(a) Financial Statements Under Rule 3-14 of Regulation S-X

Report of Independent Auditors                                                 2
Combined Statements of Revenue and Certain Expenses for the nine months
ended September 30, 2012 (unaudited) and the years ended December 31, 2011,
2010 and 2009                                                                  3
Notes to Combined Statements of Revenue and Certain Expenses                   4

(b) Unaudited Pro Forma Condensed Consolidated Financial Information

STAG Industrial, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2012 9 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2012 10 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2011 11 Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements 12

(d) Exhibits

Exhibit No. Description

23.1 Consent of PricewaterhouseCoopers LLP

To STAG Industrial, Inc.:

We have audited the accompanying combined statements of revenue and certain expenses (the "Statements") of the STAG Investments II Portfolio for the years ended December 31, 2011, 2010 and 2009. These Statements are the responsibility of the management of STAG Investments II, LLC. Our responsibility is to express an opinion on these Statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statements. We believe that our audits provide a reasonable basis for our opinion.

The accompanying Statements were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Form 8-K/A of STAG Industrial, Inc.), as described in note 2 and are not intended to be a complete presentation of STAG Investments II Portfolio's combined revenue and expenses.

In our opinion, the Statements referred to above present fairly, in all material respects, the combined revenue and certain expenses, as described in note 2, of the STAG Investments II Portfolio for the years ended December 31, 2011, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

December 13, 2012

                         STAG Investments II Portfolio



              Combined Statements of Revenue and Certain Expenses



                             (dollars in thousands)



                            Nine Months Ended       Year Ended        Year Ended        Year Ended
                              September 30,        December 31,      December 31,      December 31,
                                  2012                 2011              2010              2009
                                Unaudited
Revenue
Rental income              $            11,134    $       15,263    $       15,515    $       15,141
Tenant recoveries          $             1,393    $        1,415    $        1,234    $        1,467

Total revenue              $            12,527    $       16,678    $       16,749    $       16,608

Certain expenses
Cost of rental
operations                 $               939    $        1,654    $        1,433    $        1,581
Real estate taxes and
insurance                  $             1,542    $        1,503    $        1,635    $        1,671

Certain expenses           $             2,481    $        3,157    $        3,068    $        3,252

Revenue in excess of
certain expenses           $            10,046    $       13,521    $       13,681    $       13,356

The accompanying notes are an integral part to the combined statements of revenue and certain expenses.

1. Organization

On October 9, 2012, STAG Industrial Inc. ("STAG") acquired 31 industrial properties from STAG Investments Holdings II, LLC, a wholly owned subsidiary of STAG Investments II, LLC (the "Fund"), which are related parties of STAG through common management. Subsequently, on October 31, 2012, STAG acquired one additional industrial property from the Fund. STAG and its predecessor served as the asset manager of the Fund for all periods presented.

STAG Investments II Portfolio (the "Properties"), which is not a legal entity as presented in these combined statements of revenue and certain expenses ("Statements"), represents the combination of 32 industrial properties acquired by STAG which are located in 10 states throughout the United States. The accompanying Statements relate to the operations of the Properties.

The Properties were acquired by STAG Investments Holdings II, LLC prior to January 1, 2009.

2. Significant Accounting Policies

(a) Basis of Presentation

The accompanying Statements relate to the Properties and have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended, and accordingly, are not representative of the actual results of operations of the Properties for the nine months ended September 30, 2012 and for the years ended December 31, 2011, 2010 and 2009, due to the exclusion of the following revenue and expenses which may not be comparable to the proposed future operations of the Properties:

† Depreciation and amortization

† Interest income and expense

† Amortization of above and below market leases

† Other miscellaneous revenue and expenses not directly related to the proposed future operations of the Properties

Because these Properties were acquired from a related party, these Statements have been prepared for the nine months ended September 30, 2012 and years ended December 31, 2011, 2010 and 2009 of ownership. The Statements are presented on a combined basis as the Properties were under common management for all periods being presented.

(b) Revenue Recognition

Rental revenue is recognized on a straight-line basis over the term of the related leases when collectability is reasonably assured. Differences between rental revenue earned and amounts due under the leases are charged or credited, as applicable, to accrued rental revenue. The impact of the straight-line rent adjustment increased revenue by approximately $117, $183, $698 and $121 for the nine months ended September 30, 2012 (unaudited) and for the years ended December 31, 2011, 2010 and 2009, respectively. Tenant recoveries represent additional rents from expense reimbursements for insurance, real estate taxes, and certain other expenses and are recognized in the period in which the related expenses are incurred.

