debt payable would have been approximately $10,795 higher$162,759 lower than the carrying value.

Item 8.Financial Statements and Supplementary Data.
See “Index to Consolidated Financial Statements” on page F-1 of this Form 10-K.

Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.

Item 9A.Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on management’s evaluation as of December 31, 2019,2022, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed under the supervision of our chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and preparation of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
As of December 31, 2019,2022, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control—Integrated Framework” (2013).
Based on the assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 20192022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting during the quarter ended December 31, 20192022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 
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Item 9B.Other Information.
None.

Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.
PART III
In accordance with the rules of the SEC, certain information required by Part III is omitted and incorporated by reference into this Form 10-K from our definitive proxy statement (our "2020"2023 Proxy Statement") relating to our 20202023 annual meeting of stockholders (our “2020“2023 Annual Meeting”) that we intend to file with the SEC no later than April 1, 2020.

2023.
On March 3, 2020,7, 2023, our board of directors determined to hold the 20202023 Annual Meeting on June 11, 2020.8, 2023.
Item 10.Directors, Executive Officers and Corporate Governance.
The information required by this Item is incorporated by reference to our 20202023 Proxy Statement.

Item 11.Executive Compensation.
The information required by this Item is incorporated by reference to our 20202023 Proxy Statement.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.
The information required by this Item is incorporated by reference to our 20202023 Proxy Statement.

Item 13.Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated by reference to our 20202023 Proxy Statement.

Item 14.Principal Accounting Fees and Services.
The information required by this Item is incorporated by reference to our 20202023 Proxy Statement.
Our independent registered public accounting firm is KPMG LLP, Chicago, Illinois Auditor Firm ID: 185
PART IV

Item 15.Exhibits, Financial Statement Schedules.

(1)Consolidated Financial Statements: See “Index to Consolidated Financial Statements” at page F-1 below.
(2)Financial Statement Schedule: See “Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2022” at page F-35 below.
(3)Exhibits
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Exhibit NumberDescription
Item 15.Exhibits, Financial Statement Schedules.
3.1
(1)
Consolidated Financial Statements: See “Index to Consolidated Financial Statements” at page F-1 below.
(2)
Financial Statement Schedule: See “Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2019” at page F-35 below.
(3)Exhibits

Exhibit NumberDescription
Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2012).
First Articles of Amendment to the Second Articles of Amendment and Restatement (incorporated by reference to Appendix A to the Company’s prospectus supplement filed with the SEC on May 9, 2013).
First Articles of Amendment to the Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2014).
Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 9, 2014).
Articles of Amendment (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2014).
Second Articles of Amendment to the Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2015).
Certificate of Correction to the Company’s Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2016).
Third Articles of Amendment to the Second Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to Post-Effective Amendment No. 8 to the Company’s Registration Statement on Form S-11 filed with the SEC on October 16, 2019).
Fourth Articles of Amendment to the Second AmendedArticles of Amendment and Restated BylawsRestatements of Jones Lang LaSalle Income Property Trust, Inc. (incorporated by reference to Exhibit 3.23.1 to the Company's Current Report on Form 8-K filed with the SEC on September 28, 2012)October 3, 2022).
Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.10 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022).
Second Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Appendix C to the Company’s prospectus dated October 16, 2019)Registration Statement on Form S-11 filed with the SEC on April 7, 2022).
Description of the Company's securities.securities (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed with the SEC on March 11, 2022).
Fourth Amended and Restated Advisory Agreement, dated October 16, 2019, among Jones Lang LaSalle Income Property Trust, Inc., JLLIPT Holdings LP and LaSalle Investment Management, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2019).
Amended and Restated Dealer Manager Agreement between Jones Lang LaSalle Income Property Trust, Inc. JLLIPT Holdings LP and LaSalle Investment Management Distributors, LLC, dated as of January 5, 2015March 9, 2021 (incorporated by reference to Exhibit 1.110.13 to the Company’s Registration StatementQuarterly Report on Form S-1110-Q filed with the SEC on January 5, 2015)May 6, 2021).
First Amendment to Dealer Manager Agreement between Jones Lang LaSalle Income Property Trust, Inc.Amended and LaSalle Investment Management Distributors, LLC, dated as of April 1, 2017 (incorporated by reference to Exhibit 1.1 to the Company’s Post-Effective Amendment No. 16 to Form S-11 filed with the SEC on April 20, 2017).
Second Amendment to Dealer Manager Agreement among LaSalle Investment Management Distributors, LLC, Jones Lang LaSalle Income Property Trust, Inc. and JLLIPT Holdings LP dated April 2, 2018 (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2018).
Third Amendment to Dealer Manager Agreement between LaSalle Investment Management Distributors, LLC and Jones Lang LaSalle Income Property Trust, Inc. dated April 2, 2018 (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2018).
Restated Jones Lang LaSalle Income Property Trust, Inc. 2012 Incentive Plan (incorporated by reference to Exhibit 10.210.3 to the Company's CurrentAnnual Report on Form 8-K10-K filed with the SEC on September 28, 2012).
Fifth Amended and Restated Independent Directors Compensation Plan.

March 11, 2022)..
Exhibit NumberDescription
License Agreement by and between Jones Lang LaSalle Income Property Trust, Inc. and Jones Lang LaSalle IP, Inc. dated as of November 14, 2011 (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-11, Commission File No. 333-177963, filed with the SEC on November 14, 2011).
Subscription Agreement by and among Jones Lang LaSalle Income Property Trust, Inc. and LIC II Solstice Holdings, LLC, dated as of August 8, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 9, 2012).
Dealer Manager Agreement between Jones Lang LaSalle Income Property Trust, Inc. and LaSalle Investment Management Distributors, LLC, dated as of March 3, 2015 (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed with the SEC on March 5, 2015).
85

Exhibit NumberDescription
Contribution and Assignment Agreement between Jones Lang LaSalle Income Property Trust, Inc. and JLLIPT Holdings LP (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 2, 2018).
Purchase and Sale Agreement for 111 Sutter Street, dated December 17, 2018, between CEP Investors XII, LLC and Paramount Group Acquisition and Development LLC (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2019).
Second Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP, dated October 16, 2019, among JLLIPT Holdings GP, LLC, Jones Lang LaSalle Income Property Trust, Inc. and the other limited partners party thereto from time to time (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 16, 2019).
Dealer Manager Agreement, dated October 16, 2019,August 25, 2021, among JLL Exchange TRS, LLC, LaSalle Investment Management Distributors, LLC, JLLIPT Holdings LP and Jones Lang LaSalle Income Property Trust, Inc. (incorporated by reference to Exhibit 10.310.10 to the Company’s CurrentCompany's Annual Report on Form 8-K10-K filed with the SEC on October 16, 2019)March 11, 2022).
Form of First Amended and Restated Trust Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2019).
Form of Master Lease (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2019).
Fourth Amended and Restated Limited Partnership Agreement of JLLIPT Holdings LP (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K filed with the SEC on March 12, 2021).
Purchase and Sale Agreement for Single-Family Rental Portfolio I , dated August 5, 2021 between LIPT SFR Portfolio, LLC and GVI RH JV HoldCo, LLC (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021).
Sixth Amended and Restated Independent Director's Compensation Plan (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-11 filed with the SEC on December 21, 2021).
Seventh Amended and Restated Independent Director's Compensation Plan.
Credit Agreement between Jones Lang LaSalle Income Property Trust, Inc. and JPMorgan Chase Bank, N.A. for a $1 billion revolving line of credit and unsecured term loan (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on May 4, 2022).
Subsidiaries of the Registrant.
Power of Attorney (included in signature page).
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
RH Joint Ventures, LLC and Subsidiaries Consolidated Financial Statements as of and for the years ended December 31, 2022 and 2021.
Madison NYC Core Retail Partners, L.PLP Financial Statements as of and for the year ended December 31, 2019.2022.
101.INS*XBRL Instance Document.
101.SCH*XBRL Schema Document.
101.CAL*XBRL Calculation Linkbase Document.
101.DEF*Definition Linkbase Document.
101.LAB*XBRL Labels Linkbase Document.
101.PRE*XBRL Presentation Linkbase Document.
*104*Filed herewith.Cover Page Intereactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)


*     Filed herewith.

**    Furnished herewith.
86

Item 16.Form 10-K Summary.
The Company has elected not to provide summary information.

87



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, Jones Lang LaSalleJLL Income Property Trust, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
JONES LANG LASALLEJLL INCOME PROPERTY TRUST, INC.
By:
/S/    C. ALLAN SWARINGEN
Date: March 10, 202027, 2023
C. Allan Swaringen

President, Chief Executive Officer


POWER OF ATTORNEY
Each individual whose signature appears below constitutes and appoints C. Allan Swaringen, his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SignatureTitleDate
/S/    LYNN C. THURBER
Chairman of the Board of Directors, DirectorMarch 10, 202027, 2023
/S/    C. ALLAN SWARINGEN
President, Chief Executive Officer and Director (Principal Executive Officer)March 10, 202027, 2023
/S/    GREGORY A. FALK
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)March 10, 202027, 2023
/S/    VIRGINIA G. BREEN
DirectorMarch 10, 202027, 2023
/S/    JONATHAN B. BULKELEY
DirectorMarch 10, 202027, 2023
/S/    R. MARTEL DAY
DirectorMarch 10, 202027, 2023
/S/    JACQUES N. GORDON
DirectorMarch 10, 202027, 2023
/S/    JASON B. KERN    RISTY F. HEUBERGER
DirectorMarch 10, 202027, 2023
/S/    ROBIN M. ZEIGLER
DirectorMarch 27, 2023
/S/    DOUGLAS A. LINDGREN
DirectorMarch 27, 2023
/S/    WILLIAM E. SULLIVAN
DirectorMarch 10, 202027, 2023



88


Jones Lang LaSalleJLL Income Property Trust, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 





F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Jones Lang LaSalleJLL Income Property Trust, Inc.:
Opinion on theConsolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Jones Lang LaSalleJLL Income Property Trust, Inc. and subsidiaries (the Company) as of December 31, 20192022 and 2018,2021, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the years in the three‑yearthree-year period ended December 31, 2019,2022, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the years in the three‑yearthree-year period ended December 31, 2019,2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Relative fair value of certain assets acquired
As discussed in Note 3 to the consolidated financial statements, the Company acquired $925.0 million of real estate properties accounted for as asset acquisitions during the year ended December 31, 2022. In asset acquisitions, the Company uses estimates of future cash flows and other valuation techniques to allocate the fair value of the property among land, building and equipment, and other identifiable asset and liabilities on a relative basis.
We identified the assessment of the relative fair value of land and in-place lease intangibles in certain asset acquisitions as a critical audit matter. A high degree of subjectivity and auditor judgment was required to evaluate the fair value amounts used in the relative allocation of the purchase price to these assets. Specifically, the measurement of the relative fair values of land and in-place lease intangibles is dependent upon key assumptions that have a higher degree of sensitivity within the Company’s asset acquisition accounting model. Such key assumptions include comparable market land values and market rents.
F-2

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and implementation of management’s internal control process to review purchase price allocations. For certain asset acquisitions, we involved valuation professionals with specialized skills and knowledge, who assisted in:
comparing the Company’s determination of the fair value of land to independently developed ranges of estimated fair value based on publicly available land sales
comparing the market rents used in the Company’s in-place lease intangible value to market data such as industry guides.
Expected hold period of net property and equipment
As discussed in Note 2 to the consolidated financial statements, the Company evaluates the recoverability of net property and equipment whenever events or changes in circumstances, including changes in the expected hold period, indicate that the carrying amount of net property and equipment may exceed fair value. As of December 31, 2022, the Company had net property and equipment of $4.1 billion.
We identified the assessment of the expected hold period of net property and equipment as a critical audit matter. A high degree of auditor judgment was required to evaluate the reasonableness of management’s assessment of the hold period. Changes in the expected hold period could have a material impact on the results of management’s recoverability assessment and indicate a potential impairment.
The following are the primary procedures we performed to address this critical audit matter.
we compared the Company’s historical hold period for similar net property and equipment to the hold period assumed in the Company’s analyses used to evaluate whether a change in circumstance has occurred.
we inquired of management and inspected documents such as meeting minutes of the Board of Directors and forecasts developed at the portfolio management team’s strategic planning meetings to evaluate the likelihood that a property would be sold before the end of its previously identified hold period.
we read external communications with investors in order to identify information regarding potential sales of the Company’s properties, or other indicators of a potential reduction in an investment property’s hold period.

/s/ KPMG LLP
We have served as the Company’s auditor since 2012.
Chicago, Illinois
March 10, 202027, 2023













F-3

Jones Lang LaSalle
JLL Income Property Trust, Inc.
CONSOLIDATED BALANCE SHEETS
$ in thousands, except per share amounts
 December 31,
 2019 2018
ASSETS   
Investments in real estate:   
Land (including from VIEs of $22,605 and $23,659, respectively)$430,278
 $355,820
Buildings and equipment (including from VIEs of $142,599 and $133,639, respectively)1,770,236
 1,441,765
Less accumulated depreciation (including from VIEs of $(19,646) and $(21,886), respectively)(176,236) (135,480)
Net property and equipment2,024,278
 1,662,105
Investments in unconsolidated real estate affiliates159,288
 163,314
Real estate fund investment93,400
 92,414
Investments in real estate and other assets held for sale
 112,586
Net investments in real estate2,276,966
 2,030,419
Cash and cash equivalents (including from VIEs of $2,087 and $4,185, respectively)77,056
 37,109
Restricted cash (including from VIEs of $75 and $88, respectively)36,966
 7,831
Tenant accounts receivable, net (including from VIEs of $2,767 and $1,621, respectively)6,424
 4,159
Deferred expenses, net (including from VIEs of $558 and $460, respectively)9,351
 7,584
Acquired intangible assets, net (including from VIEs of $5,385 and $5,652, respectively)93,342
 84,468
Deferred rent receivable, net (including from VIEs of $1,079 and $1,079, respectively)20,407
 16,972
Prepaid expenses and other assets (including from VIEs of $180 and $66, respectively)10,997
 8,052
TOTAL ASSETS$2,531,509
 $2,196,594
LIABILITIES AND EQUITY   
Mortgage notes and other debt payable, net (including from VIEs of $82,531 and $81,954, respectively)$836,818

$818,095
Liabilities held for sale
 56,263
Accounts payable and other accrued expenses (including from VIEs of $1,500 and $1,379, respectively)55,092
 19,495
Accrued offering costs95,225

72,468
Distributions payable19,888
 15,840
Accrued interest (including from VIEs of $299 and $299, respectively)2,602
 2,191
Accrued real estate taxes (including from VIEs of $515 and $1,793, respectively)5,137
 6,065
Advisor fees payable2,169
 2,861
Acquired intangible liabilities, net15,821
 16,024
TOTAL LIABILITIES1,032,752
 1,009,302
Commitments and contingencies
 
Equity:   
Class A common stock: $0.01 par value; 200,000,000 shares authorized 88,007,721 and 71,187,722 shares issued and outstanding at December 31, 2019 and 2018, respectively880
 712
Class M common stock: $0.01 par value; 200,000,000 shares authorized 39,036,770 and 39,869,130 shares issued and outstanding at December 31, 2019 and 2018, respectively390
 399
Class A-I common stock: $0.01 par value; 200,000,000 shares authorized 11,153,567 and 11,083,034 shares issued and outstanding at December 31, 2019 and 2018, respectively112
 111
Class M-I common stock: $0.01 par value; 200,000,000 shares authorized 22,589,599 and 9,738,086 shares issued and outstanding at December 31, 2019 and 2018, respectively226
 97
Class D common stock: $0.01 par value; 200,000,000 shares authorized 4,957,915 and 6,270,479 shares issued and outstanding at December 31, 2019 and 2018, respectively50
 63
Additional paid-in capital (net of offering costs of $187,131 and $145,075 as of December 31, 2019 and December 31, 2018, respectively)1,860,734
 1,568,474
Distributions to stockholders(398,939) (318,780)
Retained earnings (Accumulated deficit)29,283
 (70,650)
Total Jones Lang LaSalle Income Property Trust, Inc. stockholders’ equity1,492,736
 1,180,426
Noncontrolling interests6,021
 6,866
Total equity1,498,757

1,187,292
TOTAL LIABILITIES AND EQUITY$2,531,509
 $2,196,594
 December 31,
 20222021
ASSETS
Investments in real estate:
Land (including from VIEs of $70,527 and $59,006, respectively)$725,078 $598,564 
Buildings and equipment (including from VIEs of $236,265 and $206,016, respectively)3,728,507 3,010,359 
Less accumulated depreciation (including from VIEs of $(28,622) and $(26,955), respectively)(335,216)(259,362)
Net property and equipment4,118,369 3,349,561 
Investments in unconsolidated real estate affiliates202,203 217,044 
Real estate fund investments346,171 352,905 
Investments in real estate and other assets held for sale— 39,326 
Net investments in real estate4,666,743 3,958,836 
Investment in marketable securities44,182 43,206 
Cash and cash equivalents (including from VIEs of $10,720 and $6,740, respectively)70,940 70,273 
Restricted cash (including from VIEs of $1,082 and $859, respectively)32,628 51,203 
Tenant accounts receivable, net (including from VIEs of $1,724 and $1,850, respectively)8,656 9,066 
Deferred expenses, net (including from VIEs of $1,234 and $533, respectively)15,867 14,511 
Acquired intangible assets, net (including from VIEs of $8,372 and $12,500, respectively)256,515 216,227 
Deferred rent receivable, net (including from VIEs of $1,539 and $1,135, respectively)33,567 25,634 
Prepaid expenses and other assets (including from VIEs of $6,383 and $284, respectively)25,120 13,290 
TOTAL ASSETS$5,154,218 $4,402,246 
LIABILITIES AND EQUITY
Mortgage notes and other debt payable, net (including from VIEs of $116,852 and $147,076, respectively)$1,924,527 $1,817,664 
Liabilities held for sale— 271 
Accounts payable and other accrued expenses (including from VIEs of $3,806 and $2,477, respectively)49,747 70,551 
Financing obligation726,375 448,319 
Accrued offering costs187,742 137,776 
Accrued interest (including from VIEs of $526 and $368, respectively)6,057 3,321 
Accrued real estate taxes (including from VIEs of $591 and $679, respectively)10,396 9,497 
Advisor fees payable10,820 39,709 
Acquired intangible liabilities, net (including from VIEs of $417 and $541, respectively)43,407 31,022 
TOTAL LIABILITIES2,959,071 2,558,130 
Commitments and contingencies— — 
Redeemable noncontrolling interests12,387 — 
Equity:
Class A common stock: $0.01 par value; 200,000,000 shares authorized 113,645,166 and 100,038,362 shares issued and outstanding at December 31, 2022 and 2021, respectively1,136 1,000 
Class M common stock: $0.01 par value; 200,000,000 shares authorized 26,170,260 and 36,458,191 shares issued and outstanding at December 31, 2022 and 2021, respectively262 365 
Class A-I common stock: $0.01 par value; 200,000,000 shares authorized 4,950,208 and 9,356,309 shares issued and outstanding at December 31, 2022 and 2021 respectively50 94 
Class M-I common stock: $0.01 par value; 200,000,000 shares authorized 95,803,409 and 52,676,693 shares issued and outstanding at December 31, 2022 and 2021, respectively958 527 
Class D common stock: $0.01 par value; 200,000,000 shares authorized 3,023,025 and 7,513,281 shares issued and outstanding at December 31, 2022 and 2021, respectively30 75 
Additional paid-in capital (net of offering costs of $337,559 and $264,066 as of December 31, 2022 and 2021, respectively)2,799,539 2,313,815 
Distributions to stockholders(691,090)(573,963)
(Accumulated deficit) Retained earnings(14,788)34,398 
Total JLL Income Property Trust, Inc. stockholders’ equity2,096,097 1,776,311 
Noncontrolling interests86,663 67,805 
Total equity2,182,760 1,844,116 
TOTAL LIABILITIES AND EQUITY$5,154,218 $4,402,246 
The abbreviation “VIEs” above means Variable Interest Entities.
See notes to consolidated financial statements.

F-4
Jones Lang LaSalle

JLL Income Property Trust, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
$ in thousands, except per share amounts
 Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017
Revenues:     
Rental revenue$167,170
 $164,706
 $159,215
Other revenue7,109
 5,806
 5,519
Total revenues174,279

170,512

164,734
Operating expenses:     
Real estate taxes25,012
 25,391
 24,144
Property operating31,783
 31,251
 28,928
Property general and administrative1,659
 918
 903
Advisor fees23,026
 21,127
 20,538
Company level expenses3,201
 2,718
 2,643
Depreciation and amortization67,348
 62,037
 61,705
Total operating expenses152,029
 143,442
 138,861
Other (expenses) and income:     
Interest expense(36,185) (33,135) (28,094)
Income from unconsolidated real estate affiliates and fund investment7,066
 2,004
 9,633
Other income
 
 500
Gain on disposition of property and extinguishment of debt, net106,871
 29,665
 14,982
Total other (expenses) and income77,752
 (1,466) (2,979)
Net income100,002

25,604

22,894
Net income attributable to the noncontrolling interests(69) (37) (346)
Net income attributable to Jones Lang LaSalle Income Property Trust, Inc.$99,933
 $25,567
 $22,548
Net income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted:     
Class A$0.66
 $0.19
 $0.17
Class M0.66
 0.19
 0.16
Class A-I0.66
 0.19
 0.17
Class M-I0.66
 0.18
 0.16
Class D0.66
 0.18
 0.16
Weighted average common stock outstanding-basic and diluted151,179,459

135,051,377

134,507,458
Other comprehensive income:     
Foreign currency translation adjustment
 
 (20)
Reclassification for amounts recognized in net income
 
 1,895
Total other comprehensive income
 
 1,875
Net comprehensive income$99,933
 $25,567
 $24,423
Year Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
Revenues:
Rental revenue$327,631 $227,940 $186,641 
Other revenue9,557 11,398 6,980 
Total revenues337,188 239,338 193,621 
Operating expenses:
Real estate taxes45,309 32,837 29,665 
Property operating61,537 43,995 37,999 
Property general and administrative2,882 1,596 4,318 
Advisor fees50,333 65,667 25,274 
Company level expenses8,762 4,841 2,936 
Provision for impairment of real estate— 1,822 — 
Depreciation and amortization138,104 94,051 75,603 
Total operating expenses306,927 244,809 175,795 
Other (expenses) and income:
Interest expense(99,284)(48,230)(40,668)
(Loss) income from unconsolidated real estate affiliates and fund investment(3,403)67,333 (19,451)
Investment income on marketable securities1,505 418 — 
Net realized (loss) gain upon sale of marketable securities(879)247 — 
Net unrealized change in fair value of investment in marketable securities(9,570)2,933 — 
Gain (loss) on disposition of property and extinguishment of debt, net37,253 33,422 (1,772)
Total other (expenses) and income(74,378)56,123 (61,891)
Net (loss) income(44,117)50,652 (44,065)
Net loss (income) attributable to the noncontrolling interests1,566 (1,531)59 
Net (loss) income attributable to JLL Income Property Trust, Inc.$(42,551)$49,121 $(44,006)
Net (loss) income attributable to JLL Income Property Trust, Inc. per share-basic and diluted:
Class A$(0.18)$0.28 $(0.26)
Class M(0.20)0.27 (0.26)
Class A-I(0.21)0.28 (0.26)
Class M-I(0.18)0.24 (0.26)
Class D(0.22)0.26 (0.26)
Weighted average common stock outstanding-basic and diluted229,552,710 186,610,215 170,613,298 
See notes to consolidated financial statements.

