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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-Q





(Mark One)



|[X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008

OR



|[   ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|----- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number 001-33201





DCT INDUSTRIAL TRUST INC.

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Maryland                                                      |  | 82-0538520                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|518 Seventeenth Street, Suite 1700Denver, Colorado            |  | 80202                              
|(Address of principal executive offices)                      |  | (Zip Code)                         

(303) 597-2400

(Registrants telephone number, including area code)

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  [X]    No  [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                             |  |                                               |  |                                 
|---------------------------- |  | --------------------------------------------- |  | --------------------------------
|Large accelerated filer  [X] |  |                                               |  | Accelerated filer  [   ]        
|                             |  |                                              
|Non-accelerated filer  [   ] |  | (Do not check if a smaller reporting company) |  | Smaller reporting company  [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes  [   ]    No  [X]





As of April 30, 2008, 171,694,887 shares
of common stock of DCT Industrial Trust Inc., par value $0.01 per share, were outstanding.









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DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Index to Form 10-Q



|           |  |                                                                                                                                   |  |     
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                                   |  | Page
|PART I.    |  | FINANCIAL INFORMATION                                                                                                             |  |     
|           |  |                                                                                                                                  
|Item 1.    |  | Financial Statements:                                                                                                             |  |     
|           |  | Consolidated Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007                                                |  | 1   
|           |  | Consolidated Statements of Operations for the Three Months Ended March 31, 2008 and 2007 (unaudited)                              |  | 2   
|           |  | Consolidated Statement of Stockholders Equity and Other Comprehensive Loss for the Three Months Ended March 31, 2008 (unaudited) |  | 3   
|           |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2008 and 2007 (unaudited)                              |  | 4   
|           |  | Notes to Consolidated Financial Statements (unaudited)                                                                            |  | 5   
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                             |  | 21  
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                        |  | 39  
|Item 4.    |  | Controls and Procedures                                                                                                           |  | 40  
|           |  |                                                                                                                                  
|PART II.   |  | OTHER INFORMATION                                                                                                                 |  |     
|           |  |                                                                                                                                  
|Item 1.    |  | Legal Proceedings                                                                                                                 |  | 40  
|Item 1A.   |  | Risk Factors                                                                                                                      |  | 40  
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                       |  | 40  
|Item 3.    |  | Defaults upon Senior Securities                                                                                                   |  | 40  
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                                               |  | 40  
|Item 5.    |  | Other Information                                                                                                                 |  | 40  
|Item 6.    |  | Exhibits                                                                                                                          |  | 41  
|           | 
|SIGNATURES |  | 42                                                                                                                               



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DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share information)



|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                                 |  | March 31,2008 |             |   | December 31,2007 |  
|ASSETS                                                                                                                                                                           |  |               | (unaudited) |   |                  |   |           |  
|Land                                                                                                                                                                             |  | $             | 517,946     |   |                  | $ | 519,584   |  
|Buildings and improvements                                                                                                                                                       |  |               | 2,166,152   |   |                  |   | 2,139,961 |  
|Intangible lease assets                                                                                                                                                          |  |               | 187,510     |   |                  |   | 188,079   |  
|Construction in progress                                                                                                                                                         |  |               | 34,815      |   |                  |   | 35,282    |  
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|Total Investment in Properties                                                                                                                                                   |  |               | 2,906,423   |   |                  |   | 2,882,906 |  
|Less accumulated depreciation and amortization                                                                                                                                   |  |               | (339,922    | ) |                  |   | (310,691  | )
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|Net Investment in Properties                                                                                                                                                     |  |               | 2,566,501   |   |                  |   | 2,572,215 |  
|Investments in and advances to unconsolidated joint ventures                                                                                                                     |  |               | 114,419     |   |                  |   | 102,750   |  
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|Net Investment in Real Estate                                                                                                                                                    |  |               | 2,680,920   |   |                  |   | 2,674,965 |  
|Cash and cash equivalents                                                                                                                                                        |  |               | 24,660      |   |                  |   | 30,481    |  
|Notes receivable                                                                                                                                                                 |  |               | 23,123      |   |                  |   | 27,398    |  
|Deferred loan costs, net                                                                                                                                                         |  |               | 4,448       |   |                  |   | 4,828     |  
|Deferred loan costs  financing obligations, net                                                                                                                                 |  |               |            |   |                  |   | 1,345     |  
|Straight-line rent and other receivables                                                                                                                                         |  |               | 27,978      |   |                  |   | 26,879    |  
|Other assets, net                                                                                                                                                                |  |               | 10,875      |   |                  |   | 13,096    |  
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|                                                                                                                                                                                 |  |              
|Total Assets                                                                                                                                                                     |  | $             | 2,772,004   |   |                  | $ | 2,778,992 |  
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|                                                                                                                                                                                 |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                             |  |               |             |   |                  |   |           |  
|Liabilities:                                                                                                                                                                     |  |               |             |   |                  |   |           |  
|Accounts payable and accrued expenses                                                                                                                                            |  | $             | 26,617      |   |                  | $ | 31,267    |  
|Distributions payable                                                                                                                                                            |  |               | 33,274      |   |                  |   | 32,994    |  
|Tenant prepaids and security deposits                                                                                                                                            |  |               | 14,526      |   |                  |   | 13,896    |  
|Other liabilities                                                                                                                                                                |  |               | 11,047      |   |                  |   | 8,117     |  
|Intangible lease liability, net                                                                                                                                                  |  |               | 8,041       |   |                  |   | 9,022     |  
|Line of credit                                                                                                                                                                   |  |               | 145,000     |   |                  |   | 82,000    |  
|Senior unsecured notes                                                                                                                                                           |  |               | 425,000     |   |                  |   | 425,000   |  
|Mortgage notes                                                                                                                                                                   |  |               | 618,101     |   |                  |   | 649,568   |  
|Financing obligations                                                                                                                                                            |  |               |            |   |                  |   | 14,674    |  
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|Total Liabilities                                                                                                                                                                |  |               | 1,281,606   |   |                  |   | 1,266,538 |  
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|                                                                                                                                                                                 |  |              
|Minority interests                                                                                                                                                               |  |               | 356,061     |   |                  |   | 349,782   |  
|Stockholders equity:                                                                                                                                                            |  |               |             |   |                  |   |           |  
|Preferred stock, $0.01 par value, 50,000,000 shares authorized, none outstanding                                                                                                 |  |               |            |   |                  |   |          |  
|Shares-in-trust, $0.01 par value, 100,000,000 shares authorized, none outstanding                                                                                                |  |               |            |   |                  |   |          |  
|Common stock, $0.01 par value, 350,000,000 shares authorized, 168,385,903 and 168,379,863 shares issued and outstanding as of March 31,
2008 and December 31, 2007, respectively |  |               | 1,684       |   |                  |   | 1,684     |  
|Additional paid-in capital                                                                                                                                                       |  |               | 1,593,352   |   |                  |   | 1,593,165 |  
|Distributions in excess of earnings                                                                                                                                              |  |               | (452,793    | ) |                  |   | (426,210  | )
|Accumulated other comprehensive loss                                                                                                                                             |  |               | (7,906      | ) |                  |   | (5,967    | )
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|Total Stockholders Equity                                                                                                                                                       |  |               | 1,134,337   |   |                  |   | 1,162,672 |  
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  
|Total Liabilities and Stockholders Equity                                                                                                                                       |  | $             | 2,772,004   |   |                  | $ | 2,778,992 |  
|                                                                                                                                                                                 |  |               |             |   |                  |   |           |  

The accompanying notes are an integral part of these Consolidated Financial Statements.



1



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##### Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited, in thousands, except per share information)



|                                                                        |  |                             |         |   |      |   |         |  
|----------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                        |  | Three Months EndedMarch 31, |        
|                                                                        |  | 2008                        |         |   | 2007 |  
|REVENUES:                                                               |  |                             |         |   |      |   |         |  
|Rental revenues                                                         |  | $                           | 65,463  |   |      | $ | 64,860  |  
|Institutional capital management and other fees                         |  |                             | 860     |   |      |   | 746     |  
|                                                                        |  |                             |         |   |      |   |         |  
|Total Revenues                                                          |  |                             | 66,323  |   |      |   | 65,606  |  
|                                                                        |  |                             |         |   |      |   |         |  
|                                                                        |  |                            
|OPERATING EXPENSES:                                                     |  |                             |         |   |      |   |         |  
|Rental expenses                                                         |  |                             | 8,704   |   |      |   | 7,837   |  
|Real estate taxes                                                       |  |                             | 8,632   |   |      |   | 8,497   |  
|Real estate related depreciation and amortization                       |  |                             | 29,103  |   |      |   | 28,695  |  
|General and administrative                                              |  |                             | 5,882   |   |      |   | 4,056   |  
|                                                                        |  |                             |         |   |      |   |         |  
|Total Operating Expenses                                                |  |                             | 52,321  |   |      |   | 49,085  |  
|                                                                        |  |                             |         |   |      |   |         |  
|                                                                        |  |                            
|Operating Income                                                        |  |                             | 14,002  |   |      |   | 16,521  |  
|                                                                        |  |                            
|OTHER INCOME AND EXPENSE:                                               |  |                             |         |   |      |   |         |  
|Equity in income of unconsolidated joint ventures, net                  |  |                             | 287     |   |      |   | 74      |  
|Interest expense                                                        |  |                             | (14,550 | ) |      |   | (16,821 | )
|Interest income and other                                               |  |                             | 434     |   |      |   | 982     |  
|Income taxes                                                            |  |                             | (549    | ) |      |   | (471    | )
|                                                                        |  |                             |         |   |      |   |         |  
|                                                                        |  |                            
|Income (Loss) Before Minority Interests                                 |  |                             | (376    | ) |      |   | 285     |  
|Minority interests                                                      |  |                             | 109     |   |      |   | 45      |  
|                                                                        |  |                             |         |   |      |   |         |  
|                                                                        |  |                            
|Income (Loss) From Continuing Operations                                |  |                             | (267    | ) |      |   | 330     |  
|Income from discontinued operations                                     |  |                             | 289     |   |      |   | 8,276   |  
|                                                                        |  |                             |         |   |      |   |         |  
|Income Before Gain On Dispositions Of Real Estate Interests             |  |                             | 22      |   |      |   | 8,606   |  
|                                                                        |  |                            
|Gain on dispositions of real estate interests, net of minority interest |  |                             | 362     |   |      |   | 6,749   |  
|                                                                        |  |                             |         |   |      |   |         |  
|                                                                        |  |                            
|NET INCOME                                                              |  | $                           | 384     |   |      | $ | 15,355  |  
|                                                                        |  |                             |         |   |      |   |         |  
|                                                                        |  |                            
|INCOME PER COMMON SHARE  BASIC:                                        |  |                             |         |   |      |   |         |  
|Income (Loss) From Continuing Operations                                |  | $                           | (0.00   | ) |      | $ | 0.00    |  
|Income from discontinued operations                                     |  |                             | 0.00    |   |      |   | 0.05    |  
|Gain on dispositions of real estate interests, net of minority interest |  |                             | 0.00    |   |      |   | 0.04    |  
|                                                                        |  |                             |         |   |      |   |         |  
|Net Income                                                              |  | $                           | 0.00    |   |      | $ | 0.09    |  
|                                                                        |  |                             |         |   |      |   |         |  
|                                                                        |  |                            
|INCOME PER COMMON SHARE  DILUTED:                                      |  |                             |         |   |      |   |         |  
|Income (Loss) From Continuing Operations                                |  | $                           | (0.00   | ) |      | $ | 0.00    |  
|Income from discontinued operations                                     |  |                             | 0.00    |   |      |   | 0.05    |  
|Gain on dispositions of real estate interests, net of minority interest |  |                             | 0.00    |   |      |   | 0.04    |  
|                                                                        |  |                             |         |   |      |   |         |  
|Net Income                                                              |  | $                           | 0.00    |   |      | $ | 0.09    |  
|                                                                        |  |                             |         |   |      |   |         |  
|                                                                        |  |                            
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                             |  |                             |         |   |      |   |         |  
|Basic                                                                   |  |                             | 168,386 |   |      |   | 168,355 |  
|                                                                        |  |                             |         |   |      |   |         |  
|Diluted                                                                 |  |                             | 207,278 |   |      |   | 196,720 |  
|                                                                        |  |                             |         |   |      |   |         |  

The accompanying notes are an integral part of these Consolidated Financial Statements.



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DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statement of Stockholders Equity

And Other Comprehensive Loss

For the Three Months Ended March 31, 2008

(unaudited, in thousands)



|                                                     |  |              |  |                          |       |  |                                   |           |   |                                   |   |          |                          |  |   |        |   |  |   |           |  
|---------------------------------------------------- |  | ------------ |  | ------------------------ | ----- |  | --------------------------------- | --------- | - | --------------------------------- | - | -------- | ------------------------ |  | - | ------ | - |  | - | --------- | -
|                                                     |  | Common Stock |  | AdditionalPaid-inCapital |       |  | Distributionsin Excess ofEarnings |           |   | AccumulatedOtherComprehensiveLoss |   |          | TotalStockholdersEquity | 
|                                                     |  | Shares       |  | Amount                   |       |  |                                   |          
|Balance at December 31, 2007                         |  | 168,380      |  | $                        | 1,684 |  | $                                 | 1,593,165 |   |                                   | $ | (426,210 | )                        |  | $ | (5,967 | ) |  | $ | 1,162,672 |  
|Comprehensive loss:                                  |  |              |  |                          |       |  |                                   |           |   |                                   |   |          |                          |  |   |        |   |  |   |           |  
|Net income                                           |  |             |  |                          |      |  |                                   |          |   |                                   |   | 384      |                          |  |   |       |   |  |   | 384       |  
|Net unrealized loss on cash flow hedging derivatives |  |             |  |                          |      |  |                                   |          |   |                                   |   |         |                          |  |   | (3,514 | ) |  |   | (3,514    | )
|Realized loss related to hedging activities          |  |             |  |                          |      |  |                                   |          |   |                                   |   |         |                          |  |   | 1,423  |   |  |   | 1,423     |  
|Amortization of cash flow hedging derivatives        |  |             |  |                          |      |  |                                   |          |   |                                   |   |         |                          |  |   | 152    |   |  |   | 152       |  
|                                                     |  |              |  |                          |       |  |                                   |           |   |                                   |   |          |                          |  |   |        |   |  |   |           |  
|Total comprehensive loss                             |  |              |  |                          |       |  |                                   |           |   |                                   |   |          |                          |  |   |        |   |  |   | (1,555    | )
|                                                     |  |              |  |                          |       |  |                                   |           |   |                                   |   |          |                          |  |   |        |   |  |   |           |  
|Issuance of common stock, net of offering costs      |  | 6            |  |                          |      |  |                                   | (12       | ) |                                   |   |         |                          |  |   |       |   |  |   | (12       | )
|Amortization of stock-based compensation             |  |             |  |                          |      |  |                                   | 241       |   |                                   |   |         |                          |  |   |       |   |  |   | 241       |  
|Premium related to redemptions of OP Units           |  |             |  |                          |      |  |                                   | (42       | ) |                                   |   |         |                          |  |   |       |   |  |   | (42       | )
|Distributions on common stock                        |  |             |  |                          |      |  |                                   |          |   |                                   |   | (26,967  | )                        |  |   |       |   |  |   | (26,967   | )
|                                                     |  |              |  |                          |       |  |                                   |           |   |                                   |   |          |                          |  |   |        |   |  |   |           |  
|Balance at March 31, 2008                            |  | 168,386      |  | $                        | 1,684 |  | $                                 | 1,593,352 |   |                                   | $ | (452,793 | )                        |  | $ | (7,906 | ) |  | $ | 1,134,337 |  
|                                                     |  |              |  |                          |       |  |                                   |           |   |                                   |   |          |                          |  |   |        |   |  |   |           |  

The accompanying notes are an integral part of these Consolidated Financial Statements.