Certain tenants make payments for insurance, real estate taxes and certain other expenses and these costs, which have been assumed by the tenants under the terms of their respective leases, are not reflected in the Properties' financial statements. Management estimates that real estate taxes, which are the responsibility of these certain tenants, were approximately $900, $1,600, $1,600, and $1,800 for the nine months ended September 30, 2012 (unaudited), the years ended December 31, 2011, 2010, and 2009, respectively. In instances whereby the tenant has assumed the cost for insurance, real estate taxes, and certain other expenses, no recovery revenue has been reflected in the Statements.

Rental revenue from month-to-month leases or leases with no scheduled rent increases or other adjustments is recognized on a monthly basis when earned.

(c) Use of Estimates

Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenue and certain expenses during the reporting period to prepare the Statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.

(d) Unaudited Interim Statement

The statement of revenue and certain expenses for the nine months ended September 30, 2012 is unaudited. In the opinion of management, the Statement reflects all adjustments necessary for a fair presentation of the results of the interim period. All such adjustments are of a normal recurring nature.

3. Description of Leasing Arrangements

The Properties are leased to tenants primarily under non-cancelable operating leases which vary in length.

Future minimum base rentals on non-cancelable operating leases as of December 31, 2011, are as follows:

2012   $ 13,295
2013     11,016
2014      7,234
2015      3,990
2016      2,954

The above future minimum lease payments exclude tenant reimbursements, amortization of accrued rental revenue and above/below-market lease intangibles. Some leases are subject to termination options. In general, these leases provide for termination payments should the termination options be exercised. The above table is prepared assuming such options are not exercised.

Certain leases provide for payments that represent reimbursements for related expenses incurred under existing ground leases.

4. Ground Lease Commitments

Two adjacent buildings are subject to one non-cancelable operating ground lease agreement which commenced on May 1, 1994 and has a forty year term expiring April 30, 2034. The ground lease provides for monthly minimum rent and future rent increases. For the nine months ended September 30, 2012 (unaudited) and for the years ended December 31, 2011, 2010 and 2009, the Properties expensed ground lease payments under these operating leases in the amount of $109, $146, $146, and $138, respectively. Rent adjustments are every five years on the basis of increases in the Consumer Price Index (CPI) or fair market value pursuant to certain clauses in the lease agreement.

Future minimum ground lease commitments on non-cancelable operating ground leases as of December 31, 2011, are as follows:

2012   $ 146
2013     146
2014     146
2015     146
2016     146

One building is subject to a non-cancelable operating ground lease agreement which commenced on October 28, 1996 and is set to expire on December 31, 2038. The ground lease provides for monthly ground rent and future rent increases. Rent adjustments are every five years on the basis of increases in the Consumer Price Index (CPI) pursuant to certain clauses in the lease agreement. The tenant in the building is obligated to pay directly to the land owner their obligations under their lease related to the ground lease payments assumed by the tenant. These ground lease payments are not reflected in the Properties' Statements of Revenue and Certain Expenses. To the extent the tenant fails to make the ground lease payments, the Properties would recognize the expense for the obligation. The Properties estimate that the ground lease payments, which are the responsibility of the tenant, were approximately $110, $142, $164, and $143 for the nine months ended September 30, 2012 (unaudited) and the years ended December 31, 2011, 2010, and 2009, respectively.

5. Commitments and Contingencies

The Properties are subject to legal claims and disputes in the ordinary course of business. Management believes that the ultimate settlement of any existing potential claims and disputes would not have a material impact on the Properties' revenue and certain operating expenses.

6. Subsequent Events

Management has evaluated the events and transactions that have occurred through December 13, 2012, the date which the Statements were available to be issued, and noted no items requiring adjustment to the Statements or additional disclosure.

The unaudited pro forma condensed consolidated financial statements (including notes thereto) of STAG Industrial, Inc. (the "Company") are qualified in their entirety and should be read in conjunction with the historical financial statements included elsewhere in this Current Report on Form 8-K, as well as the Company's Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 9, 2012 and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission on November 8, 2012.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2012, reflects the financial position of the Company as if the acquisitions described in the notes to the unaudited pro forma condensed consolidated financial statements had been completed on September 30, 2012. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2011 and the nine months ended September 30, 2012 are presented as if the acquisitions by the Company had occurred on January 1, 2011.