F-5
Jones Lang LaSalle

JLL Income Property Trust, Inc.
CONSOLIDATED STATEMENTS OF EQUITY
$ in thousands, except per share amounts
Common StockAdditional
Paid-in
Capital
Distributions
to 
Stockholders
(Accumulated Deficit) Retained EarningsNoncontrolling
Interests
Total
Equity
Common Stock 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Distributions
to 
Stockholders
 (Accumulated Deficit) Retained Earnings 
Noncontrolling
Interests
 
Total
Equity
SharesAmountDistributions
to 
Stockholders
Shares Amount 
Balance, December 31, 2016134,727,255
 $1,347
 $1,544,955
 $(1,875) $(199,317) $(118,765) $8,196
 $1,234,541
Balance, December 31, 2019Balance, December 31, 2019165,745,572 $1,658 $1,860,734 $(398,939)$29,283 $6,021 $1,498,757 
Issuance of common stock8,180,559
 82
 94,027
 
 
 
 
 94,109
Issuance of common stock28,718,218 287 345,625 — — — 345,912 
Repurchase of shares(9,608,709) (96) (110,192) 
 
 
 
 (110,288)Repurchase of shares(21,372,888)(214)(255,141)— — — (255,355)
Conversion of sharesConversion of shares(2,435)— — — — — — 
Offering costs
 
 (6,758) 
 
 
 
 (6,758)Offering costs— — (29,274)— — — (29,274)
Stock based compensation8,000
 
 91
 
 
 
 
 91
Stock based compensation16,000 — 192 — — — 192 
Net income
 
 
 
 
 22,548
 346
 22,894
Other comprehensive income
 
 
 1,875
 
 
 
 1,875
Net lossNet loss— — — — (44,006)(59)(44,065)
Issuance of OP unitsIssuance of OP units— — — — — 14,252 14,252 
Adjustment of noncontrolling interestsAdjustment of noncontrolling interests— — 1,352 — — (1,352)— 
Cash contributed from noncontrolling interests
 
 
 
 
 
 1,171
 1,171
Cash contributed from noncontrolling interests— — — — — 
Cash distributed to noncontrolling interests
 
 
 
 
 
 (1,884) (1,884)Cash distributed to noncontrolling interests— — — — — (178)(178)
Distributions declared ($0.50) per share
 
 
 
 (57,494) 
 
 (57,494)
Balance, December 31, 2017133,307,105
 $1,333
 $1,522,123
 $
 $(256,811) $(96,217) $7,829
 $1,178,257
Issuance of common stock11,501,617
 115
 137,306
 
 
 
 
 137,421
Repurchase of shares(6,671,690) (66) (79,111) 
 
 
 
 (79,177)
Offering costs
 
 (11,322) 
 
 
 
 (11,322)
Stock based compensation11,419
 
 135
 
 
 
 
 135
Net income
 
 
 
 
 25,567
 37
 25,604
Cash distributed to noncontrolling interests
 
 (657) 
 
 
 (1,000) (1,657)
Distributions declared ($0.52) per share
 
 
 
 (61,969) 
 
 (61,969)
Balance, December 31, 2018138,148,451
 $1,382
 $1,568,474
 $
 $(318,780) $(70,650) $6,866
 $1,187,292
Distributions declared ($0.54) per shareDistributions declared ($0.54) per share— — — (82,821)— — (82,821)
Balance, December 31, 2020Balance, December 31, 2020173,104,467 $1,731 $1,923,488 $(481,760)$(14,723)$18,687 $1,447,423 
Issuance of common stock37,588,047
 377
 460,456
 
 
 
 
 460,833
Issuance of common stock44,071,596 441 545,261 — — — 545,702 
Repurchase of shares(10,000,352) (101) (121,721) 
 
 
 
 (121,822)Repurchase of shares(11,151,942)(111)(135,135)— — — (135,246)
Conversion of shares(1,872) 
 
 
 
 
 
 
Conversion of shares(1,285)— — — — — — 
Offering costs
 
 (42,056) 
 
 
 
 (42,056)Offering costs— — (47,661)— — — (47,661)
Stock based compensation11,298
 
 138
 
 
 
 
 138
Stock based compensation20,000 — 238 — — — 238 
Net income
 
 
 
 
 99,933
 69
 100,002
Net income— — — — 49,121 1,531 50,652 
Issuance of OP unitsIssuance of OP units— — — — — 74,673 74,673 
Adjustment of noncontrolling interestsAdjustment of noncontrolling interests— — 27,624 — — (27,624)— 
Cash contributed from noncontrolling interests
 
 
 
 
 
 1,645
 1,645
Cash contributed from noncontrolling interests— — — — — 4,350 4,350 
Cash distributed to noncontrolling interests
 
 (4,557) 
 
 
 (2,559) (7,116)Cash distributed to noncontrolling interests— — — — — (3,812)(3,812)
Distributions declared per share ($0.58)
 
 
 
 (80,159) 
 
 (80,159)
Balance, December 31, 2019165,745,572
 $1,658
 $1,860,734
 $
 $(398,939) $29,283
 $6,021
 $1,498,757
Distributions declared ($0.54) per shareDistributions declared ($0.54) per share— — — (92,203)— — (92,203)
Balance, December 31, 2021Balance, December 31, 2021206,042,836 $2,061 $2,313,815 $(573,963)$34,398 $67,805 $1,844,116 
Issuance of common stockIssuance of common stock54,844,656 549 802,089 — — — 802,638 
Repurchase of sharesRepurchase of shares(17,321,045)(174)(253,686)— — — (253,860)
Conversion of sharesConversion of shares(1,160)— — — — — — 
Offering costsOffering costs— — (73,493)— — — (73,493)
Stock based compensationStock based compensation26,781 — 396 — — — 396 
Net loss ($37 loss allocated to redeemable noncontrolling interests)Net loss ($37 loss allocated to redeemable noncontrolling interests)— — — — (42,551)(1,529)(44,080)
Issuance of OP unitsIssuance of OP units— — — — — 39,472 39,472 
Adjustment of noncontrolling interestsAdjustment of noncontrolling interests— — 10,418 — — (10,418)— 
Cash distributed to noncontrolling interestsCash distributed to noncontrolling interests— — — — — (4,745)(4,745)
Allocation to redeemable noncontrolling interestsAllocation to redeemable noncontrolling interests— — — — (6,635)(3,922)(10,557)
Distributions declared ($0.56) per shareDistributions declared ($0.56) per share— — — (117,127)— — (117,127)
Balance, December 31, 2022Balance, December 31, 2022243,592,068 $2,436 $2,799,539 $(691,090)$(14,788)$86,663 $2,182,760 
See notes to consolidated financial statements.

F-6
Jones Lang LaSalle

JLL Income Property Trust, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
$ in thousands, except per share amounts
 Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$100,002
 $25,604
 $22,894
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization66,860
 60,999
 60,596
Gain on disposition of property and extinguishment of debt, net(106,871) (29,665) (14,982)
Provision for doubtful accounts
 171
 218
Straight line rent(3,444) (2,506) (3,104)
Income from unconsolidated real estate affiliates and fund investment(7,066) (2,004) (9,633)
Distributions received from unconsolidated affiliates and fund investment10,637
 6,377
 9,640
Net changes in assets, liabilities and other2,584
 417
 (732)
Net cash provided by operating activities62,702
 59,393
 64,897
CASH FLOWS FROM INVESTING ACTIVITIES:     
Purchase of real estate investments(373,355) (57,456) (149,152)
Proceeds from sales of real estate investments and fixed assets216,010
 74,478
 48,320
Capital improvements and lease commissions(19,718) (17,665) (15,059)
Investment in unconsolidated real estate affiliates and fund investment(3,779) (37,275) (4)
Deposits for investments under contract(2,250) 
 
Deposits refunded for investments under contract
 
 50
Distributions received from unconsolidated affiliates and fund investment3,248
 3,482
 1,937
Net cash used in investing activities(179,844) (34,436) (113,908)
CASH FLOWS FROM FINANCING ACTIVITIES:     
Issuance of common stock437,592
 102,994
 55,788
Offering costs(19,299) (15,436) (16,693)
Repurchase of shares(121,822) (79,211) (110,255)
Distributions to stockholders(25,802) (20,630) (19,002)
Distributions paid to noncontrolling interests(7,116) (1,657) (1,884)
Contributions received from noncontrolling interests1,645
 
 1,171
Deposits for loan commitments(379) 
 
Draws on credit facility57,000
 62,000
 255,000
Payment on credit facility(147,000) (92,000) (45,000)
Proceeds from mortgage notes and other debt payable101,000
 45,000
 
Debt issuance costs(1,202) (1,372) (2,699)
Payment on early extinguishment of debt(207) 
 
Principal payments on mortgage notes and other debt payable(88,515) (21,809) (72,723)
Net cash (used in) provided by financing activities185,895
 (22,121) 43,703
Net increase (decrease) in cash, cash equivalents and restricted cash68,753
 2,836
 (5,308)
Effect of exchange rates
 
 (8)
Cash, cash equivalents and restricted cash at the beginning of the year45,269
 42,433
 47,749
Cash, cash equivalents and restricted cash at the end of the year$114,022
 $45,269
 $42,433
Reconciliation of cash, cash equivalents and restricted cash shown per Consolidated Balance Sheets to cash, cash equivalents and restricted per Consolidated Statements of Cash Flows     
Cash and cash equivalents$77,056
 $37,109
 $39,700
Restricted cash36,966
 7,831
 2,536
Restricted cash included in assets held for sale
 329
 197
Cash, cash equivalents and restricted cash at the end of the period$114,022
 $45,269
 $42,433
Supplemental disclosure of cash flow information:     
Interest paid$29,343
 $32,573
 $28,097
Non-cash activities:     
Write-offs of receivables$26
 $244
 $93
Write-offs of retired assets and liabilities16,515
 11,508
 12,977
Change in liability for capital expenditures(146) 4,277
 (5,242)
Net liabilities transferred at sale of real estate investments2,100
 659
 1,100
Net liabilities assumed at acquisition285
 511
 (437)
Change in issuance of common stock receivable and redemption of common stock payable(647) (554) (367)
Change in accrued offering costs22,757
 (4,114) (9,935)
Assumption of mortgage notes payable(41,546) 
 (67,870)
Transfers of property in extinguishment of debt settlement
 
 20,689
Year Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income$(44,117)$50,652 $(44,065)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization136,816 93,045 75,073 
(Gain) loss on disposition of property and extinguishment of debt, net(37,253)(33,422)1,772 
Net realized loss (gain) upon sale of marketable securities879 (247)— 
Net unrealized change in fair value of marketable securities9,570 (2,933)— 
Straight line rent(8,086)(3,975)(1,324)
Provision for impairment of real estate— 1,822 — 
Loss (income) from unconsolidated real estate affiliates and fund investments3,403 (67,333)19,451 
Distributions received from unconsolidated affiliates and fund investments18,669 11,860 4,043 
Non-cash interest expense related to DST Program43,553 10,851 1,271 
Performance fee(36,711)— — 
Net changes in assets, liabilities and other(26,220)27,029 6,133 
Net cash provided by operating activities60,503 87,349 62,354 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of real estate investments(843,911)(1,238,381)(187,825)
Proceeds from sales of real estate investments and fixed assets98,247 66,992 5,372 
Capital improvements and lease commissions(25,361)(28,764)(13,201)
Investment in unconsolidated real estate affiliates and fund investments(497)(247,394)(8,802)
Deposits for investments under contract— (1,000)— 
Investment in marketable securities(30,051)(45,373)— 
Proceeds from sale of marketable securities18,626 5,347 — 
Net cash used in investing activities(782,947)(1,488,573)(204,456)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock965,518 809,571 394,082 
Offering costs(23,528)(16,792)(17,592)
Repurchase of shares(253,858)(135,246)(255,354)
Distributions to stockholders(41,553)(33,070)(35,719)
Distributions paid to noncontrolling interests and redeemable noncontrolling interests(4,921)(3,812)(178)
Contributions received from noncontrolling interests— 4,350 
Deposits for loan commitments— (937)— 
Draws on credit facility395,000 675,000 200,000 
Payment on credit facility(405,000)(140,000)(200,000)
Proceeds from mortgage notes and other debt payable95,800 356,390 135,130 
Principal payments on mortgage notes and other debt payable(16,728)(86,402)(89,349)
Payment on early extinguishment of debt(91)— (1,457)
Debt issuance costs(6,109)(7,780)(52)
Net cash provided by financing activities704,530 1,421,272 129,514 
Net (decrease) increase in cash, cash equivalents and restricted cash(17,914)20,048 (12,588)
Cash, cash equivalents and restricted cash at the beginning of the year121,482 101,434 114,022 
Cash, cash equivalents and restricted cash at the end of the year$103,568 $121,482 $101,434 
Reconciliation of cash, cash equivalents and restricted cash shown per Consolidated Balance Sheets to Consolidated Statements of Cash Flows
Cash and cash equivalents$70,940 $70,273 $84,805 
Restricted cash32,628 51,203 16,629 
Restricted cash included in assets held for sale— — 
Cash, cash equivalents and restricted cash at the end of the period$103,568 $121,482 $101,434 
Supplemental disclosure of cash flow information:
Interest paid$58,718 $37,184 $35,966 
Non-cash activities:
Write-offs of receivables$$198 $74 
Write-offs of retired assets and liabilities24,839 10,257 12,599 
Change in liability for capital expenditures(2,395)(2,109)(412)
Net liabilities transferred at sale of real estate investments1,082 230 63 
Net liabilities assumed at acquisition2,438 2,945 520 
Change in issuance of common stock receivable and redemption of common stock payable2,156 (731)176 
Change in accrued offering costs49,965 30,869 11,682 
Assumption of mortgage notes payable(54,922)(125,716)— 
Investments in real estate in exchange for OP Units39,472 74,673 29,086 
See notes to consolidated financial statements.

F-7
Jones Lang LaSalle

JLL Income Property Trust, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
$ in thousands, except per share amounts
NOTE 1—ORGANIZATION
General
Except where the context suggests otherwise, the terms “we,” “us,” “our” and the “Company” refer to Jones Lang LaSalleJLL Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.
JLL Income Property Trust, Inc., formerly known as Jones Lang LaSalle Income Property Trust, Inc., is an externally advised, daily valued perpetual-life real estate investment trust ("REIT") that owns and manages a diversified portfolio of apartment, industrial, office, residential, retail and other properties located in the United States. Over time our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and will be complemented by investments in real estate-related debt and equity securities. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of December 31, 20192022, we owned interests in a total of 77 135 properties and over 4,300 single-family rental houses located in 2026 states.
We own and plan to continue to own, all or substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are the initiala limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold all or substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). This structure is intended to facilitate tax-free contributions of properties to our operating partnership in exchange for limited partnership interests in our operating partnership. A transfer of property directly to a REIT in exchange for shares of common stock of a REIT is generally a taxable transaction to the transferring property owner. InBy using an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his or her property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction. As of December 31, 2022, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $128,421, and owned directly or indirectly 96.1% of the OP Units of our operating partnership. The remaining 3.9% of the OP Units are held by third parties.
From our inception to January 15, 2015,December 31, 2022, we raised equityhave received approximately $4,695,400 in gross offering proceeds throughfrom various public and private offerings of shares of our common stock.stock as well as issuance of OP Units. On January 16, 2015,October 1, 2012, we commenced our follow-on Registration Statement on Form S-11 was declared effective byinitial public offering of common stock and since that time we have offered shares of our common stock in various public offerings registered with the Securities and Exchange Commission (the "SEC") with respect to.
On December 21, 2021, our continuousmost recent public offering of up to $2,700,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $2,400,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan (the “First Extended Public Offering”). As of July 6, 2018, the date our First Extended Public Offering terminated, we had raised aggregate gross proceeds from the sale of shares of our common stock in our First Extended Public Offering of $1,138,053.
On July 6, 2018, the SEC declared our second follow-on Registration Statement on Form S-11 the (the "Second Extended"Current Public Offering") effective (Commission File No. 333-222533) to offerof up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We reservewas declared effective by the right to terminate the Second Extended Public Offering at any time and to extend the Second Extended Public Offering term to the extent permissible under applicable law.SEC. As of December 31, 20192022, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Second ExtendedCurrent Public Offering of $542,060.$825,192. We intend to continue to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering.
OnIn addition to our public offerings, on March 3, 2015, we commenced a private offering (the "Follow-on Private"Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of December 31, 20192022, we have raised aggregate gross proceeds fromof $98,188 in the sale of shares of our Class D common stock in our Follow-on Private Offering of $68,591.
OnOffering. In addition, on October 16, 2019, we, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $500,000, which our board of directors may increase in its sole discretion,increased to $2,000,000 on November 8, 2022, in private placements exempt from registration under the Securities Act of 1933, as amended, through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts ("DSTs") holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of December 31, 2019,2022, we have not raised any$759,194 of aggregate gross proceeds from our DST program.

As of December 31, 20192022, 88,007,721113,645,166 shares of Class A common stock, 39,036,77026,170,260 shares of Class M common stock, 11,153,5674,950,208 shares of Class A-I common stock, 22,589,59995,803,409 shares of Class M-I common stock, and 4,957,9153,023,025 shares of Class D common stock were outstanding and held by a total of 17,24624,496 stockholders.
LaSalle acts as our advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2020,2023, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of, and compensated by, our Advisor. We have no employees as all operations are managed by our Advisor.Adviser.
F-8

LaSalle is a wholly-owned,wholly owned, but operationally independent subsidiary of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of December 31, 2019,2022, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of $30,867.approximately $36,300.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the instructions to Form 10-K and include the accounts of our wholly-ownedwholly owned subsidiaries, consolidated variable interest entities ("VIE") and the unconsolidated investments in real estate affiliates. We consider the authoritative guidance of accounting for investments in common stock, investments in real estate ventures, investors accounting for an investee when the investor has the majority of the voting interest but the minority partners have certain approval or veto rights, determining whether a general partner or general partners as a group controls a limited partnership or similar entity when the limited partners have certain rights, and the consolidation of VIEs in which we own less than a 100% interest. All significant intercompany balances and transactions have been eliminated in consolidation.
Parenthetical disclosures are shown on our Consolidated Balance Sheets regarding the amounts of VIE assets and liabilities that are consolidated. As of December 31, 2019,2022, our VIEs include The District at Howell Mill, Grand Lakes Marketplace, 237 Via Vera Cruz, 4211 Starboard Drive, 13500 Danielson Drive, 2840 Loker Ave, 15890 Bernardo Center Drive and Presley UptownSingle-Family Rental Portfolio II due to the limited partnershipjoint venture structures and our partners having limited participation rights and no kick-out rights. The creditors of our VIEs do not have general recourse to us. On December 5, 2019, we acquired the 10% noncontrolling interest in Townlake of Coppell resulting in us owning 100% of the property and thus the property was no longer considered a VIE as of such date.
Noncontrolling interests represent the minority members’ proportionate share of the equity in our VIEs.VIEs and our operating partnership. At acquisition, the assets, liabilities and noncontrolling interests were measured and recorded at the estimated fair value. Noncontrolling interests will increase for the minority members’ share of net income of these entities and contributions and decrease for the minority members’ share of net loss and distributions. As of December 31, 2019,2022, noncontrolling interests represented the minority members’ proportionate share of the equity of the entities listed above as VIEs.
Redeemable noncontrolling interests represent noncontrolling interests that are redeemable at the option of the holder or in circumstances out of our control and therefore are accounted for as temporary equity. The carrying amount of the redeemable noncontrolling interests is adjusted over time on an accretive basis to reflect the fair value at the time the noncontrolling interest becomes redeemable by the holder. Changes in the redemption value of redeemable noncontrolling interest are recorded as an allocation of retained earnings on our Consolidated Statements of Equity. During the year ended December 31, 2022, we recorded an allocation from noncontrolling interests to redeemable noncontrolling interests in the amount of $3,922. We have redeemable noncontrolling interest that related to Grand Lakes Marketplace, 237 Via Vera Cruz, 4211 Starboard Drive, 13500 Danielson Drive, 2840 Loker Ave, 15890 Bernardo Center Drive and Single-Family Rental Portfolio II as of December 31, 2022. As of December 31, 2022, $12,387 related to these third party joint ventures was included in Redeemable noncontrolling interests on our Consolidated Balance Sheet of which $2,880 is immediately puttable by the holder of the noncontrolling interest.
Certain of our joint venture agreements include provisions whereby, at certain specified times, each party has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, we are not obligated to purchase the interest of its outside joint venture partners.
The carrying amount of our noncontrolling interests reflected in equity are as follows as of December 31:
20222021
Interests in the partnership equity of the operating partnership$82,635 $60,019 
Noncontrolling interest in consolidated joint ventures4,028 7,786 
Total noncontrolling interests reflected in equity$86,663 $67,805 
Investments in Real Estate
Real estate assets are stated at cost. Our real estate assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. A real estate asset is considered to be impaired when the estimated future undiscounted operating cash flow over the expected hold period is less than its carrying value in accordance with the authoritative guidance on accounting for the impairment or disposal of long-lived assets. To the extent impairment has
F-9

occurred, the excess of the carrying value of the asset over its estimated fair value will be charged to operations. The valuation adjustments were calculated based on market conditions and assumptions made by management at the time the valuation adjustments were recorded, which may differ materially from actual results if market conditions or the underlying assumptions change in the future. If our strategy changes or if market conditions otherwise dictate a change in the holding period and an exit date, an impairment loss could be recognized and such loss could be material. When we have committed to a plan to sell a property that is available for immediate sale, have the necessary approvals and marketing in place, and believe that the sale of the property is probable the assets selected for disposal will be classified as held-for-sale and carried at the lower of their carrying values (i.e., cost less accumulated depreciation and any impairment loss recognized, where applicable) or estimated fair values less costs to sell. Carrying values are reassessed at each balance sheet date. Due to market fluctuation, actual proceeds realized on the ultimate sale of these properties may differ from estimates and such differences could be material. Depreciation and amortization cease once a property is classified as held-for-sale. WeFor our consolidated properties we recorded no impairment charges for the years ended December 31, 20192022 and 2018.2020. We recorded $1,822 in impairment charges in 2021.
Depreciation expense is computed using the straight-line method based upon the following estimated useful lives:
Asset CategoryEstimated Useful Life
Buildings and improvements40-50 Years
Tenant improvementsLesser of life of improvement or life of related lease
Equipment and fixtures2-10 Years

Maintenance and repairs are charged to expense when incurred. Expenditures for significant betterments and improvements are capitalized.

Investments in Unconsolidated Real Estate Affiliates and Real Estate Fund Investment
We account for our investments in unconsolidated real estate affiliates using either the equity method or the fair value option. Under the equity method the cost of the investment is adjusted for our share of equity in net income or loss and reduced by distributions received and increased by contributions provided. Under the fair value option, the cost basis of the investment is increased for contributions made to the investment and adjusted for our share of changes in the fair value of the investment. Distributions received from investments in unconsolidated real estate affiliates under the fair value option are recorded as income from the unconsolidated affiliates. Distributions that are identified as returns of capital are recorded as a reduction to the cost basis of the investment, whereas distributions identified as capital gains or losses are recorded as realized gains or losses.
We evaluate the carrying values of our investments in unconsolidated real estate affiliates accounted for under the equity method, excluding our investment under the fair value option, in accordance with the authoritative guidance on the equity method of accounting for investments in common stock. We analyze our investments in unconsolidated real estate affiliates when circumstances change and at every reporting period and determine if an “other-than-temporary” impairment exists and, if so, we assess our ability to recover our carrying cost of the investment. WeDuring 2022, we concluded that an other than temporary decline in value exists in our investment in Pioneer Tower and recognized an impairment charge of $12,838. During 2020, we did not have any “otherconcluded that an other than temporary”temporary decline in value exists in our investment in the Chicago Parking Garage and recognized an impairment charge of $1,506.
Investment in Marketable Securities
In accordance with our investment guidelines, investments in marketable securities consist of stock of publicly traded REITs. The net unrealized change in the fair value of our investments in unconsolidated real estate affiliatesmarketable securities is recorded in 2019, 2018 or 2017, which we account for under the equity method.earnings as part of net income in accordance with Accounting Standard Update ("ASU") 2016-1, Financial Statements - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities.
Rental Revenue Recognition
Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Straight-line rent revenue (representing rents recognized prior to being billed and collectible as provided by the terms of the leases) caused net increases to rent revenue of $3,351, $2,274$8,110, $3,155 and $3,023$951 for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively. Also included, as an increase to rent revenue, for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, are $2,107, $2,244$3,455, $2,714 and $2,451,$1,859, respectively, of net amortization related to above-and below-market in-place leases at properties acquired as provided by authoritative guidance on goodwill and intangible assets. Tenant recoveries are recognized as revenues in the period the applicable costs are incurred.
F-10

We recognize rental revenue from tenants under operating leases on a straight-line basis over the non-cancelable term of the lease when collectibility of substantially all rents is reasonably assured. Recognition of rental revenue on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. For leases where collection of substantially all rents is not deemed to be probable of collection, revenue is recorded equal to cash that has been received from the tenant. We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates, economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.
Cash and Cash Equivalents
We consider all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. We maintain a portion of our cash in bank deposit accounts, which, at times, may exceed the federally insured limits. No losses have been experienced related to such accounts. We believe our bank deposit accounts are held with quality financial institutions.