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DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited, in thousands)



|                                                                                                                     |  |                             |         |   |      |   |         |  
|-------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                                     |  | Three Months EndedMarch 31, |        
|                                                                                                                     |  | 2008                        |         |   | 2007 |  
|OPERATING ACTIVITIES:                                                                                                |  |                             |         |   |      |   |         |  
|Net income                                                                                                           |  | $                           | 384     |   |      | $ | 15,355  |  
|Adjustments to reconcile net income to net cash provided by operating activities:                                    |  |                             |         |   |      |   |         |  
|Minority interests                                                                                                   |  |                             | 42      |   |      |   | 2,486   |  
|Real estate related depreciation and amortization                                                                    |  |                             | 29,143  |   |      |   | 28,783  |  
|Gain on dispositions of real estate interests                                                                        |  |                             | (561    | ) |      |   | (13,735 | )
|Gain on dispositions of non-depreciated real estate                                                                  |  |                             | (246    | ) |      |   | (3,711  | )
|Loss on hedging activities                                                                                           |  |                             | 1,468   |   |      |   |        |  
|Distributions of earnings from unconsolidated joint ventures                                                         |  |                             | 742     |   |      |   | 175     |  
|Equity in income of unconsolidated joint ventures, net, and other                                                    |  |                             | (597    | ) |      |   | (2,584  | )
|Changes in operating assets and liabilities:                                                                         |  |                             |         |   |      |   |         |  
|Other receivables and other assets                                                                                   |  |                             | 1,054   |   |      |   | (1,453  | )
|Accounts payable, accrued expenses and other liabilities                                                             |  |                             | (4,229  | ) |      |   | (825    | )
|                                                                                                                     |  |                             |         |   |      |   |         |  
|Net cash provided by operating activities                                                                            |  |                             | 27,200  |   |      |   | 24,491  |  
|                                                                                                                     |  |                             |         |   |      |   |         |  
|                                                                                                                     |  |                            
|INVESTING ACTIVITIES:                                                                                                |  |                             |         |   |      |   |         |  
|Real estate acquisitions                                                                                             |  |                             | (24,079 | ) |      |   | (41,045 | )
|Capital expenditures and development activities                                                                      |  |                             | (13,309 | ) |      |   | (7,966  | )
|Decrease in deferred acquisition costs and deposits                                                                  |  |                             | 588     |   |      |   | 13,171  |  
|Proceeds from dispositions of real estate investments, net                                                           |  |                             | 11,841  |   |      |   | 156,368 |  
|Contributions to unconsolidated joint ventures                                                                       |  |                             | (14,942 | ) |      |   | (13,791 | )
|Distributions from unconsolidated joint ventures                                                                     |  |                             | 2,561   |   |      |   |        |  
|Proceeds from repayment of notes receivable                                                                          |  |                             | 4,775   |   |      |   | 13      |  
|Other investing activities                                                                                           |  |                             | 1,856   |   |      |   | (3,322  | )
|                                                                                                                     |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) investing activities                                                                  |  |                             | (30,709 | ) |      |   | 103,415 |  
|                                                                                                                     |  |                             |         |   |      |   |         |  
|                                                                                                                     |  |                            
|FINANCING ACTIVITIES:                                                                                                |  |                             |         |   |      |   |         |  
|Net proceeds from (payments on) lines of credit                                                                      |  |                             | 63,000  |   |      |   | (12,278 | )
|Principal payments on mortgage notes                                                                                 |  |                             | (30,967 | ) |      |   | (3,045  | )
|Principal payments on financing obligations                                                                          |  |                             | (5      | ) |      |   | (5,933  | )
|Increase in deferred loan costs                                                                                      |  |                             |        |   |      |   | (132    | )
|Offering costs for issuance of common stock and OP Units                                                             |  |                             | (69     | ) |      |   | (2,437  | )
|Redemption of OP Units                                                                                               |  |                             | (1,143  | ) |      |   |        |  
|Distributions to common stockholders                                                                                 |  |                             | (26,687 | ) |      |   | (27,021 | )
|Distributions to minority interests                                                                                  |  |                             | (6,441  | ) |      |   | (3,755  | )
|Contributions from minority interests                                                                                |  |                             |        |   |      |   | 103     |  
|                                                                                                                     |  |                             |         |   |      |   |         |  
|Net cash used in financing activities                                                                                |  |                             | (2,312  | ) |      |   | (54,498 | )
|                                                                                                                     |  |                             |         |   |      |   |         |  
|                                                                                                                     |  |                            
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                                 |  |                             | (5,821  | ) |      |   | 73,408  |  
|CASH AND CASH EQUIVALENTS, beginning of period                                                                       |  |                             | 30,481  |   |      |   | 23,310  |  
|                                                                                                                     |  |                             |         |   |      |   |         |  
|                                                                                                                     |  |                            
|CASH AND CASH EQUIVALENTS, end of period                                                                             |  | $                           | 24,660  |   |      | $ | 96,718  |  
|                                                                                                                     |  |                             |         |   |      |   |         |  
|                                                                                                                     |  |                            
|Supplemental Disclosures of Cash Flow Information                                                                    |  |                             |         |   |      |   |         |  
|Cash paid for interest, net of capitalized interest                                                                  |  | $                           | 13,863  |   |      | $ | 18,269  |  
|Debt assumed in connection with purchase of TIC Interests (see Note 5)                                               |  | $                           |        |   |      | $ | 14,886  |  
|Reduction of financing obligation and issuance of OP Units in connection with purchase of TIC Interests (see Note 5) |  | $                           | 14,669  |   |      | $ | 75,601  |  

The accompanying notes are an integral part of these Consolidated Financial Statements.



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##### Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 1  Organization and Summary of Significant Accounting Policies

Organization

DCT Industrial Trust Inc. is a leading industrial real estate company that owns, operates and develops high-quality
bulk distribution and light industrial properties in high-volume distribution markets in the U.S. and Mexico. We were formed as a Maryland corporation in April 2002 and have elected to be treated as a real estate investment trust
(REIT) for United States (U.S.) federal income tax purposes commencing with our taxable year ended December 31, 2003. We are structured as an umbrella partnership REIT under which substantially all of our current
and future business is, and will be, conducted through a majority owned and controlled subsidiary, DCT Industrial Operating Partnership LP (our operating partnership), a Delaware limited partnership, for which DCT Industrial Trust Inc.
is the sole general partner. As used herein, DCT Industrial Trust, DCT, the Company, we, our and us refer to DCT Industrial Trust Inc. and its consolidated subsidiaries and
partnerships except where the context otherwise requires.

As of March 31, 2008, we owned, managed or had under development 455 industrial real
estate buildings comprised of approximately 76.9 million square feet. Our portfolio of consolidated operating properties included 381 industrial real estate buildings, which consisted of 224 bulk distribution properties, 115 light
industrial properties and 42 service center properties comprised of approximately 53.5 million square feet. Our portfolio of 381 consolidated operating properties was 93.2% occupied as of March 31, 2008. As of March 31, 2008, we also
consolidated 15 development properties and five redevelopment properties. In addition, as of March 31, 2008, we had ownership interests ranging from approximately 7% to 20% in 35 unconsolidated properties in institutional joint ventures, or
funds, comprised of approximately 12.1 million square feet, and investments in two unconsolidated operating properties and 11 unconsolidated development joint venture properties. We managed six properties where we had no ownership interests.

Summary of Significant Accounting Policies

Interim Financial Information

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with United
States generally accepted accounting principles (GAAP) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and
footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited Consolidated Financial Statements include all adjustments, consisting only of normal recurring items necessary for their fair
presentation in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with our audited Consolidated Financial Statements as of
December 31, 2007 and related notes thereto as filed on Form 10-K, as amended, on March 28, 2008.

Use of Estimates

The preparation of the Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, 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. Actual results could differ from those
estimates.

Reclassifications

Certain items in the
Consolidated Statement of Operations for three months ended March 31, 2007 have been reclassified to conform to 2008 classifications.



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##### Table of Contents

Investment in Real Estate, Valuation and Allocation of Real Estate Acquisitions

We capitalize direct costs associated with, and incremental to, the acquisition, development, redevelopment or improvement of real estate, including asset acquisition
costs and leasing costs as well as direct internal costs, if appropriate. Costs associated with acquisition or development pursuits are capitalized as incurred and, if the pursuit is abandoned, these costs are expensed during the period in which the
pursuit is abandoned. Such costs considered for capitalization include construction costs, interest, real estate taxes, insurance and other such costs if appropriate. Interest is capitalized on actual expenditures from the period when development or
redevelopment commences until the asset is substantially complete based on our current, weighted-average borrowing rates. Costs incurred for maintaining and making repairs to our real estate, which do not extend the life of our assets, are expensed
as incurred.

Upon acquisition, the total cost of a property is allocated to land, building, building and land improvements, tenant improvements and
intangible lease assets and liabilities pursuant to Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations(SFAS No. 141). The fair value of identifiable tangible assets such as
land, building, building and land improvements and tenant improvements is determined on an as-if-vacant basis. Management considers the replacement cost of such assets, appraisals, property condition reports, market data and other
related information in determining the fair value of the tangible assets. Pursuant to SFAS No. 141, the difference between the fair value and the face value of debt assumed in connection with an acquisition is recorded as a premium or discount
and amortized to Interest expense over the life of the debt assumed. The valuation of assumed liabilities is based on the current market rate for similar liabilities. The allocation of the total cost of a property to an intangible lease
asset includes the value associated with customer relationships and in-place leases that may include leasing commissions, legal and other costs. In addition, the allocation of the total cost of a property requires allocating costs to an intangible
asset or liability resulting from in-place leases being above or below the market rental rates on the date of the acquisition. Intangible lease assets or liabilities will be amortized over the life of the remaining in-place leases as an adjustment
to Rental revenues.

We have certain properties which we have acquired or removed from service with the intention to redevelop the building.
Buildings under redevelopment require significant construction activities prior to being placed back into service. Additionally, we may acquire, develop, or redevelop certain properties with the intention to contribute the property to an
institutional capital management joint venture, in which we may retain ownership in or manage the assets of the joint venture. We refer to these properties as held for contribution. We generally do not depreciate properties classified as
redevelopment or held for contribution through the date the properties are contributed. Land undergoing activities necessary to prepare it for its intended use prior to significant construction activities is classified as pre-development.

Real estate, including land, building, building and land improvements, tenant improvements and leasing costs, and intangible lease assets and liabilities
are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets or liabilities as follows:



|                                           |  |                                    
|------------------------------------------ |  | -----------------------------------
|Description                                |  | Standard Depreciable Life          
|Land                                       |  | Not depreciated                    
|Building                                   |  | 40 years                           
|Building and land improvements             |  | 20 years                           
|Tenant improvements                        |  | Lease term                         
|Lease costs                                |  | Lease term                         
|Intangible lease assets and liabilities    |  | Average term of leases for property
|Above/below market rent assets/liabilities |  | Lease term                         

The table above reflects the standard depreciable lives typically used to compute depreciation and amortization.
However, such depreciable lives may be different based on the estimated useful life of such assets or liabilities. The cost of assets sold or retired and the related accumulated depreciation and/or amortization is removed from the accounts and the
resulting gain or loss, if necessary, is reflected in our Consolidated Statements of Operations during the period in which such sale or retirement occurs.



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Depreciation and Useful Lives of Real Estate Assets

We estimate the depreciable portion of our real estate assets and their related useful lives in order to record depreciation expense. Our managements ability to accurately estimate the depreciable portions of
our real estate assets and their useful lives is critical to the determination of the appropriate amount of depreciation expense recorded and the carrying values of the underlying assets. Any change to the estimated depreciable lives of these assets
would have an impact on the depreciation expense we recognize. Depreciation is not recorded on buildings currently in pre-development, being developed or redeveloped until the building is substantially completed and ready for its intended use,
normally not later than one year from cessation of major construction activity.

Principles of Consolidation

Our Consolidated Financial Statements include the accounts of our company and our consolidated subsidiaries and partnerships that we control either through ownership of a
majority voting interest, as the primary beneficiary, or otherwise. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments in entities in which we do not own a majority voting interest but over
which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities in which we do not own a majority voting interest and over which we do not have the
ability to exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our judgments with respect to our level of influence or control of an entity and whether we are the primary beneficiary of a variable interest
entity as defined by Financial Accounting Standards Board (FASB) Interpretation No. 46(R), Consolidation of Variable Interest Entities (FIN No. 46(R)), involve consideration of various factors including the
form of our ownership interest, our representation on the entitys board of directors, the size of our investment (including loans) and our ability to participate in policy making decisions. Our ability to correctly assess our influence or
control over an entity affects the presentation of these investments in our Consolidated Financial Statements and, consequently, our financial position and specific items in our results of operations that are used by our stockholders, lenders and
others in their evaluation of us.

Generally, we consolidate real estate partnerships and other entities that are not variable interest entities (as
defined in FIN No. 46(R)) when we own, directly or indirectly, a majority voting interest in the entity. Emerging Issues Task Force (EITF) Issue No. 04-5,Determining Whether a General Partner, or the General Partners as a
Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights(EITF 04-5), provides an accounting model to be used by a general partner, or group of general partners, to determine whether the
general partner(s) controls a limited partnership or similar entity in light of certain rights held by the limited partners and provides additional guidance on what constitutes substantive kick-out rights and substantive participating rights.

Revenue Recognition

We record rental revenues on
a straight-line basis under which contractual rent increases are recognized evenly over the full lease term. Certain properties have leases that provide for tenant occupancy during periods where no rent is due or where minimum rent payments increase
during the term of the lease. Accordingly, we record receivables from tenants that we expect to collect over the remaining lease term rather than currently, which are recorded as straight-line rents receivable. When we acquire a property, the terms
of existing leases are considered to commence as of the acquisition date for the purposes of this calculation. For the three months ended March 31, 2008 and 2007, the total increase to Rental revenues due to straight-line rent
adjustments, including amounts reported from discontinued operations, was approximately $1.1 million and $1.6 million, respectively.

Tenant recovery
income includes payments and amounts due from tenants pursuant to their leases for real estate taxes, insurance and other recoverable property operating expenses and is recognized as Rental revenues during the same period the related
expenses are incurred. Tenant recovery income recognized as Rental revenues for the three months ended March 31, 2008 and 2007, was $13.0 million and $12.8 million, respectively.

In connection with property acquisitions, we may acquire leases with rental rates above or below the market rental rates. Such differences are recorded as an intangible
asset or liability pursuant to SFAS No. 141, and amortized to Rental revenues over the life of the related leases. Additionally, the unamortized balances of SFAS No. 141 assets and liabilities associated with the early
termination of leases are fully amortized to their respective revenue and expense line items in our Consolidated Statements of Operations over the shorter of the expected life of such assets



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##### Table of Contents

and liabilities or the remaining lease term. For the three months ended March 31, 2008 and 2007, the total net decrease to Rental revenues
due to the amortization of above and below market rents, including amounts reported from discontinued operations and accelerated amortization due to early terminations, was approximately $20,000 and $0.5 million, respectively.

Early lease termination fees are recorded in Rental revenues when such amounts are earned. During the three months ended March 31, 2008, approximately
$0.1 million associated with early lease termination fees were recorded. During the three months ended March 31, 2007, the early termination of leases, including amounts reported as discontinued operations, resulted in a decrease in revenues
associated with SFAS 141 intangible assets and liabilities of $0.3 million and additional amortization expense of $0.1 million.

We earn revenues from
asset management fees, acquisition fees and fees for other services pursuant to joint venture and other agreements. These may include acquisition fees based on the sale or contribution of assets and are included in our Consolidated Statements of
Operations in Institutional capital management and other fees. We recognize revenues from asset management fees, acquisition fees and fees for other services when the related fees are earned and are realized or realizable.

New Accounting Pronouncements

In March 2008, the FASB issued
SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS No. 161). SFAS No. 161 requires companies with derivative instruments to disclose information that would enable financial statement
users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
(SFAS No. 133) and how derivative instruments and related hedged items affect a companys financial position, financial performance and cash flows. The new requirements apply to derivative instruments and nonderivative
instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS No. 133. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008; however, early application is encouraged. We intend to adopt SFAS No. 161 on January 1, 2009.

In December 2007, the
FASB issued Statement of Financial Accounting Standards No. 160 (SFAS No. 160), Noncontrolling Interests in Consolidated Financial StatementsAn Amendment of ARB No. 51. SFAS No. 160 establishes new
accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008, and early adoption is not
permitted. We are currently evaluating the application of SFAS No. 160 and its effect on our Consolidated Financial Statements.

In December 2007, the
FASB issued SFAS No. 141, Business Combinations (revised 2007) (SFAS No. 141(R)). SFAS No. 141(R) requires the acquiring entity in a business combination to record all assets acquired and liabilities assumed at
their respective acquisition-date fair values, changes the recognition of assets acquired and liabilities assumed arising from contingencies, changes the recognition and measurement of contingent consideration, and requires the expensing of
acquisition-related costs as incurred. SFAS No. 141(R) also requires additional disclosure of information surrounding a business combination, such that users of the entitys financial statements can fully understand the nature and
financial impact of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after
December 15, 2008. An entity may not apply the provisions of SFAS No. 141(R) prior to that date. We are currently evaluating the application of SFAS No. 141(R) and its effect on our Consolidated Financial Statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159) which
expands the use of the fair value measurement to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to
apply complex hedge accounting provisions. Upon adoption of this Statement, we did not elect the SFAS No. 159 option for our existing financial assets and liabilities and therefore adoption of SFAS No. 159 did not have any impact on our
Consolidated Financial Statements.



