##### Table of Contents





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, 2010
| | ---------------------------------------------

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 of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)



|                                                   |  |           
|-------------------------------------------------- |  | ----------
|518 Seventeenth Street, Suite 800
Denver, 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    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, 2010, 211,158,582 shares of common stock of DCT Industrial Trust Inc., par value $0.01 per share, were outstanding.









---

##### Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Index to Form 10-Q



|           |  |                                                                                                                                                                  |  |     
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                                                                                  |  | Page
|PART I.    |  | FINANCIAL INFORMATION                                                                                                                                            |  |     
|           |  |                                                                                                                                                                 
|Item 1.    |  | Consolidated Financial Statements:                                                                                                                               |  |     
|           |  |                                                                                                                                                                 
|           |  | Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009                                                                               |  | 1   
|           |  |                                                                                                                                                                 
|           |  | Consolidated Statements of Operations for the Three Months Ended March 31, 2010 and 2009 (unaudited)                                                             |  | 2   
|           |  |                                                                                                                                                                 
|           |  | Consolidated Statements of Stockholders Equity, Comprehensive Income (Loss) and Noncontrolling Interests 
for the Three Months Ended March 31, 2010 (unaudited) |  | 3   
|           |  |                                                                                                                                                                 
|           |  | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (unaudited)                                                             |  | 4   
|           |  |                                                                                                                                                                 
|           |  | Notes to Consolidated Financial Statements (unaudited)                                                                                                           |  | 5   
|           |  |                                                                                                                                                                 
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                            |  | 25  
|           |  |                                                                                                                                                                 
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                       |  | 38  
|           |  |                                                                                                                                                                 
|Item 4.    |  | Controls and Procedures                                                                                                                                          |  | 39  
|           |  |                                                                                                                                                                 
|PART II.   |  | OTHER INFORMATION                                                                                                                                                |  |     
|           |  |                                                                                                                                                                 
|Item 1.    |  | Legal Proceedings                                                                                                                                                |  | 39  
|           |  |                                                                                                                                                                 
|Item 1A.   |  | Risk Factors                                                                                                                                                     |  | 39  
|           |  |                                                                                                                                                                 
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                      |  | 39  
|           |  |                                                                                                                                                                 
|Item 3.    |  | Defaults upon Senior Securities                                                                                                                                  |  | 39  
|           |  |                                                                                                                                                                 
|Item 4.    |  | Removed and Reserved                                                                                                                                             |  | 39  
|           |  |                                                                                                                                                                 
|Item 5.    |  | Other Information                                                                                                                                                |  | 39  
|           |  |                                                                                                                                                                 
|Item 6.    |  | Exhibits                                                                                                                                                         |  | 40  
|           | 
|SIGNATURES |  | 41                                                                                                                                                              



---

##### Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share and per share information)



|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                                 |  | March 31,2010 |           |   | December 31,2009 |  
|                                                                                                                                                                                 |  | (unaudited)   |           |   |                  |  
|ASSETS                                                                                                                                                                           |  |               |           |   |                  |   |           |  
|Land                                                                                                                                                                             |  | $             | 524,553   |   |                  | $ | 519,485   |  
|Buildings and improvements                                                                                                                                                       |  |               | 2,252,190 |   |                  |   | 2,219,826 |  
|Intangible lease assets                                                                                                                                                          |  |               | 107,433   |   |                  |   | 116,243   |  
|Construction in progress                                                                                                                                                         |  |               | 32,474    |   |                  |   | 60,860    |  
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|Total Investment in Properties                                                                                                                                                   |  |               | 2,916,650 |   |                  |   | 2,916,414 |  
|Less accumulated depreciation and amortization                                                                                                                                   |  |               | (471,234  | ) |                  |   | (451,242  | )
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|Net Investment in Properties                                                                                                                                                     |  |               | 2,445,416 |   |                  |   | 2,465,172 |  
|Investments in and advances to unconsolidated joint ventures                                                                                                                     |  |               | 110,270   |   |                  |   | 111,238   |  
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|Net Investment in Real Estate                                                                                                                                                    |  |               | 2,555,686 |   |                  |   | 2,576,410 |  
|Cash and cash equivalents                                                                                                                                                        |  |               | 8,674     |   |                  |   | 19,120    |  
|Notes receivable                                                                                                                                                                 |  |               | 17,464    |   |                  |   | 19,084    |  
|Deferred loan costs, net                                                                                                                                                         |  |               | 2,444     |   |                  |   | 4,919     |  
|Straight-line rent and other receivables, net of allowance for doubtful accounts of $2,153 and $2,226,
respectively                                                              |  |               | 30,540    |   |                  |   | 31,607    |  
|Other assets, net                                                                                                                                                                |  |               | 11,711    |   |                  |   | 13,152    |  
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|Total Assets                                                                                                                                                                     |  | $             | 2,626,519 |   |                  | $ | 2,664,292 |  
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                             |  |               |           |   |                  |   |           |  
|Liabilities:                                                                                                                                                                     |  |               |           |   |                  |   |           |  
|Accounts payable and accrued expenses                                                                                                                                            |  | $             | 25,485    |   |                  | $ | 36,261    |  
|Distributions payable                                                                                                                                                            |  |               | 16,635    |   |                  |   | 16,527    |  
|Tenant prepaids and security deposits                                                                                                                                            |  |               | 18,636    |   |                  |   | 19,451    |  
|Other liabilities                                                                                                                                                                |  |               | 6,828     |   |                  |   | 5,759     |  
|Intangible lease liability, net                                                                                                                                                  |  |               | 5,499     |   |                  |   | 5,946     |  
|Line of credit                                                                                                                                                                   |  |               | 88,000    |   |                  |   |          |  
|Senior unsecured notes                                                                                                                                                           |  |               | 625,000   |   |                  |   | 625,000   |  
|Mortgage notes                                                                                                                                                                   |  |               | 417,882   |   |                  |   | 511,715   |  
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|Total Liabilities                                                                                                                                                                |  |               | 1,203,965 |   |                  |   | 1,220,659 |  
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|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, 209,624,037 and 208,046,167 shares issued and outstanding as of
March 31, 2010 and December 31, 2009, respectively |  |               | 2,096     |   |                  |   | 2,080     |  
|Additional paid-in capital                                                                                                                                                       |  |               | 1,829,349 |   |                  |   | 1,817,654 |  
|Distributions in excess of earnings                                                                                                                                              |  |               | (613,029  | ) |                  |   | (591,087  | )
|Accumulated other comprehensive loss                                                                                                                                             |  |               | (11,195   | ) |                  |   | (11,012   | )
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|Total Stockholders Equity                                                                                                                                                       |  |               | 1,207,221 |   |                  |   | 1,217,635 |  
|Noncontrolling interests                                                                                                                                                         |  |               | 215,333   |   |                  |   | 225,998   |  
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|Total Equity                                                                                                                                                                     |  |               | 1,422,554 |   |                  |   | 1,443,633 |  
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  
|Total Liabilities and Equity                                                                                                                                                     |  | $             | 2,626,519 |   |                  | $ | 2,664,292 |  
|                                                                                                                                                                                 |  |               |           |   |                  |   |           |  

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



1



---

##### Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(unaudited, in thousands, except per share information)