Restricted Cash
Restricted cash includes amounts established pursuant to various agreements for loan escrow accounts, loan commitments and property sale proceeds. When we sell a property, we can elect to enter into a like-kind exchange pursuant to the applicable Internal Revenue Service guidance whereby the proceeds from the sale are placed in escrow with a qualified intermediary until a replacement property can be purchased. At December 31, 2019,2022 and 2021, our restricted cash balance on our Consolidated Balance Sheet was primarily related to loan escrow amounts and subscriptions received in advance.
Deferred Expenses
Deferred expenses consist of lease commissions. Lease commissions are capitalized and amortized over the term of the related lease as a component of depreciation and amortization expense. Accumulated amortization of deferred expenses at December 31, 20192022 and 20182021 was $4,893$10,113 and $5,305,$8,436, respectively.
Foreign Exchange
We utilize the U.S. dollar as our functional currency, except for our former Canadian operations, which used the Canadian dollar as the functional currency. When preparing consolidated financial statements, assets and liabilities of foreign entities are translated at the exchange rates at the balance sheet date, while income and expense items are translated at average rates for the period. Income statement amounts of significant transactions are translated at the rate in effect as of the date of the transactions. Foreign currency translation adjustments are recorded in accumulated other comprehensive loss. The Canadian property was disposed of on July 26, 2017.

Acquisitions
We use estimates of future cash flows and other valuation techniques to allocate the fair value of acquired property among land, building and other identifiable asset and liability intangibles. We recordvalue land andbased on comparable land sales specific to the applicable market. We record building values using an as-if-vacant methodology. We record above- and below-market in-place lease values for acquired properties based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) our estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease plus any below-market lease extension option periods. We amortize the capitalized above-market lease values as a reduction of minimum rents over the remaining non-cancelable terms of the respective leases. We amortize the capitalized below-market lease values as an increase to minimum rents over the term of the respective leases plus any below-market lease extension option terms. Should a tenant terminate its lease prior to the contractual expiration, the unamortized portion of the above-market and below-market in-place lease value is immediately charged to minimum rents.
We measure the aggregate value of other intangible assets acquired based on the difference between (i) the property valued with existing in-place leases and (ii) the property valued as-if-vacant. Our estimates of value are made using methods similar to those used by independent appraisers, primarily discounted cash flow analyses. Factors considered by us in our analysis include an estimate of carrying costs during the hypothetical expected lease-up periods considering current market conditions at the date of acquisition, and costs to execute similar leases. We also consider information obtained about each property as a result of the pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, we will include estimates of lost rentals during the expected lease-up periods, which is expected to primarily range from one to two years, depending on specific local market conditions, and costs to execute similar leases, including leasing commissions, legal and other related expenses to the extent that such costs are not already incurred in connection with a new lease origination as part of the transaction.

F-11

The total amount of other intangible assets acquired is further allocated to in-place lease values and customer relationship intangible values based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. Characteristics considered by us in allocating these values include, among other factors, the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement). As of December 31, 20192022 and 2018,2021, we have allocated no value to customer relationship value. We amortize the value of in-place leases to expense over the weighted average lease term of the respective leases, which generally range from one to ten10 years.
Purchase price has been allocated to acquired intangible assets, which include acquired in-place lease intangibles, acquired above-market in-place lease intangibles and acquired ground lease intangibles, which are reported net of accumulated amortization of $67,574$123,725 and $58,433$102,842 at December 31, 20192022 and 2018,2021, respectively, on the accompanying Consolidated Balance Sheets. The acquired intangible liabilities represent acquired below-market in-place leases, which are reported net of accumulated amortization of $10,372$15,566 and $10,280$15,481 at December 31, 20192022 and 2018,2021, respectively, on the accompanying Consolidated Balance Sheets. Our amortizing intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. According to authoritative guidance, an amortizing intangible asset is considered to be impaired when the estimated future undiscounted operating cash flow is less than its carrying value. To the extent impairment has occurred, the excess of the carrying value of the amortizing intangible asset over its estimated fair value will be charged to operations.
Future amortization related to amortizing acquired intangible assets and liabilities, including those classified as held for sale, as of December 31, 20192022 is as follows:
Acquired in-place leasesAcquired above-market leasesBelow-market ground leaseAcquired below-market leases
 Acquired in-place leases Acquired above-market leases Below-market ground lease Acquired below-market leases
2020 $18,438
 $789
 $15
 $(2,610)
2021 16,956
 715
 15
 (2,501)
2022 14,635
 622
 15
 (2,246)
2023 12,723
 427
 15
 (1,899)2023$44,651 $1,804 $401 $(6,173)
2024 7,676
 281
 15
 (1,486)202436,712 1,590 401 (5,802)
2025202529,563 1,416 401 (5,342)
2026202625,632 1,388 15 (4,482)
2027202722,223 1,338 15 (3,732)
Thereafter 19,047
 697
 261
 (5,079)Thereafter82,643 6,107 215 (17,876)
 $89,475
 $3,531
 $336
 $(15,821)$241,424 $13,643 $1,448 $(43,407)
Income Taxes
We first elected to be taxed as a REIT under sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), for our taxable year ended December 31, 2004. To qualify as a REIT, we must meet a number of organizational and operational requirements, including requirements to distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gains, and to meet certain quarterly asset and annual income tests. It is our current intention to adhere to these requirements. As a REIT, we will generally not be subject to corporate-level federal income tax to the extent we distribute 100% of our taxable income to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income, property or net worth, and to certain federal income and excise taxes.
On December 22, 2017, tax legislation commonly referred to as the Tax Cuts and Jobs Act was signed into law which resulted in significant U.S. federal income tax reform. We did not identify any items for which the accounting for the income tax effects of the Tax Cut and Jobs Act have not been completed. The Alternative Minimum Tax has been repealed for tax years beginning after December 31, 2017 as a result of the Tax Cut and Jobs Act.
Earnings and profits, which determine the tax treatment of dividends to stockholders, differ from net income reported for financial reporting purposes due to differences for federal income tax reporting purposes in computing, among other things, estimated useful lives, depreciable basis of properties and permanent and timing differences on the inclusion or deductibility of elements of income and expense for such purposes.
We evaluate uncertain tax positions in accordance with FASB ASC 740, Income Taxes. Based upon our current evaluation, we have concluded that there are no significant uncertain tax positions relevant to the jurisdictions where we are required to file income tax returns requiring recognition in the consolidated financial statements at December 31, 2019, 2018,2022, 2021, and 2017.2020. We are not subject to federal income tax examinations for tax years prior to 2016.2019.

F-12

Business Segments
Consistent with how we review and manage our properties, we align our internal operations along the five primary property types we are targeting for investments resulting in five operating segments: apartment properties, industrial, properties, office, properties,residential, retail properties and other properties.
We held one investment outside the United States up until we relinquished our ownership on July 26, 2017. For the year ended December 31, 2017, total revenues of this foreign investment were $1,488. For the year ended December 31, 2017, total revenues of U.S. domiciled investments were $164,734.
Assets and Liabilities Measured at Fair Value
The Financial Accounting Standards Board’s (“FASB”) guidance for fair value measurement and disclosure states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have access to at the measurement date.
Level 2—Observable inputs, other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.
Level 3—Unobservable inputs for the asset or liability. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information.
The authoritative guidance requires the disclosure of the fair value of our financial instruments for which it is practicable to estimate that value. The guidance does not apply to all balance sheet items. Market information as available or present value techniques have been utilized to estimate the amounts required to be disclosed. Since such amounts are estimates, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Our investments in marketable securities are valued using Level 1 inputs as the securities are publicly traded on major stock exchanges.
Real estate fund investments accounted for under the fair value option are stated at the fair value of our ownership in the fund. The fair value is recorded based upon changes in the NAV of the limited partnership as determined from the financial statements of the real estate fund. During the yearyears ended December 31, 20192022 and 2018,2021, we recorded an unrealized changesloss and unrealized gain in fair value classified within the Level 3 category of $4,234$6,734 and $2,226,$57,924, respectively, inwhich related to our investmentinvestments in the NYC Retail Portfolio (as defined below) and the Single-Family Rental Portfolio I (see Note 4-Unconsolidated Real Estate Affiliates and Fund Investments). During the year ended December 31, 2022, we recorded an impairment charge in our unconsolidated investment in Pioneer Tower within the Level 3 category of $12,838 utilizing a capitalization rate of 6.0% and a discount rate of 7.5% to reflect our investment at its estimated fair value.
We have estimated the fair value of our mortgage notes and other debt payable reflected in the accompanying Consolidated Balance Sheets at amounts that are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analysis with regard to fixed rate debt) for similar loans made to borrowers with similar credit ratings and for the same maturities. The fair value of our mortgage notes and other debt payable, including amounts included as held for sale, using level two inputs was approximately $21,360$139,690 lower and $3,794 higher and $14,422 lower than the aggregate carrying amounts at December 31, 20192022 and 2018,2021, respectively. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon extinguishment of our mortgage notes and other debt payable.
Derivative Financial Instruments
We record all derivatives on the Consolidated Balance Sheets at fair value in prepaid expenses and other assets or accounts payable and other accrued expenses. Changes in the fair value of our derivatives are recorded on our Consolidated Statements of Operations and Comprehensive Income, as a component of interest expense, as we have not designated our derivative instruments as hedges. Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate caps and swaps.

F-13

As of December 31, 2019,2022, we had the following outstanding interest rate derivatives related to managing our interest rate risk:
Interest Rate DerivativeNumber of InstrumentsNotional Amount
Interest Rate Swaps4$190,000 
Interest Rate Derivative Number of Instruments Notional Amount
Interest Rate Swaps 6
 212,800
The fair value of our interest rate caps and swaps represent assets of $5,106 and liabilities of $2,140 and assets of $3,921$2,580 at December 31, 20192022 and 2018,2021, respectively.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.
Recently AdoptedRecent Issued Accounting Pronouncements
Effective January 1, 2019, we adoptedIn March 2020, the Financial Accounting Standards Board issued Accounting Standard Update ("ASU") 2016-02 LeasesNo. 2020-04, Reference Rate Reform (Topic 848), which provides guidance containing practical expedients for reference rate reform related activities that impact debt, leases, derivatives and 2018-11 Leases: Targeted Improvements (Topic 842)other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We will continue to evaluate the impact of the guidance and expect to adopt it over time as debt markets transition from LIBOR to alternative rates such as the Secured Overnight Funding Rate ("ASU 842"SOFR"). The new guidance sets out
Correction of Immaterial Overstatement of Noncontrolling Interest
During the principlesyear ended December 31, 2022, we identified an immaterial overstatement of the net equity balance related to the noncontrolling interests in partnership equity of our operating partnership. We previously recorded these noncontrolling interests based upon the fair value of the OP Units issued as consideration, increased for the recognition, measurement, presentation and disclosurenoncontrolling interests’ share of leases for both parties to a contract (i.e., lessees and lessors). We elected a practical expedient, by class of underlying assets, to not separate non-lease components from the related lease components and, instead, to account for those components as a single lease component, when certain criteria are met. Upon adoption, we reclassified these components for prior periods to conform with the current period presentation. We also elected permitted practical expedients to not reassess lease classification and usenet income of the standard’s effective dateoperating partnership and decreased for the noncontrolling interests’ share of net loss and distributions. We have subsequently determined that transactions that change our ownership interest in the operating partnership are accounted for as equity transactions if we retain our controlling financial interest in the date of initial applicationoperating partnership and therefore financial information under ASU 842 is not provided for periods priorno gain or loss was recognized in net income. Accordingly, the net equity balance related to January 1, 2019. The accounting for lessors remained largely unchanged from previous GAAP; however, the standard required that lessors expense, on an as-incurred basis, certain initial direct costs that are not incrementalnoncontrolling interests in negotiating a lease. Under previous standards, certain of these costs were capitalizable and therefore this new standard will result in certain of these costs being expensed as incurred after adoption. Additionally, the standard requires lessors to evaluate whether the collectability of all rents is probable before recognizing rental revenues on a straight-line basis over the applicable lease term.

The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the termpartnership equity of the lease.  A lessee is also requiredoperating partnership was adjusted to record a right-of-use assetreflect these changes in ownership of the operating partnership as an equity transaction to reflect the change in ownership percentage of operating partnership. These adjustments are reflected as an allocation between Additional Paid in Capital and a lease liability for all leases with a term of greater than 12 months regardless of their classification.  Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. As of December 31, 2019, we have a ground lease arrangement for which we are the lessee and recorded a right-of-use assetNoncontrolling Interest within prepaid expenses and other assetsour equity section on our Consolidated Balance Sheets and Consolidated Statements of Equity. Our ownership percentage of the operating partnership will increase as we issue common stock and will decrease as we issue OP Units to noncontrolling interests in the amount of $2,182 and a lease liability within accounts payable and other liabilitiesfuture. This correction has no impact on our Consolidated Balance Sheets innet income, cash flows or the amountvalue of $2,235.
Reclassification
Upon adoption of ASU 842, we reclassified amounts previously recorded as recovery revenue and amounts determined to be uncollectable, previously recorded as provision for doubtful accounts, to rental revenue to conform with the current year presentation.OP Units. The following table summarizes the reclassifications being made on our Consolidated Statementeffects of Operations for the years ended December 31, 2018 and 2017:this correction:
As of December 31, 2021
Previously ReportedAdjustmentCorrected
Noncontrolling interests96,781 (28,976)67,805 
Additional paid in capital2,284,839 28,976 2,313,815 
As of December 31, 2020
Previously ReportedAdjustmentCorrected
Noncontrolling interests20,039 (1,352)18,687 
Additional paid in capital1,922,136 1,352 1,923,488 
 Year Ended December 31, 2018
 Previously Reported Reclassification Newly Reported
Rental Revenue$137,899
 $26,807
 $164,706
Other Revenue32,784
 (26,978) 5,806
Provision for Doubtful Accounts(171) 171
 
 Year Ended December 31, 2017
 Previously Reported Reclassification Newly Reported
Rental Revenue$132,642
 $26,573
 $159,215
Other Revenue32,310
 (26,791) 5,519
Provision for Doubtful Accounts(218) 218
 





NOTE 3—PROPERTY
The primary reason we make acquisitions of real estate investments in the apartment, industrial, office, residential, retail and other property sectors is to invest capital contributed by stockholders in a diversified portfolio of real estate assets. All references to square footage and units are unaudited. The following table provides information regarding the consolidated properties acquired during the years ended December 31, 2022, 2021 and 2020:
2019 Acquisitions
F-14

On March 29, 2019, we acquired Fremont Distribution Center, a 237,000 square foot, two building industrial property located in Fremont, California, for approximately $47,000. The acquisition was funded with cash on hand.
Property NameProperty TypeAcquisition DatePriceSquare Footage
/ Units
Location
2022 Acquisitions
Jefferson Lake HowellResidentialMarch 30, 2022$154,100 384 unitsCasselberry, FL
Northeast Atlanta Distribution CenterIndustrialApril 8, 202254,100 459,000Jefferson, GA
Cedar Medical Center at FlagstaffOfficeApril 29, 202217,200 26,000Flagstaff, AZ
Patterson PlaceRetailMay 31, 202214,500 25,000Durham, NC
Silverado SquareRetailJune 1, 202224,400 48,000Las Vegas, NV
Southeast Phoenix Distribution CenterIndustrialJune 8, 202262,400 245,000Chandler, AZ
North Boston Medical CenterOfficeJune 28, 202222,500 30,000Haverhill, MA
North Charlotte Medical CenterOfficeJune 28, 202212,500 25,000Stanley, NC
Woodlawn Point Shopping CenterRetailJune 30, 202235,000 98,000Marietta, GA
Oak Street LoftsResidentialJuly 15, 202281,500 187 unitsTigard, OR
Grand Rapids Medical CenterOfficeJuly 21, 20229,300 25,000Wyoming, MI
Glendale Medical CenterOfficeJuly 29, 202218,200 20,000Los Angeles, CA
6300 Dumbarton CircleOfficeSeptember 15, 202238,000 44,000Fremont, CA
6500 Kaiser DriveOfficeSeptember 15, 202242,500 88,000Fremont, CA
Greater Sacramento Medical CenterOfficeSeptember 16, 202211,100 18,000Rancho Cordova, CA
Molly Brook on BelmontResidentialSeptember 27, 202289,500 180 unitsNorth Haledon, NJ
West Phoenix Distribution CenterIndustrialSeptember 30, 2022135,000 1,200,000Glendale, AZ
Puget Sound Distribution CenterIndustrialOctober 6, 202223,800 142,000Lacey, WA
Single-Family Rental Portfolio IISingle Family HomesVarious99,600 320 unitsVarious
2021 Acquisitions
Louisville Distribution CenterIndustrialJanuary 21, 2021$95,000 1,040,000Shepherdsville, KY
170 Park AvenueOfficeFebruary 2, 202146,600 147,000Florham Park, NJ
Southeast Phoenix Distribution CenterIndustrialFebruary 23, 202191,000 474,000Chandler, AZ
Princeton North AndoverResidentialMay 3, 202172,500 192 unitsNorth Andover, MA
Louisville Airport Distribution CenterIndustrialJune 24, 202132,100 284,000Louisville, KY
237 Via Vera Cruz and 13500 Danielson StreetIndustrialJuly 2, 202136,640 153,000San Marcos and Poway, CA
4211 Starboard DriveIndustrialJuly 9, 202132,000 130,000Fremont, CA
The Preserve at the MeadowsResidentialAugust 23, 202161,000 220 unitsFort Collins, CO
The RockwellResidentialAugust 31, 202184,000 204 unitsBerlin, MA
Stony Point DriveOfficeSeptember 15, 202152,000 87,000Richmond, VA
5 National Way and 47 National WayIndustrialSeptember 28, 202166,750 375,000Durham, NC
Miramont ApartmentsResidentialSeptember 29, 202157,400 210 unitsFort Collins, CO
Pinecone ApartmentsResidentialSeptember 29, 202151,600 195 unitsFort Collins, CO
North Tampa Surgery CenterOfficeOctober 7, 20218,500 13,000Odessa, FL
Friendship Distribution CenterIndustrialOctober 20, 202195,000 649,000Buford, GA
South San Diego Distribution CenterIndustrialOctober 28, 2021158,500 665,000San Diego, CA
1755 Britannia Drive and
2451 Bath Road
IndustrialNovember 16, 202147,100 407,000Elgin, IL
687 Conestoga ParkwayIndustrialNovember 17, 202139,500 327,000Shepherdsville, KY
2840 Loker Avenue and 15890 Bernardo Center DriveIndustrialNovember 30, 202141,100 152,000Carlsbad and San Diego, CA
The Reserve at VeniceResidentialDecember 17, 202193,000 276 unitsNorth Venice, FL
Woodside TrumbullResidentialDecember 21, 202198,000 199 unitsTrumbull, CT
Durham Medical OfficeOfficeDecember 23, 202137,125 60,000Durham, NC
1203 SW 7 HighwayOfficeDecember 23, 20213,400 10,000Blue Springs, MO
8600 NE 82nd StreetOfficeDecember 23, 20215,500 11,000Blue Springs, MO
South Reno Medical CenterOfficeDecember 28, 202114,025 32,000Reno, NV
Roeland Park Medical OfficeOfficeDecember 28, 202113,300 30,000Roeland Park, KS
Sugar Land Medical OfficeOfficeDecember 30, 202118,350 37,000Sugar Land, TX
2020 Acquisitions
Milford CrossingRetailJanuary 29, 2020$42,100 159,000Milford, MA
Fountainhead Corporate ParkOfficeFebruary 6, 202061,500 295,000Phoenix, AZ
Fort Worth Distribution CenterIndustrialOctober 23, 202024,050 351,000Fort Worth, TX
Whitestown Distribution CenterIndustrialDecember 11, 202062,300 720,000Whitestown, IN
On May 13, 2019, we acquired Stonemeadow Farms, a 280-unit apartment property located in Bothell, Washington, for approximately $81,800. The acquisition was funded with cash on hand.
F-15

On May 31, 2019, we acquired 3324 West Trinity Boulevard, a 145,000 square foot industrial distribution center located in Grand Prairie, Texas, for approximately $16,150. The acquisition was funded with cash on hand.
On July 2, 2019, we acquired Genesee Plaza, a 161,000 square foot two building medical office campus located in San Diego, California, for approximately $89,500. The acquisition was funded by the assumption of a six-year mortgage loan that bears interest at a fixed rate of 4.30% in the amount of $41,546 and with cash on hand.
On July 31, 2019, we acquired Summit at San Marcos, a 273-unit apartment property located in Chandler, Arizona, for approximately $71,750. The acquisition was funded with a draw on the credit facility and cash on hand.
On August 23, 2019, we acquired Taunton Distribution Center, a 200,000 square foot industrial distribution center located in Taunton, Massachusetts, for approximately $25,700. The acquisition was funded with cash on hand.
On September 30, 2019, we acquired a 97.5% interest in Presley Uptown, a 230-unit apartment property in the Uptown submarket of Charlotte, North Carolina. The joint venture acquired the property for approximately $55,250. The acquisition was funded with a draw on the credit facility and cash on hand.
On December 6, 2019, we acquired Chandler Distribution Center, a 211,000 square foot industrial distribution center located in Chandler, Arizona for $31,000. The acquisition was funded with cash on hand.
We allocated the purchase price for our 20192022 acquisitions in accordance with authoritative guidance as follows:
 2019 Acquisitions
Land$74,458
Building and equipment313,335
In-place lease intangible (acquired intangible assets)32,312
Above-market lease intangible (acquired intangible assets)998
Below-market lease intangible (acquired intangible liabilities)(2,702)
 $418,401
Amortization period for intangible assets and liabilities1 month -10 years
On December 5, 2019, we acquired our joint venture partner's 10% interest in Townlake of Coppell for approximately $6,000 plus the assumption of the joint venture partners pro rata share of the mortgage loan in the amount of approximately $2,880.