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##### Table of Contents

On January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements(SFAS
No. 157), which defines fair-value, establishes a framework for measuring fair-value, and expands disclosures about fair-value measurements. SFAS No. 157 applies to reported balances that are required or permitted to be measured at
fair-value under existing accounting pronouncements; accordingly, the standard does not require any new fair-value measurements of reported balances.

We
have deferred the adoption of SFAS No. 157 with respect to nonfinancial assets and liabilities in accordance with the provisions of FSP FAS 157-2, Effective Date of FASB Statement No. 157. Items in this classification include
intangible assets and liabilities.

SFAS No. 157 emphasizes that fair-value is a market-based measurement, not an entity-specific measurement.
Therefore, a fair-value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair-value measurements, SFAS
No. 157 establishes a fair-value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of
the hierarchy) and the reporting entitys own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in
Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability
(other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, that are typically based on an
entitys own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair-value measurement is based on inputs from different levels of the fair-value hierarchy, the level in the fair-value
hierarchy within which the entire fair-value measurement falls is based on the lowest level input that is significant to the fair-value measurement in its entirety. The Companys assessment of the significance of a particular input to the
fair-value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Currently, the Company uses forward
starting and interest rate swaps to manage certain interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.
This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair-values of interest rate swaps are determined using the market
standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates
(forward curves) derived from observable market interest rate curves. To comply with the provisions of SFAS No. 157, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the
respective counterpartys nonperformance risk in the fair-value measurements. In adjusting the fair-value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable
credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the
inputs used to value its derivatives fall within Level 2 of the fair-value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of
default by itself and its counterparties. However, as of March 31, 2008, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that
the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair-value hierarchy.

On a recurring basis, we measure our derivatives at fair value, which was a net liability of $8.0 million as of March 31, 2008. The fair value of
these derivatives was determined using Level 2 inputs, as described in SFAS No. 157.



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##### Table of Contents

Note 2  Real Estate

Our consolidated real estate assets consist of operating properties, redevelopment properties, operating properties held for contribution, properties under development and properties in pre-development including land held for future
development or other purposes. Our real estate assets, presented at historical cost, include the following as of March 31, 2008 and December 31, 2007 (in thousands):



|                                                  |  |               |           |   |                  |   |           |  
|------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                  |  | March 31,2008 |           |   | December 31,2007 |  
|Operating properties                              |  | $             | 2,623,484 |   |                  | $ | 2,623,927 |  
|Properties under redevelopment                    |  |               | 37,787    |   |                  |   | 37,086    |  
|Operating properties held for contribution        |  |               | 119,822   |   |                  |   | 120,188   |  
|Properties under development                      |  |               | 108,859   |   |                  |   | 76,680    |  
|Properties in pre-development including land held |  |               | 16,471    |   |                  |   | 25,025    |  
|                                                  |  |               |           |   |                  |   |           |  
|Total Investment in Properties                    |  |               | 2,906,423 |   |                  |   | 2,882,906 |  
|Less accumulated depreciation and amortization    |  |               | (339,922  | ) |                  |   | (310,691  | )
|                                                  |  |               |           |   |                  |   |           |  
|Net Investment in Properties                      |  | $             | 2,566,501 |   |                  | $ | 2,572,215 |  
|                                                  |  |               |           |   |                  |   |           |  

Acquisition Activity

During the three months March 31, 2008, we acquired three shell-complete development properties located in one market in Mexico, comprised of approximately 547,000 square feet for a total cost of
approximately $20.7 million, which includes acquisition costs. These properties were acquired from unrelated third parties using existing cash balances and short-term borrowings.

During the three months ended March 31, 2007, we acquired five operating properties located in three markets, aggregating approximately 1.0 million square feet for a total cost of approximately $39.9
million, which includes acquisition costs. These properties were acquired from unrelated third parties using existing cash balances.

For all properties
acquired and consolidated, the results of operations for such properties are included in our Consolidated Statements of Operations from the dates of acquisition.

Disposition Activity

During the three months ended March 31, 2008, we disposed of one operating property comprised of
approximately 84,000 square feet to an unrelated third party for total gross proceeds of approximately $6.1 million, which resulted in a gain of approximately $0.4 million. Additionally, we contributed approximately 47 acres of land in Atlanta to
the IDI/DCT Buford, LLC joint venture. See additional discussion below.

During the three months ended March 31, 2007, we disposed of nine operating
properties comprising approximately 2.2 million square feet located in eight markets. We sold three properties comprising 266,000 square feet to unrelated third parties for total gross proceeds of approximately $54.4 million, which resulted in
a gain of approximately $9.6 million. The remaining six properties comprising approximately 1.9 million square feet were contributed to institutional joint ventures in which we maintain ownership interests for a total contribution value of
approximately $104.9 million. See additional discussion below.



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##### Table of Contents

Contribution of Properties to Institutional Capital Management Joint Ventures

TRT-DCT Industrial Joint Venture I

On September 1, 2006, we
entered into the first joint venture agreement with Dividend Capital Total Realty Trust Inc., DCTRT, TRT-DCT Industrial Joint Venture I, G.P., TRT-DCT Venture I. As of March 31, 2008, this joint venture owned
approximately $170.1 million in real estate assets. No further assets are planned to be acquired by this joint venture, except that DCTRT has the option, subject to our consent, to contribute certain additional real estate assets with an aggregate
current value of approximately $42.3 million. This joint venture is funded as follows: (i) an equity contribution from DCTRT to the joint venture (which we estimate to be not less than approximately 90% of the joint ventures required
equity capitalization); (ii) an equity contribution from us to the joint venture (which we estimate to be approximately 10% of the joint ventures required equity capitalization); and (iii) secured debt financing to be obtained by the
joint venture with a targeted loan-to-value of no less than 55.0% and no more than 75.0%. In June 2007, we issued a secured $16.0 million, 6.0% interest note, maturing on July 1, 2014 to TRT-DCT Venture I. Our actual ownership percentage may
vary depending on amounts of capital contributed and the timing of contributions and distributions.

No properties were contributed to the fund during the
three months ended March 31, 2008. During the three months ended March 31, 2007, we contributed three properties to TRT-DCT Venture I totaling approximately 818,000 rentable square feet with a combined gross contribution value of
approximately $53.0 million. The contribution of the three properties into TRT-DCT Venture I resulted in a total gain of approximately $4.3 million, of which approximately $3.9 million was recognized in our earnings during the three months ended
March 31, 2007. The remaining gain of approximately $0.4 million has been deferred and is being amortized to earnings over the weighted average life of the related propertys real estate assets.

TRT-DCT Industrial Joint Venture II

On March 27, 2007, we formed our
second joint venture agreement with DCTRT, TRT-DCT Industrial Joint Venture II, G.P., (TRT-DCT Venture II). As of March 31, 2008, this joint venture owned approximately $67.9 million of real estate assets. TRT-DCT Venture II is
structured and funded in a manner similar to TRT-DCT Venture I.

No properties were contributed to the fund during the three months ended March 31,
2008. During the three months ended March 31, 2007, we contributed three properties to TRT-DCT Venture II totaling approximately 1.1 million rentable square feet with a combined gross contribution value of approximately $51.9 million. The
contribution of the three properties into TRT-DCT Venture II resulted in a total gain of approximately $4.4 million, of which approximately $4.0 million was recognized in our earnings during the three months ended March 31, 2007. The remaining
gain of approximately $0.4 million has been deferred and is being amortized to earnings over the weighted average life of the related propertys real estate assets.

DCT/SPF Industrial Operating LLC

On August 30, 2007, we entered into a joint venture agreement with Industrial
Acquisition LLC (JP Morgan), an entity advised by JPMorgan Asset Management, to form DCT/SPF Industrial Operating LLC (JP Morgan Venture). As of March 31, 2008, this joint venture owned approximately $284.7 million of
real estate assets. This joint venture is funded with an equity contribution from JP Morgan to the joint venture (approximately 80% of the joint ventures equity capitalization) and an equity contribution from us to the joint venture
(approximately 20% of the joint ventures equity capitalization). Our actual ownership percentage may vary depending on amounts of capital contributed and the timing of contributions and distributions.

During the three months ended March 31, 2008, the JP Morgan Venture acquired one property comprised of approximately 340,000 square feet from an unrelated third
party.



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##### Table of Contents

Development Joint Venture

IDI/DCT Buford, LLC

On March 10, 2008, we entered into a joint venture agreement with Industrial Developments International, Inc., an
unrelated third-party developer, to develop four distribution buildings comprised of approximately 600,000 square feet in Atlanta, Georgia on approximately 47 acres contributed to the joint venture. We received cash proceeds of approximately $1.5
million, equity in the venture and recognized a gain on the contribution of the land of approximately $276,000.

Discontinued Operations

As of March 31, 2008, there were no potential sales of our properties to a third party that were considered probable and, as such, no properties were
classified as held for sale in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144). However, one property sold during the three months ended March 31, 2008 and five
properties sold during the year ended December 31, 2007, to third parties were classified as discontinued operations. See Note 11 for additional information.

Intangible Assets

Aggregate net amortization for intangible assets recognized pursuant to SFAS No. 141 in connection with
property acquisitions (excluding assets and liabilities related to above and below market rents; see Note 1 for additional information) was approximately $7.1 million and $8.0 million for the three months ended March 31, 2008 and 2007,
respectively. Our intangible assets and liabilities included the following as of March 31, 2008 and December 31, 2007 (in thousands):



|                        |  |                |         |   |                         |   |         |     |  |   |        |   |  |                         |         |   |     |   |         |   |  |   |        |  
|----------------------- |  | -------------- | ------- | - | ----------------------- | - | ------- | --- |  | - | ------ | - |  | ----------------------- | ------- | - | --- | - | ------- | - |  | - | ------ | -
|                        |  | March 31, 2008 |         |   | December 31, 2007       |  
|                        |  | Gross          |         |   | AccumulatedAmortization |   |         | Net |  |   | Gross  |   |  | AccumulatedAmortization |         |   | Net |  
|Intangible lease assets |  | $              | 160,300 |   |                         | $ | (88,387 | )   |  | $ | 71,913 |   |  | $                       | 160,865 |   |     | $ | (81,622 | ) |  | $ | 79,243 |  
|Above market rent       |  |                | 27,210  |   |                         |   | (16,654 | )   |  |   | 10,556 |   |  |                         | 27,214  |   |     |   | (15,657 | ) |  |   | 11,557 |  
|Below market rent       |  |                | (18,562 | ) |                         |   | 10,521  |     |  |   | (8,041 | ) |  |                         | (18,565 | ) |     |   | 9,543   |   |  |   | (9,022 | )

The following table describes the estimated net amortization of such intangible assets and liabilities for the
next five years. In addition, the table describes the net decrease to rental revenues due to the amortization of above and below market rents for the next 5 years and thereafter (in thousands):



|                                |  |                                                  |        |                                                                              |   |        |  
|------------------------------- |  | ------------------------------------------------ | ------ | ---------------------------------------------------------------------------- | - | ------ | -
|For the Year Ended December 31, |  | EstimatedNetAmortizationof LeaseIntangibleAssets |        | Estimated NetDecrease toRental RevenuesRelated
toAbove and BelowMarket Rents |  
|Remainder of 2008               |  | $                                                | 17,316 |                                                                              | $ | (484   | )
|2009                            |  |                                                  | 15,792 |                                                                              |   | (986   | )
|2010                            |  |                                                  | 10,019 |                                                                              |   | (1,089 | )
|2011                            |  |                                                  | 6,754  |                                                                              |   | (507   | )
|2012                            |  |                                                  | 4,524  |                                                                              |   | (251   | )
|Thereafter                      |  |                                                  | 17,508 |                                                                              |   | 802    |  
|                                |  |                                                  |        |                                                                              |   |        |  
|Total                           |  | $                                                | 71,913 |                                                                              | $ | (2,515 | )
|                                |  |                                                  |        |                                                                              |   |        |  



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##### Table of Contents

Note 3  Investments in and Advances to Unconsolidated Joint Ventures

We enter into joint ventures primarily for purposes of developing industrial real estate and to establish funds or other commingled investment vehicles with institutional
partners. The following describes our unconsolidated joint ventures as of March 31, 2008 and December 31, 2007:



|                                       |  |                                            |  |                    |  |                             |         |  |   |        
|-------------------------------------- |  | ------------------------------------------ |  | ------------------ |  | --------------------------- | ------- |  | - | -------
|                                       |  | DCT OwnershipPercentage as ofMarch 31,2008 |  | Number ofBuildings |  | Net Equity Investment as of
|Unconsolidated Joint Ventures          |  |                                            |  | March 31,2008      |  | December 31,2007           
|                                       |  |                                            |  |                    |  | (in thousands)             
|Institutional Funds:                   |  |                                            |  |                    |  |                             |         |  |   |        
|DCT Fund I LLC                         |  | 20%                                        |  | 6                  |  | $                           | 2,369   |  | $ | 2,580  
|TRT-DCT Venture I                      |  | 6.7%                                       |  | 10                 |  |                             | 2,689   |  |   | 2,496  
|TRT-DCT Venture II                     |  | 12.5%                                      |  | 5                  |  |                             | 1,680   |  |   | 1,750  
|DCT/SPF Industrial Operating LLC       |  | 20%                                        |  | 14                 |  |                             | 51,642  |  |   | 46,924 
|Developments:                          |  |                                            |  |                    |  |                             |         |  |   |        
|Panattoni Investments                  |  | N/A                                        |  |                   |  |                             |        |  |   | 251    
|Whitestown                             |  | 90%                                        |  |                   |  |                             | 992     |  |   | 935    
|IDI/DCT                                |  | 50%                                        |  | 4                  |  |                             | 8,523   |  |   | 9,165  
|DCT/IDI Buford                         |  | 75%                                        |  |                   |  |                             | 3,761   |  |   |       
|Sycamore Canyon                        |  | 90%                                        |  | 2                  |  |                             | 5,430   |  |   | 5,282  
|Stirling Capital Investments (SCLA)(1) |  | 50%                                        |  | 6                  |  |                             | 33,764  |  |   | 29,827 
|Logistics Way                          |  | 95%                                        |  | 1                  |  |                             | 3,569   |  |   | 3,540  
|                                       |  |                                            |  |                    |  |                             |         |  |   |        
|Total                                  |  |                                            |  | 48                 |  | $                           | 114,419 |  | $ | 102,750
|                                       |  |                                            |  |                    |  |                             |         |  |   |        



| | (1) | Although we contributed 100% of the initial cash equity capital
required by the venture, our partners retain certain participation rights in the ventures available cash flows.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of
December 31, 2007, the Companys investments in DCT/SPF Industrial Operating LLC and TRT-DCT Venture I were considered significant subsidiaries pursuant to Accounting Principles Board Opinion No. 18, The Equity Method of Accounting
for Investments in Common Stock. Condensed combined financial information for DCT/SPF Industrial Operating LLC and TRT-DCT Venture I is as follows (in thousands):



|                                        |  |               |         |      |                  |   |         |                          |  |                                     |  |   |        |   |  |   |       |  
|--------------------------------------- |  | ------------- | ------- | ---- | ---------------- | - | ------- | ------------------------ |  | ----------------------------------- |  | - | ------ | - |  | - | ----- | -
|Balance sheets:                         |  | March 31,2008 |         |      | December 31,2007 |   |         | Statements ofoperations: |  | For the Three Months EndedMarch 31, | 
|                                        |  |               |         | 2008 |                  |   | 2007(1) |                         
|Total investment in properties          |  | $             | 454,733 |      |                  | $ | 403,290 |                          |  | Revenues:                           |  |   |        |   |  |   |       |  
|Accumulated depreciation                |  |               | (13,672 | )    |                  |   | (7,435  | )                        |  | Rental revenues                     |  | $ | 9,180  |   |  | $ | 1,273 |  
|                                        |  |               |         |      |                  |   |         |                          |  |                                     |  |   |        |   |  |   |       |  
|Net investment in properties            |  |               | 441,061 |      |                  |   | 395,855 |                          |  | Other income                        |  |   | 14     |   |  |   | 10    |  
|                                        |  |               |         |      |                  |   |         |                          |  |                                     |  |   |        |   |  |   |       |  
|Cash and cash equivalents               |  |               | 1,788   |      |                  |   | 2,409   |                          |  | Total revenues                      |  |   | 9,194  |   |  |   | 1,283 |  
|Other assets                            |  |               | 3,485   |      |                  |   | 2,318   |                          |  | Expenses:                           |  |   |        |   |  |   |       |  
|                                        |  |               |         |      |                  |   |         |                          |  |                                     |  |   |        |   |  |   |       |  
|Total assets                            |  | $             | 446,334 |      |                  | $ | 400,582 |                          |  | Real estate taxes                   |  |   | (1,071 | ) |  |   | (26   | )
|                                        |  |               |         |      |                  |   |         |                          |  |                                     |  |   |        |   |  |   |       |  
|                                        |  |               |         |      |                  |   |         |                          |  | Rental expenses                     |  |   | (732   | ) |  |   | (147  | )
|Secured debt                            |  | $             | 101,042 |      |                  | $ | 101,042 |                          |  | Depreciation and amortization       |  |   | (4,365 | ) |  |   | (668  | )
|Other liabilities                       |  |               | 9,047   |      |                  |   | 10,874  |                          |  | General and administrative          |  |   | (234   | ) |  |   | (5    | )
|                                        |  |               |         |      |                  |   |         |                          |  |                                     |  |   |        |   |  |   |       |  
|Total liabilities                       |  |               | 110,089 |      |                  |   | 111,916 |                          |  | Total expenses                      |  |   | (6,402 | ) |  |   | (846  | )
|Partners capital                       |  |               | 336,245 |      |                  |   | 288,666 |                          |  | Interest expense                    |  |   | (1,478 | ) |  |   |      |  
|                                        |  |               |         |      |                  |   |         |                          |  |                                     |  |   |        |   |  |   |       |  
|Total liabilities and partners capital |  | $             | 446,334 |      |                  | $ | 400,582 |                          |  | Net income                          |  | $ | 1,314  |   |  | $ | 437   |  
|                                        |  |               |         |      |                  |   |         |                          |  |                                     |  |   |        |   |  |   |       |  



| | (1) | Date of inception for DCT/SPF Industrial Operating LLC was August 22, 2007.
| | --- | ---------------------------------------------------------------------------



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##### Table of Contents

Note 4  Hedging Activities

To manage interest rate risk for variable rate debt and issuances of fixed rate debt, we primarily use treasury locks and forward-starting swaps as part of our cash flow hedging strategy. These derivatives are
designed to mitigate the risk of future interest rate fluctuations by providing a fixed interest rate for a limited, pre-determined period of time.