|                                                                   |  |                             |         |   |      |   |         |  
|------------------------------------------------------------------ |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                   |  | Three Months EndedMarch 31, |        
|                                                                   |  | 2010                        |         |   | 2009 |  
|REVENUES:                                                          |  |                             |         |   |      |   |         |  
|Rental revenues                                                    |  | $                           | 57,990  |   |      | $ | 62,233  |  
|Institutional capital management and other fees                    |  |                             | 640     |   |      |   | 667     |  
|                                                                   |  |                             |         |   |      |   |         |  
|Total Revenues                                                     |  |                             | 58,630  |   |      |   | 62,900  |  
|                                                                   |  |                             |         |   |      |   |         |  
|OPERATING EXPENSES:                                                |  |                             |         |   |      |   |         |  
|Rental expenses                                                    |  |                             | 8,786   |   |      |   | 8,668   |  
|Real estate taxes                                                  |  |                             | 9,280   |   |      |   | 8,673   |  
|Real estate related depreciation and amortization                  |  |                             | 28,594  |   |      |   | 26,156  |  
|General and administrative                                         |  |                             | 5,652   |   |      |   | 5,468   |  
|                                                                   |  |                             |         |   |      |   |         |  
|Total Operating Expenses                                           |  |                             | 52,312  |   |      |   | 48,965  |  
|                                                                   |  |                             |         |   |      |   |         |  
|Operating Income                                                   |  |                             | 6,318   |   |      |   | 13,935  |  
|OTHER INCOME AND EXPENSE:                                          |  |                             |         |   |      |   |         |  
|Equity in income (loss) of unconsolidated joint ventures, net      |  |                             | (611    | ) |      |   | 4,180   |  
|Interest expense                                                   |  |                             | (12,788 | ) |      |   | (13,341 | )
|Interest income and other income (expense)                         |  |                             | (863    | ) |      |   | 134     |  
|Income and other taxes                                             |  |                             | (238    | ) |      |   | (891    | )
|                                                                   |  |                             |         |   |      |   |         |  
|Income (Loss) From Continuing Operations                           |  |                             | (8,182  | ) |      |   | 4,017   |  
|Income (loss) from discontinued operations                         |  |                             | (54     | ) |      |   | 432     |  
|                                                                   |  |                             |         |   |      |   |         |  
|Income (Loss) Before Gain On Dispositions Of Real Estate Interests |  |                             | (8,236  | ) |      |   | 4,449   |  
|Gain on dispositions of real estate interests                      |  |                             | 16      |   |      |   | 37      |  
|                                                                   |  |                             |         |   |      |   |         |  
|Consolidated Net Income (Loss)                                     |  |                             | (8,220  | ) |      |   | 4,486   |  
|Net (income) loss attributable to noncontrolling interests         |  |                             | 997     |   |      |   | (659    | )
|                                                                   |  |                             |         |   |      |   |         |  
|Net Income (Loss) Attributable to DCT Common Stockholders          |  | $                           | (7,223  | ) |      | $ | 3,827   |  
|                                                                   |  |                             |         |   |      |   |         |  
|EARNINGS PER COMMON SHARE  BASIC:                                 |  |                             |         |   |      |   |         |  
|Income (Loss) From Continuing Operations                           |  | $                           | (0.04   | ) |      | $ | 0.02    |  
|Income (loss) from discontinued operations                         |  |                             | 0.00    |   |      |   | 0.00    |  
|Gain on dispositions of real estate interests                      |  |                             | 0.00    |   |      |   | 0.00    |  
|                                                                   |  |                             |         |   |      |   |         |  
|Net Income (Loss) Attributable to DCT Common Stockholders          |  | $                           | (0.04   | ) |      | $ | 0.02    |  
|                                                                   |  |                             |         |   |      |   |         |  
|EARNINGS PER COMMON SHARE  DILUTED:                               |  |                             |         |   |      |   |         |  
|Income (Loss) From Continuing Operations                           |  | $                           | (0.04   | ) |      | $ | 0.02    |  
|Income (loss) from discontinued operations                         |  |                             | 0.00    |   |      |   | 0.00    |  
|Gain on dispositions of real estate interests                      |  |                             | 0.00    |   |      |   | 0.00    |  
|                                                                   |  |                             |         |   |      |   |         |  
|Net Income (Loss) Attributable to DCT Common Stockholders          |  | $                           | (0.04   | ) |      | $ | 0.02    |  
|                                                                   |  |                             |         |   |      |   |         |  
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:                        |  |                             |         |   |      |   |         |  
|Basic                                                              |  |                             | 208,350 |   |      |   | 175,661 |  
|                                                                   |  |                             |         |   |      |   |         |  
|Diluted                                                            |  |                             | 208,350 |   |      |   | 175,661 |  
|                                                                   |  |                             |         |   |      |   |         |  
|AMOUNTS ATTRIBUTABLE TO DCT COMMON STOCKHOLDERS:                   |  |                             |         |   |      |   |         |  
|Income (Loss) From Continuing Operations                           |  | $                           | (7,189  | ) |      | $ | 3,431   |  
|Income from discontinued operations                                |  |                             | (48     | ) |      |   | 365     |  
|Gain on dispositions of real estate interests                      |  |                             | 14      |   |      |   | 31      |  
|                                                                   |  |                             |         |   |      |   |         |  
|Net Income (Loss) Attributable to DCT Common Stockholders          |  | $                           | (7,223  | ) |      | $ | 3,827   |  
|                                                                   |  |                             |         |   |      |   |         |  
|Distributions declared per common share                            |  | $                           | 0.07    |   |      | $ | 0.08    |  
|                                                                   |  |                             |         |   |      |   |         |  

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



2



---

##### Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders Equity,

Comprehensive Income (Loss) and Noncontrolling Interests

For the Three Months Ended March 31, 2010

(unaudited, in thousands)



|                                                                 |  |              |           |   |                                            |         |                    |   |         |                            |   |           |                                  |  |      |                 |   |           |   |         |   |  |   |         |  
|---------------------------------------------------------------- |  | ------------ | --------- | - | ------------------------------------------ | ------- | ------------------ | - | ------- | -------------------------- | - | --------- | -------------------------------- |  | ---- | --------------- | - | --------- | - | ------- | - |  | - | ------- | -
|                                                                 |  |              |           |   | DCT Industrial Trust Inc. and Subsidiaries |        
|                                                                 |  |              |           |   | Common Stock                               |         | Additional
Paid-in |   |         | Distributions
In Excess of |   |           | Accumulated
Other
Compre-hensive |  |      | Non-controlling |  
|                                                                 |  |              |           |   |                                            |         |                    |  
|                                                                 |  | Total Equity |           |   | Shares                                     |         | Amount             |   | Capital |                            |   | Earnings  |                                  |  | Loss |                 |   | Interests |  
|Balance at December 31, 2009                                     |  | $            | 1,443,633 |   |                                            | 208,046 |                    | $ | 2,080   |                            | $ | 1,817,654 |                                  |  | $    | (591,087        | ) |           | $ | (11,012 | ) |  | $ | 225,998 |  
|                                                                 |  |              |           |   |                                            |         |                    |   |         |                            |   |           |                                  |  |      |                 |   |           |   |         |   |  |   |         |  
|Comprehensive income (loss):                                     |  |              |           |   |                                            |         |                    |   |         |                            |   |           |                                  |  |      |                 |   |           |   |         |   |  |   |         |  
|Net loss                                                         |  |              | (8,220    | ) |                                            |        |                    |   |        |                            |   |          |                                  |  |      | (7,223          | ) |           |   |        |   |  |   | (997    | )
|Net unrealized loss on cash flow hedging derivatives             |  |              | (1,305    | ) |                                            |        |                    |   |        |                            |   |          |                                  |  |      |                |   |           |   | (1,158  | ) |  |   | (147    | )
|Realized losses related to hedging activities                    |  |              | 931       |   |                                            |        |                    |   |        |                            |   |          |                                  |  |      |                |   |           |   | 826     |   |  |   | 105     |  
|Amortization of cash flow hedging derivatives                    |  |              | 222       |   |                                            |        |                    |   |        |                            |   |          |                                  |  |      |                |   |           |   | 197     |   |  |   | 25      |  
|Allocation of interests                                          |  |              |          |   |                                            |        |                    |   |        |                            |   |          |                                  |  |      |                |   |           |   | (48     | ) |  |   | 48      |  
|                                                                 |  |              |           |   |                                            |         |                    |   |         |                            |   |           |                                  |  |      |                 |   |           |   |         |   |  |   |         |  
|Comprehensive income (loss)                                      |  |              | (8,372    | ) |                                            |         |                    |   |         |                            |   |           |                                  |  |      | (7,223          | ) |           |   | (183    | ) |  |   | (966    | )
|                                                                 |  |              |           |   |                                            |         |                    |   |         |                            |   |           |                                  |  |      |                 |   |           |   |         |   |  |   |         |  
|Issuance of common stock, net of offering costs                  |  |              | 2,988     |   |                                            | 580     |                    |   | 6       |                            |   | 2,982     |                                  |  |      |                |   |           |   |        |   |  |   |        |  
|Issuance of common stock, stock based compensation plans         |  |              |          |   |                                            | 73      |                    |   | 1       |                            |   | (1        | )                                |  |      |                |   |           |   |        |   |  |   |        |  
|Amortization of stock-based compensation                         |  |              | 1,136     |   |                                            |        |                    |   |        |                            |   | 409       |                                  |  |      |                |   |           |   |        |   |  |   | 727     |  
|Distributions to commonstockholders and noncontrolling interests |  |              | (16,683   | ) |                                            |        |                    |   |        |                            |   |          |                                  |  |      | (14,719         | ) |           |   |        |   |  |   | (1,964  | )
|Partner contributions to noncontrolling interests                |  |              | 160       |   |                                            |        |                    |   |        |                            |   |          |                                  |  |      |                |   |           |   |        |   |  |   | 160     |  
|Purchase of subsidiary shares from noncontrolling interests      |  |              |          |   |                                            |        |                    |   |        |                            |   | 281       |                                  |  |      |                |   |           |   |        |   |  |   | (281    | )
|Redemptions of noncontrolling interests                          |  |              | (308      | ) |                                            | 925     |                    |   | 9       |                            |   | 8,024     |                                  |  |      |                |   |           |   |        |   |  |   | (8,341  | )
|                                                                 |  |              |           |   |                                            |         |                    |   |         |                            |   |           |                                  |  |      |                 |   |           |   |         |   |  |   |         |  
|Balance at March 31, 2010                                        |  | $            | 1,422,554 |   |                                            | 209,624 |                    | $ | 2,096   |                            | $ | 1,829,349 |                                  |  | $    | (613,029        | ) |           | $ | (11,195 | ) |  | $ | 215,333 |  
|                                                                 |  |              |           |   |                                            |         |                    |   |         |                            |   |           |                                  |  |      |                 |   |           |   |         |   |  |   |         |  