2018 Acquisitions
On June 6, 2018, we acquired the Villas at Legacy, a garden-style 328-unit apartment community located in Plano, Texas, for approximately $57,800 plus closing costs. The acquisition was funded with cash on hand.
We allocated the purchase price for our 2018 acquisition in accordance with authoritative guidance as follows:
 2018 Acquisition
Land$6,888
Building and equipment48,504
In-place lease intangible (acquired intangible assets)2,577
 $57,969
Amortization period for intangible assets and liabilities6 months
On December 27, 2018, we acquired our joint venture partners 22% interest in The Edge at Lafayette for $880 plus the assumption of the joint venture partners pro rata share of the mortgage loan in the amount of $3,890. The owner of the 22% interest in the joint venture that owned the property was an investment fund advised by LaSalle and in which JLL owned a minority interest.
2017 Acquisitions
On July 14, 2017, we acquired Jory Trail at the Grove, a 324-unit apartment community located in Wilsonville, Oregon, for approximately $74,750. The acquisition was funded by the assumption of an eight-year mortgage loan that bears interest at a fixed-rate of 3.81% in the amount of $44,250, a draw on our credit facility and cash on hand.
On July 28, 2017, we acquired The Reserve at Johns Creek Walk, a 210-unit apartment community located in Johns Creek, Georgia, for approximately $47,300. The acquisition was funded by the assumption of a three-year mortgage loan that bears interest at a fixed rate of 3.30% in the amount of $23,620, a draw on our credit facility and cash on hand.
On August 8, 2017, we acquired, Montecito Marketplace, a 190,000 square foot grocery-anchored retail center located in Las Vegas, Nevada for approximately $63,550. The acquisition was funded with a draw on our credit facility and cash on hand.
On December 20, 2017, we acquired, through a reverse 1031 exchange, Mason Mill Distribution Center, a newly-constructed 340,000 square-foot industrial property located in Buford, Georgia, for approximately $31,000. The acquisition was funded with cash on hand.
We allocated the purchase price for our 2017 acquisitions in accordance with authoritative guidance as follows:
2017 Acquisitions 2022 Acquisitions2021 Acquisitions2020 Acquisitions
Land$30,245
Land$131,475 $173,962 $15,782 
Building and equipment171,022
Building and equipment719,146 1,145,365 136,430 
In-place lease intangible (acquired intangible assets)15,863
In-place lease intangible (acquired intangible assets)90,377 135,278 35,345 
Above-market lease intangible (acquired intangible assets)805
Above-market lease intangible (acquired intangible assets)2,023 9,568 2,947 
Below-market lease intangible (acquired intangible liabilities)(1,235)Below-market lease intangible (acquired intangible liabilities)(18,013)(19,997)(2,317)
$216,700
$925,008 $1,444,176 $188,187 
Amortization period for intangible assets and liabilities1 month - 15 years
Amortization period for intangible assets and liabilities6 months - 19 years5 months - 19 years5 months - 15 years
Impairment of Investment in Real Estate
 InDuring the year ended December 31, 2021, in accordance with authoritative guidance for impairment of long-lived assets, we recordeddetermined that The Edge at Lafayette no longer fit our current investment objectives and strategy and reduced our expected hold period. We further determined that this asset was impaired as the carrying value of the investment was not deemed recoverable. Therefore, we recognized an impairment during 2019, 2018charge totaling $1,822, which represented the difference between the sale price less estimated costs to sell and 2017.the carrying value of the property.
2019 Disposition2022 Dispositions
On February 7, 2019,January 6, 2022, we sold 111 Sutter StreetNorfleet Distribution Center, a 702,000 square foot industrial property located in Kansas City, Missouri for approximately $227,000 less closing costs. In connection with the disposition, the mortgage loan associated with the property of approximately $52,300 was retired. We recorded a gain on the sale of property in the amount of $107,108.

2018 Disposition
On February 5, 2018, we sold Station Nine Apartments for approximately $75,000$60,375 less closing costs. We recorded a gain on the sale of the property in the amount of $29,665.
2017 Dispositions$34,584.
On July 26, 2017,January 24, 2022, we relinquished our ownership of Railway Street Corporate Centre,sold The Edge at Lafayette, a 135,000207,000 square foot office buildingstudent housing apartment property located in Calgary, Canada, through a deed in lieu of foreclosure with the lender. Upon our relinquishment of the property, we were relieved of approximately $27,600 of mortgage obligations plus accrued interest associated with the mortgage loan. Upon extinguishment of the mortgage debt obligation, a $252 non-cash accounting gain was recognized representing the difference between the book value of the debt, interest payable and other obligations extinguished over the fair value of the property and other assets transferred as of the transfer date. Upon relinquishment of the property and extinguishment of the mortgage debt obligation we also recognized $1,895 of Accumulated Other Comprehensive Loss from historical foreign currency translation adjustments as part of the gain on disposition of property and extinguishment of debt on our Consolidated Statement of Operations and Comprehensive Income.
On September 19, 2017, we sold 14600 Sherman Way and 14624 Sherman WayLafayette, Louisiana for approximately $22,350 less closing costs. We recorded a gain on the sale of the properties in the amount of $7,144.
On December 15, 2017, we sold Joliet Distribution Center for approximately $28,200$16,500 less closing costs. We recorded a gain on the sale of the property in the amount of $9,481.$13.
2018 On December 1, 2022 we sold Oak Grove Plaza, a 120,000 square foot retail property located in Sachse, Texas for approximately $24,400 less closing costs. We recorded a gain on the sale of the property in the amount of $3,492.
2021 Disposition
On January 8, 2021, we sold South Seattle Distribution Center, a three property industrial center totaling 323,000 square feet located in Seattle, Washington for approximately $72,600 less closing costs. In connection with the disposition, the mortgage loan associated with the property of $17,841 was retired. We recorded a gain on the sale of the property in the amount of $33,580.
2020 Disposition
On March 27, 2020, we sold 24823 Anza Drive, a 31,000 square foot industrial property located in Santa Clarita, California for approximately $5,600 less closing costs. We recorded a gain on the sale of the property in the amount of $1,724.
Held for Sale
On December 17, 2018, 111 Sutter Street15, 2021, Norfleet Distribution Center was classified as held for sale. This propertysale and was sold on February 7, 2019.
January 6, 2022. On December 23, 2021, The Edge at Lafayette was classified as held for sale and was sold on January 24, 2022. As of December 31, 2018,2021, our investment in real estate and other assets and liabilities held for sale was comprised of:
F-16

Table of Contents
 December 31, 2018
Land$39,920
Building and equipment, net67,819
Other assets, net4,847
Total assets$112,586
  
Mortgage notes and other debt payable, net$53,953
Other liabilities2,310
Total liabilities$56,263
December 31, 2021
Land$3,530 
Building and equipment, net35,349 
Other assets, net447 
Total assets$39,326 
Other liabilities$271 
Total liabilities$271 

NOTE 4—UNCONSOLIDATED REAL ESTATE AFFILIATES AND FUND INVESTMENTS
Unconsolidated Real Estate Affiliates
In addition to investments in consolidated properties, we may make investments in real estate which are classified as unconsolidated real estate affiliates under GAAP. The residential sector includes residential properties and single-family rental homes.
Unconsolidated Real Estate Affiliates
The following represent our unconsolidated real estate affiliates as of December 31, 20192022 and December 31, 2018.2021:
 Carrying Amount of InvestmentCarrying Amount of Investment
Property Property Type Location Acquisition Date December 31, 2019 December 31, 2018PropertyProperty TypeLocationAcquisition DateDecember 31, 2022December 31, 2021
Chicago Parking Garage Other Chicago, IL December 23, 2014 $15,741
 $17,260
Chicago Parking GarageOtherChicago, ILDecember 23, 2014$13,449 $13,992 
Pioneer Tower Office Portland, OR June 28, 2016 109,653
 111,091
Pioneer TowerOfficePortland, ORJune 28, 201688,000 103,529 
The Tremont Apartment Burlington, MA July 19, 2018 21,571
 21,881
The TremontResidentialBurlington, MAJuly 19, 201821,211 21,345 
The Huntington Apartment Burlington, MA July 19, 2018 12,323
 13,082
The HuntingtonResidentialBurlington, MAJuly 19, 201810,019 10,773 
Siena Suwanee Town CenterSiena Suwanee Town CenterResidentialSuwanee, GADecember 15, 202030,449 30,685 
Kingston at McLean CrossingKingston at McLean CrossingResidentialMcLean, VADecember 3, 202139,075 36,720 
Total $159,288
 $163,314
Total$202,203 $217,044 
Summarized Combined Balance Sheets—Unconsolidated Real Estate Affiliates—Equity Method Investments (Unaudited)
December 31, 2022December 31, 2021
Net investments in real estate$399,107 $408,233 
Acquired intangible assets, net8,334 10,139 
Other assets14,661 8,433 
Total assets$422,102 $426,805 
Mortgage notes and other debt payable$180,278 $182,318 
Acquired intangible liabilities, net3,518 3,933 
Other liabilities1,733 2,266 
Total liabilities185,529 188,517 
Members’ equity236,573 238,288 
Total liabilities and members' equity$422,102 $426,805 

F-17

 December 31, 2019 December 31, 2018
Net investments in real estate$226,289
 $227,451
Acquired intangible assets, net15,050
 19,016
Other assets5,767
 6,315
Total assets$247,106
 $252,782
    
Mortgage notes and other debt payable$69,952
 $71,003
Acquired intangible liabilities, net3,324
 4,174
Other liabilities3,376
 2,771
Total liabilities76,652
 77,948
Members’ equity170,454
 174,834
Total liabilities and members' equity$247,106
 $252,782
Table of Contents

Company Investments in Unconsolidated Real Estate Affiliates—Equity Method Investments (Unaudited)
December 31, 2019 December 31, 2018December 31, 2022December 31, 2021
Members’ equity$170,454
 $174,834
Members’ equity$236,573 $238,288 
Less: other members' equity(11,273) (11,630)Less: other members' equity(20,150)(19,858)
Basis differential107
 110
Basis differential(14,220)(1,386)
Investments in unconsolidated real estate affiliates$159,288
 $163,314
Investments in unconsolidated real estate affiliates$202,203 $217,044 
Summarized Combined Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments (Unaudited)
Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017Year Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
Total revenues$21,057
 $16,188
 $11,952
Total revenues$36,426 $24,862 $18,978 
Total operating expenses17,014
 16,522
 10,795
Total operating expenses27,008 22,868 17,792 
Operating income$4,043
 $(334) $1,157
Operating income$9,418 $1,994 $1,186 
Total other expenses2,860
 1,310
 
Total other expenses(626)4,586 2,894 
Net income (loss)$1,183
 $(1,644) $1,157
Net income (loss)$10,044 $(2,592)$(1,708)
Company Equity in Income of Unconsolidated Real Estate Affiliates—Equity Method Investments (Unaudited)
 Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017
Net income (loss) of unconsolidated real estate affiliates$1,183
 $(1,644) $1,157
Other members’ share of net (income) loss(351) 593
 
Company equity in income (loss) of unconsolidated real estate affiliates$832
 $(1,051) $1,157
Year Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
Net income (loss) of unconsolidated real estate affiliates$10,044 $(2,592)$(1,708)
Other members’ share of net income(1,770)(186)(368)
Impairment of investments in unconsolidated real estate affiliates(12,838)— (1,506)
Company equity in (loss) of unconsolidated real estate affiliates$(4,564)$(2,778)$(3,582)
Real Estate Fund Investment
NYC Retail Portfolio
On December 8, 2015, a wholly-owned subsidiary of the Company acquired an approximate 28% interest in a newly formed limited partnership, Madison NYC Core Retail Partners, L.P, which acquired an approximate 49% interest in entities that initially owned 15 retail properties located in the greater New York City area (the “NYC Retail Portfolio”), the result of which is that we own an approximate 14% interest in the NYC Retail Portfolio. The purchase price for such portion is approximately $85,600 including closing costs. As of December 31, 2019, the NYC Retail Portfolio owned 9 retail properties totaling approximately 2,014,000 square feet across urban infill locations in Manhattan, Brooklyn, Queens, Staten Island and New Jersey.Investments
At acquisition we mademay make the election to account for our interest in the NYC Retail Portfolioinvestments under the fair value option. This fair value election wasmay be made aswhen the investment is in the form of a commingled fund with institutional partners where fair value accounting provides the most relevant information about the financial condition of the investment. We record increases and decreases in our investment each reporting period based on the change in the fair value of the investment as estimated by the general partner. Critical inputs to NAV estimates include valuations of the underlying real estate assets which incorporate investment-specific assumptions such as discount rates, capitalization rates and rental growth rates. We diddo not consider adjustments to NAV estimates provided by the general partner, including adjustments for any restrictions to the transferability of ownership interests embedded within the investment agreement to which we are a party, to be necessary based upon (1) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investment level, (2) consideration of market demand for the retail assets held by the venture, and (3) contemplation of real estate and capital markets conditions in the localities in which the venture operates. We have no unfunded commitments. Our investment ininvestments accounted for under the NYC Retail Portfolio isfair value option are presented on our Consolidated Balance Sheets within real estate fund investment.investments. Changes in the fair value of our investmentinvestments as well as cash distributions received are recorded on our Consolidated Statements of Operations within income from unconsolidated real estate affiliates and fund investments. During
NYC Retail Portfolio
On December 8, 2015, a wholly owned subsidiary of ours acquired an approximate 28% interest in a newly formed limited partnership, Madison NYC Core Retail Partners, L.P, which acquired an approximate 49% interest in entities that initially owned 15 retail properties located in the year ended December 31, 2019, three retail propertiesgreater New York City area (the “NYC Retail Portfolio”), the result of which is that we own an approximate 14% interest in the NYC Retail Portfolio with a combined 366,000 square feet were disposed of and the mortgage loans were extinguished.Portfolio. The purchase price for such portion was approximately $85,600 including closing costs. As of December 31, 20192022, the NYC Retail Portfolio owned eight retail properties totaling approximately 1,940,000 square feet across urban infill locations in Manhattan, Brooklyn, Queens and New Jersey. We have no unfunded commitments.
As of December 31, 2022 and December 31, 2018,2021, the carrying amount of our investment in the NYC Retail Portfolio was $93,400$75,417 and $92,414,$84,874, respectively. During the year ended December 31, 2019,2022, we recorded increasesdecreases in fair value of our
F-18

Table of Contents
investment in the NYC Retail Portfolio of $9,457 and received no cash distributions. During the year ended December 31, 2022, we made no capital contributions and received no distributions from Madison NYC Core Retail Partners, L.P. During the year ended December 31, 2021, we recorded decreases in fair value of our investment in the NYC Retail Portfolio of $4,234, we$4,021 and received return of capital distributions totaling $3,248 and we received distributions of income totaling $2,000. Thisno cash distribution of income increased equity in income of unconsolidated real estate affiliates and fund investment.distributions. During the year ended December 31, 2018,2021, we made a 73,000 square foot$1,661 capital contribution to Madison NYC Core Retail Partners, L.P. On March 4, 2020, a retail property in the NYC Retail Portfolio with a square footage of 74,000 was sold and itsthe mortgage loan was extinguished.
Single-Family Rental Portfolio I
On August 5, 2021, we acquired an approximate 47% interest in a portfolio of approximately 4,000 stabilized single-family rental homes located in various markets across the United States, including Atlanta, Dallas, Phoenix, Nashville and Charlotte, among others (the "Single-Family Rental Portfolio I"). The portfolio is encumbered by securitized mortgages in a net amount of approximately $760,000 maturing in the fourth quarter of 2025 at a weighted average interest rate of 2.1%. The equity purchase price for our approximate 47% interest was approximately $205,000. We funded the transaction using cash on hand and a draw on our Revolving Credit Facility.
As of December 31, 2022 and December 31, 2021, the carrying amount of our investment in the Single-Family Rental Portfolio I was $270,754 and $268,031 respectively. During the year ended December 31, 2018,2022 and December 31, 2021, we recorded increasesan increase in the fair value of our investment in the NYC RetailSingle-Family Rental Portfolio I of $2,226, we received return$2,723 and an increase of capital distributions totaling $3,482$61,945 respectively. During the year ended December 31, 2022 and December 31, 2021, we received distributions of income totaling $829. This$7,895 and $4,145 respectively . The cash distributiondistributions of income increased equity in income offrom unconsolidated real estate affiliates and fund investments.

During the year ended December 31, 2021, we made a working capital funding of $909 to the joint venture and paid $343 in closing costs.
Summarized Combined Balance Sheets—NYC Retail Portfolio Investment—Investment and Single-Family Rental Portfolio I—Fair Value Option Investment (Unaudited)
December 31, 2019 December 31, 2018December 31, 2022December 31, 2021
Investment in real estate venture$340,797
 $335,704
Investment in real estate venture$1,646,374 $1,666,923 
Cash672
 2,560
Cash21,703 19,650 
Other assets209
 3
Other assets52,190 55,562 
Total assets$341,678
 $338,267
Total assets$1,720,267 $1,742,135 


 

Total liabilities$3,541
 $567
Total liabilities$834,237 $823,503 
Partners' capital338,137
 337,700
Partners' capital886,030 918,632 
Total liabilities and partners' capital$341,678
 $338,267
Total liabilities and partners' capital$1,720,267 $1,742,135 
Summarized Statement of Operations—NYC Retail Portfolio Investment—Investment and Single-Family Rental Portfolio I—Fair Value Option Investment (Unaudited)
Year Ended December 31, 2022Year Ended December 31, 2021Year Ended December 31, 2020
Total revenue$86,688 $31,945 $2,261 
Net investment income (loss)$23,128 $4,025 $(28)
Net change in unrealized (loss) gain on investment in real estate venture(34,620)162,207 (57,323)
Net (loss) income$(11,492)$166,232 $(57,351)

F-19
 Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017
Total revenue$6,001
 $3,333
 $14,386
      
Net investment income$4,128
 $1,330
 $11,740
Net change in unrealized gain on investment in real estate venture15,292
 6,675
 24,686
Net income$19,420
 $8,005
 $36,426


Table of Contents

NOTE 5—MORTGAGE NOTES AND OTHER DEBT PAYABLE
Mortgage notes and other debt payable have various maturities through 20542042 and consist of the following:
PropertyMaturity/Extinguishment DateFixed /
Floating
Interest
Rate
Amount payable as of
December 31, 2022December 31, 2021
Aurora Distribution CenterJune 1, 2023Fixed3.39 %$13,156 $13,441 
180 N JeffersonJuly 1, 2023Fixed3.89 45,000 45,000 
Grand Lakes MarketplaceOctober 1, 2023Fixed4.20 23,900 23,900 
Oak Grove Plaza (1)
February 1, 2024Fixed4.17 — 8,915 
Charlotte Distribution CenterSeptember 1, 2024Fixed3.66 9,117 9,341 
Genesee PlazaJanuary 1, 2025Fixed4.30 38,306 39,285 
Jory Trail at the GroveFebruary 1, 2025Fixed3.81 41,954 42,793 
Skokie CommonsJune 1, 2025Fixed3.31 23,118 23,627 
DFW Distribution CenterJune 1, 2025Fixed3.23 17,720 17,720 
AQ RittenhouseSeptember 1, 2025Fixed3.65 26,370 26,370 
Timberland Town CenterOctober 1, 2025Fixed4.07 19,739 20,253 
Whitestone MarketDecember 1, 2025Fixed3.58 25,750 25,750 
Miramont ApartmentsMarch 1, 2026Fixed3.87 27,128 27,629 
Pinecone ApartmentsMarch 1, 2026Fixed3.87 24,895 25,355 
Louisville Distribution CenterMay 1, 2026Fixed1.76 52,250 52,250 
Maui MallJune 1, 2026Fixed3.64 35,492 36,322 
Rancho Temecula Town CenterJuly 1, 2026Fixed4.02 28,000 28,000 
Dylan Point LomaSeptember 1, 2026Fixed3.83 39,598 40,319 
237 Via Vera CruzSeptember 1, 2026Floating5.79 11,880 11,880 
4211 Starboard DriveSeptember 1, 2026Floating5.79 20,612 20,612 
13500 Danielson StreetSeptember 1, 2026Floating5.79 10,990 10,990 
2840 Loker AveSeptember 1, 2026Floating5.79 14,316 14,316 
15890 Bernardo CenterSeptember 1, 2026Floating5.79 8,702 8,702 
Lane Parke ApartmentsNovember 1, 2026Fixed3.18 37,000 37,000 
The District at Howell MillMarch 1, 2027Fixed5.30 28,036 28,858 
San Juan Medical CenterOctober 1, 2027Fixed3.35 16,730 16,730 
Whitestown Distribution CenterFebruary 10, 2028Fixed2.95 34,000 34,000 
Townlake of CoppellApril 10, 2028Fixed2.41 36,030 36,030 
Southeast Phoenix Distribution CenterJune 1, 2028Fixed2.70 49,000 49,000 
Princeton North AndoverJune 1, 2028Floating5.94 39,900 39,900 
Friendship Distribution Center (2)
March 1, 2029Floating6.05 40,000 — 
Stonemeadow FarmsAugust 1, 2029Fixed3.62 43,865 44,722 
Presley UptownNovember 1, 2029Fixed3.25 30,000 30,000 
Reserve at Johns CreekDecember 1, 2029Fixed3.58 26,000 26,000 
Summit at San MarcosMay 1, 2030Fixed3.28 35,900 35,900 
Mason Mill Distribution CenterOctober 1, 2030Fixed3.25 17,500 17,500 
The PenfieldOctober 1, 2030Fixed2.50 35,500 35,500 
South San Diego Distribution CenterJanuary 1, 2031Fixed3.18 72,500 72,500 
Villas at LegacyJanuary 1, 2031Fixed2.53 29,500 29,500 
The Preserve at the MeadowsOctober 1, 2031Fixed2.57 32,400 32,400 
The RockwellOctober 1, 2031Fixed2.62 46,310 46,310 
Reserve at Venice (3)
March 1, 2032Fixed2.98 55,800 — 
F-20

Property Maturity/Extinguishment Date Fixed /
Floating
 Interest
Rate
 Amount payable as of
December 31, 2019 December 31, 2018
Grand Prairie Distribution Center (1)
 April 1, 2019 Fixed 3.58% $
 $8,600
The Reserve at Johns Creek Walk (2)
 April 1, 2020 Fixed 3.30
 
 23,318
Townlake of Coppell June 1, 2020 Fixed 3.25
 28,514
 28,800
Suwanee Distribution Center October 1, 2020 Fixed 3.66
 19,100
 19,100
140 Park Avenue March 1, 2021 Fixed 3.00
 22,800
 22,800
Monument IV at Worldgate February 1, 2023 Fixed 3.13
 40,000
 40,000
Aurora Distribution Center June 1, 2023 Fixed 3.39
 13,850
 13,850
180 N Jefferson July 1, 2023 Fixed 3.89
 45,000
 45,000
Grand Lakes Marketplace October 1, 2023 Fixed 4.20
 23,900
 23,900
Oak Grove Plaza February 1, 2024 Fixed 4.17
 9,384
 9,604
South Seattle Distribution Center March 1, 2024 Fixed 4.38
 18,250
 18,611
Charlotte Distribution Center September 1, 2024 Fixed 3.66
 9,764
 9,964
Jory Trail at the Grove February 1, 2025 Fixed 3.81
 44,250
 44,250
Skokie Commons June 1, 2025 Fixed 3.31
 24,400
 24,400
DFW Distribution Center June 1, 2025 Fixed 3.23
 17,720
 17,720
AQ Rittenhouse September 1, 2025 Fixed 3.65
 26,370
 26,370
Timberland Town Center October 1, 2025 Fixed 4.07
 21,220
 21,675
Whitestone Market December 1, 2025 Fixed 3.58
 25,750
 25,750
Maui Mall June 1, 2026 Fixed 3.64
 37,894
 38,638
Rancho Temecula Town Center July 1, 2026 Fixed 4.02
 28,000
 28,000
Dylan Point Loma September 1, 2026 Fixed 3.83
 40,500
 40,500
Lane Parke Apartments November 1, 2026 Fixed 3.18
 37,000
 37,000
The District at Howell Mill March 1, 2027 Fixed 5.30
 30,378
 31,080
The Penfield March 1, 2054 Fixed 3.57
 36,977
 37,719
Genesee Plaza January 1, 2025 Fixed 4.30
 41,114
 
Stonemeadow Farms August 1, 2029 Fixed 3.62
 45,000
 
The Reserve at Johns Creek December 1, 2029 Fixed 3.58
 26,000
 
Presley Uptown November 1, 2029 Fixed 3.25
 30,000
 
Revolving line of credit May 25, 2021 Floating 3.85
 
 90,000
Term loans May 25, 2023 Fixed 3.08
 100,000
 100,000
TOTAL       $843,135
 $826,649
Net debt discount on assumed debt and debt issuance costs   
 (6,317) (8,554)
MORTGAGE NOTES AND OTHER DEBT PAYABLE, NET $836,818
 $818,095
           
111 Sutter Street (3)
 April 1, 2023 Fixed 4.50% $
 $52,450
MORTGAGE NOTES AND OTHER DEBT PAYABLE OF HELD FOR SALE PROPERTY $
 $52,450
Molly Brook on Belmont (4)
August 1, 2042Fixed3.31 54,650 — 
Revolving line of creditApril 28, 2025Floating5.81 225,000 300,000 
Bridge loan (5)
December 1, 2022Floating1.75 — 100,000 
Term loansApril 28, 2027Fixed & Floating3.40% - 5.76%400,000 235,000 
TOTAL$1,943,614 $1,819,620 
Net debt discount on assumed debt and debt issuance costs(19,087)(1,956)
MORTGAGE NOTES AND OTHER DEBT PAYABLE, NET$1,924,527 $1,817,664 
________
(1)The loan was repaid on February 8, 2019.
(2)The loan was repaid on September 27, 2019.
(3)The loan associated with this property was designated as held for sale on December 17, 2018. The property associated with this loan was sold on February 7, 2019 and the loan was repaid.