Net
unrealized losses of approximately $3.5 million were recorded during the three months ended March 31, 2008 and net unrealized gains of approximately $17,000 were recorded during the three months ended March 31, 2007, to Accumulated
other comprehensive loss as a result of the change in fair value of outstanding hedges. During the three months ended March 31, 2008, we recorded a loss of approximately $45,000 related to the ineffectiveness due to the change in
estimated timing of anticipated debt issuances. No ineffectiveness was recorded during the three months ended March 31, 2007. Gains and losses resulting from hedging ineffectiveness and hedge settlements are recorded as increases and decreases,
respectively, to Interest income and other in our Consolidated Statements of Operations. Additionally, during the three months ended March 31, 2008, two forward-starting swaps did not qualify for hedge accounting and a loss of $1.4
million was recorded to Interest expense related to their change in fair value.

As of March 31, 2008 and December 31, 2007, the
Accumulated other comprehensive loss balance pertaining to the hedges were losses of approximately $7.9 million and $6.0 million, respectively. Amounts reported in Accumulated other comprehensive loss related to derivatives
will be amortized to Interest expense as interest payments are made on our current fixed-rate debt and anticipated debt issuances. During the next 12 months, we estimate that approximately $1.0 million will be amortized from
Accumulated other comprehensive loss to Interest expense resulting in an increase in such expense.

Note 5  Our
Operating Partnerships Private Placement

Prior to October 10, 2006, our operating partnership offered undivided tenancy-in-common interests
(TIC Interests) in certain of our properties to accredited investors in a private placement exempt from registration under the Securities Act of 1933, as amended. In October 2006, we discontinued the private placement of TIC Interests.
During the three months ended March 31, 2008, our operating partnership purchased all remaining TIC Interests in the one remaining property for an aggregate of 1.6 million OP Units valued at approximately $14.8 million.

The amount of gross proceeds associated with the sales of TIC Interests are recorded in Financing obligations in our Consolidated Balance Sheets pursuant to
SFAS No. 98 Accounting for Leases (SFAS No. 98). We have leased back the portion of the building sold to the unrelated third-party investors and, in accordance with SFAS No. 98, a portion of the rental payments made
to such investors under the lease agreements are recognized as Interest expense using the interest method.

During the three months ended
March 31, 2008 and 2007, we incurred approximately $55,000 and $2.1 million, respectively, of rental payments under various lease agreements with certain of the third-party investors. A portion of such amounts was accounted for as a reduction
of the outstanding principal balance of the financing obligations and a portion was accounted for as Interest expense in our Consolidated Statements of Operations. Included in Interest expense was approximately $51,000 and
$1.9 million for the three months ended March 31, 2008 and 2007, respectively, of interest expense related to the financing obligation.

During the
three months ended March 31, 2007, our operating partnership exercised purchase options to buy certain TIC Interests it had previously sold in 14 industrial properties located in Tennessee and Texas. In connection with the exercise of these
options, our operating partnership issued an aggregate of approximately 6.8 million OP Units valued at approximately $76.9 million to acquire such TIC Interests. Related to the purchase of one of these buildings, we assumed a portion of a
secured note totaling $14.9 million with an interest rate of 5.0% that was previously reflected in Financing obligations.



14



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##### Table of Contents

Note 6  Minority Interests

Minority interests consisted of the following as of March 31, 2008 and December 31, 2007 (in thousands):



|                                |  |               |         |   |                  |   |         |  
|------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                |  | March 31,2008 |         |   | December 31,2007 |  
|OP Units:                       |  |               |         |   |                  |   |         |  
|Net investment                  |  | $             | 401,852 |   |                  | $ | 389,174 |  
|Distributions                   |  |               | (33,727 | ) |                  |   | (27,286 | )
|Share of cumulative net loss    |  |               | (13,793 | ) |                  |   | (13,882 | )
|                                |  |               |         |   |                  |   |         |  
|Sub-total                       |  |               | 354,332 |   |                  |   | 348,006 |  
|Cabot non-voting common stock:  |  |               |         |   |                  |   |         |  
|Net investment                  |  |               | 63      |   |                  |   | 63      |  
|Distributions                   |  |               | (8      | ) |                  |   | (8      | )
|Share of cumulative net loss    |  |               | (2      | ) |                  |   | (2      | )
|                                |  |               |         |   |                  |   |         |  
|Sub-total                       |  |               | 53      |   |                  |   | 53      |  
|Joint venture partner interest: |  |               |         |   |                  |   |         |  
|Net investment                  |  |               | 1,983   |   |                  |   | 1,983   |  
|Distributions                   |  |               | (1      | ) |                  |   | (1      | )
|Share of cumulative net loss    |  |               | (306    | ) |                  |   | (259    | )
|                                |  |               |         |   |                  |   |         |  
|Sub-total                       |  |               | 1,676   |   |                  |   | 1,723   |  
|                                |  |               |         |   |                  |   |         |  
|Total                           |  | $             | 356,061 |   |                  | $ | 349,782 |  
|                                |  |               |         |   |                  |   |         |  



|                                                                          |  |                                     |     |   |      |   |        |  
|------------------------------------------------------------------------- |  | ----------------------------------- | --- | - | ---- | - | ------ | -
|                                                                          |  | For the Three Months EndedMarch 31, |    
|                                                                          |  | 2008                                |     |   | 2007 |  
|Minority interests share of operations:                                   |  |                                     |     |   |      |   |        |  
|Minority interests share of Income (Loss) From Continuing Operations      |  | $                                   | 109 |   |      | $ | 45     |  
|Minority interests share of income from discontinued operations           |  |                                     | (67 | ) |      |   | (1,395 | )
|Minority interests share of gain on dispositions of real estate interests |  |                                     | (84 | ) |      |   | (1,136 | )
|                                                                          |  |                                     |     |   |      |   |        |  
|                                                                          |  |                                    
|Total minority interests share of operations                              |  | $                                   | (42 | ) |      | $ | (2,486 | )
|                                                                          |  |                                     |     |   |      |   |        |  

OP Units

As of March 31, 2008 and December 31, 2007, we owned approximately 81% and 82%, respectively, of the outstanding equity interests of our operating partnership, with the remaining equity interest in our operating partnership owned
by third-party investors and Dividend Capital Advisors Group LLC (DCAG). Subject to certain agreements, OP Units are redeemable at the option of the unitholder after a fixed period. We have the option of redeeming the OP Units with cash
or with shares of our common stock on a one-for-one basis, subject to adjustment. During the three months ended March 31, 2008, approximately 125,000 OP Units were redeemed for $1.1 million in cash. During the three months ended March 31,
2007, no redemptions occurred.

During the three months ended March 31, 2008, our operating partnership purchased all remaining TIC Interests in the
one remaining property for an aggregate of 1.6 million OP Units valued at approximately $14.8 million. As of March 31, 2008 and December 31, 2007, we had approximately 24.1 million and 22.6 million OP Units outstanding,
respectively, held by unrelated third-party investors in connection with our operating partnerships private placement (see Note 5 for additional information).

As of March 31, 2008, there was a total of 39.2 million OP Units outstanding with a redemption value of approximately $390.6 million based on the closing price of our common stock on March 31, 2008. As
of December 31, 2007, there were 37.7 million OP Units outstanding with a redemption value of approximately $351.3 million based on the closing price of our common stock on December 31, 2007. As of March 31, 2008,
27.6 million OP Units were redeemable.



15



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##### Table of Contents

Note 7  Stockholders Equity

Common Stock

As of March 31, 2008, approximately 168.4 million shares of common stock were issued
and outstanding. The net proceeds from the prior sales of these securities were transferred to our operating partnership for a number of OP Units equal to the shares of common stock sold in our public and private offerings. Our operating partnership
has used these proceeds to fund the acquisition and development of our properties.

Dividend Reinvestment and Stock Purchase Plan

In April 2007, we began offering shares of our common stock through our new Dividend Reinvestment and Stock Purchase Plan (the Plan). The Plan permits
stockholders to acquire additional shares with quarterly dividends and to make additional cash investments to buy shares directly. Shares of common stock may be purchased in the open market, through privately negotiated transactions, or directly
from us as newly issued shares of common stock. All shares issued under the Plan were acquired in the open market.

Stock Based Compensation

Restricted Stock

During the three months ended
March 31, 2008 and 2007, we granted approximately 103,000 shares and 62,000 shares, respectively, of restricted stock to certain officers and employees at the weighted-average fair market value of $8.65 and $11.57 per share, respectively. The
restricted stock was recorded at the fair market value of our common stock on the date of issuance. These shares of restricted common stock may not be sold, assigned, transferred, pledged or otherwise disposed of and are subject to a risk of
forfeiture prior to the expiration of the applicable vesting period. These shares of restricted common stock have voting rights and rights to receive dividends.

Stock Options

During the three months ended March 31, 2008 and 2007, we granted approximately 1.6 million stock options and
557,000 stock options, respectively, at the weighted-average exercise price of $8.64 and $11.46 per share, respectively. The fair value of the aforementioned grants totaled $0.9 million and $0.6 million, respectively, and are amortized over their
respective vesting periods.

Note 8  Related Party Transactions

Transition services agreement with DCAG

In October 2006, we entered into a transitional services agreement
with DC Services, LLC, or DC Services, an affiliate of DCAG, whereby we received enumerated transitional services, including IT services, human resources, payroll and accounts payable services, necessary to operate our business for a one-year period
for a monthly fee of approximately $72,000. Upon the expiration of the one-year period, we renewed this agreement through December 31, 2007. During 2007, we paid approximately $900,000 to DC Services pursuant to this agreement. DC Services has
continued to provide us shared services in 2008 and on March 24, 2008, we entered into a shared services agreement with DC Services whereby DC Services is to provide us shared services during 2008 for a monthly fee of approximately $57,600,
starting January 2008.



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##### Table of Contents

Note 9  Earnings per Share

We determine basic earnings per common share by dividing net income attributable to common stockholders by the weighted average number of shares of common stock and common stock equivalents outstanding during the
period. We determine diluted earnings per common share by taking into account the effects of potentially issuable common stock, but only if the issuance of stock would be dilutive, including the presumed exchange of OP Units for shares of common
stock. The following table sets forth the computation of our basic and diluted earnings per common share (in thousands except per share information):



|                                                                                                    |  |                                     |         |   |      |   |        
|--------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ---- | - | -------
|                                                                                                    |  | For the Three MonthsEnded March 31,
|                                                                                                    |  | 2008                                |         |   | 2007
|Numerator                                                                                           |  |                                     |         |   |      |   |        
|Income (Loss) From Continuing Operations                                                            |  | $                                   | (267    | ) |      | $ | 330    
|Minority interests share of net income related to potentially dilutive shares                      |  |                                     |        |   |      |   | 41     
|                                                                                                    |  |                                     |         |   |      |   |        
|Numerator for diluted earnings per share  adjusted income (loss) from continuing operations        |  | $                                   | (267    | ) |      | $ | 371    
|                                                                                                    |  |                                     |         |   |      |   |        
|                                                                                                    |  |                                    
|Income from discontinued operations                                                                 |  | $                                   | 289     |   |      | $ | 8,276  
|Minority interests share of net income related to potentially dilutive shares                      |  |                                     | 39      |   |      |   | 1,406  
|                                                                                                    |  |                                     |         |   |      |   |        
|Numerator for diluted earnings per share  adjusted income from discontinued operations             |  | $                                   | 328     |   |      | $ | 9,682  
|                                                                                                    |  |                                     |         |   |      |   |        
|                                                                                                    |  |                                    
|Gain on dispositions of real estate interests, net of minority interest                             |  | $                                   | 362     |   |      | $ | 6,749  
|Minority interests share of net income related to potentially dilutive shares                      |  |                                     | 49      |   |      |   | 1,146  
|                                                                                                    |  |                                     |         |   |      |   |        
|Numerator for diluted earnings per share  adjusted gain from dispositions of real estate interests |  | $                                   | 411     |   |      | $ | 7,895  
|                                                                                                    |  |                                     |         |   |      |   |        
|Adjusted net income attributable to common stockholders                                             |  | $                                   | 309     |   |      | $ | 17,948 
|                                                                                                    |  |                                     |         |   |      |   |        
|                                                                                                    |  |                                    
|Denominator                                                                                         |  |                                     |         |   |      |   |        
|Weighted average common shares outstanding  basic                                                  |  |                                     | 168,386 |   |      |   | 168,355
|Potentially dilutive common shares                                                                  |  |                                     | 38,892  |   |      |   | 28,365 
|                                                                                                    |  |                                     |         |   |      |   |        
|Weighted average common shares outstanding  diluted                                                |  |                                     | 207,278 |   |      |   | 196,720
|                                                                                                    |  |                                     |         |   |      |   |        
|                                                                                                    |  |                                    
|Income per Common Share  Basic                                                                     |  |                                     |         |   |      |   |        
|Income (Loss) From Continuing Operations                                                            |  | $                                   | (0.00   | ) |      | $ | 0.00   
|Income from discontinued operations                                                                 |  |                                     | 0.00    |   |      |   | 0.05   
|Gain on dispositions of real estate interests, net of minority interest                             |  |                                     | 0.00    |   |      |   | 0.04   
|                                                                                                    |  |                                     |         |   |      |   |        
|Net Income                                                                                          |  | $                                   | 0.00    |   |      | $ | 0.09   
|                                                                                                    |  |                                     |         |   |      |   |        
|                                                                                                    |  |                                    
|Income per Common Share  Diluted                                                                   |  |                                     |         |   |      |   |        
|Income (Loss) From Continuing Operations                                                            |  | $                                   | (0.00   | ) |      | $ | 0.00   
|Income from discontinued operations                                                                 |  |                                     | 0.00    |   |      |   | 0.05   
|Gain on dispositions of real estate interests, net of minority interest                             |  |                                     | 0.00    |   |      |   | 0.04   
|                                                                                                    |  |                                     |         |   |      |   |        
|Net Income                                                                                          |  | $                                   | 0.00    |   |      | $ | 0.09   
|                                                                                                    |  |                                     |         |   |      |   |        



17



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Potentially Dilutive Shares

We have excluded from diluted earnings per share the weighted average common share equivalents related to approximately 1.6 million and 0.9 million stock options for the three months ended March 31,
2008 and 2007, respectively, because their effect would be anti-dilutive. For purposes of calculating diluted earnings per share in accordance with SFAS No. 128, Earnings per Share, we treat the dilutive impact of the unvested portion of
restricted shares as common stock equivalents.