Such pro forma information is based upon the historical consolidated results of operations of the Company for the nine months ended September 30, 2012 and the year ended December 31, 2011, giving effect to the STAG Investment Holding II, LLC acquisitions for a total purchase price of $132.6 million, excluding closing costs:

                                                 # of
Property Description          Market           Buildings    Date Acquired   Square Footage
STAG Auburn Hills,     Auburn Hills, MI            1          10/9/2012             87,932
LLC
STAG El Paso, LP       El Paso, TX                 1          10/9/2012            269,245
STAG Gloversville 1,   Gloversville, NY            1          10/9/2012             50,000
LLC
STAG Gloversville 2,   Gloversville, NY            1          10/9/2012            101,589
LLC
STAG Gloversville 3,   Gloversville, NY            1          10/9/2012             26,529
LLC
STAG Gloversville 4,   Gloversville, NY            1          10/9/2012             59,965
LLC
STAG Greenwood 2,      Greenwood, SC               1          10/9/2012             70,100
LLC
STAG Greenwood 1,      Greenwood, SC               1          10/9/2012            104,955
LLC
STAG Holland 3, LLC    Holland, MI                 1          10/9/2012            195,000
STAG Independence,     Independence, VA            1          10/9/2012            120,000
LLC
STAG Jackson, LLC      Jackson, TN                 1          10/9/2012            250,000
STAG Johnstown 1,      Johnstown, NY               1          10/9/2012             52,500
LLC
STAG Johnstown 2,      Johnstown, NY               1          10/9/2012             60,000
LLC
STAG Johnstown 3,      Johnstown, NY               1          10/9/2012             42,325
LLC
STAG Johnstown 4,      Johnstown, NY               1          10/9/2012             57,102
LLC
STAG Kansas City,      Kansas City, KS             1          10/9/2012             56,580
LLC
STAG Layfayette 1,     Lafayette, IN               1          10/9/2012             71,400
LLC
STAG Layfayette 2,     Lafayette, IN               1          10/9/2012            120,000
LLC
STAG Layfayette 3,     Lafayette, IN               1          10/9/2012            275,000
LLC
STAG Lansing 3, LLC    Lansing, MI                 1          10/9/2012            250,100
STAG Marion, LLC       Marion, IN                  1          10/9/2012            249,600
STAG Novi, LLC         Novi, MI                    1          10/9/2012            120,800
STAG O'Hara, LLC       O'Hara Township, PA         1          10/9/2012            887,084
STAG Parsons, LLC      Parsons, KS                 1          10/9/2012            120,000
STAG Phenix City,      Phenix City, AL             1          10/9/2012            117,568
LLC
STAG Portage, LLC      Portage, IN                 1          10/9/2012            212,000
STAG Ware Shoals,      Ware Shoals, SC             1          10/9/2012             20,514
LLC
STAG Wichita 1, LLC    Wichita, KS                 1          10/9/2012             80,850
STAG Wichita 2, LLC    Wichita, KS                 1          10/9/2012            120,000
STAG Wichita 3, LLC    Wichita, KS                 1          10/9/2012             44,760
STAG Wichita 4, LLC    Wichita, KS                 1          10/9/2012             47,700
STAG Sterling          Sterling Heights, MI        1         10/31/2012            108,000
Heights, LLC
                                                  32                             4,449,198

In management's opinion, all adjustments necessary to reflect the above transactions have been made. The unaudited pro forma condensed consolidated statements of operations should be read in conjunction with the historical financial statements and notes thereto of the Company included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 9, 2012 and the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission on November 8, 2012.

The Company's "predecessor" for accounting purposes is STAG Predecessor Group (or "Predecessor"), which is not a legal entity, but a collection of the real estate entities that were owned by STAG Investments III, LLC prior to the Company's initial public offering in April 2011 (the "IPO"). Prior to the IPO, STAG Predecessor Group also was engaged in the business of owning, leasing and operating real estate consisting primarily of industrial properties located throughout the United States. The financial information contained in this report that relates to the time periods on or prior to April 19, 2011 is the Predecessor's financial information; the financial information contained in this report for any time period on or after April 20, 2011 is the Company's financial information. The Company did not have any operating activity before April 20, 2011 and, as a result of the Company's IPO and related formation transactions, is substantially different from STAG Predecessor Group.