(1)    On August 5, 2022, we repaid the mortgage note payable related to Oak Grove Plaza in the amount of $8,770.

(2)    On March 18, 2022, we entered into a $40,000 mortgage payable on Friendship Distribution Center. The mortgage note bears an interest rate equal to the Secured Overnight Financing Rate ("SOFR") plus 1.75% (6.05% at December 31, 2022) and matures on March 1, 2029.
(3)    On February 15, 2022, we entered into a $55,800 mortgage payable on Reserve at Venice. The mortgage note bears an interest of 2.98% and matures on March 1, 2032.
(4)    On September 27, 2022, we assumed a mortgage payable that was originated on August 1, 2022 on Molly Brook on Belmont. The mortgage bears an interest rate of 3.31% and matures on August 1, 2042. As of December 31, 2022, the balance of the loan was $54,650.
(5)    On April 28, 2022, the Bridge Loan was extinguished upon execution of the Credit Facility.
We have recognized a premium or discount on debt we assumed with the following property acquisitions, the remaining premium or discount is as follows as of December 31, 2019:2022:
PropertyDebt Premium 
(Discount)
Effective
Interest Rate
The District at Howell Mill$(844)6.34 %
Timberland Town Center280 3.34 
Jory Trail at the Grove(54)3.94 
Genesee Plaza670 4.30 
Pinecone Apartments1,202 2.33 
Miramont Apartments1,310 2.33 
South San Diego Distribution Center2,990 3.18 
Molly Brook on Belmont(13,047)5.90 
Net debt premium on assumed debt$(7,493)
Property 
Debt Premium 
(Discount)
 
Effective
Interest Rate
The District at Howell Mill $(1,417) 6.34%
The Penfield (2,056) 4.02
Timberland Town Center 585
 3.34
Jory Trail at the Grove (132) 3.94
Genesee Plaza (1,428) 4.30
Net debt discount on assumed debt $(4,448) 
Aggregate future principal payments of mortgage notes payable excluding the property classified as held for sale as of December 31, 2019,and other debt payable are as follows:
Year Amount
2020 $53,137
2021 29,626
2022 8,082
2023 230,166
2024 41,393
Thereafter 480,731
Total $843,135
YearAmount
2023$90,732 
202417,653 
2025418,473 
2026309,240 
2027447,860 
Thereafter659,656 
Total$1,943,614 
Land, buildings, equipment and acquired intangible assets related to the mortgage notes payable, with an aggregate cost of approximately $1,574,000$2,731,000 and $1,525,000$2,421,000 at December 31, 20192022 and 2018,2021, respectively, have been pledged as collateral, and are not available to satisfy our debts and obligations unless first satisfying the mortgage note payable on the property. As our mortgage notes mature, we will explore refinancing and paying off the loans as well as full or partial sales of the properties. To accomplish these refinancings and pay downs, we would use cash on hand, cash from future property operations and capital from the proceeds of the Second ExtendedCurrent Public Offering.

F-21

Credit Facility
On May 26, 2017,April 28, 2022, we entered into a credit agreement providing for a $250,000$1,000,000 revolving line of credit and unsecured term loan (collectively, the "Credit Facility") with a syndicate of sixnine lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Capital Markets LLC, Wells Fargo Securities, LLC and PNC Bank,Capital One, National Association. The $250,000 credit facility (the "Credit Facility")Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $1,300,000, subject to receipt of lender commitments and other conditions. The $1,000,000 Credit Facility consists of a $200,000$600,000 revolving line of credit (the “Revolving Line of Credit”Credit Facility”) and a $50,000$400,000 term loan (the “ First Term“Term Loan”). On August 4, 2017, we expanded our Credit Facility to $300,000. The additional $50,000 borrowing was in the form of a five-year term loan maturing on May 26, 2022 (the "Second Term Loan"). We collectively refer to the First Term Loan and Second Term Loan as the "Term Loans". On December 12, 2018, we expanded and extended our Credit Facility to provide for a borrowing capacity of $400,000, by increasing our Revolving Line of Credit to $300,000 with a new maturity date of May 25, 2021. We also extended our Term Loans by one year with new maturity dates of May 25, 2023. The primary interest rate for the Revolving Credit Facility is based on LIBOR,one-month term SOFR plus 0.10% (“Adjusted Term SOFR”), plus a margin ranging from 1.3% to 2.00%, depending on our total leverage ratio. The primary interest rate for the Term Loan is based on Adjusted Term SOFR, plus a margin ranging from 1.25% to 2.00%1.95%, depending on our total leverage ratio. The maturity date of the Revolving Credit Facility is April 28, 2025 and the Term Loan is April 28, 2027. The Credit Facility contains two, twelve-month extension options at our election. Based on our current total leverage ratio, we can elect to borrow at Adjusted Term SOFR plus 1.35% and Adjusted Term SOFR plus 1.30% for the Revolving Credit Facility and Term Loan, respectively, or alternatively, we can choose to borrow at a “base rate” equal to (i) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate announced by JPMorgan Chase Bank, N.A., and (c) LIBORAdjusted Term SOFR plus 1.0%, plus (ii) a margin ranging from 0.25%0.30% to 1.00% for base rate loans. The maturity date of the Revolving Line of Credit is May 25, 2021 and contains two 12-month extension options that we may exercise upon (i) payment of an extension fee equal to 0.15% of the gross capacityloans under the Revolving Line of Credit atFacility or a margin ranging from 0.25% to 0.95% for base rate loans under the timeTerm Loan. If the “base rate” is less than 1.0%, it will be deemed to be 1.0% for purposes of the extension, and (ii) compliance with the other conditions set forth in the credit agreement.Credit Facility. We intend to use the Revolving Line of Credit Facility to cover short-term capital needs, for new property acquisitions and working capital. We may not draw funds on our Credit Facility if we (i) experience a material adverse effect, which is defined to include, among other things, (a) a material adverse effect on the business, assets, operations or financial condition of the Company taken as a whole; (b) the inability of any loan party to perform any of its obligations under any loan document; or (c) a material adverse effect upon the validity or enforceability of any loan document or (ii) are in default, as that term is defined in the agreement, including a default under certain other loan agreements and/or guarantees entered into by us or our subsidiaries. As of December 31, 2019,2022, we believe no material adverse effects had occurred.

We expect to utilize our cash on hand and Credit Facility capacity to extinguish mortgage notes maturing in 2023.
Borrowings under the Credit Facility are guaranteed by us and certain of our subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) unencumbered property pool leverage ratio; (ii) debt service coverage ratio; (iii) maximum total leverage ratio; (iv) fixed charges coverage ratio; (v) minimum NAV; (vi) maximum secured debt ratio; (vii) maximum secured recourse debt ratio; (viii) maximum permitted investments; and (ix) unencumbered property pool criteria. The Credit Facility provides the flexibility to move assets in and out of the unencumbered property pool during the term of the Credit Facility.
At December 31, 2019,2022, we had nothing$225,000 outstanding under the Revolving LineCredit Facility at Adjusted Term SOFR plus 1.45% and $400,000 outstanding under the Term Loan at Adjusted Term SOFR plus 1.40%. We swapped $190,000 of Credit andthe Term Loan to a fixed rate of 2.40% (all in rate of 3.80% at December 31, 2022). The interest swap agreements have maturity dates ranging from February 17, 2023 through April 28, 2027. At December 31, 2021, we had $300,000 outstanding under our previous revolving line of credit, $100,000 outstanding under the Term Loans at LIBOR + 1.30%. We swapped the LIBOR portion of our $100,000 in Term Loans to a blended fixed rate of 1.80% (all in rate of 3.10% at December 31, 2019). At December 31, 2018, we had $90,000 outstanding under the Revolving Line of CreditBridge Loan, and $100,000$235,000 outstanding under the Term Loans.
On December 10, 2021, we entered into an additional $100,000 short-term bridge loan (the "Bridge Loan") with JPMorgan Chase Bank, N.A. under the same terms as our Credit Facility. The Bridge Loan bore interest at SOFR plus 1.45% to 2.15% depending on our total leverage ratio. The maturity date of the Bridge Loan was December 1, 2022 and had two, three month extension options. The Bridge Loan was extinguished on April 28, 2022 upon execution of the Credit Facility.
Covenants
At December 31, 2019,2022, we were in compliance with all debt covenants.
Debt Issuance Costs
Debt issuance costs are capitalized and amortized over the terms of the respective agreements as a component of interest expense. Accumulated amortization of debt issuance costs at December 31, 20192022 and December 31, 20182021 were $5,993$11,032 and $4,537,$8,024, respectively.

F-22

NOTE 6—COMMON STOCK AND OP UNITS
We have five classes of common stock: Class A, Class M, Class A-I, Class M-I, and Class D. The fees payable to LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor and the dealer manager for our offerings (the "Dealer Manager"), with respect to each outstanding share of each class, as a percentage of NAV, are as follow:
Selling Commission (1)
Dealer Manager Fee (2)
Class A Sharesup to 3.0%0.85%
Class M Shares0.30%
Class A-I Sharesup to 1.5%0.30%
Class M-I SharesNone
Selling Commission (1)
Dealer Manager Fee (2)
Class A Sharesup to 3.0%
0.85%
Class M Shares
0.30%
Class A-I Sharesup to 1.5%
0.30%
Class M-I Shares
None
Class D Shares (3)
up to 1.0%
None
________
(1)Selling commissions are paid on the date of sale of our common stock.
(2)We accrue all future dealer manager fees up to the ten percent regulatory limitation as accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.
(3)Shares of Class D common stock are only being offered pursuant to a private offering.
(1)     Selling commissions are paid on the date of sale of our common stock.
(2)     We accrue all future dealer manager fees up to the ten percent regulatory limitation as accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.
(3)     Shares of Class D common stock are only being offered pursuant to a private offering.
The selling commissions and dealer manager fees are offering costs and are recorded as a reduction of additional paid in capital.

Stock Transactions
The stock transactions for each of our classes of common stock for the years ending December 31, 2019, 20182022, 2021and 20172020 were as follows:
Shares of
Class A
Common Stock
Shares of
Class M
Common Stock
Shares of
Class A-I
Common Stock
Shares of
Class M-I
Common Stock
Shares of
Class D
Common Stock
Balance, December 31, 201988,007,721 39,036,770 11,153,567 22,589,599 4,957,915 
Issuance of common stock13,533,380 2,453,336 314,149 12,417,353 — 
Repurchase of shares(11,333,773)(5,009,716)(1,878,636)(3,150,763)— 
Stock based compensation— — — 16,000 — 
Share conversions(536,232)(868,234)27,219 1,374,812 — 
Balance, December 31, 202089,671,096 35,612,156 9,616,299 33,247,001 4,957,915 
Issuance of common stock16,945,256 3,590,727 478,460 20,501,787 2,555,366 
Repurchase of shares(6,327,886)(1,937,556)(738,450)(2,148,050)— 
Stock based compensation— — — 20,000 — 
Share conversions(250,104)(807,136)— 1,055,955 — 
Balance, December 31, 2021100,038,362 36,458,191 9,356,309 52,676,693 7,513,281 
Issuance of common stock20,927,064 5,652,729 443,729 27,821,134 — 
Repurchase of shares(5,590,784)(767,360)(1,361,701)(5,110,944)(4,490,256)
Stock based compensation— — — 26,781 — 
Share conversions(1,729,476)(15,173,300)(3,488,129)20,389,745 — 
Balance, December 31, 2022113,645,166 26,170,260 4,950,208 95,803,409 3,023,025 

F-23

 
Shares of
Class A
Common Stock
 
Shares of
Class M
Common Stock
 
Shares of
Class A-I
Common Stock
 
Shares of
Class M-I
Common Stock
 
Shares of
Class D
Common Stock
Balance, December 31, 201669,837,581
 36,522,305
 12,812,637
 7,591,239
 7,963,493
Issuance of common stock3,429,729
 3,707,768
 536,110
 506,952
 
Repurchase of shares(3,785,034) (2,316,084) (2,391,087) (684,725) (431,779)
Stock based compensation
 
 
 8,000
 
Balance, December 31, 201769,482,276

37,913,989
 10,957,660
 7,421,466
 7,531,714
Issuance of common stock4,284,748
 4,088,453
 310,104
 2,818,312
 
Repurchase of shares(2,579,302) (2,133,312) (184,730) (513,111) (1,261,235)
Stock based compensation
 
 
 11,419
 
Balance, December 31, 201871,187,722

39,869,130

11,083,034

9,738,086

6,270,479
Issuance of common stock20,389,402
 5,356,380
 462,451
 11,379,814
 
Repurchase of shares(3,271,008) (4,889,772) (453,781) (73,227) (1,312,564)
Stock based compensation
 
 
 11,298
 
Share conversions(298,395) (1,298,968) 61,863
 1,533,628
 
Balance, December 31, 201988,007,721
 39,036,770
 11,153,567
 22,589,599
 4,957,915
Stock Issuances
The stock issuances for our classes of shares, including those issued through our distribution reinvestment plan, for the years ending December 31, 2019, 20182022, 2021 and 20172020 were as follows:
December 31, 2019 December 31, 2018 December 31, 2017December 31, 2022December 31, 2021December 31, 2020
# of shares $ Amount # of shares $ Amount # of shares $ Amount# of shares$ Amount# of shares$ Amount# of shares$ Amount
Class A Shares20,389,402
 $250,822
 4,284,748
 $51,405
 3,429,729
 $39,623
Class A Shares20,927,064 $308,318 16,945,256 $210,810 13,533,380 $164,020 
Class M Shares5,356,380
 65,332
 4,088,453
 48,649
 3,707,768
 42,556
Class M Shares5,652,729 82,545 3,590,727 44,885 2,453,33629,258 
Class A-I Shares462,451
 5,674
 310,104
 3,677
 536,110
 6,108
Class A-I Shares443,729 6,578 478,460 6,077 314,1493,736 
Class M-I Shares11,391,112
 139,143
 2,829,731
 33,825
 514,952
 5,913
Class M-I Shares27,847,915 405,593 20,521,787 254,168 12,433,353149,090 
Class D SharesClass D Shares— — 2,555,366 30,000 — — 
Total  $460,971
   $137,556
   $94,200
Total$803,034 $545,940 $346,104 
Share Repurchase Plan
Our share repurchase plan allows stockholders, subject to a one-year holding period, with certain exceptions, to request that we repurchase all or a portion of their shares of common stock on a daily basis at that day's NAV per share, limited to 5% of aggregate Company NAV per quarter. We honored 100% of redemption requests we received and have made repurchases according to our share repurchase plan as following:
Year ending December 31, 
Shares of
Class A
Common Stock
 
Shares of
Class M
Common Stock
 
Shares of
Class A-I
Common Stock
 
Shares of
Class M-I
Common Stock
 
Shares of
Class D
Common Stock
 Total Dollar of Repurchases
2017 3,785,034
 2,316,084
 2,391,087
 684,725
 431,779
 $110,288
2018 2,579,302
 2,133,312
 184,730
 513,111
 1,261,235
 79,177
2019 3,271,008
 4,889,772
 453,781
 73,227
 1,312,564
 121,822

Year ending December 31,Shares of
Class A
Common Stock
Shares of
Class M
Common Stock
Shares of
Class A-I
Common Stock
Shares of
Class M-I
Common Stock
Shares of
Class D
Common Stock
Total Dollar of Repurchases
202011,333,773 5,009,716 1,878,636 3,150,763 — $255,355 
20216,327,886 1,937,556 738,450 2,148,050 — 135,246 
20225,590,784 767,360 1,361,701 5,110,944 4,490,256 253,860 
Distribution Reinvestment Plan
Pursuant to our distribution reinvestment plan, holders of shares of any class of our common stock and OP Units may elect to have their cash distributions reinvested in additional shares of our common stock and OP Units at the NAV per share or NAV per unit applicable to the class of shares or unit being purchased on the distribution date. For the year ended December 31, 2019,2022, we issued 4,133,5445,151,317 shares of common stock for $50,309$75,552 and 1,624 OP Units for $22 under the distribution reinvestment plan. For the year ended December 31, 2018,2021, we issued 3,363,5704,726,012 shares of common stock for $39,733$59,133 under the distribution reinvestment plan. For the year ended December 31, 2017,2020, we issued 3,401,0115,653,314 shares of common stock for $38,814$66,990 under the distribution reinvestment plan.
Operating Partnership Units
In connection with the acquisition of Siena Suwanee Town Center and South San Diego Distribution Center, our operating partnership issued 7,037,257 OP Units to third parties for a total of $88,925. On July 8, 2022, our operating partnership exercised its fair market value purchase option to acquire The Reserve at Johns Creek and issued 2,575,832 OP Units for approximately $38,200 to DST investors. After a one-year holding period, holders of OP Units generally have the right to cause our operating partnership to redeem all or a portion of their OP Units for, at our sole discretion, shares of our common stock, cash, or a combination of both.
Earnings Per Share (“EPS”)
Basic per share amounts are based on the weighted average of shares outstanding of 151,179,459, 135,051,377229,552,710, 186,610,215 and 134,507,458170,613,298 for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively. We have no dilutive or potentially dilutive securities.
We compute net income per share for Class A, Class M, Class A-I, Class M-I, and Class D common stock using the two-class method. Our Advisor may earn a performance fee (see Note 9-Related Party Transactions) which may impact the net income of each class of common stock differently. The calculated performance component for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, and the impact on each class of common stock, are shown below. In periods where no performance fee is recognized in our Consolidated Statements of Operations and Comprehensive Income, the net income per share will be the same for each class of common stock.
F-24

Basic and diluted net income per share for each class of common stock is computed using the weighted-average number of common shares outstanding during the period for each class of common stock. We have not issued any dilutive or potentially dilutive securities, and thus the basic and diluted net income per share for a given class of common stock is the same for each period presented.
The following table sets forth the computation of basic and diluted net income per share for each of our Class A, Class M, Class A-I, Class M-I, and Class D common stock:

Year Ended December 31, 2022
Class AClass MClass A-IClass M-IClass D
Basic and diluted net loss per share:
Allocation of net loss before performance fee$(16,766)$(4,327)$(1,039)$(12,689)$(761)
Allocation of performance fee2,642 1,240 356 2,170 330 
Total$(19,408)$(5,567)$(1,395)$(14,859)$(1,091)
Weighted average number of common shares outstanding108,161,922 27,911,145 6,708,638 81,854,681 4,916,324 
Basic and diluted net loss per share:$(0.18)$(0.20)$(0.21)$(0.18)$(0.22)
Year Ended December 31, 2021
Class AClass MClass A-IClass M-IClass D
Basic and diluted net income per share:
Allocation of net income before performance fee$43,011 $16,231 $4,360 $18,960 $3,262 
Allocation of performance fee17,269 6,561 1,712 8,992 1,408 
Total$25,742 $9,670 $2,648 $9,968 $1,854 
Weighted average number of common shares outstanding93,504,890 35,291,400 9,484,119 41,229,584 7,100,222 
Basic and diluted net income per share:$0.28 $0.27 $0.28 $0.24 $0.26 
Year Ended December 31, 2020
Class AClass MClass A-IClass M-IClass D
Basic and diluted net loss per share:
Allocation of net loss before performance fee$(23,259)$(9,465)$(2,598)$(7,405)$(1,279)
Allocation of performance fee— — — — — 
Total$(23,259)$(9,465)$(2,598)$(7,405)$(1,279)
Weighted average number of common shares outstanding90,176,584 36,694,995 10,073,075 28,710,729 4,957,915 
Basic and diluted net loss per share:$(0.26)$(0.26)$(0.26)$(0.26)$(0.26)

F-25

  Year Ended December 31, 2019
  Class A Class M Class A-I Class M-I Class D
Basic and diluted net income per share:          
Allocation of net income per share before performance fee $52,118
 $26,958
 $7,315
 $9,987
 $3,555
Allocation of performance fee 
 
 
 
 
Total $52,118
 $26,958
 $7,315
 $9,987
 $3,555
Weighted average number of common shares outstanding 78,844,620
 40,782,711
 11,066,621
 15,108,522
 5,376,985
Basic and diluted net income per share: $0.66
 $0.66
 $0.66
 $0.66
 $0.66
           


Year Ended December 31, 2018


Class A
Class M
Class A-I
Class M-I
Class D
Basic and diluted net income per share:









Allocation of net income per share before performance fee
$13,806
 $7,680
 $2,161
 $1,583
 $1,412
Allocation of performance fee
279
 444
 123
 137
 92
Total
$13,527
 $7,236
 $2,038
 $1,446
 $1,320
Weighted average number of common shares outstanding
69,988,405
 38,929,773
 10,955,834
 8,021,665
 7,155,700
Basic and diluted net income per share:
$0.19
 $0.19
 $0.19
 $0.18
 $0.18
           


Year Ended December 31, 2017


Class A
Class M
Class A-I
Class M-I
Class D
Basic and diluted net income per share:









Allocation of net income per share before performance fee
$12,353
 $6,600
 $2,146
 $1,331
 $1,386
Allocation of performance fee 384
 500
 145
 120
 119
Total $11,969
 $6,100
 $2,001
 $1,211
 $1,267
Weighted average number of common shares outstanding
69,759,939
 37,276,939
 12,114,150
 7,525,429
 7,831,002
Basic and diluted net income per share:
$0.17
 $0.16
 $0.17
 $0.16
 $0.16

Distributions Declared
The distributions declared per share for each of our classes of common stock for the years ended December 31, 2019, 20182022, 2021 and 20172020 were as follows:
  Distributions Distributions Paid (1)
Record Date Declared Class A Class M Class A-I Class M-I Class D
3/28/2019 $0.13500
 $0.11216
 $0.12662
 $0.12653
 $0.13500
 $0.13500
6/27/2019 0.13500
 0.11214
 0.12643
 0.12653
 0.13500
 0.13500
9/27/2019 (2)
 0.17500
 0.15184
 0.16642
 0.16660
 0.17500
 0.17500
12/30/2019 0.13500
 0.11189
 0.12600
 0.12674
 0.13500
 0.13500
Total $0.58000
 $0.48803
 $0.54547
 $0.54640
 $0.58000
 $0.58000
             
  Distributions Distributions Paid (1)
Record Date Declared Class A Class M Class A-I Class M-I Class D
3/28/2018 $0.13000
 $0.10170
 $0.12175
 $0.12168
 $0.12867
 $0.13000
6/28/2018 0.13000
 0.10687
 0.12159
 0.12163
 0.13000
 0.13000
9/27/2018 0.13000
 0.10673
 0.12149
 0.12155
 0.13000
 0.13000
12/28/2018 0.13000
 0.10652
 0.12141
 0.12145
 0.13000
 0.13000
Total $0.52000
 $0.42182
 $0.48624
 $0.48631
 $0.51867
 $0.52000
             
  Distributions Distributions Paid (1)
Record Date Declared Class A Class M Class A-I Class M-I Class D
3/30/2017 $0.12500
 $0.09699
 $0.11684
 $0.11686
 $0.12366
 $0.12500
6/29/2017 0.12500
 0.09660
 0.11677
 0.11607
 0.12365
 0.12500
9/28/2017 0.12500
 0.09623
 0.11663
 0.11649
 0.12361
 0.12500
12/28/2017 0.12500
 0.09615
 0.11655
 0.11643
 0.12364
 0.12500
Total $0.50000
 $0.38597
 $0.46679
 $0.46585
 $0.49456
 $0.50000
DistributionsDistributions Paid (1)
Record DateDeclaredClass AClass MClass A-IClass M-IClass D
3/24/2022$0.14000 $0.11467 $0.13095 $0.13100 $0.14000 $0.14000 
6/23/20220.14000 0.11270 0.12951 0.13102 0.14000 0.14000 
9/22/20220.14000 0.11240 0.12962 0.13082 0.14000 0.14000 
12/22/20220.14000 0.11204 0.12966 0.13100 0.14000 0.14000 
Total$0.56000 $0.45181 $0.51974 $0.52384 $0.56000 $0.56000 
DistributionsDistributions Paid (1)
Record DateDeclaredClass AClass MClass A-IClass M-IClass D
3/24/2021$0.13500 $0.11326 $0.12715 $0.12726 $0.13500 $0.13500 
6/24/20210.13500 0.11294 0.12696 0.12710 0.13500 0.13500 
9/24/20210.13500 0.11189 0.12666 0.12644 0.13500 0.13500 
12/23/20210.13500 0.11092 0.12637 0.12675 0.13500 0.13500 
Total$0.54000 $0.44901 $0.50714 $0.50755 $0.54000 $0.54000 
DistributionsDistributions Paid (1)
Record DateDeclaredClass AClass MClass A-IClass M-IClass D
3/25/2020$0.13500 $0.11211 $0.12649 $0.12681 $0.13500 $0.13500 
6/24/20200.13500 0.11239 0.12683 0.12753 0.13500 0.13500 
9/24/20200.13500 0.11282 0.12661 0.12632 0.13500 0.13500 
12/23/20200.13500 0.11280 0.12719 0.12715 0.13500 0.13500 
Total$0.54000 $0.45012 $0.50712 $0.50781 $0.54000 $0.54000 
________
(1)Distributions paid are net of dealer manager fees applicable to each share class.
(2)Includes a special dividend of $0.04 per share.