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



3



---

##### Table of Contents

DCT INDUSTRIAL TRUST INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited, in thousands)



|                                                                                         |  |                             |         |   |      |   |         |  
|---------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                         |  | Three Months EndedMarch 31, |        
|                                                                                         |  | 2010                        |         |   | 2009 |  
|OPERATING ACTIVITIES:                                                                    |  |                             |         |   |      |   |         |  
|Consolidated net income (loss)                                                           |  | $                           | (8,220  | ) |      | $ | 4,486   |  
|Adjustments to reconcile net income (loss) to net cash provided by operating: ctivities: |  |                             |         |   |      |   |         |  
|Real estate related depreciation and amortization                                        |  |                             | 28,594  |   |      |   | 26,455  |  
|Gain on dispositions of real estate interests                                            |  |                             |        |   |      |   | 79      |  
|Gain on dispositions of non-depreciated real estate                                      |  |                             | (11     | ) |      |   | (113    | )
|Distributions of earnings from unconsolidated joint ventures                             |  |                             | 721     |   |      |   | 975     |  
|Equity in (income) loss of unconsolidated joint ventures, net                            |  |                             | 611     |   |      |   | (4,180  | )
|Stock-based compensation and other                                                       |  |                             | 2,627   |   |      |   | 1,909   |  
|Changes in operating assets and liabilities:                                             |  |                             |         |   |      |   |         |  
|Other receivables and other assets                                                       |  |                             | 1,569   |   |      |   | 4,701   |  
|Accounts payable, accrued expenses and other liabilities                                 |  |                             | (6,491  | ) |      |   | (14,226 | )
|                                                                                         |  |                             |         |   |      |   |         |  
|Net cash provided by operating activities                                                |  |                             | 19,400  |   |      |   | 20,086  |  
|                                                                                         |  |                             |         |   |      |   |         |  
|INVESTING ACTIVITIES:                                                                    |  |                             |         |   |      |   |         |  
|Real estate acquisitions                                                                 |  |                             | (1,654  | ) |      |   | (589    | )
|Capital expenditures and development activities                                          |  |                             | (13,021 | ) |      |   | (8,349  | )
|Decrease in deferred acquisition costs and deposits                                      |  |                             | (226    | ) |      |   | (220    | )
|Proceeds from dispositions of real estate investments, net                               |  |                             |        |   |      |   | 1,042   |  
|Investments in unconsolidated joint ventures                                             |  |                             | (337    | ) |      |   | (276    | )
|Distributions from investments in unconsolidated joint ventures                          |  |                             |        |   |      |   | 3,506   |  
|Repayment of notes receivable                                                            |  |                             | 1,620   |   |      |   | 15      |  
|Other investing activities                                                               |  |                             | 2,309   |   |      |   | (20     | )
|                                                                                         |  |                             |         |   |      |   |         |  
|Net cash used in investing activities                                                    |  |                             | (11,309 | ) |      |   | (4,891  | )
|                                                                                         |  |                             |         |   |      |   |         |  
|FINANCING ACTIVITIES:                                                                    |  |                             |         |   |      |   |         |  
|Net proceeds from lines of credit                                                        |  |                             | 88,000  |   |      |   |        |  
|Principal payments on mortgage notes                                                     |  |                             | (93,590 | ) |      |   | (1,727  | )
|Decrease in deferred loan costs                                                          |  |                             | 788     |   |      |   |        |  
|Issuance of common stock                                                                 |  |                             | 3,182   |   |      |   |        |  
|Offering costs for issuance of common stock and OP Units                                 |  |                             | (194    | ) |      |   |        |  
|Redemption of OP Units                                                                   |  |                             | (308    | ) |      |   | (254    | )
|Distributions to common stockholders                                                     |  |                             | (14,581 | ) |      |   | (14,024 | )
|Distributions to noncontrolling interests                                                |  |                             | (1,994  | ) |      |   | (2,677  | )
|Contributions from noncontrolling interests                                              |  |                             | 160     |   |      |   | 43      |  
|                                                                                         |  |                             |         |   |      |   |         |  
|Net cash used in financing activities                                                    |  |                             | (18,537 | ) |      |   | (18,639 | )
|                                                                                         |  |                             |         |   |      |   |         |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                |  |                             | (10,446 | ) |      |   | (3,444  | )
|CASH AND CASH EQUIVALENTS, beginning of period                                           |  |                             | 19,120  |   |      |   | 19,681  |  
|                                                                                         |  |                             |         |   |      |   |         |  
|CASH AND CASH EQUIVALENTS, end of period                                                 |  | $                           | 8,674   |   |      | $ | 16,237  |  
|                                                                                         |  |                             |         |   |      |   |         |  
|Supplemental Disclosures of Cash Flow Information                                        |  |                             |         |   |      |   |         |  
|Cash paid for interest, net of capitalized interest                                      |  | $                           | 11,783  |   |      | $ | 12,352  |  
|Supplemental Disclosures of Non-Cash Activities                                          |  |                             |         |   |      |   |         |  
|Redemptions of OP Units settled in shares of common stock                                |  | $                           | 8,315   |   |      | $ | 7,211   |  

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



4



---

##### 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, 2010, we owned interests in, managed, or had under development 450 industrial real estate buildings comprised of
approximately 75.4 million square feet. Our portfolio of consolidated operating properties consisted of 375 industrial real estate buildings, including 220 bulk distribution properties, 113 light industrial properties and 42 service center
properties which comprised approximately 52.9 million square feet and was 85.3% occupied as of March 31, 2010. We also consolidated 15 development properties and four redevelopment properties as of March 31, 2010. In addition, as of
March 31, 2010, we had ownership interests ranging from 4% to 20% in unconsolidated institutional capital management joint ventures, or funds, that owned 45 properties comprised of approximately 14.1 million square feet, and investments in
other joint ventures owning two unconsolidated operating properties and eight unconsolidated development properties.

Note 2  Summary
of Significant Accounting Policies

Interim Financial Information

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. 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 notes 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, 2009 and related notes thereto as filed on
Form 10-K on February 26, 2010.

Basis of Presentation

The accompanying Consolidated Financial Statements include the financial position, results of operations and cash flows of the Company, its wholly-owned
qualified REIT and taxable REIT subsidiaries, our operating partnership and our consolidated joint ventures, in which we have a controlling interest. Third-party equity interests in our operating partnership and consolidated joint ventures are
reflected as noncontrolling interests in our Consolidated Financial Statements. We also have noncontrolling partnership interests in unconsolidated institutional capital management and other joint ventures, which are accounted for under the equity
method. All significant intercompany amounts have been eliminated.

Principles of Consolidation

We hold interests in both consolidated and unconsolidated joint ventures. All joint ventures over which we have financial and operating control and
variable interest entities (VIEs) in which we have determined that we are the primary beneficiary are included in our Consolidated Financial Statements. We use the equity method of accounting for all other joint ventures and
include our share of earnings of these joint ventures in our consolidated net income.



5



---

##### Table of Contents

We analyze our joint ventures in accordance with new accounting standards (as discussed in more detail later
in this Note) to determine whether they are VIEs and, if so, whether we are the primary beneficiary. Our judgment with respect to our level of influence or control over an entity and whether we are the primary beneficiary of a variable
interest entity involves 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 major
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.

Reclassifications

Certain items in our Consolidated Financial Statements for 2009 have been reclassified to conform to the 2010 presentation.

Use of Estimates

The preparation
of our 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 our
Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Because of adverse conditions that exist in the real estate markets, as well as the
credit and financial markets, it is possible that the estimates and assumptions that have been utilized in the preparation of our Consolidated Financial Statements could change materially during the time span associated with the continuing weakened
state of these markets.

Capitalization of Costs

We capitalize costs directly related to the development, predevelopment, redevelopment or improvement of our investments in properties. Costs associated
with our development projects are capitalized as incurred. If the project is abandoned, these costs are expensed during the period in which the project is abandoned. Costs considered for capitalization include, but are not limited to, construction
costs, interest, real estate taxes, insurance and leasing costs if appropriate. We capitalize indirect costs such as personnel, office, and administrative expenses that are directly related to our development projects based on time spent on the
development activities. Interest is capitalized based on actual capital 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 repairing our properties, which do not extend their useful lives, are expensed as incurred.