Note 10  Segment Information

We consider each operating property to be an individual operating segment that has similar economic characteristics to all our other operating properties, which excludes the results from discontinued operations and
includes results from properties held for contribution. Our management considers rental revenues and property net operating income aggregated by property type to be the appropriate way to analyze performance. Certain reclassifications have been made
to prior year results to conform to the current presentation, primarily related to discontinued operations (see Note 11 for additional information).

The
following table sets forth the rental revenues and property net operating income of our property type segments in continuing operations for the three months ended March 31, 2008 and 2007 (in thousands):



|                           |  |                 |        |                 |   |        |  |      |        |  |   |       
|-------------------------- |  | --------------- | ------ | --------------- | - | ------ |  | ---- | ------ |  | - | ------
|                           |  | Rental Revenues |        | Property NOI(1)
|                           |  | 2008            |        | 2007            |   | 2008   |  | 2007
|Bulk distribution          |  | $               | 50,816 |                 | $ | 51,592 |  | $    | 37,981 |  | $ | 39,167
|Light industrial and other |  |                 | 14,647 |                 |   | 13,268 |  |      | 10,146 |  |   | 9,359 
|                           |  |                 |        |                 |   |        |  |      |        |  |   |       
|Total                      |  | $               | 65,463 |                 | $ | 64,860 |  | $    | 48,127 |  | $ | 48,526
|                           |  |                 |        |                 |   |        |  |      |        |  |   |       



| | (1) | Property net operating income (NOI) is defined as rental revenues, including reimbursements, less rental expenses and real estate taxes, which excludes depreciation,
amortization, general and administrative expense and interest expense. We consider property NOI to be an appropriate supplemental performance measure because property NOI reflects the operating performance of our properties and excludes certain
items that are not considered to be controllable in connection with the management of the property such as depreciation, interest expense, interest income and general and administrative expenses. However, property NOI should not be viewed as an
alternative measure of our financial performance since it excludes expenses which could materially impact our results of operations. Further, our property NOI may not be comparable to that of other real estate companies, as they may use different
methodologies for calculating property NOI. Therefore, we believe net income, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18



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##### Table of Contents

The following table is a reconciliation of our property NOI to our reported Income (Loss) From Continuing
Operations for the three months ended March 31, 2008 and 2007 (in thousands):



|                                                       |  |                                     |         |   |      |   |         |  
|------------------------------------------------------ |  | ----------------------------------- | ------- | - | ---- | - | ------- | -
|                                                       |  | For the Three Months EndedMarch 31, |        
|                                                       |  | 2008                                |         |   | 2007 |  
|Property NOI                                           |  | $                                   | 48,127  |   |      | $ | 48,526  |  
|Institutional capital management and other fees        |  |                                     | 860     |   |      |   | 746     |  
|Real estate related depreciation and amortization      |  |                                     | (29,103 | ) |      |   | (28,695 | )
|General and administrative expense                     |  |                                     | (5,882  | ) |      |   | (4,056  | )
|Equity in income of unconsolidated joint ventures, net |  |                                     | 287     |   |      |   | 74      |  
|Interest expense                                       |  |                                     | (14,550 | ) |      |   | (16,821 | )
|Interest income and other                              |  |                                     | 434     |   |      |   | 982     |  
|Income taxes                                           |  |                                     | (549    | ) |      |   | (471    | )
|Minority interests                                     |  |                                     | 109     |   |      |   | 45      |  
|                                                       |  |                                     |         |   |      |   |         |  
|Income (Loss) from Continuing Operations               |  | $                                   | (267    | ) |      | $ | 330     |  
|                                                       |  |                                     |         |   |      |   |         |  

The following table reflects our total assets, net of accumulated depreciation and amortization, by property type
segment (in thousands):



|                                                  |  |               |           |                  |   |          
|------------------------------------------------- |  | ------------- | --------- | ---------------- | - | ---------
|                                                  |  | March 31,2008 |           | December 31,2007
|Property type segments:                           |  |               |           |                  |   |          
|Bulk distribution                                 |  | $             | 1,932,791 |                  | $ | 1,943,128
|Light industrial and other                        |  |               | 526,799   |                  |   | 553,072  
|                                                  |  |               |           |                  |   |          
|Total segment net assets                          |  |               | 2,459,590 |                  |   | 2,496,200
|Development and redevelopment assets              |  |               | 148,115   |                  |   | 112,847  
|Non-segment assets:                               |  |               |           |                  |   |          
|Properties in pre-development including land held |  |               | 16,471    |                  |   | 25,025   
|Non-segment cash and cash equivalents             |  |               | 2,817     |                  |   | 3,316    
|Other non-segment assets(1)                       |  |               | 145,011   |                  |   | 141,604  
|                                                  |  |               |           |                  |   |          
|Total Assets                                      |  | $             | 2,772,004 |                  | $ | 2,778,992
|                                                  |  |               |           |                  |   |          



| | (1) | Other non-segment assets primarily consists of corporate assets including investments in unconsolidated joint ventures,
notes receivable, certain loan costs, including loan costs associated with our financing obligations, and deferred acquisition costs.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Included in rental revenues and segment net assets as of and for the three months ended March 31, 2008 was approximately $0.8 million and $60.6 million, respectively, attributable to operations in Mexico which commenced during 2007.



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Note 11  Discontinued Operations

In accordance with SFAS No. 144, we report results of operations from real estate assets that meet the definition of a component of an entity and have been sold, or meet the criteria to be classified as held for
sale, as discontinued operations. During the three months ended March 31, 2008, we sold one operating property in our bulk distribution segment comprised of approximately 84,000 square feet to a third party for a net gain of $0.4 million.
During the year ended December 31, 2007, we sold one development property in our bulk distribution segment comprised of approximately 499,000 square feet, and four operating properties in our light industrial and other segment comprised of
approximately 289,000 square feet to third parties for a net gain of $12.1 million. For the three months ended March 31, 2008 and 2007, Income from discontinued operations includes the results of operations of these properties prior
to the date of sale. This treatment resulted in certain reclassifications of financial statement amounts for the three months ended March 31, 2007. As of March 31, 2008, we had no properties classified as held for sale.

The following is a summary of the components of Income from discontinued operations for the three months ended March 31, 2008 and 2007 (in thousands):



|                                                                               |  |                             |     |   |      |   |        |  
|------------------------------------------------------------------------------ |  | --------------------------- | --- | - | ---- | - | ------ | -
|                                                                               |  | Three Months EndedMarch 31, |    
|                                                                               |  | 2008                        |     |   | 2007 |  
|Rental revenues                                                                |  | $                           | 76  |   |      | $ | 370    |  
|Rental expenses and real estate taxes                                          |  |                             | (17 | ) |      |   | (113   | )
|Real estate related depreciation and amortization                              |  |                             | (40 | ) |      |   | (88    | )
|                                                                               |  |                             |     |   |      |   |        |  
|Operating income                                                               |  |                             | 19  |   |      |   | 169    |  
|Interest expense, net                                                          |  |                             | (24 | ) |      |   | (59    | )
|                                                                               |  |                             |     |   |      |   |        |  
|Income (loss) before minority interest and gain on dispositions of real estate |  |                             | (5  | ) |      |   | 110    |  
|Gain on dispositions of real estate interests                                  |  |                             | 361 |   |      |   | 9,561  |  
|Minority interests                                                             |  |                             | (67 | ) |      |   | (1,395 | )
|                                                                               |  |                             |     |   |      |   |        |  
|Income from discontinued operations                                            |  | $                           | 289 |   |      | $ | 8,276  |  
|                                                                               |  |                             |     |   |      |   |        |  



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##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

FORWARD-LOOKING STATEMENTS

We make statements in this report that are considered forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are usually identified by
the use of words such as anticipates, believes, estimates, expects, intends, may, plans, projects, seeks, should,
will, and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of
1995 and are including this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the
information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can
give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of
risks and factors that are beyond our control including, without limitation:



| |  |  | the competitive environment in which we operate;
| | - |  | ------------------------------------------------



| |  |  | real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | decreased rental rates or increasing vacancy rates;
| | - |  | ---------------------------------------------------



| |  |  | defaults on or non-renewal of leases by tenants;
| | - |  | ------------------------------------------------



| |  |  | acquisition and development risks, including failure of such acquisitions and development projects to perform in accordance with projections;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing of acquisitions and dispositions;
| | - |  | --------------------------------------------



| |  |  | natural disasters such as fires, hurricanes and earthquakes;
| | - |  | ------------------------------------------------------------



| |  |  | national, international, regional and local economic conditions, including, in particular, the recent softening of the U.S. economy;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the general level of interest rates and the availability of debt financing, particularly in light of the recent disruption in the credit markets;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | energy costs;
| | - |  | -------------



| |  |  | the terms of governmental regulations that affect us and interpretations of those regulations, including changes in real estate and zoning laws and increases in
real property tax rates;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | financing risks, including the risk that our cash flows from operations may be insufficient to meet required payments of principal, and interest and other
commitments;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | lack of or insufficient amounts of insurance;
| | - |  | ---------------------------------------------



| |  |  | litigation, including costs associated with prosecuting or defending claims and any adverse outcomes;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | the consequences of future terrorist attacks;
| | - |  | ---------------------------------------------



| |  |  | possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently
owned or previously owned by us; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other risks and uncertainties detailed in the section entitled Risk Factors.
| | - |  | ------------------------------------------------------------------------------

In addition, our current and continuing qualification as a real estate investment trust, or REIT, involves the application of highly technical and complex provisions of
the Internal Revenue Code of 1986, or the Code, and depends on our ability to meet the various requirements imposed by the Code through actual operating results, distribution levels and diversity of stock ownership. We assume no obligation to update
publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the
Consolidated Financial Statements included in this report.

Unless the context otherwise requires, the terms we, us and
our refer to DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP, or our operating partnership, and their consolidated subsidiaries.



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Overview

DCT
Industrial Trust Inc. is a leading industrial real estate company that owns, operates and develops high-quality bulk distribution and light industrial properties in high-volume distribution markets in the U.S. and Mexico. As of March 31,
2008, the Company owned, managed or had under development approximately 76.9 million square feet of assets leased to approximately 850 corporate customers, including 12.1 million square feet managed on behalf of three institutional joint
venture partners. Our properties primarily consist of high-quality, generic bulk distribution warehouses and light industrial properties leased to corporate tenants. We own our properties through our operating partnership and its subsidiaries. DCT
Industrial Trust Inc. is the sole general partner and owned approximately 81% of the outstanding equity interests of our operating partnership as of March 31, 2008. We acquired our first property in June 2003 and have built a portfolio of 381
consolidated operating properties through March 31, 2008.

Our primary business objectives are to maximize sustainable long-term growth in earnings
and Funds From Operations, or FFO, as defined on page 38, and to maximize total return to our stockholders. In our pursuit of these objectives, we will:



| |  |  | actively manage our existing portfolio to maximize operating cash flows;
| | - |  | ------------------------------------------------------------------------



| |  |  | acquire and develop properties in selected markets, including Mexico, including through joint ventures;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | pursue development opportunities;
| | - |  | ---------------------------------



| |  |  | expand our institutional capital management program; and
| | - |  | --------------------------------------------------------



| |  |  | dispose of assets that no longer fit our investment criteria.
| | - |  | -------------------------------------------------------------

In order to achieve these objectives, we have raised capital through common stock issuances, our operating partnerships private placement (as more fully described below) and issued and assumed debt, while
maintaining a conservative leverage ratio.

Outlook

The primary source of our operating revenues and earnings is rents received from tenants under operating leases at our properties, including reimbursements from tenants for certain operating costs. We seek long-term earnings growth
primarily through increasing rents and operating income at existing properties, acquiring and developing additional high-quality properties in major distribution markets, increasing fee revenues from our institutional capital management program, and
generating profits from our development activities. In addition, we may recycle our capital by selling assets, contributing assets to joint ventures, funds or other commingled investment vehicles with institutional partners, and acquiring assets in
target markets.

Although the national real estate credit market has experienced increased volatility and the U.S. economy is slowing, we believe that
long-term demand for high-quality industrial warehouse space in major distribution markets will remain favorable. We expect near-term operating income from our existing properties to increase through rental rate growth on leases that are expiring
and through a moderate increase in average occupancy rates although occupancy could decline and operating earnings decrease if demand for warehouse space were to fall. Additionally, growth in operating earnings should be derived from development and
acquisitions in our target markets, which may be offset by disposing or contributing existing properties.

The principal risks to our business plan
include:



| |  |  | our ability to lease space to customers at rates which provide acceptable returns;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | our ability to sell or contribute assets at prices we find acceptable which generates funding for our business plan;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to locate development opportunities and to successfully develop such properties on time and within budget and then to successfully lease such
properties;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to attract institutional partners in our institutional capital management program on terms that we find acceptable;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to acquire properties that meet our quantitative and qualitative investment criteria; and
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | our ability to retain and attract talented people.
| | - |  | --------------------------------------------------



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We believe our investment focus on the largest and most active distribution markets in the United States and Mexico and
our monitoring of market and submarket demand and supply imbalances helps mitigate some of these risks.

We also expect the following key trends to affect
our industry positively:



| |  |  | the continued restructuring of corporate supply chains which may impact local demand for distribution space as companies relocate their operations consistent with
their particular requirements or needs;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the continued growth in international trade which necessitates the increased import and export of products in the U.S. and Mexico;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | the growth or continuing importance of industrial markets located near major transportation hubs including seaports, airports and major intermodal facilities; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continuing advancements in technology and information systems which enhance companies abilities to control their investment in inventories.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------

These key trends may gradually change the characteristics of the facilities needed by our tenants. However, we believe the buildings in
our portfolio are designed to be reconfigured and can accommodate gradual changes that may occur.

Our financing needs will depend largely on our ability
to acquire or develop properties as the majority of our cash generated from operations will be used for payment of distributions and to finance other activities. We expect the funding of additional cash needs to come from a combination of extending
existing maturities of debt, borrowings under our line of credit, new borrowings and/or proceeds from the sale or contribution of properties.

Inflation

Although the U.S. economy has been experiencing moderately higher inflation rates, inflation has not had a significant impact on us in our markets of
operation. Most of our leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes and insurance, thereby reducing our exposure to increases in costs and operating expenses resulting from
inflation. In addition, many of the outstanding leases expire within six years which may enable us to replace existing leases with new leases at higher base rentals if rents of existing leases are below the then-existing market rate.



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Significant Transactions During 2008

Summary of the three months ended March 31, 2008

During the three months ended March 31, 2008, we expanded
our presence in Mexico from eight buildings comprised of 633,000 square feet to 11 buildings comprised of 1.2 million square feet. Additionally, we entered into agreements for additional expansion in Mexico. The following further describes
certain significant transactions that occurred during the three months ended March 31, 2008.



| |  |  | Major Development Activities
| | - |  | ----------------------------

Mexico - During the three months ended March 31, 2008, we acquired three buildings from Nexxus Desarrollos Industriales (Nexxus) that were constructed under forward purchase commitments in Monterrey. The one
remaining shell-complete building is expected to be acquired during the second quarter of 2008. Additionally, during the three months ended March 31, 2008, we entered into additional forward purchase commitments with Nexxus to purchase four
shell-complete buildings, comprised of 482,000 square feet. Construction commenced on these four buildings during the quarter and is expected to be completed in late 2008. Completion of the expansion of one of the acquired buildings that began
during 2007 is expected to be completed during the third quarter of 2008.

SCLA - During 2006, we entered into a joint venture
agreement with Stirling Airports International, LLC, or Stirling, an unrelated third party, to be the master developer of up to 4,350 acres in Victorville, California, part of the Inland Empire submarket in Southern California. The development
project is located at the former George Air Force Base which closed in 1992 and is now known as Southern California Logistics Airport, or SCLA. We refer to this joint venture as the SCLA joint venture. Stirling entered into two master development
agreements which gave it certain rights to be the exclusive developer of the SCLA development project for the next 12 years (including extensions) and assigned these rights to the SCLA joint venture upon the closing of the venture. While our exact
share of the equity interests in the SCLA joint venture will depend on the amount of capital we contribute and the timing of contributions and distributions, the SCLA joint venture contemplates an equal sharing between us and Stirling of residual
profits and cash flows after all priority distributions.

During the three months ended March 31, 2008, the SCLA joint venture began
construction on one building comprised of approximately 1.0 million square feet and continued construction on one other building comprised of 296,000 square feet. Additionally, two buildings were completed during the quarter and leasing
activities commenced, with 49,000 square feet leased as of March 31, 2008.