(1)     Distributions paid are net of dealer manager fees applicable to each share class.

Organization and Offering Costs
Organization and offering costs include, but are not limited to, legal, accounting and printing fees and personnel costs of our Advisor attributable to our organization, preparation of the registration statement, registration and qualification of our common stock for sale with the SEC, or in a private placement, and in the various states and filing fees incurred by our Advisor. LaSalle agreed to fund our organization and offering expenses for the Second ExtendedCurrent Public Offering until July 6, 2018,December 21, 2021, the day the registration statement was declared effective by the SEC, following which time we commenced reimbursing LaSalle over 36 months. Following the Second ExtendedCurrent Public Offering commencement date, we began paying directly or reimbursing LaSalle if it pays on our behalf any organization and offering costs incurred during the Second ExtendedCurrent Public Offering period (other than selling commissions and dealer manager fees) as and when incurred. After the termination of the Second ExtendedCurrent Public Offering, LaSalle has agreed to reimburse us to the extent that the organization and offering costs that we incur exceed 15% of our gross proceeds from the Second ExtendedCurrent Public Offering. Organization costs are expensed, whereas offering costs are recorded as a reduction of capital in excess of par value. As of December 31, 20192022 and December 31, 2018,2021, LaSalle had paid $1,775$2,185 and $2,017,$2,113, respectively, of organization and offering costs on our behalf which we had not yet reimbursed. These costs are included in accrued offering costs on the Consolidated Balance Sheets.

F-26

NOTE 7—DST PROGRAM
On October 16, 2019, we, through our operating partnership, initiated the DST Program, and on November 8, 2022, our board of directors approved an increase to raise up to $500,000a total of $2,000,000 in private placements through the sale of beneficial interests in specific Delaware statutory trusts (“DST”)DSTs holding DST Properties, which may be sourced from our existing portfolio or from newly acquired properties sourced from third parties. Each DST Property will be leased back by a wholly owned subsidiary of our operating partnership on a long-term basis of up to ten years pursuant to a master lease agreement. The master lease agreements are expected to be guaranteed by our operating partnership. As compensation for the master lease guarantee, our operating partnership will retain a fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DST from the investors at any time after two years from the closing of the applicable DST offering in exchange for operating partnership unitsOP Units or cash, at our discretion.
The sale of beneficial interests in the DST Property will be accounted for as a failed sale-leaseback transaction due to the fair market value purchase option retained by the operating partnership and as such, the property will remain on our books and records. The proceeds received from each DST offering will be accounted for as a financing obligation on the Consolidated Balance Sheets. Upfront costs incurred for services provided to the DST will betotaling $901 are accounted for as deferred loan costs and will beare netted against the financing obligation.
Under the master lease, we are responsible for subleasing the DST Property to tenants, for covering all costs associated with operating the underlying DST Property, and for paying base rent to the DST that owns such property. For financial reporting purposes (and not for income tax purposes), the DST Properties are included in our consolidated financial statements, with the master lease rent payments accounted for using the interest method whereby a portion is accounted for as interest expense and a portion is accounted for as a reduction of the outstanding principal balance of the financing obligation. During the years ended December 31, 2022 and 2021 we recorded interest expense related to the master lease in the amounts of $20,859 and $8,603, respectively. Upon the determination that it is probable that we will exercise the fair market value purchase option, we will recognize additional interest expense or interest income to the financing obligation to account for the difference between the fair value of the property and the outstanding liabilities. During the year ended December 31, 2022, we determined that certain properties were probable for exercising the fair market value purchase option and recorded additional non-cash interest expense of $22,693. We will remeasure the fair value of these properties at each balance sheet date and adjust the non-cash interest expense recognized over the remaining term of the master lease for any changes in fair value. If we elect to repurchase the property prior to the maturity date of the master lease, we will record the difference between the repurchase amount and the financial obligation as additional non-cash interest expense in the period of repurchase. For financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line items on our Consolidated Statements of Operations and Comprehensive Income. The net amount we receive from the underlying DST Properties may be more or less than the amount we pay to the investors in the specific DST and could fluctuate over time.
As of December 31, 2019,2022, we had not sold anyapproximately $759,194 of interests inrelated to the DST Program. As of December 31, 2022, the following properties are included in our DST Program:
Summit at San Marcos,
Mason Mill Distribution Center,
San Juan Medical Center,
The Penfield,
Milford Crossing,
Villas at Legacy,
Montecito Marketplace,
Whitestown Distribution Center,
Louisville Airport Distribution Center,
The Preserve at the Meadows,
The Rockwell,
9101 Stony Point Drive,
Reserve at Venice,
Friendship Distribution Center,
F-27

Duke Medical Center,
Silverstone Marketplace,
South Reno Medical Center,
Sugar Land Medical Plaza,
Suwanee Distribution Center, and
West Phoenix Distribution Center.
NOTE 8—RENTALS UNDER OPERATING LEASES
We receive rental income from operating leases. The minimum future rentals from consolidated properties, excluding those classified as held for sale, based on operating leases in place at December 31, 20192022 are as follows:
YearAmount 
2023$248,339 
2024181,270 
2025155,686 
2026138,913 
2027112,196 
Thereafter447,196 
Total$1,283,600 
Year Amount 
2020 $126,632
2021 92,141
2022 80,563
2023 70,738
2024 58,918
Thereafter 191,112
Total $620,104
Minimum future rentals do not include amounts payable by certain tenants based upon a percentage of their gross sales or as reimbursement of property operating expenses. During the years ended December 31, 2019, 20182022, 2021 and 2017,2020, no individual tenant accounted for greater than 10% of minimum base rents. The majority of the decrease in rents from 20202023 future rents to 20212024 is related to our apartmentresidential properties which generally have a one year lease life.


NOTE 9—RELATED PARTY TRANSACTIONS
Pursuant to ourthe Advisory Agreement with LaSalle, we pay a fixed advisory fee of 1.25% of our NAV calculated daily. The Advisory Agreement allows for a performance fee to be earned for each share class based on the total return of that share class or OP Unit during the calendar year. The performance fee is calculated as 10% of the return in excess of 7% per annum. The term of our Advisory Agreement expires June 5, 2020,2023, subject to an unlimited number of successive one-year renewals.
The fixed advisory fees for the years ended December 31, 2019, 20182022, 2021 and 20172020 were $23,026, $20,052$43,364, $28,956 and $19,269$25,274, respectively. The performance fees for the years ended December 31, 2019, 20182022, 2021 and 20172020 were $0, $1,075$6,969, $36,711 and $1,269$0, respectively. Included in Advisor fees payable for the yearyears ended December 31, 2019 was $2,169 of fixed fee. Included in Advisor fees payable for the year ended December 31, 2018 was $1,7862022 and 2021 were $3,851 and $2,998 of fixed fee expense, respectively, and $1,075$6,969 and $36,711 of performance fee expense.expenses, respectively.
We pay Jones Lang LaSalle Americas, Inc. (“JLL Americas”), an affiliate of the Advisor, for property management, construction management, leasing, mortgage brokerage and sales brokerage services performed at various properties we own. For the years ended December 31, 2019, 20182022, 2021 and 2017,2020, JLL Americas was paid $1,608, $956$2,098, $1,222 and $1,381,$741, respectively, for property management and leasing services. During the year ended December 31, 2019,2022, there were no mortgage brokerage fees paid to JLL Americas. During the year ended December 31, 2021, we paid JLL Americas $203$209 in mortgage brokerage fees related to the mortgage notes payable for Louisville Airport Distribution Center and $162 in mortgage brokerage fees related to the mortgage payable for Townlake of Coppell. During the year ended December 31, 2020, we paid JLL Americas $75 in brokerage fees for the sale of 24823 Anza Drive and $133 in mortgage brokerage fees related to the mortgage note payable for Stonemeadow Farms and $146 in mortgage brokerage fees related to the mortgage note payable for Presley Uptown.Villas at Legacy.
We pay the Dealer Manager selling commissions and dealer manager fees in connection with our offerings. For the years ended December 31, 2019, 20182022, 2021 and 2017,2020, we paid the Dealer Manager selling commissions and dealer manager fees totaling $12,203, $9,113$16,075, $12,246 and $10,061,$11,303, respectively. A majority of the selling commissions and dealer manager fees are reallowed to participating broker-dealers. Included in accrued offering costs at December 31, 20192022 and 20182021 were $93,450$185,557 and $70,451$135,663 of future dealer manager fees payable, respectively.
As of December 31, 20192022 and 2018,2021, we owed $1,775$2,185 and $2,017,$2,113, respectively, for organization and offering costs paid by LaSalle (see Note 6-Common Stock and OP Units). These costs are included in Accrued offering costs.
F-28

LaSalle Investment Management Distributors, LLC also serves as the dealer manager for the DST Program on a “best efforts” basis. Our taxable REIT subsidiary, which is a wholly owned subsidiary of our operating partnership, will pay the dealer manager upfront selling commissions, upfront dealer manager fees and placement fees of up to 5.0%, 1.0% and 1.0%, respectively, of the gross purchase price per unit of beneficial interest sold in the DST Program. All upfront selling commissions and upfront dealer manager fees are reallowed to participating broker-dealers. For the years ended December 31, 2022 and 2021, our taxable REIT subsidiary paid $6,524 and $5,697, respectively, to the Dealer Manager. In addition, the dealer manager may receive an ongoing investor servicing fee that is calculated daily on a continuous basis from year to year equal to 1/365th of (a) 0.25% of the total equityNAV of each outstanding unit of beneficial interest for such day, payable by the Delaware statutory trusts;DSTs; (b) 0.85% of the NAV of each outstanding Class A operating partnership unitOP Unit, 0.30% of the NAV of each outstanding Class M OP Unit and 0.30% of the NAV of each outstanding Class A-I OP Unit for such day issued in connection with the FMV Option, payable by our operating partnership; and (c) 0.85% of the NAV of each outstanding Class A share, 0.30% of the NAV of each outstanding Class M share and 0.30% of the NAV of each outstanding Class A-I share for such day issued in connection with the Redemption Right, payable by us. The investor servicing fee may continue for so long as the investor in the DST Program holds beneficial interests, Class A, operating partnership unitsClass M, and Class A-I OP Units or Class A, Class M and Class A-I shares that were issued in connection with the DST Program. No investor servicing fee will be paid on Class M-I OP Units or Class M-I shares. For the yearyears ended December 31, 2019, we have not incurred any2022 and 2021, the DSTs paid $1,493 and $754, respectively, in investor servicing fees withto the Dealer Manager in connection with the DST Program.
LaSalle will also serveserves as the manager for the DST Program. Each Delaware statutory trustDST may pay the manager a management fee equal to a to-be-agreed upon percentage of the total equity of such Delaware statutory trust. Additionally, the manager may earn a disposition fee of a to-be-agreed upon percentage of the gross sales price of any DST Property sold to a third party, which it may reduce or waive in its sole discretion, and receive reimbursement of certain expenses associated with the establishment, maintenance and operation of the Delaware statutory trust and DST Properties.DST. For the yearyears ended December 31, 2019, we have not incurred any2022 and 2021, the DSTs paid $947 and $463, respectively, in management fees withto our Advisor in connection with the DST Program.



NOTE 10—COMMITMENTS AND CONTINGENCIES
We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.
From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.
We are subject to fixed ground lease payments on South Beach Parking Garage of $100$112 per year until September 30, 2021,2024, which will increase every five years thereafter by the lesser of 12% or the cumulative CPIConsumer Price Index ("CPI") over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.
The operating agreement for Presley UptownGrand Lakes Marketplace allows the unrelated third party joint venture partner, owning a 2.5%10% interest, to put its interest to us at a market determined value.
The operating agreement for 237 Via Vera Cruz, 13500 Danielson Street, 4211 Starboard, 2840 Loaker Avenue and 15890 Bernardo Center Drive allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting September 30, 2022 through September 30,July 31, 2024.

The operating agreement for our investment in Single-Family Rental Portfolio II allows the unrelated third part joint venture, owning a 5% interest, to put its interest to us at a market determined value starting November 9, 2030.


F-29

NOTE 11—SEGMENT REPORTING
We have five operating segments: apartment, industrial, office, residential, retail and other properties. Consistent with how we review and manage our properties, the financial information summarized below is presented by operating segment and reconciled to income from operations for the years ended December 31, 2019, 20182022, 2021 and 2017:2020:
 Year Ended December 31, 2022 Industrial OfficeResidential RetailOther Total
Assets$1,586,416 $640,066 $1,623,069 $612,640 $20,543 $4,482,734 
Capital expenditures by segment$9,202 $4,536 $8,692 $5,014 $11 $27,455 
Revenues:
   Rental revenue$106,020 $50,179 $115,259 $55,863 $310 $327,631 
   Other revenue127 1,392 5,439 500 2,099 9,557 
Total revenues$106,147 $51,571 $120,698 $56,363 $2,409 $337,188 
Operating expenses:
   Real estate taxes$16,730 $4,927 $17,086 $6,177 $389 $45,309 
   Property operating9,172 10,346 32,423 8,798 798 61,537 
Total segment operating expenses$25,902 $15,273 $49,509 $14,975 $1,187 $106,846 
Reconciliation to net income
   Property general and administrative2,882 
   Advisor fees50,333 
   Company level expenses8,762 
   Depreciation and amortization138,104 
Total operating expenses$306,927 
Other income and (expenses):
   Interest expense$(99,284)
   Loss from unconsolidated real estate affiliates and fund investment(3,403)
   Investment income on marketable securities1,505 
   Net realized loss upon sale of marketable securities(879)
   Net unrealized change in fair value of investment in marketable securities(9,570)
   Gain from disposition of property and extinguishment of debt, net37,253 
Total other income and (expenses)$(74,378)
Net loss$(44,117)
 
Reconciliation to total consolidated assets as of December 31, 2022
Assets per reportable segments (1)
$4,482,734 
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets671,484 
Total consolidated assets$5,154,218 



F-30

 Year Ended December 31, 2019 Apartments  Industrial  Office  Retail Other  Total
Assets $797,923
 $587,321
 $225,352
 $549,918
 $22,350
 $2,182,864
             
Capital expenditures by segment $7,510
 $5,162
 $584
 $6,602
 $16
 $19,874
             
Revenues:            
   Rental revenue $57,069
 $45,166
 $18,918
 $45,699
 $318
 $167,170
   Other revenue 3,179
 469
 529
 728
 2,204
 7,109
Total revenues $60,248
 $45,635
 $19,447
 $46,427
 $2,522
 $174,279
Operating expenses:            
   Real estate taxes $10,120
 $7,395
 $1,985
 $5,063
 $449
 $25,012
   Property operating 16,465
 3,701
 3,677
 7,117
 823
 31,783
Total segment operating expenses $26,585
 $11,096
 $5,662
 $12,180
 $1,272
 $56,795
             
Reconciliation to net income
   Property general and administrative           1,659
   Advisor fees           23,026
   Company level expenses           3,201
   Depreciation and amortization           67,348
Total operating expenses           $152,029
Other income and (expenses):            
   Interest expense           $(36,185)
   Income from unconsolidated real estate affiliates and fund investment       7,066
   Gain on disposition of property and extinguishment of debt       106,871
Total other income and (expenses)           $77,752
Net income           $100,002
             
Reconciliation to total consolidated assets as of December 31, 2019    
Assets per reportable segments           $2,182,864
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets 348,645
Total consolidated assets           $2,531,509



Year Ended December 31, 2018 Apartments Industrial  Office  Retail Other  Total
Year Ended December 31, 2021 Year Ended December 31, 2021Industrial OfficeResidential RetailOther Total
Assets $604,553
 $474,622
 $255,101
 $560,802
 $21,549
 $1,916,627
Assets$1,352,580 $479,306 $1,301,454 $564,565 $23,412 $3,721,317 
            
Capital expenditures by segment $7,186
 $1,906
 $250
 $3,956
 $90
 $13,388
Capital expenditures by segment$17,165 $4,284 $6,196 $3,212 $16 $30,873 
            
Revenues:            Revenues:
Rental revenue $48,152
 $40,290
 $29,791
 $46,168
 $305
 $164,706
Rental revenue$71,719 $33,178 $74,378 $48,286 $379 $227,940 
Other revenue 2,834
 4
 201
 549
 2,218
 5,806
Other revenue367 1,792 5,534 1,117 2,588 11,398 
Total revenues $50,986
 $40,294
 $29,992
 $46,717
 $2,523
 $170,512
Total revenues$72,086 $34,970 $79,912 $49,403 $2,967 $239,338 
Operating expenses:            Operating expenses:
Real estate taxes $8,576
 $7,714
 $2,884
 $5,705
 $512
 $25,391
Real estate taxes$10,505 $3,394 $12,500 $5,979 $459 $32,837 
Property operating 14,087
 3,163
 6,021
 7,250
 730
 31,251
Property operating5,783 6,865 22,619 7,973 755 43,995 
Total segment operating expenses $22,663
 $10,877
 $8,905
 $12,955
 $1,242
 $56,642
Total segment operating expenses$16,288 $10,259 $35,119 $13,952 $1,214 $76,832 
            
Reconciliation to net incomeReconciliation to net incomeReconciliation to net income
Property general and administrative           918
Property general and administrative1,596 
Advisor fees           21,127
Advisor fees65,667 
Company level expenses           2,718
Company level expenses4,841 
Provision for impairment of real estate Provision for impairment of real estate1,822 
Depreciation and amortization           62,037
Depreciation and amortization94,051 
Total operating expenses           $143,442
Total operating expenses$244,809 
Other income and (expenses):            Other income and (expenses):
Interest expense           $(33,135) Interest expense$(48,230)
Income from unconsolidated real estate affiliates and fund investments Income from unconsolidated real estate affiliates and fund investments    2,004
Income from unconsolidated real estate affiliates and fund investments67,333 
Gain on disposition of property and extinguishment of debt       29,665
Investment income on marketable securities Investment income on marketable securities418 
Net realized gain upon sale of marketable securities Net realized gain upon sale of marketable securities247 
Net unrealized change in fair value of investment in marketable securities Net unrealized change in fair value of investment in marketable securities2,933 
Income from disposition of property and extinguishment of debt Income from disposition of property and extinguishment of debt33,422 
Total other income and (expenses)           $(1,466)Total other income and (expenses)56,123 
Net income           $25,604
Net income$50,652 
            
Reconciliation to total consolidation assets as of December 31, 2018    
Assets per reportable segments (1)
           $1,916,627
Reconciliation to total consolidation assets as of December 31, 2021Reconciliation to total consolidation assets as of December 31, 2021
Assets per reportable segmentsAssets per reportable segments$3,721,317 
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assetsInvestment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets 279,967
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets680,929 
Total consolidated assets           $2,196,594
Total consolidated assets$4,402,246 
________
(1)Includes $114,274 of Office segment asset
(1)     Includes $39,326 of Industrial and Residential segment assets classified as held for sale as of December 31, 2018.


 Year Ended December 31, 2017  Apartments  Industrial  Office  Retail Other  Total
             
Capital expenditures by segment $4,798
 $2,187
 $7,130
 $5,922
 $204
 $20,241
             
Revenues:            
   Rental revenue $43,664
 $41,136
 $31,380
 $42,702
 $333
 $159,215
   Other income 2,527
 110
 291
 438
 2,153
 5,519
Total revenues $46,191
 $41,246
 $31,671
 $43,140
 $2,486
 $164,734
Operating expenses:            
   Real estate taxes $6,855
 $7,805
 $3,309
 $5,868
 $307
 $24,144
   Property operating 12,311
 2,827
 6,734
 6,190
 866
 28,928
Total segment operating expenses $19,166
 $10,632
 $10,043
 $12,058
 $1,173
 $53,072
             
Reconciliation to net income
   Property general and administrative           903
   Advisor fees           20,538
   Company level expenses           2,643
   Depreciation and amortization           61,705
Total operating expenses           $138,861
Other income and (expenses):            
   Interest expense           $(28,094)
   Income from unconsolidated real estate affiliates and fund investments     9,633
   Other income       500
   Gain on disposition of property and extinguishment of debt       14,982
Total other income and (expenses)           $(2,979)
Net income           $22,894


NOTE 12—DISTRIBUTIONS PAYABLE

On November 7, 2019, our board of directors approved a gross distribution for the fourth quarter of 2019 of $0.135 per share to stockholders of record as of December 30, 2019. The distribution was paid on February 3, 2020. Class A, Class M, Class A-I, Class M-I and Class D stockholders received $0.135 per share, less applicable class-specific fees, if any.31, 2021.

F-31

NOTE 13—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
 
Three Months
Ended
March 31, 2019
 
Three Months
Ended
June 30, 2019
 
Three Months
Ended
September 30, 2019
 
Three Months
Ended
December 31, 2019
Total revenues$41,129
 $40,875
 $44,785
 $47,490
Net income (loss)106,735
 (2,950) (4,851) 1,068
Net income (loss) attributable to Jones Lang LaSalle Income Property Trust, Inc.106,736
 (2,963) (4,882) 1,042
Net income (loss) attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted:       
Class A$0.76
 $(0.02) $(0.03) $0.01
Class M0.76
 (0.02) (0.03) 0.01
Class A-I0.76
 (0.02) (0.03) 0.01
Class M-I0.76
 (0.02) (0.03) 0.01
Class D0.76
 (0.02) (0.03) 0.01
        
Weighted average common stock outstanding-basic and diluted139,744,220
 146,009,775
 154,940,895
 163,718,210
 Year Ended December 31, 2020 Industrial OfficeResidential RetailOther Total
Capital expenditures by segment$4,673 $2,589 $4,346 $1,803 $119 $13,530 
Revenues:
   Rental revenue$49,743 $27,239 $63,948 $45,417 $294 $186,641 
   Other income323 1,313 3,474 572 1,298 6,980 
Total revenues$50,066 $28,552 $67,422 $45,989 $1,592 $193,621 
Operating expenses:
   Real estate taxes$8,218 $3,396 $11,476 $6,193 $382 $29,665 
   Property operating4,121 5,938 19,643 7,583 714 37,999 
Total segment operating expenses$12,339 $9,334 $31,119 $13,776 $1,096 $67,664 
Reconciliation to net income
   Property general and administrative4,318 
   Advisor fees25,274 
   Company level expenses2,936 
   Depreciation and amortization75,603 
Total operating expenses$175,795 
Other income and (expenses):
   Interest expense$(40,668)
   Loss from unconsolidated real estate affiliates and fund investments(19,451)
   Loss on disposition of property and extinguishment of debt(1,772)
Total other income and (expenses)$(61,891)
Net loss$(44,065)
 Three Months
Ended
March 31, 2018
 Three Months
Ended
June 30, 2018
 Three Months
Ended
September 30, 2018
 Three Months
Ended
December 31, 2018
Total revenues$42,082
 $42,227
 $43,319
 $42,884
Net income (loss)32,691
 3,158
 (3,356) (6,889)
Net income (loss) attributable to Jones Lang LaSalle Income Property Trust, Inc.32,644
 3,106
 (3,301) (6,882)
Net income (loss) attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted:       
Class A$0.25
 $0.02
 $(0.02) $(0.06)
Class M0.25
 0.02
 (0.02) (0.06)
Class A-I0.25
 0.02
 (0.02) (0.06)
Class M-I0.25
 0.02
 (0.02) (0.07)
Class D0.25
 0.02
 (0.02) (0.07)
        
Weighted average common stock outstanding-basic and diluted133,231,349
 134,233,903
 135,528,172
 137,163,633
All significant fluctuations between the quarters are attributable to acquisitions and dispositions made in 2019 and 2018.
NOTE 14—12—INVESTMENT IN MARKETABLE SECURITIES
The following is a summary of our investment in marketable securities held as of December 31, 2022 and December 31, 2021, which consisted entirely of stock of publicly traded REITs.
December 31, 2022December 31, 2021
Investment in marketable securities - cost$50,815 $40,273 
Unrealized gains716 3,161 
Unrealized losses(7,349)(228)
Net unrealized (loss) gain(6,633)2,933 
Investment in marketable securities - fair value$44,182 $43,206 
Upon the sale of a particular security, the realized net gain or loss is computed assuming the shares purchased first are sold first. During the year ended December 31, 2022, marketable securities sold generated proceeds of $18,626, resulting in realized gains of $576, and $1,455 realized losses.