We also capitalize
interest on our investments in unconsolidated joint ventures. Interest is capitalized based on the average capital invested in a venture during the period when development or predevelopment begins until planned principle operations commence at our
current weighted average borrowing rates.

Discontinued Operations

We classify certain properties and related assets and liabilities as held for sale when certain criteria are met (see Note 12 Discontinued
Operations for additional information). At such time, the respective assets and liabilities are presented separately on our Consolidated Balance Sheets. Assets held for sale are reported at the lower of carrying value or estimated fair value less
estimated costs to sell. The operating results of such properties are presented in Income from discontinued operations in current periods and all comparable periods presented. Depreciation is not recorded on properties held for sale;
however, depreciation expense recorded prior to classification as held for sale is included in Income from discontinued operations. Gains on sales of real estate assets are recognized if the specific transaction terms and any continuing
involvement in the form of management or financial assistance meet the various sale recognition criteria as defined by GAAP. If the criteria are not met, we defer the gain until such time that the criteria for sale recognition have been met. Net
gains on sales and any impairment losses associated with assets held for sale are presented in Income from discontinued operations when recognized.



6



---

##### Table of Contents

Fair Value

The Financial Accounting Standards Board (FASB) issued guidance related to accounting for fair value measurements which defines fair value,
establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined as the exit price or price at which an asset (in its highest and best use) would be sold or liability assumed by an
informed market participant in a transaction that is not distressed and is executed in the most advantageous market. This guidance provides a framework of how to determine such measurements on reported balances which are required or permitted to be
measured at fair value under existing accounting pronouncements and emphasizes that fair value is a market-based rather than an entity-specific measurement. Therefore, our fair value measurement is 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, this guidance 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 based on the best information available in the circumstances (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. 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 managements own assumptions, as there is little, if any, related observable 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. Our 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.

Investment in
Properties

We record the assets, liabilities and noncontrolling interests associated with property acquisitions which qualify as
business combinations at their respective acquisition-date fair values. Acquisition-related costs associated with business combinations are expensed as incurred. As defined by GAAP, a business is an integrated set of activities and assets that is
capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. We do not consider acquisitions of land
or unoccupied development buildings to be business combinations, and as such, these transactions are treated as asset acquisitions and recorded at cost.

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 Level 3 inputs such as 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.
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 recorded fair value of intangible lease assets includes Level 3 inputs and represents the value associated with in-place leases which may include leasing commissions, legal
and other costs, as well as 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 are amortized over the life of the
remaining in-place leases as an adjustment to Rental revenues or Real estate related depreciation and amortization depending on the nature of the intangible.

We have certain properties which we have acquired or removed from service with the intention to redevelop the property. 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



7



---

##### Table of Contents

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 until the date
that the redevelopment properties are ready for their intended use or the property held for contribution no longer meets the GAAP criteria to be classified as held for sale.

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, unless circumstances indicate that cost cannot be recovered, in which case, the carrying value of the property is reduced to estimated fair value.

Depreciation and Useful Lives of Real Estate Assets

Depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the related assets or liabilities. Our ability to
assess the useful lives of our real estate assets accurately 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.

The following table 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 carrying value of assets sold or retired and the related accumulated
depreciation and/or amortization is derecognized and the resulting gain or loss, if any, is reflected in our Consolidated Statements of Operations during the period in which such sale or retirement occurs.



|                                           |  |                                     
|------------------------------------------ |  | ------------------------------------
|Description                                |  | Standard Depreciable Life           
|Land                                       |  | Not depreciated                     
|Building                                   |  | 20  40 years                       
|Building and land improvements             |  | 5  20 years                        
|Tenant improvements                        |  | Shorter of lease term or useful life
|Leasehold improvements                     |  | 5  20 years                        
|Leasing costs                              |  | Lease term                          
|Other intangible lease assets              |  | Average term of leases for property 
|Above/below market rent assets/liabilities |  | Lease term                          

Depreciation is not recorded on
real estate assets currently held for sale or contribution, in pre-development, or 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.

Impairment of Real Estate Assets

Real estate assets to be held and used are carried at cost and evaluated for impairment when events or changes in circumstances indicate that the carrying
amounts of these assets may not be fully recoverable and at least annually. Examples of such changes in circumstances include the point at which we deem a building to be held for sale or a building remains vacant significantly longer than expected.
For real estate assets that we intend to hold long-term, the recoverability is based on the estimated future undiscounted cash flows. If the asset is not supported on an undiscounted cash flow basis, the amount of impairment is measured as the
difference between the carrying value and the fair value of the asset. Real estate assets classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell.

The determination of fair value involves a number of management assumptions relating to future economic events that could materially affect the
determination of the ultimate value, and therefore, the carrying amounts of our real estate. Such assumptions are Level 3 inputs and include, but are not limited to, projected vacancy rates, rental rates, property operating expenses and capital
expenditures. The capitalization rate is also a significant driving factor in determining the property valuation and requires managements judgment of factors such as market knowledge, historical experience, lease terms, tenant financial
strength, economy, demographics, environment, property



8



---

##### Table of Contents

location, visibility, age, physical condition and expected return requirements, among other things. 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 estimates, the valuation could be negatively
affected and may result in additional impairments recorded in our Consolidated Financial Statements.

Investments in Unconsolidated
Joint Ventures

We account for our investments in unconsolidated joint ventures under the equity method because we exercise significant
influence over, but do not control, these entities. Under the equity method, these investments (including advances to joint ventures) are initially recorded at cost and are subsequently adjusted to reflect our proportionate share of net earnings or
losses of each of the joint ventures, distributions received, contributions made and certain other adjustments, as appropriate. Such investments are included in Investments in and advances to unconsolidated joint ventures in our
Consolidated Balance Sheets. Distributions from these investments that are related to earnings from operations are included as operating activities and distributions that are related to capital transactions are included as investing activities in
our Consolidated Statements of Cash Flows.

Investment properties that are contributed to unconsolidated joint ventures are not considered
discontinued operations due to our continuing involvement through maintaining an ownership interest in these investment properties and continuing to act as manager of the assets. We recognize any gains from the contribution of investment properties
into an unconsolidated joint venture if the recognition criteria have been met. Such gains are recognized to the extent of the outside ownership interest in the joint venture in our Consolidated Statements of Operations under the heading of
Gain on dispositions of real estate interests. Any gain related to the remaining proceeds reduces our basis in the investment in the unconsolidated joint venture, and is recognized into earnings over the weighted average life of the
related propertys real estate assets. We recognize our proportionate share of the ongoing earnings or losses of each unconsolidated joint venture in Equity in income (loss) of unconsolidated joint ventures, net in our Consolidated
Statements of Operations.

We evaluate our investments in unconsolidated entities for impairment whenever events or changes in circumstances
indicate that there may be an other-than-temporary decline in value. The amount of impairment recognized is the excess of the investments carrying amount over its estimated fair value. We consider various factors to determine if a decrease in
the value of the investment is other-than-temporary. These factors are Level 2 and 3 inputs and include but are not limited to, age of the venture, our intent and ability to retain our investment in the entity, the financial condition and long-term
prospects of the entity, and the relationships with the other joint venture partners and its lenders. If we believe that the decline in the fair value is temporary, no impairment is recorded. The aforementioned factors are taken as a whole by
management in determining the valuation of our investment property. Should the actual results differ from managements estimates, the valuation could be negatively affected and may result in a negative impact on our Consolidated Financial
Statements.

Derivative Instruments and Hedging Activities

We record derivatives at fair value which are presented on a gross basis in Other Assets or Other Liabilities in our Consolidated
Balance Sheets. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the designation of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge
accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment
attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted
transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or
loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted
transactions in a cash flow hedge.



9



---

##### Table of Contents

Currently, we use 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. We incorporate credit
valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterpartys nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of
nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit
valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. Prior to January 1, 2009, we classified all
derivatives in Level 2 of the fair value hierarchy. During the first quarter of 2009, credit spreads used in the calculation of the credit valuation adjustment increased such that the credit valuation adjustment was determined to be significant to
the overall fair value of our derivative positions, thereby changing the classification from Level 2 to Level 3.

As of March 31, 2010,
all of the hedges entered into by us had been designated as cash flow hedges. For derivatives designated as cash flow hedges, the effective portion of the changes in the fair value of the derivative is initially reported in
Accumulated other comprehensive loss in our Consolidated Statements of Stockholders Equity, Other Comprehensive Income (Loss) and Noncontrolling Interests (i.e., not included in earnings) and subsequently reclassified into earnings
when the hedged transaction affects earnings or the hedging relationship is no longer effective at which time the ineffective portion of the derivatives changes in fair value is recognized directly into earnings. We assess the effectiveness of
each hedging relationship whenever financial statements are issued or earnings are reported and at least every three months. We do not use derivatives for trading or speculative purposes.