IDI/DCT Buford, LLC JV -On March 10, 2008, we
entered into a joint venture agreement with Industrial Developments International, Inc., an unrelated third-party developer, to develop four distribution buildings comprised of approximately 600,000 square feet in Atlanta, Georgia on approximately
47 acres contributed to the joint venture. We received cash proceeds of approximately $1.5 million, equity in the venture and recognized a gain on the contribution of the land of approximately $276,000.



| |  |  | Disposition Activity - During the three months ended March 31, 2008, we disposed of one operating property comprised of approximately 84,000 square feet
to an unrelated third party for total gross proceeds of approximately $6.1 million, which resulted in a gain of approximately $0.4 million. Additionally, we contributed approximately 47 acres of land in Atlanta to the IDI/DCT Buford, LLC joint
venture. See additional discussion above.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Critical Accounting Policies

General

Our discussion and analysis of financial condition and results of operations is based on our Consolidated Financial
Statements, which have been prepared in accordance with United States generally accepted accounting principles, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our assumptions and estimates on an on-going basis. We base our estimates on
historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following discussion pertains to accounting policies management believes are most critical to the portrayal of our
financial condition and results of operations that require managements most difficult, subjective or complex judgments.

Revenue Recognition

We record rental revenues on a straight-line basis under which contractual rent increases are recognized evenly over the full lease term. Certain
properties have leases that provide for tenant occupancy during periods where no rent is due or where minimum rent payments increase during the term of the lease. Accordingly, we record receivables from tenants that we expect to collect over the
remaining lease term rather than currently, which are recorded as straight-line rents receivable. When we acquire a property, the terms of existing leases are considered to commence as of the acquisition date for the purposes of this calculation.

Tenant recovery income includes payments and amounts due from tenants pursuant to their leases for real estate taxes, insurance and other recoverable
property operating expenses and is recognized as Rental revenues during the same period the related expenses are incurred.

In connection with
property acquisitions, we may acquire leases with rental rates above or below the market rental rates. Such differences are recorded as an intangible asset or liability pursuant to Statement of Financial Accounting Standards, or SFAS, No. 141,
Business Combinations, or SFAS No. 141, and amortized to Rental revenues over the life of the related leases. Additionally, the unamortized balances of SFAS No. 141 assets and liabilities associated with the early
termination of leases are fully amortized to their respective revenue and expense line items in our Consolidated Statements of Operations over the shorter of the expected life of such assets and liabilities or the remaining lease term.

Investment in Real Estate, Valuation and Allocation of Real Estate Acquisitions

We capitalize direct costs associated with, and incremental to, the acquisition, development, redevelopment or improvement of real estate, including asset acquisition costs and leasing costs as well as direct internal
costs, if appropriate. Costs associated with acquisition or development pursuits are capitalized as incurred and, if the pursuit is abandoned, these costs are expensed during the period in which the pursuit is abandoned. Such costs considered for
capitalization include construction costs, interest, real estate taxes, insurance and other such costs if appropriate. Interest is capitalized on actual expenditures from the period when development or redevelopment commences until the asset is
substantially complete based on our current, weighted-average borrowing rates. Costs incurred for maintaining and making repairs to our real estate, which do not extend the life of our assets, are expensed as incurred.

Upon acquisition, the total cost of a property is allocated to land, building, building and land improvements, tenant improvements and intangible lease assets and
liabilities pursuant to SFAS No. 141. The fair value of identifiable tangible assets such as land, building, building and land improvements and tenant improvements is determined on an as-if-vacant basis. Management considers the
replacement cost of such assets, appraisals, property condition reports, market data and other related information in determining the fair value of the tangible assets. Pursuant to SFAS No. 141, the difference between the fair value and the
face value of debt assumed in connection with an acquisition is recorded as a premium or discount and amortized to Interest expense over the life of the debt assumed. The valuation of assumed liabilities is based on the current market
rate for similar liabilities. The



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allocation of the total cost of a property to an intangible lease asset includes the value associated with customer relationships and in-place leases that
may include leasing commissions, legal and other costs. In addition, the allocation of the total cost of a property requires allocating costs to an intangible asset or liability resulting from in-place leases being above or below the market rental
rates on the date of the acquisition. Intangible lease assets or liabilities will be amortized over the life of the remaining in-place leases as an adjustment to Rental revenues.

We have certain properties which we have acquired or removed from service with the intention to redevelop the building. Buildings under redevelopment require significant
construction activities prior to being placed back into service. Additionally, we may acquire, develop, or redevelop certain properties with the intention to contribute the property to an institutional capital management joint venture, in which we
may retain ownership in or manage the assets of the joint venture. We refer to these properties as held for contribution. We generally do not depreciate properties classified as redevelopment or held for contribution through the date the properties
are contributed. Land undergoing activities necessary to prepare it for its intended use prior to significant construction activities is classified as pre-development.

Real estate, including land, building, building and land improvements, tenant improvements and leasing costs, and intangible lease assets and liabilities are stated at historical cost less accumulated depreciation and
amortization. Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets or liabilities as follows:



|                                           |  |                                    
|------------------------------------------ |  | -----------------------------------
|Description                                |  | Standard Depreciable Life          
|Land                                       |  | Not depreciated                    
|Building                                   |  | 40 years                           
|Building and land improvements             |  | 20 years                           
|Tenant improvements                        |  | Lease term                         
|Lease costs                                |  | Lease term                         
|Intangible lease assets and liabilities    |  | Average term of leases for property
|Above/below market rent assets/liabilities |  | Lease term                         

The table above reflects the standard depreciable lives typically used to compute depreciation and amortization.
However, such depreciable lives may be different based on the estimated useful life of such assets or liabilities. The cost of assets sold or retired and the related accumulated depreciation and/or amortization is removed from the accounts and the
resulting gain or loss, if necessary, is reflected in our Consolidated Statements of Operations during the period in which such sale or retirement occurs.

Depreciation and Useful Lives of Real Estate Assets

We estimate the depreciable portion of our real estate assets and their related useful
lives in order to record depreciation expense. Our managements ability to accurately estimate the depreciable portions of our real estate assets and their useful lives is critical to the determination of the appropriate amount of depreciation
expense recorded and the carrying values of the underlying assets. Any change to the estimated depreciable lives of these assets would have an impact on the depreciation expense we recognize. Depreciation is not recorded on buildings currently in
pre-development, being developed or redeveloped until the building is substantially completed and ready for its intended use, normally not later than one year from cessation of major construction activity. If the useful life estimate was reduced by
one year for all buildings and building and land improvements in continuing operations, depreciation expense would have increased $0.4 million.

Impairment of Long-Lived Assets

Long-lived assets held and used are carried at cost and evaluated for impairment in accordance with
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, or SFAS No. 144. SFAS No. 144 provides that such an evaluation should be performed when events or changes in circumstances indicate such an
evaluation is warranted. Examples include the point at which we deem the long-lived asset to be held for sale, downturns in the economy, etc. Impairment of long-lived assets is considered a critical accounting estimate because the evaluation of
impairment and the determination of fair values involve a number of management assumptions relating to future economic events that could materially affect the determination of the ultimate value, and therefore, the carrying



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amounts of our real estate. Such assumptions include, but are not limited to, projecting vacancy rates, rental rates, property operating expenses, capital
expenditures and debt financing rates, among other things. The capitalization rate is also a significant driving factor in determining the property valuation which requires managements judgment of factors such as market knowledge, historical
experience, lease terms, tenant financial strength, economy, demographics, environment, property location, visibility, age, physical condition and investor return requirements, among other things. All of the aforementioned factors are taken as a
whole by management in determining the valuation of investment property. The valuation is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole. Should the actual results differ from
managements judgment, the valuation could be negatively affected and may result in a negative impact to our Consolidated Financial Statements.

Principles of Consolidation

Our Consolidated Financial Statements include the accounts of our company and our consolidated
subsidiaries and partnerships that we control either through ownership of a majority voting interest, as the primary beneficiary, or otherwise. All significant intercompany accounts and transactions have been eliminated in consolidation. Investments
in entities in which we do not own a majority voting interest but over which we have the ability to exercise significant influence over operating and financial policies are presented under the equity method. Investments in entities in which we do
not own a majority voting interest and over which we do not have the ability to exercise significant influence are carried at the lower of cost or fair value, as appropriate. Our judgments with respect to our level of influence or control of an
entity and whether we are the primary beneficiary of a variable interest entity as defined by Financial Accounting Standards Board, or FASB, Interpretation No. 46(R), Consolidation of Variable Interest Entities, or FIN No. 46(R),
involve consideration of various factors including the form of our ownership interest, our representation on the entitys board of directors, the size of our investment (including loans) and our ability to participate in policy making
decisions. Our ability to correctly assess our influence or control over an entity affects the presentation of these investments in our Consolidated Financial Statements and, consequently, our financial position and specific items in our results of
operations that are used by our stockholders, lenders and others in their evaluation of us.

Generally, we consolidate real estate partnerships and other
entities that are not variable interest entities (as defined in FIN No. 46(R)) when we own, directly or indirectly, a majority voting interest in the entity. Emerging Issues Task Force, or EITF, Issue No. 04-5, Determining Whether a
General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights, or EITF 04-5, provides an accounting model to be used by a general partner, or group of general
partners, to determine whether the general partner(s) controls a limited partnership or similar entity in light of certain rights held by the limited partners and provides additional guidance on what constitutes substantive kick-out rights and
substantive participating rights.

Customer Diversification

As of March 31, 2008, there were no customers that occupied more that 5.0% of our consolidated and unconsolidated operating properties and development properties based on annualized base rent or gross leased square feet. The following
table reflects our ten largest customers, based on annualized base rent as of March 31, 2008, that occupy approximately 10.7 million square feet in all consolidated and unconsolidated operating properties, and development properties.

Deutsche Post World Net (DHL & Exel)

Technicolor

Whirlpool Corporation

Bridgestone/Firestone

EGL, Inc.

S.C Johnson & Son, Inc.

The Clorox Sales Company

Ozburn-Hessey Logistics

United Parcel Service (UPS)

Home Depot Inc.



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New Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS No. 161). SFAS No. 161 requires companies with derivative instruments to disclose
information that would enable financial statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, (SFAS No. 133) and how derivative instruments and related hedged items affect a companys financial position, financial performance and cash flows. The new requirements apply to
derivative instruments and nonderivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under SFAS No. 133. SFAS No. 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008; however, early application is encouraged. We intend to adopt SFAS No. 161 on January 1, 2009.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 (SFAS No. 160), Noncontrolling Interests in Consolidated Financial StatementsAn Amendment of
ARB No. 51. SFAS No. 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or
after December 15, 2008, and early adoption is not permitted. We are currently evaluating the application of SFAS No. 160 and its effect on our Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141, Business Combinations (revised 2007) (SFAS No. 141(R)). SFAS No. 141(R) requires the
acquiring entity in a business combination to record all assets acquired and liabilities assumed at their respective acquisition-date fair values, changes the recognition of assets acquired and liabilities assumed arising from contingencies, changes
the recognition and measurement of contingent consideration, and requires the expensing of acquisition-related costs as incurred. SFAS No. 141(R) also requires additional disclosure of information surrounding a business combination, such that
users of the entitys financial statements can fully understand the nature and financial impact of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply the provisions of SFAS No. 141(R) prior to that date. We are currently evaluating the application of SFAS No. 141(R) and
its effect on our Consolidated Financial Statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities (SFAS No. 159) which expands the use of the fair value measurement to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Upon adoption of this Statement, we did not elect the SFAS No. 159 option for our existing financial assets and liabilities and
therefore adoption of SFAS No. 159 did not have any impact on our Consolidated Financial Statements.

On January 1, 2008, the Company adopted
SFAS No. 157, Fair Value Measurements(SFAS No. 157), which defines fair-value, establishes a framework for measuring fair-value, and expands disclosures about fair-value measurements. SFAS No. 157 applies to
reported balances that are required or permitted to be measured at fair-value under existing accounting pronouncements; accordingly, the standard does not require any new fair-value measurements of reported balances.

We have deferred the adoption of SFAS No. 157 with respect to nonfinancial assets and liabilities in accordance with the provisions of FSP FAS 157-2, Effective
Date of FASB Statement No. 157. Items in this classification include intangible assets and liabilities.

SFAS No. 157 emphasizes that
fair-value is a market-based measurement, not an entity-specific measurement. Therefore, a fair-value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for
considering market participant assumptions in fair-value measurements, SFAS No. 157 establishes a fair-value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the
reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entitys own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).



28



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##### Table of Contents

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the
Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and
liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3
inputs are unobservable inputs for the asset or liability, that are typically based on an entitys own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair-value measurement is based
on inputs from different levels of the fair-value hierarchy, the level in the fair-value hierarchy within which the entire fair-value measurement falls is based on the lowest level input that is significant to the fair-value measurement in its
entirety. The Companys assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Currently, the Company uses forward starting and interest rate swaps to manage certain interest rate risk. The valuation of these instruments is determined using widely
accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based
inputs, including interest rate curves. The fair-values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments
(or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. To comply with the provisions of SFAS No. 157, the Company
incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterpartys nonperformance risk in the fair-value measurements. In adjusting the fair-value of its derivative contracts
for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair-value hierarchy, the credit valuation
adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of March 31, 2008, the Company has assessed the
significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a
result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair-value hierarchy.

On a recurring
basis, we measure our derivatives at fair value, which was a net liability of $8.0 million as of March 31, 2008. The fair value of these derivatives was determined using Level 2 inputs, as described in SFAS No. 157.



29



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##### Table of Contents

Results of Operations

Summary of the three months ended March 31, 2008 compared to the three months ended March 31, 2007

DCT Industrial Trust Inc. is a
leading industrial real estate company that owns, operates and develops high-quality bulk distribution and light industrial properties in high-volume distribution markets in the U.S. and Mexico. As of March 31, 2008, we consolidated 381
operating properties, five redevelopment properties and 15 development properties, and we owned, managed or had under development approximately 76.9 million square feet of assets leased to approximately 850 corporate customers, including
12.1 million square feet managed on behalf of three institutional joint venture partners. As of March 31, 2007, we consolidated 369 operating properties (two of which were excluded from continuing operations as they were disposed of as of
March 31, 2008), six redevelopment properties, and three development properties.

