UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38342 INDUSTRIAL LOGISTICS PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 82-2809631 (State or Other Jurisdiction of Incorporation or O ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38342 INDUSTRIAL LOGISTICS PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 82-2809631 (State or Other Jurisdiction of Incorporation or Organi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR Maryland 82-2809631 (IRS Employer Identification No.) Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634 (Address of Principal Executive Offices) (Zip Code) 617-219-1460 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the ...

Debt and Financing - The company has a $750.0 million unsecured revolving credit facility for working capital and acquisition funding[48]. - A $650.0 million mortgage loan was obtained in January 2019, maturing in February 2029, secured by 186 properties in Hawaii totaling approximately 9.6 million square feet[48]. - The company has no policies limiting the amount of debt or mortgages on properties, allowing flexibility in financing[49]. - As of December 31, 2018, the outstanding fixed rate debt consisted of a mortgage note with a principal balance of $48.75 million and an interest rate of 3.99%[361]. - The mortgage note requires interest-only payments until maturity, with annual interest cost increasing or decreasing by approximately $488 for each one percentage point change in the interest rate[362]. - A hypothetical immediate one percentage point change in the interest rate would change the fair value of the fixed rate debt obligation by approximately $887[364]. - The company obtained a $650,000 mortgage loan secured by 186 properties, with a fixed interest rate of 4.31% per annum, maturing on February 7, 2029[365]. - As of December 31, 2018, the company had $413,000 in floating rate debt under its revolving credit facility, which matures on December 29, 2021[366]. - A one percentage point increase in interest rates would raise the annual floating rate interest expense from $15,735 to $19,865, impacting earnings per share from $0.25 to $0.31[367]. - If fully drawn on the revolving credit facility, a one percentage point increase in interest rates would increase annual interest expense from $28,575 to $36,075, affecting earnings per share from $0.45 to $0.56[368]. - The company is vulnerable to fluctuations in floating interest rates, which will vary with changes in the outstanding amounts of its revolving credit facility and other floating rate debt[369]. - LIBOR is expected to be phased out in 2021, and the company may need to revise its interest rate determination under its credit facility[370]. - The company cannot guarantee that the replacement for LIBOR will approximate the current calculation method[371]. Environmental Liabilities - As of December 31, 2018, the company reserved approximately $6.9 million for potential environmental liabilities[59]. - The company does not have insurance to limit losses from environmental conditions, which may pose financial risks[59]. Property Management and Operations - The company’s Mainland Properties are fully leased, with rent increases possible upon lease expirations starting in 2020[54]. - A build-to-suit expansion of 194,000 square feet at the Ankeny, IA property resulted in a lease extension of approximately seven years and a 2% annual rent increase[54]. - The company’s leases generally require tenants to cover insurance costs for the properties, mitigating financial risk for the company[68]. - Legislative and regulatory developments may impact the ownership and operation of properties, potentially leading to additional expenditures[69]. REIT Compliance and Taxation - The company intends to elect to be taxed as a REIT starting with the 2018 taxable year, which will allow it to avoid federal income tax on distributed net income[78]. - The company believes it has operated in a manner that qualifies it for REIT taxation since its 2018 taxable year[81]. - If the company fails to qualify as a REIT, it would be subject to federal income tax as a C corporation, potentially leading to significant tax liabilities and reduced cash available for distribution[82]. - The company’s compliance with various REIT qualification tests is crucial for maintaining its tax status, and failure to comply could result in significant tax liabilities[82]. - The company has not received a ruling from the IRS regarding its REIT status, which means its tax treatment could be subject to change[74]. - The company must distribute at least 85% of its REIT ordinary income and 95% of its REIT capital gain net income to avoid a 4% nondeductible excise tax on excess distributions[1]. - The company is subject to a $50,000 penalty for each failure to meet REIT qualification requirements due to reasonable cause and not willful neglect[1]. - The company believes it has met all REIT qualification conditions during the requisite periods and will continue to do so in the future[89]. - The company restricts share transfers to comply with ownership requirements, ensuring that concentrated ownership positions do not jeopardize REIT status[90]. - The company can own up to 20% of its total assets in Taxable REIT Subsidiaries (TRSs) without affecting its REIT status[96]. - At least 75% of the company's gross income must be derived from real property-related investments to maintain REIT qualification[101]. - The company may face a 100% excise tax on excessive payments made by TRSs to the affiliated REIT that exceed arm's length terms[99]. - The company expects to maintain compliance with TRS requirements and utilize net operating losses to reduce federal income tax liability[98]. - The company