Our objective in using derivatives is to manage our exposure to interest rate volatility associated with our forecasted debt issuances including
refinancing of our fixed-rate debt and certain variable rate borrowings. To accomplish this objective, we primarily use treasury locks, forward-starting swaps and interest rate 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, pre-determined period of time.

Our agreements with each of our derivative counterparties contain provisions where if we default on the underlying indebtedness, including defaults where
repayment of the indebtedness has not been accelerated by the lender, then we could also be declared in default on our derivative obligations. We also have agreements with our derivative counterparties that incorporate the loan covenant provisions
of our indebtedness with lender affiliates of the derivative counterparties. Failure to comply with the loan covenant provisions would cause us to be in default on any derivative instrument obligations covered by the agreement.

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 change 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 rent 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, 2010 and 2009, the total increase to Rental revenues due to
straight-line rent adjustments, including amounts reported from discontinued operations, was approximately $1.3 million and $0.3 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, 2010
and 2009, including amounts from discontinued operations, was $11.9 million, and $11.6 million, respectively.



10



---

##### Table of Contents

We maintain an allowance for estimated losses that may result from the inability of our tenants to make
required payments. If a tenant fails to make contractual payments beyond any allowance, we may recognize additional bad debt expense in future periods equal to the net outstanding balances. As of March 31, 2010 and December 31, 2009, our
allowance for doubtful accounts was $2.2 million.

In connection with property acquisitions qualifying as business combinations, we may
acquire leases with rental rates above or below the market rental rates. Such differences are recorded as an intangible lease asset or liability and amortized to Rental revenues over the life of the related leases. The unamortized
balances of these assets and liabilities associated with the early termination of leases are fully amortized to their respective revenue 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. The total net impact 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 a decrease of approximately $0.3 million and $0.5 million for the three months ended March 31, 2010 and 2009, respectively.

Early lease termination fees are recorded in Rental revenues on a straight-line basis over the remaining contractual lease term or upon
collection if collection is not assured. During the three months ended March 31, 2010 and 2009, early termination fees increased revenues by $34,000 and $1.4 million, respectively.

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.

Stock-Based Compensation

On October 10, 2006, we established the Long-Term Incentive Plan, as amended, to grant restricted stock, stock options and other
awards to our personnel. Awards granted under this plan are fair valued and amortized to compensation expense on a straight-line basis over the service period during which the awards fully vest. Such expense is included in General and
administrative expense in our Consolidated Statements of Operations. We previously granted equity awards under an employee stock option plan (the Employee Option Plan) and an independent director stock option plan (the
Independent Director Option Plan). With the adoption of the Long-Term Incentive Plan we do not plan to make any further grants under the Employee Option Plan or the Independent Director Option Plan.

New Accounting Standards

In June
2009, the FASB issued guidance which amended the definition of a VIE and the consolidation guidance applicable to VIEs. This guidance also enhanced VIE related disclosure requirements to provide more information about an enterprises
involvement in a VIE. The consolidation amendments require ongoing assessments of whether a reporting entity is the primary beneficiary of a VIE and replace the quantitative-based risk and rewards calculation for determining which reporting entity,
if any, has a controlling interest in a VIE with an approach focused on identifying which reporting entity has the power to direct the activities of a VIE that most significantly impact the entitys economic performance and (1) the
obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. We adopted this guidance as of January 1, 2010 with no material impact on our Consolidated Financial Statements.

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. Our investments in these joint ventures may create a variable interest in a VIE, depending on the contractual terms of the arrangement. We analyze our joint ventures in accordance with GAAP to determine whether they are
VIEs and, if so, whether we are the primary beneficiary. As of March 31, 2010, all of our unconsolidated joint ventures were determined to be unconsolidated investments because they were not VIEs. As of December 31, 2009, our investment in
Stonefield Industrial, LLC was a



11



---

##### Table of Contents

consolidated VIE because we determined we were the primary beneficiary. We entered into this joint venture in 2008 with Panattoni Development Company (Panattoni), an unrelated
third-party developer, to develop approximately 49 acres in Reno, Nevada. In conjunction with the joint ventures debt maturity in October 2009, the venture was determined to be a variable interest entity and we consolidated the ventures
net assets at fair value. Subsequent to the consolidation, we paid off the ventures then existing debt in the amount of $5.3 million. On January 11, 2010, Panattoni assigned their equity interest in the venture to us for no consideration
such that we wholly owned the venture as of March 31, 2010.

In January 2010, the FASB issued Accounting Standards Update
No. 2010-06 (ASU 2010-6), Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements which requires new disclosures and clarifies existing disclosure requirements about fair value
measurement as set forth in existing GAAP with the objective to improve these disclosures and increase transparency of financial reporting disclosures. Specifically, ASU 2010-06 requires a reporting entity to disclose separately the amounts of
significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; and in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity should
present separately information about purchases, sales, issuances, and settlements. In addition, ASU 2010-06 clarifies the requirements of the following existing disclosures: for purposes of reporting fair value measurement for each class of assets
and liabilities, a reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities and should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and
nonrecurring fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of
activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Early application is permitted. We adopted this guidance as of
January 1, 2010 with no material impact on our Consolidated Financial Statements.

Note 3  Investment in Properties

Our consolidated real estate assets consist of operating properties, redevelopment properties, 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, 2010 and December 31, 2009 (in thousands):



|                                                  |  |               |           |   |                  |   |           |  
|------------------------------------------------- |  | ------------- | --------- | - | ---------------- | - | --------- | -
|                                                  |  | March 31,2010 |           |   | December 31,2009 |  
|Operating properties                              |  | $             | 2,709,891 |   |                  | $ | 2,712,291 |  
|Properties under development                      |  |               | 140,738   |   |                  |   | 138,698   |  
|Properties under redevelopment                    |  |               | 42,656    |   |                  |   | 42,048    |  
|Properties in pre-development including land held |  |               | 23,365    |   |                  |   | 23,377    |  
|                                                  |  |               |           |   |                  |   |           |  
|Total Investment in Properties                    |  |               | 2,916,650 |   |                  |   | 2,916,414 |  
|Less accumulated depreciation and amortization    |  |               | (471,234  | ) |                  |   | (451,242  | )
|                                                  |  |               |           |   |                  |   |           |  
|Net Investment in Properties                      |  | $             | 2,445,416 |   |                  | $ | 2,465,172 |  
|                                                  |  |               |           |   |                  |   |           |  

2010 Development Projects  Consolidated

As of March 31, 2010, we had seven consolidated development projects comprised of 3.2 million square feet and 15 buildings, of which 13 were
bulk distribution properties and two were light industrial, located in Dulles, VA, Cincinnati, OH, Memphis, TN, Orlando, FL, Riverside, CA and Monterrey, Mexico. As of March 31, 2010, all of these buildings were shell-complete and one building
was 100% leased and occupied. For information related to our unconsolidated development joint ventures, see Note 4  Investments in and Advances to Unconsolidated Joint Ventures.

Intangible Lease Assets and Liabilities

Aggregate amortization expense for intangible lease assets recognized in connection with property acquisitions (excluding assets and liabilities related
to above and below market rents; see Note 2, Summary of Significant Accounting Policies, for additional information) was approximately $3.6 million for the three months ended March 31, 2010



12



---

##### Table of Contents

and approximately $5.1 million for the three months ended March 31, 2009. Our intangible lease assets and liabilities included the following as of March 31, 2010 and December 31,
2009 (in thousands):



|                              |  |                |         |   |                         |   |         |     |  |   |        |   |  |                         |         |   |     |   |         |   |  |   |        |  
|----------------------------- |  | -------------- | ------- | - | ----------------------- | - | ------- | --- |  | - | ------ | - |  | ----------------------- | ------- | - | --- | - | ------- | - |  | - | ------ | -
|                              |  | March 31, 2010 |         |   | December 31, 2009       |  
|                              |  | Gross          |         |   | AccumulatedAmortization |   |         | Net |  |   | Gross  |   |  | AccumulatedAmortization |         |   | Net |  
|Other intangible lease assets |  | $              | 93,367  |   |                         | $ | (54,411 | )   |  | $ | 38,956 |   |  | $                       | 100,236 |   |     | $ | (57,704 | ) |  | $ | 42,532 |  
|Above market rent             |  |                | 14,066  |   |                         |   | (9,463  | )   |  |   | 4,603  |   |  |                         | 16,007  |   |     |   | (10,703 | ) |  |   | 5,304  |  
|Below market rent             |  |                | (10,903 | ) |                         |   | 5,404   |     |  |   | (5,499 | ) |  |                         | (12,788 | ) |     |   | 6,842   |   |  |   | (5,946 | )