The following table illustrates the changes in our consolidated
operating properties in continuing operations by segment as of, and for the three months ended, March 31, 2008 compared to March 31, 2007, respectively (dollar amounts in thousands).



|                                                  |  |                  |           |   |                           |   |         |                  |  |   |                           |   |  |   |         |  
|------------------------------------------------- |  | ---------------- | --------- | - | ------------------------- | - | ------- | ---------------- |  | - | ------------------------- | - |  | - | ------- | -
|                                                  |  | 2008             |           |   | 2007                      |  
|Operating properties in continuing operations(1): |  | BulkDistribution |           |   | Light Industrialand Other |   |         | BulkDistribution |  |   | Light Industrialand Other |  
|Number of buildings                               |  |                  | 224       |   |                           |   | 157     |                  |  |   | 215                       |   |  |   | 152     |  
|Square feet (in thousands)                        |  |                  | 45,853    |   |                           |   | 7,691   |                  |  |   | 46,493                    |   |  |   | 7,347   |  
|Occupancy at end of period                        |  |                  | 93.7      | % |                           |   | 91.1    | %                |  |   | 93.7                      | % |  |   | 89.3    | %
|Segment net assets                                |  | $                | 1,932,641 |   |                           | $ | 526,780 |                  |  | $ | 2,027,686                 |   |  | $ | 513,709 |  
|Rental revenues                                   |  | $                | 50,816    |   |                           | $ | 14,647  |                  |  | $ | 51,592                    |   |  | $ | 13,268  |  
|Property net operating income(2)                  |  | $                | 37,981    |   |                           | $ | 10,146  |                  |  | $ | 39,167                    |   |  | $ | 9,359   |  



| | (1) | Includes 19 operating properties held for contribution as of March 31, 2008, which are included in continuing
operations as they do not meet the criteria to be classified as discontinued operations, in accordance with SFAS No. 144. As of March 31, 2007, two properties were classified as held for contribution.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Property net operating income, or property NOI, is defined as rental revenues, including reimbursements, less rental
expenses and real estate taxes, which excludes depreciation, amortization, general and administrative expenses and interest expense. We consider property NOI to be an appropriate supplemental performance measure because property NOI reflects the
operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the property such as depreciation, amortization, general and administrative expenses and interest
expense. However, property NOI should not be viewed as an alternative measure of our financial performance since it excludes expenses which could materially impact our results of operations. Further, our property NOI may not be comparable to that of
other real estate companies, as they may use different methodologies for calculating property NOI. Therefore, we believe net income, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

The following table is a reconciliation of our property NOI to our reported Income (Loss) From Continuing
Operations for the three months ended March 31, 2008 and 2007 (in thousands):



|                                                       |  |                                     |         |   |      |   |         |  
|------------------------------------------------------ |  | ----------------------------------- | ------- | - | ---- | - | ------- | -
|                                                       |  | For the Three Months EndedMarch 31, |        
|                                                       |  | 2008                                |         |   | 2007 |  
|Property NOI                                           |  | $                                   | 48,127  |   |      | $ | 48,526  |  
|Institutional capital management and other fees        |  |                                     | 860     |   |      |   | 746     |  
|Real estate related depreciation and amortization      |  |                                     | (29,103 | ) |      |   | (28,695 | )
|General and administrative expense                     |  |                                     | (5,882  | ) |      |   | (4,056  | )
|Equity in income of unconsolidated joint ventures, net |  |                                     | 287     |   |      |   | 74      |  
|Interest expense                                       |  |                                     | (14,550 | ) |      |   | (16,821 | )
|Interest income and other                              |  |                                     | 434     |   |      |   | 982     |  
|Income taxes                                           |  |                                     | (549    | ) |      |   | (471    | )
|Minority interests                                     |  |                                     | 109     |   |      |   | 45      |  
|                                                       |  |                                     |         |   |      |   |         |  
|Income (Loss) from Continuing Operations               |  | $                                   | (267    | ) |      | $ | 330     |  
|                                                       |  |                                     |         |   |      |   |         |  

The following table reflects our total assets, net of accumulated depreciation and amortization, by property type
segment (in thousands):



|                                                  |  |               |           |               |   |          
|------------------------------------------------- |  | ------------- | --------- | ------------- | - | ---------
|                                                  |  | March 31,2008 |           | March 31,2007
|Property type segments:                           |  |               |           |               |   |          
|Bulk distribution                                 |  | $             | 1,932,791 |               | $ | 2,027,686
|Light industrial and other                        |  |               | 526,799   |               |   | 513,709  
|                                                  |  |               |           |               |   |          
|Total segment net assets                          |  |               | 2,459,590 |               |   | 2,541,395
|Development and redevelopment assets              |  |               | 148,115   |               |   | 40,185   
|Properties excluded from continuing operations    |  |               |          |               |   | 22,730   
|Non-segment assets:                               |  |               |           |               |   |          
|Properties in pre-development including land held |  |               | 16,471    |               |   | 31,204   
|Non-segment cash and cash equivalents             |  |               | 2,817     |               |   | 76,626   
|Other non-segment assets(1)                       |  |               | 145,011   |               |   | 88,258   
|                                                  |  |               |           |               |   |          
|Total Assets                                      |  | $             | 2,772,004 |               | $ | 2,800,398
|                                                  |  |               |           |               |   |          



| | (1) | Other non-segment assets primarily consists of corporate assets including investments in unconsolidated joint ventures,
notes receivable, certain loan costs, including loan costs associated with our financing obligations, and deferred acquisition costs.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Comparison of the three months ended March 31, 2008 compared to the three months ended March 31, 2007

The following table illustrates the changes in rental revenues, rental expenses and real estate taxes, property net operating income, other income and
other expenses for the three months ended March 31, 2008 compared to the three months ended March 31, 2007. Our same store portfolio includes all operating properties that we owned for the entirety of both the current and prior year
reporting periods for which the operations had been stabilized. The same store portfolio for the three months ended March 31, 2008 totaled 352 buildings comprised of approximately 49.2 million square feet. A discussion of these changes
follows the table (in thousands).



|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|----------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | -------- | - | ------ | - |  | - | ------- | -
|                                                                                          |  | Three Months EndedMarch 31, |        |   | $ Change |  
|                                                                                          |  | 2008                        |        |   | 2007     |   |       
|Rental Revenues                                                                           |  |                             |        |   |          |   |        |   |  |   |         |  
|Same store                                                                                |  | $                           | 59,365 |   |          | $ | 57,999 |   |  | $ | 1,366   |  
|2008/2007 acquisitions and dispositions, net                                              |  |                             | 2,351  |   |          |   | 6,390  |   |  |   | (4,039  | )
|Development and redevelopment                                                             |  |                             | 847    |   |          |   | 288    |   |  |   | 559     |  
|Held for contribution                                                                     |  |                             | 2,772  |   |          |   | 183    |   |  |   | 2,588   |  
|Revenues related to early lease terminations, net                                         |  |                             | 128    |   |          |   |       |   |  |   | 128     |  
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Total rental revenues                                                                     |  |                             | 65,463 |   |          |   | 64,860 |   |  |   | 602     |  
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Rental Expenses and Real Estate Taxes                                                     |  |                             |        |   |          |   |        |   |  |   |         |  
|Same store                                                                                |  |                             | 16,013 |   |          |   | 14,407 |   |  |   | 1,606   |  
|2008/2007 acquisitions and dispositions, net                                              |  |                             | 408    |   |          |   | 1,694  |   |  |   | (1,286  | )
|Development and redevelopment                                                             |  |                             | 242    |   |          |   | 134    |   |  |   | 108     |  
|Held for contribution                                                                     |  |                             | 673    |   |          |   | 99     |   |  |   | 573     |  
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Total rental expenses and real estate taxes                                               |  |                             | 17,336 |   |          |   | 16,334 |   |  |   | 1,001   |  
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Property Net Operating Income (1)                                                         |  |                             |        |   |          |   |        |   |  |   |         |  
|Same store                                                                                |  |                             | 43,352 |   |          |   | 43,592 |   |  |   | (240    | )
|2008/2007 acquisitions and dispositions, net                                              |  |                             | 1,943  |   |          |   | 4,696  |   |  |   | (2,753  | )
|Development and redevelopment                                                             |  |                             | 605    |   |          |   | 154    |   |  |   | 451     |  
|Held for contribution                                                                     |  |                             | 2,099  |   |          |   | 84     |   |  |   | 2,015   |  
|Revenues related to early lease terminations, net                                         |  |                             | 128    |   |          |   |       |   |  |   | 128     |  
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Total property net operating income                                                       |  |                             | 48,127 |   |          |   | 48,526 |   |  |   | (399    | )
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Other Income                                                                              |  |                             |        |   |          |   |        |   |  |   |         |  
|Institutional capital management and other fees                                           |  |                             | 860    |   |          |   | 746    |   |  |   | 114     |  
|Gain on dispositions of real estate assets                                                |  |                             | 200    |   |          |   | 4,174  |   |  |   | (3,974  | )
|Gain on dispositions of non-depreciated real estate                                       |  |                             | 246    |   |          |   | 3,711  |   |  |   | (3,465  | )
|Equity in income of unconsolidated joint ventures, net                                    |  |                             | 287    |   |          |   | 74     |   |  |   | 213     |  
|Interest income and other                                                                 |  |                             | 434    |   |          |   | 982    |   |  |   | (548    | )
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Total other income                                                                        |  |                             | 2,027  |   |          |   | 9,687  |   |  |   | (7,660  | )
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Other Expenses                                                                            |  |                             |        |   |          |   |        |   |  |   |         |  
|Real estate related depreciation and amortization                                         |  |                             | 29,103 |   |          |   | 28,695 |   |  |   | 408     |  
|General and administrative expenses                                                       |  |                             | 5,882  |   |          |   | 4,056  |   |  |   | 1,826   |  
|Income taxes                                                                              |  |                             | 549    |   |          |   | 471    |   |  |   | 78      |  
|Interest expense                                                                          |  |                             | 14,550 |   |          |   | 16,821 |   |  |   | (2,271  | )
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Total other expenses                                                                      |  |                             | 50,084 |   |          |   | 50,043 |   |  |   | 41      |  
|Minority interests                                                                        |  |                             | 25     |   |          |   | (1,091 | ) |  |   | 1,116   |  
|Income (loss) from discontinued operations                                                |  |                             | (5     | ) |          |   | 110    |   |  |   | (115    | )
|Gain on dispositions of real estate interests, net, classified as discontinued operations |  |                             | 294    |   |          |   | 8,166  |   |  |   | (7,872  | )
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  
|Net income                                                                                |  | $                           | 384    |   |          | $ | 15,355 |   |  | $ | (14,971 | )
|                                                                                          |  |                             |        |   |          |   |        |   |  |   |         |  



| | (1) | For a discussion as to why we view property net operating income to be an appropriate supplemental performance measure,
and a reconciliation of our property net operating income to our reported Income (Loss) From Continuing Operations, see page 30-31 above.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Rental Revenues

Rental revenues increased by approximately $0.6 million, or 1%, for the three months ended March 31, 2008 compared to the same period in 2007, primarily as a result of increased base rent per square foot, increased average occupancy,
and slightly higher tenant recovery income. Same store rental revenues increased by approximately $1.4 million, or 2%, for the three months ended March 31, 2008 compared to the same period in 2007 primarily due to increased base rent per square
foot, slightly better average occupancy and higher tenant recovery income.

Rental Expenses and Real Estate Taxes

Rental expenses and real estate taxes increased by approximately $1.0 million, or 6%, for the three months ended March 31, 2008 compared to the same period in 2007,
primarily as a result of increased maintenance costs due to worse winter weather and higher property taxes, both of which are generally recoverable from our tenants. Additionally, we recorded $0.6 million as a reserve for bad debts during the three
months ended March 31, 2008 primarily related to a tenant bankruptcy and other non-recoverable expenses increased approximately $0.2 million. Same store rental expenses and real estate taxes increased by approximately $1.6 million, or 11%, for
the three months ended March 31, 2008 as compared to the same period in 2007, also primarily related to increased maintenance costs due to worse winter weather, and higher property taxes and bad debt expense.

Other Income

Other income decreased by approximately $7.7 million
for the three months ended March 31, 2008 as compared to the same period in 2007, primarily as a result of a decrease of approximately $7.4 million in gains related to dispositions of real estate interests reported in continuing operations and
by a decrease in interest income of $0.5 million due to lower average cash balances.

Other Expenses

Real estate related depreciation and amortization increased by approximately $0.4 million for the three months ended March 31, 2008 as compared to the same period in
2007, increased depreciation expense related to a reduction of the estimated useful lives of certain buildings during the third quarter of 2007. The increase in general and administrative expenses of $1.8 million primarily relates to increased
compensation costs due to increased headcount, and higher professional fees. The decrease in interest expense of approximately $2.3 million is primarily attributable to the lower outstanding balance of our financing obligations during the three
months ended March 31, 2008 compared to the same period in 2007, partially offset by a $1.4 million charge to interest expense related to the change in fair value of two forward-starting swaps that did not qualify for hedge accounting as of
March 31, 2008 .

Income from Discontinued Operations

Income from discontinued operations decreased primarily due to fewer property sales to unrelated third parties during the during the three months ended March 31, 2008, compared to the three months ended March 31, 2007.

Minority Interest

We owned approximately 81% of our operating
partnership as of March 31, 2008 compared to approximately 82% as of December 31, 2007 primarily due to issuance of OP Units to unrelated third-party investors in connection with our operating partnerships private placement (see Note
5 to our Consolidated Financial Statements for additional information).



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##### Table of Contents

Liquidity and Capital Resources

Overview

We currently expect that our principal sources of working capital and funding for potential capital
requirements for expansions and renovation of properties, developments, acquisitions, distributions to investors and debt service will include:



| |  |  | Cash flows from operations;
| | - |  | ---------------------------



| |  |  | Proceeds from capital recycling, including asset contributions and dispositions;
| | - |  | --------------------------------------------------------------------------------



| |  |  | Borrowings under our senior unsecured credit facility;
| | - |  | ------------------------------------------------------



| |  |  | Other forms of secured or unsecured financings;
| | - |  | -----------------------------------------------



| |  |  | Current cash balances; and
| | - |  | --------------------------



| |  |  | Distributions from our institutional capital management program.
| | - |  | ----------------------------------------------------------------

We believe that our sources of capital are adequate and will continue to be adequate to meet our short-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include
operating activities, debt service obligations, regular quarterly equityholder distributions, capital expenditures at our properties, development funding requirements, forward purchase commitments (as more fully described below) and future
acquisitions.

We expect to utilize the same sources of capital we rely on to meet our short-term liquidity requirements to meet our long-term liquidity
requirements. We expect these resources will be adequate to fund our operating activities, debt service obligations and equityholder distributions and will be sufficient to fund our ongoing acquisition and development activities as well as to
provide capital for investment in future development and other joint ventures along with additional potential forward purchase commitments. In addition, we may engage in future offerings of common stock or other securities.

Cash Flows

During the three months ended March 31, 2008
compared to the same period in 2007, our cash provided by operating activities increased $2.7 million, from $24.5 million to $27.2 million, primarily related to lower interest expense and higher operating distributions from our institutional capital
management joint ventures partially offset by lower interest income and higher general and administrative costs. During the three months ended March 31, 2008, investing activities used $30.7 million in cash primarily related to $24.1 million
spent for the acquisition of three properties, contributions to our unconsolidated joint ventures of $14.9 million and capital expenditures related to our industrial properties of $13.3 million, offset primarily by proceeds of $11.8 million from the
sale of one building and the contribution of land to a unconsolidated joint venture. During the three months ended March 31, 2007, investing activities provided $103.4 million primarily from the proceeds of $156.4 million from the sale of nine
properties, offset by $41.0 million used for the acquisition of five properties and $8.0 million used for capital expenditures. During the three months ended March 31, 2008 compared to the same period in 2007, we used $52.2 million less cash in
our financing activities. Although we paid $22.0 million more in principal repayments of long-term debt, we increased our short-term borrowings by $75.3 million.

During the three months ended March 31, 2008, we paid distributions of $33.1 million, which were satisfied through our existing cash balances, cash provided by operations and short-term borrowings. During the three months ended
March 31, 2007, we paid cash distributions of approximately $30.8 million.

Common Stock

As of March 31, 2008, approximately 168.4 million shares of common stock were issued and outstanding. The net proceeds from the sales of these securities were
transferred to our operating partnership for a number of OP Units equal to the shares of common stock sold in our public and private offerings. Our operating partnership has used these proceeds to fund the acquisition and development of our
properties.



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##### Table of Contents

Dividend Reinvestment and Stock Purchase Plan

In April 2007, we began offering shares of our common stock through our new Dividend Reinvestment and Stock Purchase Plan (the Plan). The Plan permits stockholders to acquire additional shares with
quarterly dividends and to make additional cash investments to buy shares directly. Shares of common stock may be purchased in the open market, through privately negotiated transactions, or directly from us as newly issued shares of common stock.
All shares issued under the Plan were acquired in the open market.

Institutional Capital Management

Property contributions to institutional joint ventures enable us to recycle capital while maintaining a long-term ownership interest in contributed properties. This
business strategy also provides liquidity to fund future activities and generates revenues from asset management fees, and we may earn additional fees and incentives by providing other services including, but not limited to, acquisition,
development, construction management and leasing.

Forward Purchase Commitments

Nexxus

In November 2006, we entered into six separate forward purchase
commitments with Nexxus Desarrollos Industriales (Nexxus) to acquire six newly constructed buildings totaling approximately 859,000 square feet. The six buildings are located on separate development sites in four submarkets in the
metropolitan area of Monterrey, Nuevo Leon, Mexico. The forward purchase commitments obligated us to acquire each of the facilities from Nexxus upon completion, subject to a variety of conditions related to, among other things, the buildings
complying with approved drawings and specifications. Contemporaneously with the execution of the forward purchase commitments, we provided Nexxus with six separate letters of credit, all of which were settled as of March 31, 2008. As of
March 31, 2008, we sold our interests in one of the six buildings, we acquired four of the buildings, and the one remaining building is expected to be acquired during the second quarter of 2008. Additionally, during late 2007, we began an
expansion of one of the buildings acquired and provided Nexxus with an additional letter of credit for $3.8 million related to the expansion. During the three months ended March 31, 2008, we entered into four similar forward purchase
commitments with Nexxus and provided an additional letters of credit totaling $21.4 million. Construction of these buildings is expected to be completed in late 2008.

Distributions

The payment of quarterly distributions is determined by our board of directors and may be
adjusted at its discretion at any time. We currently pay an annualized distribution rate of $0.64 per share or OP unit. We believe this level to be appropriate and sustainable based upon the evaluation of existing assets within our portfolio,
anticipated acquisitions and dispositions, projected levels of additional capital to be raised, debt to be incurred in the future and our anticipated results of operations.