F-32

NOTE 13—SUBSEQUENT EVENTS
On January 29, 2020, we acquired Millford Crossing, a grocery-anchored retail center located in Milford, Massachusetts, for approximately $42,000. The acquisition was funded with cash on hand.
On February 6, 2020, we acquired Fountainhead Corporate Park, a 300,000 square foot, two-building Class A office portfolio comprised of two 6-story buildings located in the Phoenix, Arizona submarket of Tempe for approximately $61,500. The acquisition was funded with cash on hand.
On March 3, 2020,7, 2023, our board of directors approved a gross dividend for the first quarter of 20202023 of $0.135$0.145 per share to stockholders and OP Unit holders of record as of March 25, 2020.24, 2023. The dividend will be paid on or around March 30, 2020. Class A, Class M, Class A-I, Class M-I2023. Stockholders and Class D stockholdersOP Unit holders will receive $0.135$0.145 per share or OP Unit, less applicable class-specific fees, if any.

On March 16, 2023, our operating partnership exercised the fair value options to acquire the DST investors beneficial interests in Summit at San Marcos, Mason Mill Distribution Center and San Juan Medical Center for approximately $109,000 of OP Units. As a result of the transaction we incurred approximately $35,000 of non-cash interest expense.
*  *  *  *  *  *

F-33

Schedule III—Real Estate and Accumulated Depreciation as of December 31, 20192022
Col. ACol. BCol. CCol. DCol. E
DescriptionEncumbrancesInitial CostCosts Capitalized
Subsequent to Acquisition (1)
Gross Amounts at which
Carried at the Close of Period
Total
LandBuilding
and
Equipment
LandBuilding
and
Equipment
Carrying
Costs
LandBuilding
and
Equipment
Industrial Properties:
Kendall Distribution Center—Atlanta, GA— 2,656 12,836 (293)1,015 — 2,363 13,851 16,214 
Suwanee Distribution Center—Suwanee, GA— 6,155 27,598 — 121 — 6,155 27,719 33,874 
Grand Prairie Distribution Center—Grand Prairie, TX— 2,100 12,478 — 404 — 2,100 12,882 14,982 
Charlotte Distribution Center—Charlotte, NC9,117 5,381 15,002 — 397 — 5,381 15,399 20,780 
4050 Corporate Drive—Grapevine, TX12,147 5,200 18,327 — 1,779 — 5,200 20,106 25,306 
4055 Corporate Drive—Grapevine, TX5,573 2,400 12,377 — 1,638 — 2,400 14,015 16,415 
2501-2575 Allan Drive—Elk Grove, IL— 4,300 10,926 — 717 — 4,300 11,643 15,943 
2601-2651 Allan Drive—Elk Grove, IL— 2,600 7,726 — 232 — 2,600 7,958 10,558 
1300 Michael Drive—Wood Dale, IL— 1,900 6,770 — 385 — 1,900 7,155 9,055 
1350 Michael Drive—Wood Dale, IL— 1,500 5,059 — 296 — 1,500 5,355 6,855 
1225 Michael Drive—Wood Dale, IL— 2,600 7,149 — 172 — 2,600 7,321 9,921 
200 Lewis Drive—Wood Dale, IL— 1,100 4,165 — 71 — 1,100 4,236 5,336 
1301-1365 Mittel Boulevard—Chicago, IL— 2,700 5,473 — 141 — 2,700 5,614 8,314 
Tampa Distribution Center- Tampa, FL— 3,507 22,485 — 73 — 3,507 22,558 26,065 
Aurora Distribution Center- Aurora, IL13,156 9,861 14,646 — — — 9,861 14,646 24,507 
28150 West Harrison Parkway- Valencia, CA— 2,760 8,899 — 288 — 2,760 9,187 11,947 
28145 West Harrison Parkway- Valencia, CA— 3,468 10,111 — 11 — 3,468 10,122 13,590 
28904 Avenue Paine- Valencia, CA— 3,812 10,535 — 411 — 3,812 10,946 14,758 
25045 Avenue Tibbitts- Santa Clarita, CA— 4,087 13,224 — 1,080 — 4,087 14,304 18,391 
6000 Giant Road- Richmond, CA— 11,572 26,556 — 31 — 11,572 26,587 38,159 
6015 Giant Road- Richmond, CA— 10,468 24,127 — (1,004)— 10,468 23,123 33,591 
6025 Giant Road- Richmond, CA— 2,700 4,167 — 497 — 2,700 4,664 7,364 
Mason Mill Distribution Center—Buford, GA17,500 3,406 23,312 — (123)— 3,406 23,189 26,595 
Fremont Distribution Center - Fremont, CA— 29,427 7,024 — 1,814 — 29,427 8,838 38,265 
3324 Trinity Boulevard - Grand Prairie, TX— 3,215 11,255 — (13)— 3,215 11,242 14,457 
Taunton Distribution Center - Taunton, MA— 2,000 21,589 — 220 — 2,000 21,809 23,809 
Chandler Distribution Center - Chandler, AZ— 3,803 24,095 — 272 — 3,803 24,367 28,170 
Fort Worth Distribution Center--Fort Worth, TX— 3,059 21,053 — 1,296 — 3,059 22,349 25,408 
4993 Anson Boulevard--Whitestown, IN17,000 2,197 20,224 — (59)— 2,197 20,165 22,362 
5102 E 500 South--Whitestown, IN17,000 3,460 28,049 — (80)— 3,460 27,969 31,429 
Louisville Distribution Center—Shepherdsville, KY52,250 9,028 66,792 — 4,161 — 9,028 70,953 79,981 
6511 West Frye Road—Chandler, AZ12,250 2,102 15,511 — 1,654 — 2,102 17,165 19,267 
6565 West Frye Road—Chandler, AZ12,250 2,451 18,807 — — — 2,451 18,807 21,258 
6615 West Frye Road—Chandler, AZ12,250 2,799 18,030 — — — 2,799 18,030 20,829 
F-34

Col. A Col. B Col. C Col. D Col. E
Description Encumbrances Initial Cost 
Costs Capitalized
Subsequent to Acquisition (1)
 
Gross Amounts at which
Carried at the Close of Period
 Total
Land 
Building
and
Equipment
 Land 
Building
and
Equipment
 
Carrying
Costs
 Land 
Building
and
Equipment
 
Apartment Properties:                  
The Edge at Lafayette—Lafayette, LA $
 $1,782
 $23,266
 $
 $(1,136) $
 $1,782
 $22,130
 $23,912
Townlake of Coppell—Coppell, TX 28,514
 8,444
 36,805
 
 3,422
 
 8,444
 40,227
 48,671
AQ Rittenhouse—Philadelphia, PA 26,370
 11,000
 39,963
 
 59
 
 11,000
 40,022
 51,022
Lane Park Apartments—Mountain Brook, AL 37,000
 5,100
 66,428
 
 1,445
 
 5,100
 67,873
 72,973
Dylan Point Loma—San Diego, CA 40,500
 19,000
 70,860
 
 202
 
 19,000
 71,062
 90,062
The Penfield—St. Paul, MN 36,977
 8,021
 52,713
 
 879
 
 8,021
 53,592
 61,613
180 North Jefferson—Chicago, IL 45,000
 18,588
 75,435
 
 5,437
 
 18,588
 80,872
 99,460
Jory Trail at the Grove—Wilsonville, OR 44,250
 7,877
 64,369
 
 3,593
 
 7,877
 67,962
 75,839
The Reserve at Johns Creek Walk—Johns Creek, GA 26,000
 7,552
 38,025
 
 605
 
 7,552
 38,630
 46,182
Villas at Legacy—Plano, TX 
 6,888
 48,504
 
 3,466
 
 6,888
 51,970
 58,858
Stonemeadow Farms - Bothell, WA 45,000
 14,000
 65,535
 
 593
 
 14,000
 66,128
 80,128
Summit at San Marcos - Chandler, AZ 
 6,401
 63,335
 
 75
 
 6,401
 63,410
 69,811
Presley Uptown - Charlotte, NC 30,000
 7,390
 46,479
 
 (22) 
 7,390
 46,457
 53,847
Total Apartment Properties 359,611
 122,043
 691,717
 
 18,618
 
 122,043
 710,335
 832,378
                   
Industrial Properties:                  
Kendall Distribution Center—Atlanta, GA 
 2,656
 12,836
 (293) 203
 
 2,363
 13,039
 15,402
Norfleet Distribution Center—Kansas City, MO 
 2,134
 31,397
 (205) (1,937) 
 1,929
 29,460
 31,389
Suwanee Distribution Center—Suwanee, GA 19,100
 6,155
 27,598
 
 101
 
 6,155
 27,699
 33,854
3800 1st Avenue South —Seattle, WA 9,257
 7,238
 9,673
 546
 158
 
 7,784
 9,831
 17,615
3844 1st Avenue South—Seattle, WA 5,772
 5,563
 6,031
 340
 98
 
 5,903
 6,129
 12,032
3601 2nd Avenue South—Seattle, WA 3,221
 2,774
 3,365
 190
 55
 
 2,964
 3,420
 6,384
Grand Prairie Distribution Center—Grand Prairie, TX 
 2,100
 12,478
 
 11
 
 2,100
 12,489
 14,589
Charlotte Distribution Center—Charlotte, NC 9,764
 5,381
 15,002
 
 290
 
 5,381
 15,292
 20,673
4050 Corporate Drive—Grapevine, TX 12,147
 5,200
 18,327
 
 213
 
 5,200
 18,540
 23,740
4055 Corporate Drive—Grapevine, TX 5,573
 2,400
 12,377
 
 1,480
 
 2,400
 13,857
 16,257
2501-2575 Allan Drive—Elk Grove, IL 
 4,300
 10,926



721



4,300

11,647

15,947
2601-2651 Allan Drive—Elk Grove, IL 
 2,600
 7,726
 
 109
 
 2,600
 7,835
 10,435
1300 Michael Drive—Wood Dale, IL 
 1,900
 6,770
 
 139
 
 1,900
 6,909
 8,809
1350 Michael Drive—Wood Dale, IL 
 1,500
 5,059
 
 79
 
 1,500
 5,138
 6,638
1225 Michael Drive—Wood Dale, IL 
 2,600
 7,149
 
 85
 
 2,600
 7,234
 9,834
200 Lewis Drive—Wood Dale, IL 
 1,100
 4,165
 
 124
 
 1,100
 4,289
 5,389
1301-1365 Mittel Boulevard—Chicago, IL 
 2,700
 5,473
 
 141
 
 2,700
 5,614
 8,314

Col. ACol. BCol. CCol. DCol. E
DescriptionEncumbrancesInitial CostCosts Capitalized
Subsequent to Acquisition (1)
Gross Amounts at which
Carried at the Close of Period
Total
LandBuilding
and
Equipment
LandBuilding
and
Equipment
Carrying
Costs
LandBuilding
and
Equipment
6677 West Frye Road—Chandler, AZ12,250 2,451 18,662 — 37 — 2,451 18,699 21,150 
5 National Way—Durham, NC— 6,846 21,233 — 592 — 6,846 21,825 28,671 
47 National Way—Durham, NC— 6,840 20,401 — 2,104 — 6,840 22,505 29,345 
South San Diego Distribution Center—San Diego, CA72,500 18,496 123,682 — 3,703 — 18,496 127,385 145,881 
2451 Bath Road—Elgin, IL— 4,247 26,182 — (63)— 4,247 26,119 30,366 
1755 Britannia Drive—Elgin, IL— 1,046 10,522 — 700 — 1,046 11,222 12,268 
687 Conestoga Parkway—Shepardsville, KY— 2,462 33,393 — 447 — 2,462 33,840 36,302 
Louisville Airport Distribution Center(2)—Louisville, KY— 2,843 26,812 — (1)— 2,843 26,811 29,654 
Friendship Distribution Center-Buford, GA40,000 7,082 80,654 — — 7,082 80,658 87,740 
13500 Danielson Street-Poway, CA10,990 7,624 11,503 — 54 — 7,624 11,557 19,181 
237 Via Vera Cruz-San Marcos, CA11,880 5,421 8,581 — 54 — 5,421 8,635 14,056 
4211 Starboard-Fremont, CA20,612 13,409 13,872 — 146 — 13,409 14,018 27,427 
2840 Loker Avenue-Carlsbad, CA14,316 7,631 16,030 — 245 — 7,631 16,275 23,906 
15890 Bernardo Center Drive-San Diego, CA8,702 2,316 11,715 — 47 — 2,316 11,762 14,078 
NE Atlanta DC-Jefferson, GA— 7,587 42,725 — — — 7,587 42,725 50,312 
6635 West Frye Road-Chandler, AZ— 2,960 24,950 — — — 2,960 24,950 27,910 
6575 West Frye Road-Chandler, AZ— 3,971 29,415 — — — 3,971 29,415 33,386 
West Phoenix Distribution Center-Glendale, AZ— 28,914 95,012 — — — 28,914 95,012 123,926 
Puget Sound Distribution Center-Lacey, WA— 3,898 17,470 — — — 3,898 17,470 21,368 
Total Industrial Properties371,743 295,818 1,189,191 (293)25,966  295,525 1,215,153 1,510,678 
Office Properties:
Monument IV at Worldgate—Herndon, VA— 5,186 57,013 — 19,657 — 5,186 76,670 81,856 
140 Park Avenue—Florham Park, NJ— 3,162 34,784 — (4)— 3,162 34,780 37,942 
San Juan Medical Center- San Juan Capistrano, CA16,730 9,807 13,303 — 1,208 — 9,807 14,511 24,318 
Genesee Plaza - San Deigo, CA38,306 8,222 73,964 — 1,264 — 8,222 75,228 83,450 
Fountainhead Corporate Park--Tempe, AZ— 5,942 36,301 — 6,555 — 5,942 42,856 48,798 
170 Park Avenue-Florham Park, NJ 4,612 38,337 — — 4,612 38,340 42,952 
South Reno Medical Center-Reno, NV 1,029 9,882 — (104)— 1,029 9,778 10,807 
North Tampa Surgery Center-Odessa, FL 1,227 5,069 — (4)— 1,227 5,065 6,292 
1203 SW 7 Highway-Blue Springs, MO 171 2,355 — 10 — 171 2,365 2,536 
8600 NE 82nd Street-Kansas City, MO 143 3,519 — 12 — 143 3,531 3,674 
Sugar Land Medical Office-Sugar Land, TX 2,449 9,943 — (86)— 2,449 9,857 12,306 
Roeland Park Medical Office-Roeland Park, KS 1,057 8,182 — — 1,057 8,187 9,244 
Durham Medical Center-Durham, NC 974 29,575 — 26 — 974 29,601 30,575 
9101 Stony Point Drive(2)--Richmond, VA 3,980 37,939 — 15 — 3,980 37,954 41,934 
F-35

Col. A Col. B Col. C Col. D Col. E
Description Encumbrances Initial Cost 
Costs Capitalized
Subsequent to Acquisition (1)
 
Gross Amounts at which
Carried at the Close of Period
 Total
Land 
Building
and
Equipment
 Land 
Building
and
Equipment
 
Carrying
Costs
 Land 
Building
and
Equipment
 
Tampa Distribution Center- Tampa, FL 
 3,507
 22,485
 
 84
 
 3,507
 22,569
 26,076
Aurora Distribution Center- Aurora, IL 13,850
 9,861
 14,646
 
 
 
 9,861
 14,646
 24,507
28150 West Harrison Parkway- Valencia, CA 
 2,760
 8,899
 
 
 
 2,760
 8,899
 11,659
28145 West Harrison Parkway- Valencia, CA 
 3,468
 10,111
 
 19
 
 3,468
 10,130
 13,598
28904 Avenue Paine- Valencia, CA 
 3,812
 10,535
 
 104
 
 3,812
 10,639
 14,451
24823 Anza Drive- Santa Clarita, CA 
 1,095
 2,849
 
 23
 
 1,095
 2,872
 3,967
25045 Avenue Tibbitts- Santa Clarita, CA 
 4,087
 13,224
 
 278
 
 4,087
 13,502
 17,589
6000 Giant Road- Richmond, CA 
 11,572
 26,556
 
 
 
 11,572
 26,556
 38,128
6015 Giant Road- Richmond, CA 
 10,468
 24,127
 
 (1,094) 
 10,468
 23,033
 33,501
6025 Giant Road- Richmond, CA 
 2,700
 4,167
 
 497
 
 2,700
 4,664
 7,364
Mason Mill Distribution Center—Buford, GA 
 3,406
 23,312
 
 
 
 3,406
 23,312
 26,718
Fremont Distribution Center - Fremont, CA 
 29,427
 7,024
 
 854
 
 29,427
 7,878
 37,305
3324 Trinity Boulevard - Grand Prairie, TX 
 3,215
 11,255
 
 (13) 
 3,215
 11,242
 14,457
Taunton Distribution Center - Taunton, MA 
 2,000
 21,589
 
 54
 
 2,000
 21,643
 23,643
Chandler Distribution Center - Chandler, AZ 
 3,803
 24,095
 
 
 
 3,803
 24,095
 27,898
Total Industrial Properties 78,684
 153,482
 421,226
 578
 2,876
 
 154,060
 424,102
 578,162
                   
Office Properties:                  
Monument IV at Worldgate—Herndon, VA 40,000
 5,186
 57,013
 
 19,583
 
 5,186
 76,596
 81,782
140 Park Avenue—Florham Park, NJ 22,800
 3,162
 34,784
 
 (4) 
 3,162
 34,780
 37,942
San Juan Medical Center- San Juan Capistrano, CA 
 9,807
 13,303
 
 936
 
 9,807
 14,239
 24,046
Genesee Plaza - San Deigo, CA 41,114
 8,222
 73,964
 
 186
 
 8,222
 74,150
 82,372
Total Office Properties 103,914
 26,377
 179,064
 
 20,701
 
 26,377
 199,765
 226,142
                  

Retail Properties:                
The District at Howell Mill—Atlanta, GA 30,378
 10,000
 56,040
 
 5,244
 
 10,000
 61,284
 71,284
Grand Lakes Marketplace—Katy, TX 23,900
 5,215
 34,770
 
 87
 
 5,215
 34,857
 40,072
Oak Grove Plaza—Sachse, TX 9,384
 4,434
 18,869
 
 637
 
 4,434
 19,506
 23,940
Rancho Temecula Town Center—Temecula, CA 28,000
 14,600
 41,180
 
 921
 
 14,600
 42,101
 56,701
Skokie Commons—Skokie, IL 24,400
 8,859
 25,705
 891
 179
 
 9,750
 25,884
 35,634
Whitestone Market—Austin, TX 25,750
 7,000
 39,868
 
 431
 
 7,000
 40,299
 47,299
Maui Mall—Maui, HI 37,894
 44,257
 39,454
 
 10,340
 
 44,257
 49,794
 94,051
Silverstone Marketplace—Scottsdale, AZ 
 8,012
 33,771
 
 20
 
 8,012
 33,791
 41,803
Kierland Village Center—Scottsdale, AZ 
 7,037
 26,693
 
 194
 
 7,037
 26,887
 33,924
Timberland Town Center—Beaverton, OR 21,220
 6,083
 33,826
 
 237
 
 6,083
 34,063
 40,146

Col. ACol. BCol. CCol. DCol. E
DescriptionEncumbrancesInitial CostCosts Capitalized
Subsequent to Acquisition (1)
Gross Amounts at which
Carried at the Close of Period
Total
LandBuilding
and
Equipment
LandBuilding
and
Equipment
Carrying
Costs
LandBuilding
and
Equipment
Cedar Medical Center at Flagstaff-Flagstaff, AZ 1,735 12,814 — — — 1,735 12,814 14,549 
North Boston Medical Center-Haverhill, MA 2,004 16,253 — — — 2,004 16,253 18,257 
North Charlotte Medical Center-Denver, NC 2,462 8,562 — — — 2,462 8,562 11,024 
Grand Rapids Medical Center-Wyoming, MI 1,031 5,941 — — — 1,031 5,941 6,972 
Glendale Medical Center-Los Angeles, CA 2,782 13,074 — — — 2,782 13,074 15,856 
6300 Dumbarton Circle-Fremont, CA 5,804 15,359 — — — 5,804 15,359 21,163 
6500 Kaiser Drive-Fremont, CA 11,542 25,535 — — — 11,542 25,535 37,077 
Greater Sacramento Medical Center-Rancho Cordova, CA 1,105 8,770 — — — 1,105 8,770 9,875 
Total Office Properties55,036 76,426 466,474  28,557  76,426 495,030 571,456 
Residential Properties:
Townlake of Coppell—Coppell, TX36,030 8,444 36,805 — 2,432 — 8,444 39,237 47,682 
AQ Rittenhouse—Philadelphia, PA26,370 11,000 39,963 — 60 — 11,000 40,023 51,023 
Lane Park Apartments—Mountain Brook, AL37,000 5,100 66,428 — 1,502 — 5,100 67,930 73,030 
Dylan Point Loma—San Diego, CA39,598 19,000 70,860 — (353) 19,000 70,507 89,507 
The Penfield—St. Paul, MN35,500 8,021 52,713 — 1,033  8,021 53,746 61,767 
180 North Jefferson—Chicago, IL45,000 18,588 75,435 — 9,702  18,588 85,137 103,725 
Jory Trail at the Grove—Wilsonville, OR41,954 7,877 64,369 — 4,548  7,877 68,917 76,794 
The Reserve at Johns Creek Walk—Johns Creek, GA26,000 7,552 38,025 — 1,212  7,552 39,237 46,789 
Villas at Legacy—Plano, TX29,500 6,888 48,504 — 4,294  6,888 52,798 59,686 
Stonemeadow Farms - Bothell, WA43,865 14,000 65,535 — 2,850 — 14,000 68,385 82,385 
Summit at San Marcos - Chandler, AZ35,900 6,401 63,335 — 195 — 6,401 63,530 69,931 
Presley Uptown - Charlotte, NC30,000 7,390 46,479 12 1,045 — 7,402 47,524 54,926 
Princeton North Andover-North Andover, MA39,900 8,140 75,403 (639)279 — 7,501 75,682 83,183 
The Preserve at the Meadows(2)--Fort Collins, CO
32,400 9,656 86,125 (4,156)103 — 5,500 86,228 91,728 
The Rockwell(2)--Berlin, MA
46,310 7,501 53,870 2,154 220 — 9,655 54,090 63,745 
Miramont-Fort Collins, CO27,128 9,217 63,156 (1,077)157 — 8,140 63,313 71,453 
Pinecone-Fort Collins, CO24,895 8,558 49,005 659 425 — 9,217 49,430 58,647 
Reserve at Venice-North Venice, FL55,800 5,500 43,833 3,058 309 — 8,558 44,142 52,700 
Woodside Trumbull-Trumbull, CT 4,654 91,755 — (322)— 4,654 91,433 96,087 
Jefferson Lake Howell-Casselberry, FL 12,680 139,532 — — — 12,680 139,532 152,212 
Oak Street Lofts-Tigard, OR 5,325 75,260 — — — 5,325 75,260 80,585 
Molly Brook on Belmont-North Haledon, NJ54,650 8,893 60,049 — — — 8,893 60,049 68,942 
Single-Family Rental Portfolio II— 18,911 75,410 — — — 18,911 75,410 94,321 
Total Residential Properties707,800 219,296 1,481,849 11 29,691  219,307 1,511,539 1,730,847 
Retail Properties:
F-36