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 impact on rental revenues due to the amortization of above and below market rents for the next five years and
thereafter (in thousands):



|                                  |  |                                                  |        |                                                                                         |   |      |  
|--------------------------------- |  | ------------------------------------------------ | ------ | --------------------------------------------------------------------------------------- | - | ---- | -
|For the Period Ended December 31, |  | EstimatedNetAmortizationof LeaseIntangibleAssets |        | Estimated NetIncrease (Decrease)to Rental RevenuesRelated to Aboveand Below
MarketRents |  
|Remainder of 2010                 |  | $                                                | 8,350  |                                                                                         | $ | (70  | )
|2011                              |  |                                                  | 8,370  |                                                                                         |   | 404  |  
|2012                              |  |                                                  | 5,958  |                                                                                         |   | 290  |  
|2013                              |  |                                                  | 3,922  |                                                                                         |   | 448  |  
|2014                              |  |                                                  | 2,771  |                                                                                         |   | 219  |  
|Thereafter                        |  |                                                  | 9,585  |                                                                                         |   | (395 | )
|                                  |  |                                                  |        |                                                                                         |   |      |  
|Total                             |  | $                                                | 38,956 |                                                                                         | $ | 896  |  
|                                  |  |                                                  |        |                                                                                         |   |      |  



13



---

##### Table of Contents

Note 4  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. Our investments in these joint ventures are included in Investments in and advances to unconsolidated joint ventures in our Consolidated Balance Sheets. The following describes our unconsolidated joint
ventures as of March 31, 2010 and December 31, 2009.



|                                       |  |                                            |                |  |                     |  |                                           |         |  |   |        
|-------------------------------------- |  | ------------------------------------------ | -------------- |  | ------------------- |  | ----------------------------------------- | ------- |  | - | -------
|Unconsolidated Joint Ventures          |  | DCT OwnershipPercentage as
ofMarch 31,2010 |                |  | Number 
ofBuildings |  | Unconsolidated Net EquityInvestment as of
|                                       |  |                                            | March 
31,2010 |  | December 31,2009   
|                                       |  |                                            |                |  |                     |  | (in thousands)                           
|Institutional Funds:                   |  |                                            |                |  |                     |  |                                           |         |  |   |        
|DCT/SPF Industrial Operating LLC       |  | 20                                         | %              |  | 14                  |  | $                                         | 48,235  |  | $ | 48,618 
|TRT-DCT Venture II                     |  | 11.4                                       | %              |  | 6                   |  |                                           | 2,634   |  |   | 2,685  
|TRT-DCT Venture III                    |  | 10                                         | %              |  | 5                   |  |                                           | 1,695   |  |   | 1,719  
|DCT Fund I LLC                         |  | 20                                         | %              |  | 6                   |  |                                           | 980     |  |   | 1,124  
|TRT-DCT Venture I                      |  | 4.4                                        | %              |  | 14                  |  |                                           | 841     |  |   | 928    
|                                       |  |                                            |                |  |                     |  |                                           |         |  |   |        
|Total Institutional Funds              |  |                                            |                |  | 45                  |  |                                           | 54,385  |  |   | 55,074 
|                                       |  |                                            |                | 
|Other:                                 |  |                                            |                |  |                     |  |                                           |         |  |   |        
|Stirling Capital Investments
(SCLA)(1) |  | 50                                         | %              |  | 6                   |  |                                           | 44,510  |  |   | 44,456 
|IDI/DCT                                |  | 50                                         | %              |  | 4                   |  |                                           | 8,171   |  |   | 8,499  
|DCT/IDI Buford (land only)             |  | 75                                         | %              |  |                    |  |                                           | 3,204   |  |   | 3,209  
|                                       |  |                                            |                |  |                     |  |                                           |         |  |   |        
|Total Other                            |  |                                            |                |  | 10                  |  |                                           | 55,885  |  |   | 56,164 
|                                       |  |                                            |                |  |                     |  |                                           |         |  |   |        
|Total                                  |  |                                            |                |  | 55                  |  | $                                         | 110,270 |  | $ | 111,238
|                                       |  |                                            |                |  |                     |  |                                           |         |  |   |        



|(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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Guarantees

Based on the
provisions of certain joint venture agreements we have, indirectly through partner level guarantees, guaranteed $29.6 million in construction financing in the IDI/DCT joint venture which represents our proportionate share of the joint ventures
total debt of $59.2 million as of March 31, 2010. In the event the guarantor partner is required to satisfy the guarantee, DCT has indemnified its venture partner for our proportionate share of the guarantee. These guarantees remain outstanding
until the construction financing is satisfied. Of the total IDI/DCT joint venture debt, $45.5 million matures in October 2010 and $13.7 million matures in March 2011.

There are no lines of credit or side agreements related to, or between, our unconsolidated joint ventures and us, and there are no other derivative
financial instruments between our unconsolidated joint ventures and us. In addition, we believe we have no material exposure to financial guarantees, except as discussed above. As of March 31, 2010, our proportionate share of non-recourse debt
associated with unconsolidated joint ventures was $91.0 million.



14



---

##### Table of Contents

Note 5  Financial Instruments and Hedging Activities

Fair Value of Financial Instruments

As of March 31, 2010 and December 31, 2009, the fair values of cash and cash equivalents, restricted cash held in escrow, accounts receivable
and accounts payable approximated their carrying values because of the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures were determined based on available market
information and valuation methodologies believed to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. Our estimates may differ from the actual amounts that we could
realize upon disposition. The following table summarizes these financial instruments (in thousands).



|                                                           |  |                              |         |   |                                 |   |         |                 |  |   |                     |   |  |   |         |  
|---------------------------------------------------------- |  | ---------------------------- | ------- | - | ------------------------------- | - | ------- | --------------- |  | - | ------------------- | - |  | - | ------- | -
|                                                           |  | Balances as ofMarch 31, 2010 |         |   | Balances as ofDecember 31, 2009 |  
|                                                           |  | CarryingAmounts              |         |   | EstimatedFair
Value             |   |         | CarryingAmounts |  |   | EstimatedFair Value |  
|Notes
receivable(1)                                        |  | $                            | 17,464  |   |                                 | $ | 18,073  |                 |  | $ | 19,084              |   |  | $ | 19,121  |  
|                                                           |  |                              |         |  
|Borrowings(1):                                             |  |                              |         |   |                                 |   |         |                 |  |   |                     |   |  |   |         |  
|Senior, unsecured revolving credit Facility, variable rate |  | $                            | 88,000  |   |                                 | $ | 86,171  |                 |  | $ |                    |   |  | $ |        |  
|Fixed rate
debt(2)                                         |  | $                            | 817,645 |   |                                 | $ | 823,262 |                 |  | $ | 911,478             |   |  | $ | 908,509 |  
|Variable rate debt                                         |  | $                            | 225,237 |   |                                 | $ | 224,021 |                 |  | $ | 225,237             |   |  | $ | 221,844 |  
|                                                           |  |                              |         |  
|Interest rate contracts:                                   |  |                              |         |   |                                 |   |         |                 |  |   |                     |   |  |   |         |  
|Interest rate
swaps(3)                                     |  | $                            | (4,541  | ) |                                 | $ | (4,541  | )               |  | $ | (4,070              | ) |  | $ | (4,070  | )



|(1) | The fair values of our notes receivable and borrowings were estimated using a discounted cash flow methodology. Credit spreads relating to the
underlying instruments are based on unobservable Level 3 inputs which management has determined to be its best estimate of current market spreads of similar instruments.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | The carrying
amount of our fixed rate debt includes premiums and discounts as a result of the difference between the fair value and face value of debt assumed in connection with our acquisition activities.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The fair values of
our interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash flows and the discounted expected variable cash flows based on an expectation of future interest rates derived from observable
market interest rate curves. We incorporate credit valuation adjustments to appropriately reflect both our nonperformance risk and the respective counterpartys nonperformance risk in the fair value measurements. For further discussion on the
fair value of our interest rate swaps, see Note 2 - Significant Accounting Policies.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Hedging Activities

To manage interest rate risk for variable rate debt and issuances of fixed rate debt, we primarily use treasury locks,
forward-starting swaps and interest rate swaps as part of our cash flow hedging strategy. These derivatives are designed to mitigate the risk of future interest rate increases by providing a fixed interest rate for a limited, pre-determined period
of time. During 2010, such derivatives have been used to hedge the variability in existing and future interest expense associated with existing variable rate borrowings and forecasted issuances of debt, which may include the issuances of new debt,
as well as refinancings of existing debt upon maturity.



