Industrial Income Trust 8-K Material Modifications to Rights of Security Holders

Industrial Income Trust Inc.

Portfolio Update and Estimated Net Asset Value Summary

January 23, 2015

Exhibit 99.3

2

The information contained herein should be read in conjunction with, and is qualified by, the information in the Industrial Income Trust

Inc. (the “Company”

or “IIT”) Annual Report on Form 10-K for the year ended December 31, 2013 (the “Annual Report”) and in the

Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange

Commission (the “SEC”), including the “Risk Factors”

contained therein.  This presentation should also be read in conjunction with, and is

qualified by, the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2015 (the “Valuation 8-K”).  Please read the

Valuation 8-K for a more complete description of the limitations of and the methodologies and assumptions used to determine the

Company’s estimated net asset value per share.

The estimated NAV per share was calculated as of a moment in time, and, although the value of the Company’s common shares will

fluctuate over time as a result of, among other things, developments related to individual assets, changes in the real estate and capital

markets, sales of assets and payment of disposition fees and expenses in connection therewith, the distribution of sales proceeds to the

Company’s stockholders and changes in corporate policies such as the Company’s distribution level relative to earnings, the Company does

not undertake to update the estimated NAV per share on a regular

basis. As a result, stockholders should not rely on the estimated NAV

per share as being an accurate measure of the then-current value of shares of the Company’s common stock in making a decision to buy or

sell shares of the Company’s common stock, including whether to reinvest distributions by participating in the distribution reinvestment

plan and whether to request redemption under the Company’s share redemption program.

This presentation contains forward-looking statements that are based on the Company’s current expectations, plans, estimates,

assumptions and beliefs that involve numerous risks and uncertainties, including, without limitation, the Company’s ability to maintain

occupancy levels and lease rates at its properties, the Company’s ability to repay or successfully refinance its debt obligations, the future

operating performance of IIT’s investments, the level of participation in the Company’s distribution reinvestment plan, and those risks set

forth in the Annual Report on Form 10-K for the year ended December 31, 2013, as amended or supplemented by the Company’s other

filings with the SEC. Any of these statements could be inaccurate, and actual events or the Company’s investments and results of

operations could differ materially from those expressed or implied. To the extent that the Company’s assumptions differ from actual

results, the Company’s ability to meet such forward-looking statements may be significantly hindered. You are cautioned not to place

undue reliance on any forward-looking statements.

Forward-Looking Statements

3

IIT Offerings and Pricing Overview

Initial Offering:

•

Broke escrow March 2010, terminated April 2012

•

Raised approximately $1.0 billion, including DRP

•

Offering price of $10.00 per share

Follow-on Offering:

•

Commenced April 2012, terminated July 2013

•

Raised approximately $1.2 billion, including DRP

•

Offering price of $10.40 per share

Distribution Reinvestment Plan (“DRP”)

1

:

•

Initial

Offering

–

DRP

price

of

$9.50

per

share

(95%

of

initial

offering

price)

•

Follow-On

Offering

and

Subsequent

Offering

of

DRP

shares

–

DRP

price

of

$9.88

per

share

(95%

of

follow-on

offering

price)

1

Please

see

disclosure

later

in

this

presentation

concerning

the

new

DRP

price,

effective

as

of

March

1,

2015

4

IIT Portfolio and Capital Overview

Estimated as of December 31, 2014

Portfolio Summary Data:

•

First acquisition in June 2010

•

115 transactions, including two to be acquired assets described below

•

300 assets, 60.4 million square feet, 19 markets, more than 500 tenants

•

283 wholly-owned buildings

•

2 buildings owned in joint ventures

•

2 assets that are to be acquired upon anticipated building completion in the first half of

2015 pursuant to executed purchase contracts

•

6 buildings under development consisting of approximately 0.6 million square feet

•

7 undeveloped land assets consisting of approximately 75.4 acres

•

Gross book basis, including pro rata share of investments in unconsolidated

affiliates of $3.85 billion

Distribution Data

1

:

•

Have declared distributions in the amount of $0.15625 per share per quarter since

breaking escrow in the initial offering, which is equal to approximately $333.4

million in declared distributions through December 31, 2014

•

6.25% annualized distribution rate on $10.00 per share initial offering price

•

6.01% annualized distribution rate on $10.40 per share follow-on offering price

1

The

annualized

distribution

rate

based

on

the

estimated

NAV

per

share

of

$11.04

as

of

December

31,

2014

is

5.66%

5

IIT Balance Sheet Overview

Estimated as of December 31, 2014

Leverage:

•

Principal outstanding of approximately $2.0 billion, including approximately $1.13

billion of mortgage debt, $500.0 million of term loans and $343.0 million of line of

credit borrowings

•

Equates to approximately 52% of gross purchase price

•

Weighted average remaining term (including extension options) of

5.1 years

•

Weighted average annualized interest rate of 3.6%, adjusted for swaps

Other Assets / Liabilities:

•

Other assets include primarily acquisition deposits, pre-paid expenses and cash

•

Other liabilities include primarily tenant pre-paid rents, accounts payable and dividends

payable

Total Shares Outstanding of approximately 211.6 million

6

Estimated Net Asset Value (NAV) Process

1

Engaged Duff & Phelps, LLC (“Duff & Phelps”), an independent global valuation advisory and corporate

finance

consulting

firm,

to

provide

a

positive

assurance

opinion

as

to

the

reasonableness

of

the

Company’s methodologies, assumptions and valuation conclusions used in determining an estimated net

asset value (NAV) per share as of December 31, 2014 (the “Valuation Date”)

The

Company

utilized

the

following

asset

and

liability

valuation

methods:

•

293

assets

2

,

including

six

buildings

under

development

–

discounted

cash

flow,

assuming

the

rates

below, and sales comparison methodologies

•

Seven undeveloped land assets –

discounted cash flow approach for those assets intended to be

developed in the near term and the sales comparison approach otherwise

•

Fixed rate debt –

fair value method (“mark to market”)

3

•

Other assets and other liabilities –

carrying or book value

•

Estimated

disposition

fee

and

incentive

fee

adjustments

–

based

on

hypothetical

liquidation

of

the

Company and its assets on the Valuation Date

1

This presentation should be read in conjunction with, and is qualified by, the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2015

2

Includes two investments in unconsolidated affiliates and two assets that are to be acquired upon anticipated building completion in the first half of 2015 pursuant to

executed

purchase

contracts

3

Although the Company currently intends to retain its fixed-rate debt at least through the dates on which the Company is able to repay such debt without penalty, FMV of the

Company’s

fixed-rate

debt

assumes

such

debt

was

theoretically

replaced

on

the

Valuation

Date,

thus

resulting

in

a

negative

non-cash

mark

to

market

adjustment

Range of

Rates

Exit capitalization rate

5.50% to 8.00%

6.15%

Discount rate

5.75% to 9.00%

6.67%

Weighted-

Average Rate

7

Estimated Net Asset Value (NAV) Process

1

Duff

&

Phelps

reviewed

Company

and

3

rd

party

data,

including

but

not

limited

to

the

following:

•

Financial and operating information provided by the Company

•

Estimates

regarding

capitalization

rates,

discount

rates,

market

rents

and

associated

growth

rates

•

Market

publications

and

other

resources,

including

local

Duff

&

Phelps

market

expert

information,

to

measure

current

market

conditions,

comparable

property

and

lease

data,

supply

and

demand

factors,

growth

patterns

and

their

effect

on

subject

properties

•

Methodologies

for

each

property

level

valuation

completed

by

the

Company

•

Mark to market assumptions for each of the Company’s mortgage and credit facilities

•

Estimated disposition fee and incentive fee adjustments

•

Fully diluted common stock calculations

Duff

&

Phelps

representatives

performed

physical

inspections

of

approximately

23%

and

24%

of

the

Company’s

properties

based

on

total

square

footage

and

property

values,

respectively

Based

on

its

review,

Duff

&

Phelps

concluded

that

the

following

were

reasonable

and

provided

a

positive

assurance

opinion

on

the

Company

estimated

valuations:

•

Estimated

value

of

real

estate,

inclusive

of

underlying

property

assumptions

such

as

market

rents,

market

rent

growth,

exit

cap

rates

and

discount

rates

•

Estimated fair market value of fixed rate debt

•

Estimated value of other assets and liabilities

•

Estimated

disposition

and

incentive

fees

payable

to

the

Company’s

advisor

and

sponsor,

respectively

•

Total

shares

outstanding

as

of

the

Valuation

Date

1

This presentation should be read in conjunction with, and is qualified by, the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2015

8

Estimated Net Asset Value (NAV) Summary

1

Estimated as of December 31, 2014

On January 22, 2015, the Company’s board of directors (the “Board”) determined the 

estimated gross asset value, based on information as of the Valuation Date, of

approximately $2.459 billion or $11.62 per share

•

Determined

by

estimating

the

current

value

of

the

Company’s

assets

and

subtracting

the

estimated

market

value

of

its

liabilities

in

accordance

with

the

methodologies

and

assumptions

described

in

this

presentation

Estimated gross asset value was determined in accordance with the Investment Program

Association Practice Guideline 2013-01 titled “Valuations of Publicly Registered Non-Listed

REITs,”

issued April 29, 2013 (the “IPA Guideline”)