During the three months ended March 31, 2008, our board of directors declared distributions to stockholders totaling approximately $33.4 million, including distributions to OP unitholders. During the same
period of 2007, our board of directors declared distributions to stockholders totaling approximately $31.9 million, including distributions to OP unitholders. During the three months ended March 31, 2008, we paid distributions using existing
cash balances and short-term borrowings.

Outstanding Indebtedness

As of March 31, 2008, our outstanding indebtedness consisted of secured mortgage debt, unsecured notes and an unsecured revolving credit facility (line of credit) and totaled approximately $1.2
billion, excluding $106.4 million representing our proportionate share of debt associated with unconsolidated joint ventures. As of March 31, 2008, the historical cost of all our consolidated properties was approximately $2.9 billion and the
historical cost of all properties securing our fixed rate mortgage debt was approximately $1.2 billion. Our debt has various covenants and we were in compliance with all of these covenants as of March 31, 2008.

All of these debt instruments require monthly or quarterly payments of interest and many require, or will ultimately require, monthly or quarterly repayments of
principal. Currently, cash flows from our operations are sufficient to satisfy these monthly and quarterly debt service requirements and we anticipate that cash flows from operations will



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##### Table of Contents

continue to be sufficient to satisfy our regular monthly and quarterly debt service. During 2008, we expect to refinance our maturing debt through a
combination of extending existing maturities, borrowings under our line of credit and/or new borrowings. During the three months ended March 31, 2008, we entered into an agreement, which is effective June 9, 2008, to extend the maturity
date of $175.0 million of the $275.0 million senior unsecured note from June 9, 2008 to June 9, 2013, bearing interest at a fixed rate of 6.11%. During the three months ended March 31, 2008 and 2007, our debt service, including
principal and interest, totaled $45.9 million and $19.2 million, respectively.

To manage interest rate risk for forecasted refinancing of fixed-rate debt,
we have primarily used forward-starting swaps as part of our cash flow hedging strategy. These derivatives are designed to mitigate the risk of future interest rate fluctuations by providing a future fixed interest rate for a limited period of time.
As of March 31, 2008, such derivatives as described in the following table were in place to hedge the variability of cash flows associated with forecasted issuances of debt (dollar amounts in thousands):



|                      |  |                |        |                |        |               |        |              |       
|--------------------- |  | -------------- | ------ | -------------- | ------ | ------------- | ------ | ------------ | ------
|                      |  | NotionalAmount |        | SwapStrikeRate |        | EffectiveDate |        | MaturityDate
|Forward-starting swap |  | $              | 26,000 |                | 5.364% |               | 1/2010 |              | 1/2020
|Forward-starting swap |  | $              | 90,000 |                | 5.430% |               | 6/2012 |              | 6/2022

Line of Credit

Our senior unsecured revolving credit facility is with a syndicated group of banks and has a total capacity of $300.0 million and matures December 2010. The facility has provisions to increase its total capacity to $500.0 million. At our
election, the facility bears interest either at LIBOR plus between 0.55% and 1.1%, depending upon our consolidated leverage, or at prime and is subject to an annual facility fee. The facility contains various covenants, including financial covenants
with respect to consolidated leverage, tangible net worth, fixed charge coverage, unsecured indebtedness, and secured indebtedness. As of March 31, 2008 and 2007, we were in compliance with all of these covenants. As of March 31, 2008 and
December 31, 2007, $145.0 million and $82.0 million, respectively, were outstanding under this facility.



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Debt Maturities

The
following table sets forth the scheduled maturities of our debt, excluding unamortized premiums, as of March 31, 2008 (amounts in thousands).



|                  |  |                      |         |     |               |   |                          |  |       |         |  |   |          
|----------------- |  | -------------------- | ------- | --- | ------------- | - | ------------------------ |  | ----- | ------- |  | - | ---------
|Year              |  | SeniorUnsecuredNotes |         |     | MortgageNotes |   | UnsecuredCredit Facility |  | Total
|Remainder of 2008 |  | $                    | 275,000 | (1) |               | $ | 42,231                   |  | $     |        |  | $ | 317,231  
|2009              |  |                      |        |     |               |   | 7,924                    |  |       |        |  |   | 7,924    
|2010              |  |                      |        |     |               |   | 58,512                   |  |       | 145,000 |  |   | 203,512  
|2011              |  |                      | 50,000  |     |               |   | 230,237                  |  |       |        |  |   | 280,237  
|2012              |  |                      |        |     |               |   | 169,846                  |  |       |        |  |   | 169,846  
|Thereafter        |  |                      | 100,000 |     |               |   | 104,221                  |  |       |        |  |   | 204,221  
|                  |  |                      |         |     |               |   |                          |  |       |         |  |   |          
|Total             |  | $                    | 425,000 |     |               | $ | 612,971                  |  | $     | 145,000 |  | $ | 1,182,971
|                  |  |                      |         |     |               |   |                          |  |       |         |  |   |          



| | (1) | During June 2006, we issued $275.0 million of variable rate, senior unsecured notes. In conjunction with this
transaction, we entered into a LIBOR-based swap which fixed the interest rate associated with these notes until February 2007. During the three months ended March 31, 2008, we entered into an agreement, which is effective June 9, 2008, to
extend the maturity date of $175.0 million of the $275.0 million senior unsecured note from June 9, 2008 to June 9, 2013, bearing interest at a fixed rate of 6.11%.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Financing Strategy

We do not have a formal policy limiting the
amount of debt we incur, although we currently intend to operate so that our indebtedness will not exceed 60% of our total market capitalization at the time of incurrence. Our total market capitalization is defined as the sum of the market value of
our outstanding shares of common stock (which may decrease, thereby increasing our debt to total capitalization ratio), including shares of restricted stock that we will issue to certain of our officers under our long-term incentive plan, plus the
aggregate value of OP Units not owned by us, plus the book value of our total consolidated indebtedness and our pro rata share of debt related to unconsolidated joint ventures. Since this ratio is based, in part, upon market values of equity, it
will fluctuate with changes in the price of our shares of common stock; however, we believe that this ratio provides an appropriate indication of leverage for a company whose assets are primarily real estate. As of March 31, 2008, our debt to
total market capitalization ratio was 38.5%. Our charter and our bylaws do not limit the amount or percentage of indebtedness that we may incur. We are, however, subject to certain leverage limitations pursuant to the restrictive covenants of our
outstanding indebtedness. Our board of directors may from time to time modify our debt policy in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market
for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors.

Off-Balance Sheet Arrangements

As of March 31, 2008 and December 31, 2007, respectively, we had no off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to
investors, other than items discussed herein. In addition to operating leases, we have $25.2 million of outstanding letters of credit and we own interests in unconsolidated joint ventures. Based on the provisions of certain joint venture agreements,
we are not deemed to have control of these joint ventures sufficient to require or permit consolidation for accounting purposes. There are no lines of credit, side agreements, or any other derivative financial instruments related to or between our
unconsolidated joint ventures and us, and we believe we have no material exposure to financial guarantees, except for during June 2007, a wholly owned, consolidated subsidiary issued a secured $16.0 million, 6.0% interest note, maturing on
July 1, 2014 to TRT-DCT Industrial Joint Venture I. The note is guaranteed by us until all related obligations are satisfied. Accordingly, our maximum risk of loss related to these unconsolidated joint ventures is generally limited to this note
and the carrying amounts of our investments in the unconsolidated joint ventures, which were $114.4 million and $102.8 million as of March 31, 2008 and December 31, 2007, respectively. We have, however, made certain non-recourse
guarantees (referred to as standard non-recourse carve outs) with respect to certain debt issuances by these joint ventures, which, under certain limited circumstances, may become full-recourse guarantees.



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Funds From Operations

We believe that net income, as defined by GAAP, is the most appropriate earnings measure. However, we consider FFO as defined by the National Association of Real Estate Investment Trusts, or NAREIT, to be a useful supplemental measure of
our operating performance. NAREIT developed FFO as a relative measure of performance of an equity REIT in order to recognize that the value of income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is
generally defined as net income, calculated in accordance with GAAP, plus real estate-related depreciation and amortization, less gain (or loss) from dispositions of real estate held for investment purposes and adjustments to derive our pro rata
share of FFO of consolidated and unconsolidated joint ventures. Readers should note that FFO captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing
commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our results from operations. Other REITs may not calculate FFO in accordance with the NAREIT definition
or may interpret it differently and, accordingly, our FFO may not be comparable to such other REITs FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance.

The following table presents the calculation of our FFO reconciled from net income for the periods indicated below on a historical basis (unaudited, amounts in
thousands):



|                                                                                |  |                                     |         |   |      |   |         |  
|------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                |  | For the Three MonthsEnded March 31, |        
|                                                                                |  | 2008                                |         |   | 2007 |  
|Net income attributable to common shares                                        |  | $                                   | 384     |   |      | $ | 15,355  |  
|Adjustments:                                                                    |  |                                     |         |   |      |   |         |  
|Real estate related depreciation and amortization                               |  |                                     | 29,143  |   |      |   | 28,783  |  
|Equity in (income) of unconsolidated joint ventures, net                        |  |                                     | (287    | ) |      |   | (74     | )
|Equity in FFO of unconsolidated joint ventures                                  |  |                                     | 1,467   |   |      |   | 396     |  
|(Gain) on dispositions of real estate interests, net of minority interest       |  |                                     | (656    | ) |      |   | (14,933 | )
|Gain on dispositions of non-depreciated real estate, net of minority interest   |  |                                     | 199     |   |      |   | 3,176   |  
|Minority interest in the operating partnerships share of the above adjustments |  |                                     | (5,688  | ) |      |   | (4,183  | )
|                                                                                |  |                                     |         |   |      |   |         |  
|Funds from operations attributable to common shares  basic                     |  |                                     | 24,562  |   |      |   | 28,520  |  
|FFO attributable to dilutive OP Units                                           |  |                                     | 5,671   |   |      |   | 4,797   |  
|                                                                                |  |                                     |         |   |      |   |         |  
|Funds from operations attributable to common shares  diluted                   |  | $                                   | 30,233  |   |      | $ | 33,317  |  
|                                                                                |  |                                     |         |   |      |   |         |  
|                                                                                |  |                                    
|Basic FFO per common share                                                      |  | $                                   | 0.15    |   |      | $ | 0.17    |  
|Diluted FFO per common share                                                    |  | $                                   | 0.15    |   |      | $ | 0.17    |  
|Weighted average common shares outstanding:                                     |  |                                     |         |   |      |   |         |  
|Basic                                                                           |  |                                     | 168,386 |   |      |   | 168,355 |  
|Dilutive OP Units                                                               |  |                                     | 38,892  |   |      |   | 28,365  |  
|                                                                                |  |                                     |         |   |      |   |         |  
|Diluted                                                                         |  |                                     | 207,278 |   |      |   | 196,720 |  
|                                                                                |  |                                     |         |   |      |   |         |  



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##### Table of Contents

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market
risk is the risk of loss from adverse changes in market prices such as rental rates and interest rates. Our future earnings and cash flows are dependent upon prevailing market rates. Accordingly, we manage our market risk by matching projected cash
inflows from operating, investing and financing activities with projected cash outflows for debt service, acquisitions, capital expenditures, distributions to stockholders and OP unit holders, and other cash requirements. The majority of our
outstanding debt has fixed interest rates, which minimizes the risk of fluctuating interest rates.

Our exposure to market risk includes interest rate
fluctuations in connection with our credit facility and other variable rate borrowings and forecasted fixed rate debt issuances, including refinancing of existing fixed rate debt. Interest rate risk may result from many factors, including
governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control. To manage interest rate risk for variable rate debt and issuances of fixed rate debt, we
primarily use treasury locks and forward-starting swaps as part of our cash flow hedging strategy. These derivatives are designed to mitigate the risk of future interest rate fluctuations by providing a fixed interest rate for a limited,
pre-determined period of time. During the three months ended March 31, 2008 and 2007, such derivatives were in place to hedge some of the variable cash flows associated with forecasted issuances of debt that are expected to occur during the
period from 2008 through 2012, and to mitigate fluctuations in certain variable rate borrowings. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit
rating and other factors. As of March 31, 2008, such derivatives as described in the following table were in place to hedge the variability of cash flows associated with forecasted issuances of debt (dollar amounts in thousands):



|                      |  |                |        |                |        |               |        |              |       
|--------------------- |  | -------------- | ------ | -------------- | ------ | ------------- | ------ | ------------ | ------
|                      |  | NotionalAmount |        | SwapStrikeRate |        | EffectiveDate |        | MaturityDate
|Forward-starting swap |  | $              | 26,000 |                | 5.364% |               | 1/2010 |              | 1/2020
|Forward-starting swap |  | $              | 90,000 |                | 5.430% |               | 6/2012 |              | 6/2022

As of March 31, 2008, derivatives with a negative fair value of $8.0 million were included in Other
liabilities in our Consolidated Balance Sheets. As of December 31, 2007, derivatives with a negative fair value of $4.4 million were included in Other liabilities in our Consolidated Balance Sheets. For the three months
ended March 31, 2008, a loss of $45,000 was recorded as a result of ineffectiveness due to the change in estimated timing of the anticipated debt issuances. For the three months ended March 31, 2007, no gain or loss was recorded as a
result of ineffectiveness due to the change in estimated timing of the anticipated debt issuances. Additionally, during the three months ended March 31, 2008, two forward-starting swaps did not qualify for hedge accounting and a loss of $1.4
million was recorded to Interest expense related to their change in fair value.

The net liabilities associated with these derivatives would
increase approximately $6.7 million if the market interest rate of the referenced swap index were to decrease 10% (or 46 basis points) based upon the prevailing market rate as of March 31, 2008.

Similarly, our variable rate debt is subject to risk based upon prevailing market interest rates. As of March 31, 2008, we had approximately $445.2 million of
variable rate debt outstanding indexed to LIBOR and U.S. treasury rates. If the prevailing market interest rates relevant to our remaining variable rate debt were to increase 10% (or 37 basis points), our interest expense for the three months ended
March 31, 2008 would have increased by approximately $0.5 million. Additionally, if weighted average interest rates on our fixed rate debt were to change by 1% due to refinancing, interest expense would change by approximately $1.9 million
during the three months ended March 31, 2008.

As of March 31, 2008, the estimated fair value of our debt was approximately $1.2 billion
based on our estimate of the then-current market interest rates.



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##### Table of Contents

|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Evaluation of Disclosure Controls and
Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) under the Exchange Act, as of March 31, 2008, the end of the period covered by this report.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that our disclosure controls and procedures will detect or uncover every situation involving the failure of persons within DCT
Industrial Trust Inc. or its affiliates to disclose material information otherwise required to be set forth in our periodic reports. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our
disclosure controls and procedures were effective as of March 31, 2008 in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.

Changes in Internal Control
over Financial Reporting

None.

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

None.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

There have been no material changes to the risk
factors set forth in Item 1A. to Part I of our Form 10-K, as amended, filed on March 28, 2008.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

Recent Sales of Unregistered Securities

None.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



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##### Table of Contents

|ITEM 6. | EXHIBITS
|------- | --------



|a. | Exhibits
|-- | --------



|      |  |                                                            
|----- |  | -----------------------------------------------------------
|+31.1 |  | Rule 13a-14(a) Certification of Principal Executive Officer
|+31.2 |  | Rule 13a-14(a) Certification of Principal Financial Officer
|+32.1 |  | Section 1350 Certification of Principal Executive Officer  
|+32.2 |  | Section 1350 Certification of Principal Financial Officer  



| | + | Filed herewith.
| | - | ---------------



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##### Table of Contents

SIGNATURES

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



|                  |  |  |  |                          
|----------------- |  |  |  | -------------------------
|                  |  |  |  | DCT INDUSTRIAL TRUST INC.
|                  |  | 
|Date: May 8, 2008 |  |  |  | /s/ Philip L. Hawkins    
|                  |  |  |  | Philip L. Hawkins        
|                  |  |  |  | Chief Executive Officer  



|                  |  |  |  |                        
|----------------- |  |  |  | -----------------------
|                  |  | 
|Date: May 8, 2008 |  |  |  | /s/ Stuart B. Brown    
|                  |  |  |  | Stuart B. Brown        
|                  |  |  |  | Chief Financial Officer



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##### Table of Contents

EXHIBIT INDEX



|      |  |                                                            
|----- |  | -----------------------------------------------------------
|+31.1 |  | Rule 13a-14(a) Certification of Principal Executive Officer
|+31.2 |  | Rule 13a-14(a) Certification of Principal Financial Officer
|+32.1 |  | Section 1350 Certification of Principal Executive Officer  
|+32.2 |  | Section 1350 Certification of Principal Financial Officer  



| | + | Filed herewith.
| | - | ---------------