15



---

##### Table of Contents

As of March 31, 2010, such derivatives as described in the following table were in place to hedge the
variability of cash flows associated with forecasted issuances of debt and $100 million of outstanding variable rate debt (dollar amounts in thousands).



|                         |  |                |         |                   |       |   |               |           |              |               
|------------------------ |  | -------------- | ------- | ----------------- | ----- | - | ------------- | --------- | ------------ | --------------
|                         |  | NotionalAmount |         | SwapStrikeRate(1) |       |   | EffectiveDate |           | MaturityDate
|Swap(2)                  |  | $              | 100,000 |                   | 3.233 | % |               | June 2008 |              | June 2010     
|Forward-starting
swap(3) |  | $              | 90,000  |                   | 5.430 | % |               | June 2012 |              | September 2012



|(1) | The referenced
swap index for each of our swaps was LIBOR.
|--- | ----------------------------------------------------------



|(2) | The counterparty
is Wells Fargo Bank, NA.
|--- | -----------------------------------------



|(3) | The counterparty is PNC Bank, NA.
|--- | ---------------------------------

On a recurring basis, we measure our derivatives at fair value, which was a gross liability of $4.5 million and $4.1 million as of March 31, 2010
and December 31, 2009, respectively, included in Other Liabilities in our Consolidated Balance Sheets. The fair value of these derivatives was determined using Level 2 and 3 inputs. The effective portion of changes in the fair value
of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The
ineffective portion of the change in fair value of the derivatives is recognized directly in earnings and is recorded as Interest income and other in our Consolidated Statements of Operations. During the three months ended March 31,
2010 and 2009, we recorded no ineffectiveness.

Net unrealized losses of approximately $1.3 million and net unrealized gains of $11.3 million,
including the noncontrolling interests portion, were recorded in Accumulated other comprehensive loss as a result of the change in fair value of our outstanding hedges during the three months ended March 31, 2010 and 2009,
respectively.

As of March 31, 2010 and December 31, 2009, the Accumulated other comprehensive loss balance pertaining
to the hedges were losses of approximately $12.6 million and $12.5 million, respectively, including the noncontrolling interests portion.

Amounts reported in Accumulated other comprehensive loss related to derivatives will be amortized to Interest expense as interest
payments are made on our current debt and anticipated debt issuances. During the next 12 months, we estimate that approximately $0.9 million will be reclassified from Accumulated other comprehensive loss to Interest expense
resulting in an increase in such expense.

Note 6  Outstanding Indebtedness

As of March 31, 2010, our outstanding indebtedness of approximately $1.1 billion consisted of mortgage notes and senior unsecured notes and an
unsecured revolving credit facility, excluding approximately $91.0 million representing our proportionate share of debt associated with unconsolidated joint ventures. As of December 31, 2009, our outstanding indebtedness consisted of mortgage
debt, unsecured notes and an unsecured revolving credit facility and totaled approximately $1.1 billion, excluding approximately $90.5 million representing our proportionate share of debt associated with unconsolidated joint ventures.

As of March 31, 2010, the gross book value of our consolidated properties was approximately $2.9 billion and the gross book value of all properties
securing our mortgage debt was approximately $0.9 billion. As of December 31, 2009, the gross book value of our consolidated properties was approximately $2.9 billion and the gross book value of all properties securing our mortgage debt was
approximately $1.1 billion. Our debt has various covenants with which we were in compliance as of March 31, 2010 and December 31, 2009.



16



---

##### Table of Contents

Debt Refinancing

In January 2010, we repaid $42.0 million of $112.0 million of debt previously scheduled to mature in 2012. The remaining balance of $70.0 million was
refinanced at a fixed rate of 6.11% with a new maturity of 2020 and a release of mortgages on five properties. In February 2010, we repaid $49.9 million of $102.9 million of debt previously scheduled to mature in 2011. The remaining balance of $53.0
million was refinanced at a fixed rate of 6.17% with a new maturity of 2019 and a release of mortgages on 11 properties. The debt repayments were funded using borrowings under our credit facility and cash flows from operations. These transactions
were treated as debt modifications pursuant to GAAP.

Note 7  Noncontrolling Interests

Noncontrolling interests are the portion of equity, or net assets, in a subsidiary not attributable, directly or indirectly, to a parent. Our
noncontrolling interests primarily represent limited partnership interests in our operating partnership and equity interests held by third-party partners in our consolidated real estate joint ventures. Our noncontrolling interests held by
third-party partners in our consolidated joint ventures were insignificant during the periods presented.

Noncontrolling interests
representing interests in our operating partnership include OP Units and LTIP units which are classified as permanent equity in accordance with GAAP and are included in Noncontrolling interests in our Consolidated Balance Sheets.

OP Units

As of
March 31, 2010 and December 31, 2009, we owned approximately 89% and 88%, respectively, of the outstanding equity interests in our operating partnership. The remaining equity interest in our operating partnership was owned by third-party
investors. Subject to certain agreements, OP Units are redeemable at the option of the unitholder after a fixed period. At our discretion, 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, 2010, 1.0 million OP Units were redeemed for approximately
$0.3 million in cash and 0.9 million shares of our common stock. During the three months ended March 31, 2009, 0.9 million OP Units were redeemed for approximately $0.3 million in cash and 0.8 million shares of our common stock.

As of March 31, 2010, there was a total of 26.3 million OP Units outstanding with a redemption value of approximately $137.7
million based on the closing price of our common stock on March 31, 2010, all of which were redeemable. As of December 31, 2009, 27.2 million OP Units outstanding with a redemption value of approximately $136.4 million based on the
closing price of our common stock on December 31, 2009, all of which were redeemable.

LTIP Units

We may grant limited partnership interests in our operating partnership called LTIP Units. LTIP Units, which we grant either as free-standing awards or
together with other awards under our Long-Term Incentive Plan, as amended, are valued by reference to the value of our common stock, and are subject to such conditions and restrictions as our compensation committee may determine, including continued
employment or service, computation of financial metrics and/or achievement of pre-established performance goals and objectives. LTIP Units typically vest ratably over a period of four to five years depending on the grant. Vested LTIP Units can be
converted for OP Units on a one-for-one basis.

During the three months ended March 31, 2010, a total of 0.4 million LTIP units were
granted to certain officers and senior executives, which vest 25% annually over four years with a total fair value of $2.0 million at the date of grant as determined by a lattice-binomial option-pricing model based on a Monte Carlo simulations using
a volatility factor of 61% and a risk-free interest rate of 2.39%. Also during the three months ended March 31, 2010, 0.2 million LTIP units were granted to a senior executive which vest over a five-year period (25% on March 30, 2013,



17



---

##### Table of Contents

25% on March 30, 2014 and 50% on March 30, 2015) with a total fair value of $1.0 million at the date of grant as determined by a lattice-binomial option-pricing model based on a Monte
Carlo simulations using a volatility factor of 62% and a risk-free interest rate of 2.55%. During the three months ended March 31, 2010, 0.1 million vested LTIP Units were converted into 0.1 million OP Units. As of March 31,
2010, 1.8 million LTIP units were outstanding of which 0.3 million were vested.

During the three months ended March 31, 2009,
a total of 0.4 million LTIP units were granted to certain officers and senior executives, which vest 25% annually over four years with a total fair value of $1.5 million at the date of grant as determined by a lattice-binomial option-pricing
model based on a Monte Carlo simulations using a volatility factor of 48% and a risk-free interest rate of 1.79%. No vested LTIP Units were converted into OP Units during the three months ended March 31, 2009. As of December 31, 2009,
1.3 million LTIP units were outstanding of which 0.3 million were vested.

The following table illustrates the noncontrolling
interests share of our Consolidated Net Income (Loss) during the three months ended March 31, 2010 and 2009 (in thousands):



|                                                                                 |  |                                      |     |   |      |   |      |  
|-------------------------------------------------------------------------------- |  | ------------------------------------ | --- | - | ---- | - | ---- | -
|                                                                                 |  | For the Three 
MonthsEnded March 31, |    
|                                                                                 |  | 2010                                 |     |   | 2009 |  
|Noncontrolling interests share of (Income) Loss From Continuing Operations      |  | $                                    | 993 |   |      | $ | (586 | )
|Noncontrolling interests share of (Income) Loss from discontinued operations    |  |                                      | 6   |   |      |   | (67  | )
|Noncontrolling interests share of Gain on dispositions of real estate interests |  |                                      | (2  | ) |      |   | (6   | )
|                                                                                 |  |                                      |     |   |      |   |      |  
|Net income (loss) attributable to noncontrolling interests                       |  | $                                    | 997 |   |      | $ | (659 | )
|                                                                                 |  |                                      |     |   |      |   |      |  

Note 8  Stockholders Equity

Common Stock

As of March 31,
2010, approximately 209.6 million shares of common stock were issued and outstanding. On March 23, 2010, we registered a continuous equity offering program. Pursuant to this offering, we may sell up to 20 million shares of
common stock through March 23, 2013 in at-the-market offerings or certain other transactions. We intend to use the proceeds from any sale of shares for general corporate purposes, which may include funding acquisitions and repaying
debt. During the three months ended March 31, 2010, we issued 0.9 million shares of common stock related to the redemption of OP Units (see additional information in Note 6, Noncontrolling Interests above), 0.6 million shares of
common stock through our 2010 continuous offering and approximately 0.1 million shares of common stock related to vested shares of restricted stock.