may invest in real estate through partnerships, treating its proportionate share of income and assets for REIT qualification purposes[94]. - The company anticipates that any subsidiary formed or acquired will qualify for taxation as a REIT, maintaining compliance with all applicable requirements[95]. - The company aims to ensure that income generated by investments satisfies both the 75% and 95% gross income tests, but cannot guarantee success in this regard[102]. - To qualify as "rents from real property," the company must meet several requirements, including that rent received generally must not be based on the income or profits of any person[102]. - The company believes that all or substantially all of its rents and related service charges have qualified and will continue to qualify as "rents from real property" for purposes of Section 856 of the IRC[103]. - The company intends to structure activities to avoid prohibited transactions and conduct such activities through TRSs, but cannot guarantee that the IRS will not assert that some dispositions are subject to the 100% penalty tax[107]. - The company believes that any gain from future asset dispositions will generally qualify as income satisfying the 75% and 95% gross income tests[108]. - At least 75% of the value of total assets must consist of "real estate assets," including real property and interests in mortgages on real property[110]. - Not more than 25% of total assets may be represented by securities other than those that count favorably toward the 75% asset test[110]. - The company must satisfy the asset percentage tests at the close of each calendar quarter to qualify for taxation as a REIT[112]. - The company has maintained records of asset values to document compliance with the asset tests and intends to take actions to cure any failures within specified timeframes[115]. - The company must make annual distributions to shareholders at least equal to the excess of 90% of its "real estate investment trust taxable income" and 90% of its net income after tax from foreclosure properties[117]. - If the company fails to meet the 90% distribution requirement, it may be subject to a 4% nondeductible excise tax on undistributed amounts[120]. - The company may need to arrange new debt or equity financing to meet distribution requirements if it lacks sufficient cash or liquid assets[121]. - Deficiency dividends can be paid in a later year to rectify insufficient dividends, but an interest charge will apply for the delay[122]. - Upon acquiring C corporations, the company must distribute all inherited C corporation earnings and profits by the end of the taxable year to maintain REIT qualification[127]. - The company generally depreciates real property on a straight-line basis over 40 years and personal property over shorter applicable periods[128]. - If the company acquires assets from a C corporation, it may be subject to corporate income taxation on built-in gains if sold within five years[125]. Shareholder Communication and Governance - RMR LLC, the management company, has over 600 full-time employees providing services to the company[67]. - The company’s governance guidelines and code of conduct are available on its website, ensuring transparency and accountability[70]. - Shareholders can communicate with the Board of Trustees through designated channels, promoting shareholder engagement[70]. Tax Implications for Shareholders - The company’s dividends are not generally entitled to preferential tax rates on qualified dividend income, but a portion may be treated as capital gain dividends[79]. - The company has no preferred shares outstanding at this time, meaning all distributions are made on common shares[80]. - Ordinary dividends are generally taxed at higher federal income tax rates, while capital gain dividends may be taxed at preferential rates[135]. - The company expects to maintain compliance with REIT asset tests and distribution requirements to avoid federal income tax liabilities[116]. - The company may elect to retain net capital gain income and treat it as constructively distributed, impacting U.S. shareholders' tax obligations[138]. - Long-term capital gains recognized on the disposition of shares will be subject to specific tax treatments, including a maximum 25% federal income tax rate for certain distributions[140]. - Distributions in excess of current or accumulated earnings will not be taxable to U.S. shareholders up to their adjusted tax basis in shares, potentially resulting in capital gains taxation for excess amounts[140]. - U.S. shareholders are generally required to pay a 3.8% Medicare tax on net investment income, including dividends and gains from share dispositions[143]. - Non-U.S. shareholders' distributions not designated as capital gain dividends will be treated as ordinary income dividends, generally subject to a 30% federal income tax withholding[151]. - The company expects that non-U.S. shareholders' gains on the sale of shares will not be subject to U.S. federal income taxation if shares are listed on a U.S. national securities exchange[156]. - Tax treaties may reduce withholding obligations on distributions, but specific conditions must be met for lower rates to apply[154]. - The company believes it qualifies as a "domestically controlled" REIT, which would exempt non-U.S. shareholders from U.S. federal income taxation on gains from share sales[157]. - Non-U.S. shareholders may seek refunds from the IRS for amounts withheld on distributions exceeding their allocable share of current and accumulated earnings[152]. - The company will notify U.S. shareholders of relevant tax information within sixty days after the close of the affected taxable year if it retains net capital gains[138].