Col. A Col. B Col. C Col. D Col. ECol. ACol. BCol. CCol. DCol. E
Description Encumbrances Initial Cost 
Costs Capitalized
Subsequent to Acquisition (1)
 
Gross Amounts at which
Carried at the Close of Period
 TotalDescriptionEncumbrancesInitial CostCosts Capitalized
Subsequent to Acquisition (1)
Gross Amounts at which
Carried at the Close of Period
Total
Land 
Building
and
Equipment
 Land 
Building
and
Equipment
 
Carrying
Costs
 Land 
Building
and
Equipment
 LandBuilding
and
Equipment
LandBuilding
and
Equipment
Carrying
Costs
LandBuilding
and
Equipment
The District at Howell Mill—Atlanta, GAThe District at Howell Mill—Atlanta, GA28,036 10,000 56,040 — 7,524 — 10,000 63,564 73,564 
Grand Lakes Marketplace—Katy, TXGrand Lakes Marketplace—Katy, TX23,900 5,215 34,770 — 87 — 5,215 34,857 40,072 
Oak Grove Plaza—Sachse, TXOak Grove Plaza—Sachse, TX— 4,434 18,869 (4,434)(19,040)— — (171)(171)
Rancho Temecula Town Center—Temecula, CARancho Temecula Town Center—Temecula, CA28,000 14,600 41,180 — 931 — 14,600 42,111 56,711 
Skokie Commons—Skokie, ILSkokie Commons—Skokie, IL23,118 8,859 25,705 891 182 — 9,750 25,887 35,637 
Whitestone Market—Austin, TXWhitestone Market—Austin, TX25,750 7,000 39,868 — 622 — 7,000 40,490 47,490 
Maui Mall—Maui, HIMaui Mall—Maui, HI35,492 44,257 39,454 (547)10,953 — 43,710 50,407 94,117 
Silverstone Marketplace—Scottsdale, AZSilverstone Marketplace—Scottsdale, AZ— 8,012 33,771 — 287 — 8,012 34,058 42,070 
Kierland Village Center—Scottsdale, AZKierland Village Center—Scottsdale, AZ— 7,037 26,693 — 394 — 7,037 27,087 34,124 
Timberland Town Center—Beaverton, ORTimberland Town Center—Beaverton, OR19,739 6,083 33,826 — 534 — 6,083 34,360 40,443 
Montecito Marketplace—Las Vegas, NV 
 11,410
 45,212
 
 208
 
 11,410
 45,420
 56,830
Montecito Marketplace—Las Vegas, NV— 11,410 45,212 — 673 — 11,410 45,885 57,295 
Milford Crossing-Milford, MAMilford Crossing-Milford, MA— 1,124 30,869 — (89)— 1,124 30,780 31,904 
Patterson Place-Durham, NCPatterson Place-Durham, NC— 855 12,169 — — — 855 12,169 13,024 
Silverado Square-Las Vegas, NVSilverado Square-Las Vegas, NV— 4,293 16,273 — — — 4,293 16,273 20,566 
Woodlawn Point Shopping Center-Marrietta, GAWoodlawn Point Shopping Center-Marrietta, GA— 4,731 26,881 — — — 4,731 26,881 31,612 
Total Retail Properties 200,926
 126,907
 395,388
 891
 18,498
 
 127,798
 413,886
 541,684
Total Retail Properties184,035 137,910 481,580 (4,090)3,058  133,820 484,638 618,457 
                  
Other Properties:Other Properties:                Other Properties:
South Beach Parking Garage—Miami, FL 
 
 21,467
 
 681
 
 
 22,148
 22,148
South Beach Parking Garage—Miami, FL— — 21,467 — 680 — — 22,147 22,147 
Total Other Properties 
 
 21,467
 
 681
 
 
 22,148
 22,148
Total Other Properties  21,467  680   22,147 22,147 
                  
Total Consolidated Properties: $743,135
 $428,809
 $1,708,862
 $1,469
 $61,374
 $
 $430,278
 $1,770,236
 $2,200,514
Total Consolidated Properties:$1,318,614 $729,450 $3,640,561 $(4,372)$87,952 $ $725,078 $3,728,507 $4,453,585 
The unaudited aggregate cost and accumulated depreciation for tax purposes was approximately $2,328,477$4,819,347 and $253,015,$491,584, respectively.
(1)Includes net provisions for impairment of real estate taken since acquisition of property.

(1)Includes net provisions for impairment of real estate taken since acquisition of property.
F-37

Col. A Col. F Col. G Col. H Col. ICol. ACol. FCol. GCol. HCol. I
Description 
Accumulated
Depreciation
 
Date of
Construction
 
Date of
Acquisition
 Life on which depreciation in latest income statement is computedDescriptionAccumulated
Depreciation
Date of
Construction
Date of
Acquisition
Life on which depreciation in latest income statement is computed
Apartment Properties:   
The Edge at Lafayette—Lafayette, LA $(5,587) 2007 1/15/2008 50 years
Townlake of Coppell—Coppell, TX (5,805) 1986 5/22/2015 40 years
AQ Rittenhouse—Philadelphia, PA (3,994) 2015 7/30/2015 50 years
Lane Park Apartments—Mountain Brook, AL (5,536) 2014 5/26/2016 50 years
Dylan Point Loma—San Diego, CA (5,468) 2016 8/9/2016 50 years
The Penfield—St. Paul, MN (3,715) 2013 9/22/2016 50 years
180 North Jefferson—Chicago, IL (6,707) 2004 12/1/2016 40 years
Jory Trail at the Grove—Wilsonville, OR (3,944) 2012 7/14/2017 50 years
The Reserve at Johns Creek Walk—Johns Creek, GA (2,417) 2007 7/28/2017 40 years
Villas at Legacy—Plano, TX (2,416) 1999 6/6/2018 40 years
Stonemeadow Farms - Bothell, WA (1,120) 1999 5/13/2019 40 years
Summit at San Marcos - Chandler, AZ (780) 2018 7/31/2019 50 years
Presley Uptown - Charlotte, NC (317) 2016 9/30/2019 50 years
Total Apartment Properties (47,806) 
   
Industrial Properties:   Industrial Properties:
Kendall Distribution Center—Atlanta, GA (3,625) 2002 6/30/2005 50 yearsKendall Distribution Center—Atlanta, GA(4,722)20026/30/200550 years
Norfleet Distribution Center—Kansas City, MO (7,789) 2007 2/27/2007 50 years
Suwanee Distribution Center—Suwanee, GA (3,621) 2012 6/28/2013 50 yearsSuwanee Distribution Center—Suwanee, GA(5,268)20126/28/201350 years
3800 1st Avenue South —Seattle, WA (1,518) 2005 6/26/2013 40 years
3844 1st Avenue South—Seattle, WA (946) 1968 12/18/2013 40 years
3601 2nd Avenue South—Seattle, WA (528) 1949 12/18/2013 40 years
Grand Prairie Distribution Center—Grand Prairie, TX (1,500) 1980 12/18/2013 40 yearsGrand Prairie Distribution Center—Grand Prairie, TX(2,347)198012/18/201340 years
Charlotte Distribution Center—Charlotte, NC (2,117) 2013 1/22/2014 50 yearsCharlotte Distribution Center—Charlotte, NC(3,325)20131/22/201450 years
4050 Corporate Drive—Grapevine, TX (2,117) 1991 6/27/2014 40 years4050 Corporate Drive—Grapevine, TX(3,649)19916/27/201440 years
4055 Corporate Drive—Grapevine, TX (1,610) 1996 4/15/2015 40 years4055 Corporate Drive—Grapevine, TX(2,918)19964/15/201540 years
2501-2575 Allan Drive—Elk Grove, IL (1,338) 1996 4/15/2015 40 years2501-2575 Allan Drive—Elk Grove, IL(2,171)19964/15/201540 years
2601-2651 Allan Drive—Elk Grove, IL (855) 1985 9/30/2015 40 years2601-2651 Allan Drive—Elk Grove, IL(1,450)19859/30/201540 years
1300 Michael Drive—Wood Dale, IL (740) 1985 9/30/2015 40 years1300 Michael Drive—Wood Dale, IL(1,304)19859/30/201540 years
1350 Michael Drive—Wood Dale, IL (552) 1985 9/30/2015 40 years1350 Michael Drive—Wood Dale, IL(1,023)19859/30/201540 years
1225 Michael Drive—Wood Dale, IL (767) 1985 9/30/2015 40 years1225 Michael Drive—Wood Dale, IL(1,320)19859/30/201540 years
200 Lewis Drive—Wood Dale, IL (683) 1985 9/30/2015 40 years200 Lewis Drive—Wood Dale, IL(833)19859/30/201540 years
1301-1365 Mittel Boulevard—Chicago, IL (589) 1985 9/30/2015 40 years1301-1365 Mittel Boulevard—Chicago, IL(1,024)19859/30/201540 years
Tampa Distribution Center- Tampa, FL (2,124) 1985 9/30/2015 40 yearsTampa Distribution Center- Tampa, FL(3,826)19859/30/201540 years
Aurora Distribution Center- Aurora, IL (1,050) 2009 4/11/2016 40 yearsAurora Distribution Center- Aurora, IL(1,928)20094/11/201640 years
28150 West Harrison Parkway- Valencia, CA (779) 2016 5/19/2016 50 years28150 West Harrison Parkway- Valencia, CA(1,501)20165/19/201650 years
28145 West Harrison Parkway- Valencia, CA28145 West Harrison Parkway- Valencia, CA(1,644)19976/29/201640 years
28904 Avenue Paine- Valencia, CA28904 Avenue Paine- Valencia, CA(1,832)19976/29/201640 years
25045 Avenue Tibbitts- Santa Clarita, CA25045 Avenue Tibbitts- Santa Clarita, CA(2,291)19886/29/201640 years
6000 Giant Road- Richmond, CA6000 Giant Road- Richmond, CA(3,367)19886/29/201640 years
6015 Giant Road- Richmond, CA6015 Giant Road- Richmond, CA(2,931)20169/8/201650 years
6025 Giant Road- Richmond, CA6025 Giant Road- Richmond, CA(602)20169/8/201650 years
Mason Mill Distribution Center—Buford, GAMason Mill Distribution Center—Buford, GA(2,325)201612/29/201650 years
Fremont Distribution Center - Fremont, CAFremont Distribution Center - Fremont, CA(1,219)19913/29/201940 years
3324 Trinity Boulevard - Grand Prairie, TX3324 Trinity Boulevard - Grand Prairie, TX(1,007)20155/31/201940 years
Taunton Distribution Center - Taunton, MATaunton Distribution Center - Taunton, MA(1,573)20168/23/201950 years
Chandler Distribution Center - Chandler, AZChandler Distribution Center - Chandler, AZ(1,541)201612/5/201950 years
Fort Worth Distribution Center--Fort Worth, TXFort Worth Distribution Center--Fort Worth, TX(1,181)202010/23/202050 years
4993 Anson Boulevard--Whitestown, IN4993 Anson Boulevard--Whitestown, IN(841)202012/11/202050 years
5102 E 500 South--Whitestown, IN5102 E 500 South--Whitestown, IN(1,166)202012/11/202050 years
Louisville Distribution Center—Shepherdsville, KYLouisville Distribution Center—Shepherdsville, KY(3,306)20201/21/202150 years
6511 West Frye Road—Chandler, AZ6511 West Frye Road—Chandler, AZ(743)20192/23/202150 years
6565 West Frye Road—Chandler, AZ6565 West Frye Road—Chandler, AZ(690)20192/23/202150 years
6615 West Frye Road—Chandler, AZ6615 West Frye Road—Chandler, AZ(661)20192/23/202150 years
6677 West Frye Road—Chandler, AZ6677 West Frye Road—Chandler, AZ(686)20192/23/202150 years
5 National Way—Durham, NC5 National Way—Durham, NC(531)20209/28/202150 years
47 National Way—Durham, NC47 National Way—Durham, NC(510)20209/28/202150 years
South San Diego Distribution Center—San Diego, CASouth San Diego Distribution Center—San Diego, CA(3,482)202010/28/202140 years
F-38

Col. A Col. F Col. G Col. H Col. I
Description 
Accumulated
Depreciation
 
Date of
Construction
 
Date of
Acquisition
 Life on which depreciation in latest income statement is computed
28145 West Harrison Parkway- Valencia, CA (894) 1997 6/29/2016 40 years
28904 Avenue Paine- Valencia, CA (946) 1997 6/29/2016 40 years
24823 Anza Drive- Santa Clarita, CA (254) 1999 6/29/2016 40 years
25045 Avenue Tibbitts- Santa Clarita, CA (1,172) 1988 6/29/2016 40 years
6000 Giant Road- Richmond, CA (1,770) 1988 6/29/2016 40 years
6015 Giant Road- Richmond, CA (1,534) 2016 9/8/2016 50 years
6025 Giant Road- Richmond, CA (251) 2016 9/8/2016 50 years
Mason Mill Distribution Center—Buford, GA (932) 2016 12/29/2016 50 years
Fremont Distribution Center - Fremont, CA (132) 1991 3/29/2019 40 years
3324 Trinity Boulevard - Grand Prairie, TX (164) 2015 5/31/2019 40 years
Taunton Distribution Center - Taunton, MA (181) 2016 8/23/2019 50 years
Chandler Distribution Center - Chandler, AZ (41) 2016 12/5/2019 50 years
Total Industrial Properties (43,119)      
         
Office Properties:        
Monument IV at Worldgate—Herndon, VA (26,935) 2001 8/27/2004 50 years
140 Park Avenue—Florham Park, NJ (2,782) 2015 12/21/2015 50 years
San Juan Medical Center- San Juan Capistrano, CA (1,122) 2015 4/1/2016 50 years
Genesee Plaza - San Deigo, CA (925) 1983 7/2/2019 40 years
Total Office Properties (31,764)      
         
Retail Properties:        
The District at Howell Mill—Atlanta, GA (15,002) 2006 6/15/2007 50 years
Grand Lakes Marketplace—Katy, TX (4,409) 2012 9/17/2013 50 years
Oak Grove Plaza—Sachse, TX (3,012) 2003 1/17/2014 40 years
Rancho Temecula Town Center—Temecula, CA (5,901) 2007 6/16/2014 40 years
Skokie Commons—Skokie, IL (2,412) 2015 5/15/2015 50 years
Whitestone Market—Austin, TX (4,316) 2003 9/30/2015 40 years
Maui Mall—Maui, HI (5,513) 1971 12/22/2015 40 years
Silverstone Marketplace—Scottsdale, AZ (2,310) 2015 7/27/2016 50 years
Kierland Village Center—Scottsdale, AZ (2,200) 2001 9/30/2016 40 years
Timberland Town Center—Beaverton, OR (2,264) 2015 9/30/2016 50 years
Montecito Marketplace—Las Vegas, NV (2,754) 2007 8/8/2017 50 years
Total Retail Properties (50,093)      
         
         

Col. ACol. FCol. GCol. HCol. I
DescriptionAccumulated
Depreciation
Date of
Construction
Date of
Acquisition
Life on which depreciation in latest income statement is computed
2451 Bath Road—Elgin, IL(609)202011/16/202150 years
1755 Britannia Drive—Elgin, IL(319)202011/16/202150 years
687 Conestoga Parkway—Shepardsville, KY(724)202111/17/202150 years
Louisville Airport Distribution Center(2)—Louisville, KY(804)20206/24/202150 years
Friendship Distribution Center-Buford, GA(1,882)202010/20/202150 years
13500 Danielson Street-Poway, CA(433)19977/2/202140 years
237 Via Vera Cruz-San Marcos, CA(331)19877/2/202140 years
4211 Starboard-Fremont, CA(524)19977/9/202140 years
2840 Loker Avenue-Carlsbad, CA(442)199811/30/202140 years
15890 Bernardo Center Drive-San Diego, CA(318)199111/30/202140 years
NE Atlanta DC-Jefferson, GA(843)201604/08/202240 years
6635 West Frye Road-Chandler, AZ(245)201906/08/202250 years
6575 West Frye Road-Chandler, AZ(315)201906/08/202250 years
West Phoenix Distribution Center-Glendale, AZ(475)202209/30/202250 years
Puget Sound Distribution Center-Lacey, WA(87)202110/06/202250 years
Total Industrial Properties(81,089)
Office Properties:
Monument IV at Worldgate—Herndon, VA(35,832)20018/27/200450 years
140 Park Avenue—Florham Park, NJ(4,869)201512/21/201550 years
San Juan Medical Center- San Juan Capistrano, CA(2,205)20154/1/201650 years
Genesee Plaza - San Deigo, CA(6,691)19837/2/201940 years
Fountainhead Corporate Park--Tempe, AZ(3,704)19852/6/202040 years
170 Park Avenue-Florham Park, NJ(1,837)19982/2/202140 years
South Reno Medical Center-Reno, NV(245)200412/28/202140 years
North Tampa Surgery Center-Odessa, FL(127)202110/8/202150 years
1203 SW 7 Highway-Blue Springs, MO(59)202112/23/202140 years
8600 NE 82nd Street-Kansas City, MO(71)202112/23/202150 years
Sugar Land Medical Office-Sugar Land, TX(198)202012/30/202150 years
Roeland Park Medical Office-Roeland Park, KS(164)202112/28/202150 years
Durham Medical Center-Durham, NC(743)201012/23/202140 years
9101 Stony Point Drive(2)--Richmond, VA(1,013)20189/15/202150 years
Cedar Medical Center at Flagstaff-Flagstaff, AZ(171)20224/29/202250 years
North Boston Medical Center-Haverhill, MA(163)20176/28/202250 years
North Charlotte Medical Center-Denver, NC(86)20176/28/202250 years
Grand Rapids Medical Center-Wyoming, MI(50)20187/21/202250 years
Glendale Medical Center-Los Angeles, CA(136)20187/29/202250 years
6300 Dumbarton Circle-Fremont, CA(128)19909/15/202240 years
6500 Kaiser Drive-Fremont, CA(213)19909/15/202240 years
Greater Sacramento Medical Center-Rancho Cordova, CA(55)20129/16/202240 years
F-39

Col. A Col. F Col. G Col. H Col. I
Description 
Accumulated
Depreciation
 
Date of
Construction
 
Date of
Acquisition
 Life on which depreciation in latest income statement is computed
Other Properties:        
South Beach Parking Garage—Miami, FL (3,454) 2001 1/28/2014 40 years
Total Other Properties (3,454)      
         
Total Consolidated Properties: $(176,236)      
Col. ACol. FCol. GCol. HCol. I
DescriptionAccumulated
Depreciation
Date of
Construction
Date of
Acquisition
Life on which depreciation in latest income statement is computed
Total Office Properties(58,760)
Residential Properties:
Townlake of Coppell—Coppell, TX(7,858)19865/22/201540 years
AQ Rittenhouse—Philadelphia, PA(6,031)20157/30/201550 years
Lane Park Apartments—Mountain Brook, AL(9,390)20145/26/201650 years
Dylan Point Loma—San Diego, CA(9,114)20168/9/201650 years
The Penfield—St. Paul, MN(7,098)20139/22/201650 years
180 North Jefferson—Chicago, IL(14,672)200412/1/201640 years
Jory Trail at the Grove—Wilsonville, OR(9,419)20127/14/201750 years
The Reserve at Johns Creek Walk—Johns Creek, GA(5,498)20077/28/201740 years
Villas at Legacy—Plano, TX(7,567)19996/6/201840 years
Stonemeadow Farms - Bothell, WA(6,890)19995/13/201940 years
Summit at San Marcos - Chandler, AZ(5,509)20187/31/201950 years
Presley Uptown - Charlotte, NC(3,615)20169/30/201950 years
Princeton North Andover-North Andover, MA(2,197)20195/3/202150 years
The Preserve at the Meadows(2)--Fort Collins, CO
(1,939)20018/23/202140 years
The Rockwell(2)--Berlin, MA
(1,977)20208/31/202150 years
Miramont-Fort Collins, CO(2,331)19959/29/202140 years
Pinecone-Fort Collins, CO(1,680)19939/29/202140 years
Reserve at Venice-North Venice, FL(1,494)202112/17/202150 years
Woodside Trumbull-Trumbull, CT(1,999)202112/21/202150 years
Jefferson Lake Howell-Casselberry, FL(2,389)202103/30/202250 years
Oak Street Lofts-Tigard, OR(854)201907/15/202250 years
Molly Brook on Belmont-North Haledon, NJ(348)202209/27/202250 years
Single-Family Rental Portfolio II(343)VariousVarious50 years
Total Residential Properties(110,212)
Retail Properties:
The District at Howell Mill—Atlanta, GA(19,498)20066/15/200750 years
Grand Lakes Marketplace—Katy, TX(6,547)20129/17/201350 years
Oak Grove Plaza—Sachse, TX169 20031/17/201440 years
Rancho Temecula Town Center—Temecula, CA(9,545)20076/16/201440 years
Skokie Commons—Skokie, IL(4,045)20155/15/201550 years
Whitestone Market—Austin, TX(7,452)20039/30/201540 years
Maui Mall—Maui, HI(11,281)197112/22/201540 years
Silverstone Marketplace—Scottsdale, AZ(4,406)20157/27/201650 years
Kierland Village Center—Scottsdale, AZ(4,276)20019/30/201640 years
F-40

Col. ACol. FCol. GCol. HCol. I
DescriptionAccumulated
Depreciation
Date of
Construction
Date of
Acquisition
Life on which depreciation in latest income statement is computed
Timberland Town Center—Beaverton, OR(4,401)20159/30/201650 years
Montecito Marketplace—Las Vegas, NV(6,223)20078/8/201750 years
Milford Crossing-Milford, MA(1,784)20171/29/202050 years
Patterson Place-Durham, NC(177)20105/31/202240 years
Silverado Square-Las Vegas, NV(190)20186/1/202250 years
Woodlawn Point Shopping Center-Marrietta, GA(338)19936/30/202240 years
Total Retail Properties(79,994)
Other Properties:
South Beach Parking Garage—Miami, FL(5,161)20011/28/201440 years
Total Other Properties(5,161)
Total Consolidated Properties:$(335,216)

Reconciliation of Real Estate
Consolidated Properties2019 2018 2017
Balance at beginning of year$1,797,585
 $1,854,297
 $1,744,317
Additions404,353
 67,513
 219,812
Assets sold/ written off(1,424) (2,214) (54,880)
Write-downs for impairment charges
 
 
Reclassed as held for sale
 (122,011) (54,952)
Balance at close of year$2,200,514
 $1,797,585
 $1,854,297
Consolidated Properties202220212020
Balance at beginning of year$3,608,923 $2,320,336 $2,200,514 
Additions885,330 1,372,562 161,947 
Assets sold/ written off(40,668)(36,438)(5,817)
Reclassed as held for sale— (47,537)(36,308)
Balance at close of year$4,453,585 $3,608,923 $2,320,336 
Reconciliation of Accumulated Depreciation
Consolidated Properties2019 2018 2017
Balance at beginning of year$135,480
 $112,132
 $88,870
Additions42,180
 39,833
 37,333
Assets sold/ written off(1,424) (2,214) (3,932)
Write-downs for impairment charges
 
 
Reclassed as held for sale
 (14,271) (10,139)
Balance at close of year$176,236
 $135,480

$112,132

Consolidated Properties202220212020
Balance at beginning of year$259,362 $219,833 $176,236 
Additions85,007 49,966 49,134 
Assets sold/ written off(9,153)(3,676)(2,118)
Write-downs for impairment charges— (1,822)— 
Reclassed as held for sale— (4,939)(3,419)
Balance at close of year$335,216 $259,362 $219,833 
F-40
F-41