On January 22, 2015, the Board determined the estimated NAV as of the Valuation Date of

approximately $2.336 billion or $11.04 per share 

•

Determined by taking the gross asset value determined in accordance with the IPA Guideline

and subtracting estimated disposition fees and incentive fees payable to the Company’s

advisor and sponsor, respectively

Duff & Phelps opined that the valuation methodologies used by the Company and the

estimated NAV per share determined by the Board are reasonable

1

This presentation should be read in conjunction with, and is qualified by, the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2015

9

Estimated Net Asset Value (NAV) Summary

1

Estimated as of December 31, 2014

1

This presentation should be read in conjunction with, and is qualified by, the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2015

2

Includes two assets that are to be acquired upon anticipated building completion in the first half of 2015 pursuant to executed purchase contracts

Total In 000’s

Per Share

$4,544,868

$21.48

($1,984,695)

($9.38)

(52,839)

(0.25)

($2,085,979)

($9.86)

$2,458,889

$11.62

($90,897)

($0.43)

(31,743)

(0.15)

($122,640)

($0.58)

$2,336,249

$11.04

211,573

Real Property Assets

300 Total Real Property Assets

2

Liabilities

Debt Obligations

Debt Mark To Market Adjustments

Estimated Net Asset Value

Estimated Gross Asset Value

Total Liabilities

Shares Outstanding

(0.23)

Other Liabilities Net of Cash & Other Assets

Estimated Disposition Fee Adjustments

Estimated Incentive Fee Adjustments

Total Adjustments

(48,445)

10

Estimated Net Asset Value (NAV) Summary

1

Estimated as of December 31, 2014

The following factors, which could result in a premium or discount to NAV, were among the

factors not taken into consideration when determining estimated NAV:

•

Significant size and management of the Company’s portfolio

•

Synergies,

cost

savings

or

other

attributes

that

some

buyers

may

ascribe

•

Services provided by the Company’s advisor

•

The Company’s shares could trade at a premium or discount to NAV if the Company were to list its

shares on a national securities exchange

Sensitivity analysis of the estimated NAV was performed based on

+/-

25 basis point

movements in the following, holding all else constant:

•

Exit cap rates (estimated NAV assumes 6.15% weighted average exit cap rate)

•

Discount rates (estimated NAV assumes 6.67% weighted average discount rate)

•

Fair market value of fixed rate debt effective rate (estimated NAV assumes 3.27% versus 4.25%

contractual)

1

This presentation should be read in conjunction with, and is qualified by, the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2015

Decrease of

Decrease of

Increase of

Increase of

Sensitivity

25 basis points

25 basis points

25 basis points

25 basis points

(In Thousands)

(Per Share)

(In Thousands)

(Per Share)

Exit capitalization rate

$104,421

$0.49

($96,307)

($0.46)

Discount rate

$75,761

$0.36

($73,963)

($0.35)

Fair market value of debt effective rate

($15,804)

($0.07)

$15,540

$0.07

Increase (Decrease) to the Estimated NAV due to:

11

Summary of Estimated NAV

1

The

estimated

NAV

as

of

the

Valuation

Date

is

equal

to

approximately

$2.336 billion or $11.04 per share

The estimated NAV does not represent the fair value of the Company’s

assets less liabilities in accordance with U.S. generally accepted accounting

principles

The estimated NAV per share is not a representation, warranty or

guarantee that:

•

A stockholder would be able to realize the estimated NAV per share if such

stockholder attempts to sell his or her shares

•

A stockholder would ultimately realize distributions per share equal to the

estimated NAV per share upon the Company’s liquidation or sale

•

Shares of the Company’s common stock would trade at the estimated NAV per

share on a national securities exchange

•

A third party would offer the estimated NAV per share in an arm’s-length

transaction to purchase all or substantially all of the Company’s shares of common

stock

1

This presentation should be read in conjunction with, and is qualified by, the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2015

12

Summary of Amendments to

Distribution Reinvestment Plan and Share Redemption Plan

1,2

Under the amended distribution reinvestment plan and the amended

share redemption

program, which take effect on March 1, 2015, shares will be reinvested and redeemed,

respectively, at a price equal to 95% of the estimated NAV per share most recently

announced by the Company in a public filing with the SEC as of the date of the applicable

reinvestment or redemption

Participants in the Company’s distribution reinvestment plan may acquire shares at a price

equal to $10.49 per share, or 95% of the estimated NAV per share

beginning with

distributions declared for the first quarter of 2015, which are expected to be paid on or

before April 15, 2015

Beginning March 31, 2015, shares redeemed under the Company’s share redemption

program will be redeemed at a price of $10.49 per share

1

This presentation should be read in conjunction with, and is qualified by, the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2015

2

Stockholders’

ability to have their shares redeemed under the Company’s share redemption program is limited and the Board may, in its sole discretion, amend, suspend or

terminate the Company’s share redemption program and the Company’s distribution reinvestment plan