The unaudited pro forma condensed consolidated financial statements as of September 30, 2012 and for the year ended December 31, 2011 and the nine months ended September 30, 2012 are not necessarily indicative of what the Company's actual financial condition would have been at September 30, 2012 or what the Company's actual results of operations would have been assuming the transactions had occurred as of January 1, 2011, nor do they purport to represent the Company's financial condition or results of operations for future periods.

                                                  STAG
                                               Industrial     STAG Investments       Company
                                                  Inc.          II Portfolio        Pro Forma
                                                  (A)                (B)
Assets
Rental property
Land                                          $     90,337    $           8,508    $    98,845
Buildings                                          517,030               89,189        606,219
Tenant improvements                                 31,586                2,396         33,982
Building and land improvements                      16,836                3,281         20,117
Less: accumulated depreciation                     (41,881 )                  -        (41,881 )
Total rental property, net                         613,908              103,374        717,282

Cash and cash equivalents                           10,684                    -         10,684
Restricted cash                                      5,768                    -          5,768
Tenants accounts receivable, net                     7,100                    -          7,100
Prepaid expenses and other assets                    5,706                    -          5,706
Deferred financing fees, net                         3,646                    -          3,646
Leasing commissions, net                             1,335                    -          1,335
Goodwill                                             4,923                    -          4,923
Due from related parties                               375                    -            375
Deferred leasing intangibles, net                  150,466               30,349        180,815
Total assets                                  $    803,911    $         133,723    $   937,634

Liabilities and Equity
Liabilities:
Mortgage notes payable                             161,894                    -        161,894
Unsecured credit facility                           12,000              132,649        144,649
Unsecured term loan                                100,000                    -        100,000
Accounts payable, accrued expenses and
other liabilities                                    8,179                    -          8,179
Interest rate swaps                                    577                    -            577
Tenant prepaid rent and security deposits            3,970                    -          3,970
Dividends and distributions payable                 12,772                    -         12,772
Deferred leasing intangibles, net                    5,513                1,074          6,587
Total liabilities                                  304,905              133,723        438,628

Equity:
Preferred stock                                     69,000                    -         69,000
Common stock                                           349                    -            349
Additional paid-in capital                         408,834                    -        408,834
Common stock dividends in excess of
earnings                                           (47,916 )                  -        (47,916 )
Accumulated other comprehensive loss                  (427 )                  -           (427 )
Total stockholders' equity                         429,840                    -        429,840
Noncontrolling interest                             69,166                    -         69,166
Total equity                                       499,006                    -        499,006
Total liabilities and equity                  $    803,911    $         133,723    $   937,634

See accompanying notes to pro forma condensed consolidated financial statements.

                     STAG Industrial, Inc. and Subsidiaries



       Unaudited Pro Forma Condensed Consolidated Statement of Operations



                  For the Nine Months Ended September 30, 2012



                 (dollars in thousands, except per share data)



                            STAG Industrial     STAG Investments      Pro Forma          Total Pro Forma         Company
                                 Inc.             II Portfolio       Adjustments           Adjustments          Pro Forma
                                 (AA)                 (BB)
Revenue
Rental income              $          52,448   $           11,046   $           -                  11,046      $    63,494
Tenant recoveries                      6,283                1,393               -                   1,393            7,676
Other income                             982                    -             (66 )(CC)               (66 )            916
Total revenue                         59,713               12,439             (66 )                12,373           72,086

Expenses
Property                               9,255                2,481               -                   2,481           11,736
General and
administrative                         9,962                    -               -                       -            9,962
Property acquisition
costs                                  2,509                    -               -                       -            2,509
Depreciation and
amortization                          28,465               11,615               -                  11,615           40,080
Loss on impairment                     4,563                    -               -                       -            4,563
Other expenses                           146                    -               -                       -              146
Total expenses                        54,900               14,096               -                  14,096           68,996

Other income (expense)
Interest income                           17                    -                                       -               17
Interest expense                     (11,888 )             (3,406 )           127 (DD)             (3,279 )        (15,167 )
Gain on interest rate
swaps                                    215                    -               -                       -              215
Offering costs                           (68 )                  -               -                       -              (68 )
Loss on extinguishment
of debt                                 (929 )                  -               -                       -             (929 )
Total other income
(expense)                            (12,653 )             (3,406 )           127                  (3,279 )        (15,932 )
Net loss from continuing
operations                 $          (7,840 ) $           (5,063 ) $          61       $          (5,002 )    $   (12,842 )
. . .