During the year ended December 31, 2009, we issued 27.6 million shares of common stock in a public offering at a price of $4.25 per share. Also
during the year ended December 31, 2009, we issued approximately 5.1 million shares of common stock in connection with redemptions of our OP Units (see Note 6  Noncontrolling Interests) and approximately 0.1 million shares of
common stock related to vested shares of restricted stock and phantom shares.

The net proceeds from the sales of our 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, including the offerings noted above.

Dividend Reinvestment and Stock Purchase Plan

In April 2007, we began offering shares of our common stock through our 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.



18



---

##### Table of Contents

Equity-Based Compensation

Multi-Year Outperformance Program

On
January 11, 2010, we adopted our multi-year outperformance program which is a long-term incentive compensation program. The purpose of our multi-year outperformance program is to promote the progress and success of our company by encouraging
our senior officers to create stockholder value in a pay for performance compensation structure. Our multi-year outperformance program is intended to be an ongoing program under which we will grant new awards each year.

Each years awards will entitle participants to receive shares of our common stock with a maximum value of $10 million based on the absolute and
relative total return to stockholders during the three-year performance period beginning on December 31st of the prior year. Half of each years awards will be based on our absolute total return to stockholders during the performance
period and the other half will be based on our relative total return to stockholders during the performance period compared to the performance of the MSCI US REIT Index during the same period.

Each participants award will be designated as a specified percentage of the aggregate award value earned during the performance period, and
participants may also be entitled to a share of any unallocated portion of the aggregate award value. At the end of the performance period, each participant will be issued shares of our common stock with a value equal to that participants
share of the aggregate award value. Half of the shares of common stock issued will be fully vested upon issuance at the end of the performance period and the remaining half will vest on the first anniversary of that date based on continued
employment. We may also permit participants to elect to receive their awards in the form of LTIP Units or other equivalent forms of equity in lieu of shares of common stock.

We are not obligated to grant awards under our multi-year outperformance program each year, and may grant awards in any given year with terms that vary
from those set forth above in any respect, including, among other things, the performance hurdles, the aggregate award values and the performance period. During the three months ended March 31 2010, we granted awards under our multi-year
outperformance program for 2010 to certain officers and senior executives. The terms of the 2010 awards are consistent with the general terms of our multi-year outperformance program described above and the three-year performance period for these
awards will run from December 31, 2009 through December 31, 2012.

Restricted Stock

Holders of our restricted stock have voting rights and rights to receive dividends. Our restricted stock may not be sold, assigned, transferred, pledged
or otherwise disposed of and is subject to a risk of forfeiture prior to the expiration of the applicable vesting period. Our restricted stock is recorded at fair value on the date of grant and amortized on a straight-line basis over the service
period during which term the stock fully vests. Our restricted stock typically vests ratably over a period of four to five years, depending on the grant. During the three months ended March 31, 2010 and 2009, we granted approximately
0.2 million shares and 0.2 million shares, respectively, of restricted stock to certain officers and employees at the weighted-average fair market value of $4.60 and $3.40 per share, respectively.

Stock Options

During the three months
ended March 31, 2010 and 2009, we granted approximately 0.5 million and 1.5 million stock options, respectively, at the weighted-average exercise price of $4.57 and $3.41 per share, respectively, which generally vest 25% annually over
four years. The fair value of the aforementioned grants adjusted for estimated forfeitures totaled $0.6 million and $0.7 million and is amortized over their respective vesting periods.

Note 9  Related Party Transactions

Note Receivable with TRT-DCT Venture I

In June 2007, we issued a secured $16.0 million, 6.0% interest note, maturing with one balloon payment in July 2014 to our unconsolidated joint venture,
TRT-DCT Industrial Joint Venture I (TRT-DCT Venture I). Interest is due monthly on the unpaid balance. For the three months ended March 31, 2010 and 2009, we recognized interest income from this note receivable of approximately $0.2
million and $0.2 million, respectively.



19



---

##### Table of Contents

Shared services agreement with DCAG

During 2010, we renewed our transitional services agreement with Overhead Services, Inc., formerly DC Services, LLC, (Overhead Services), an
affiliate of Dividend Capital Advisors Group LLC (DCAG) whereby we receive enumerated transitional services, including IT services, human resources and payroll services, necessary to operate our business for a one-year period for a
monthly fee of approximately $0.1 million. During 2009, we paid approximately $0.6 million to Overhead Services pursuant to this agreement. Effective October 2009, we no longer had a related party relationship with DCAG.

Note 10  Earnings per Share

We
use the two-class method of computing earnings per common share which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and
participation rights in undistributed earnings. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the
weighted average number of common shares outstanding for the period.

A participating security is defined by GAAP as an unvested share-based
payment award containing non-forfeitable rights to dividends and must be included in the computation of earnings per share pursuant to the two-class method. Our nonvested restricted stock and LTIP units are considered participating securities as
these share-based awards contain non-forfeitable rights to dividends irrespective of whether the awards ultimately vest or expire.



20



---

##### Table of Contents

The following tables set forth the computation of our basic and diluted earnings per common share for the
three months ended March 31, 2010 and 2009 (in thousands, except per share information):



|                                                                                                        |  |                                     |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                        |  | For the Three Months EndedMarch 31, |        
|                                                                                                        |  | 2010                                |         |   | 2009 |  
|Earnings per share  Basic and Diluted                                                                  |  |                                     |         |   |      |   |         |  
|Numerator                                                                                               |  |                                     |         |   |      |   |         |  
|Income (Loss) From Continuing Operations attributable to DCT common stockholders                        |  | $                                   | (7,189  | ) |      | $ | 3,431   |  
|Less: Distributed and undistributed earnings allocated to participating securities                      |  |                                     | (112    | ) |      |   | (141    | )
|                                                                                                        |  |                                     |         |   |      |   |         |  
|Numerator for adjusted income (loss) from continuing operations attributable to DCT common stockholders |  |                                     | (7,301  | ) |      |   | 3,290   |  
|                                                                                                        |  |                                    
|Numerator for income (loss) from discontinued operations attributable to DCT common stockholders        |  |                                     | (48     | ) |      |   | 365     |  
|                                                                                                        |  |                                    
|Numerator for gain on dispositions of real estate interests attributable to common stockholders         |  |                                     | 14      |   |      |   | 31      |  
|                                                                                                        |  |                                     |         |   |      |   |         |  
|Adjusted net income (loss) attributable to DCT common stockholders                                      |  | $                                   | (7,335  | ) |      | $ | 3,686   |  
|                                                                                                        |  |                                     |         |   |      |   |         |  
|Denominator                                                                                             |  |                                     |         |   |      |   |         |  
|Weighted average common shares outstanding  basic and diluted                                          |  |                                     | 208,350 |   |      |   | 175,661 |  
|                                                                                                        |  |                                     |         |   |      |   |         |  
|Earnings per Common Share  Basic and Diluted                                                           |  |                                     |         |   |      |   |         |  
|Income (Loss) From Continuing Operations                                                                |  | $                                   | (0.04   | ) |      | $ | 0.02    |  
|Income (loss) from discontinued operations                                                              |  |                                     | 0.00    |   |      |   | 0.00    |  
|Gain on dispositions of real estate interests                                                           |  |                                     | 0.00    |   |      |   | 0.00    |  
|                                                                                                        |  |                                     |         |   |      |   |         |  
|Net Income (Loss) Attributable to DCT Common Stockholders                                               |  | $                                   | (0.04   | ) |      | $ | 0.02    |  
|                                                                                                        |  |                                     |         |   |      |   |         |  

Potentially Dilutive Shares

We have excluded from diluted earnings per share the weighted average common share equivalents related to approximately 3.8 million and
5.7 million stock options, phantom stock and warrants for the three months ended March 31, 2010 and 2009, respectively, because their effect would be anti-dilutive.

Note 11  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 12 for additional information).



21



---

##### Table of Contents

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, 2010 and 2009 (in thousands):



|                           |  |                 |        |                 |   |        |  |      |        |  |   |       
|-------------------------- |  | --------------- | ------ | --------------- | - | ------ |  | ---- | ------ |  | - | ------
|                           |  | Rental Revenues |        | Property
NOI(1)
|                           |  | 2010            |        | 2009            |   | 2010   |  | 2009
|Bulk distribution          |  | $               | 44,537 |                 | $ | 47,279 |  | $    | 31,676 |  | $ | 34,541
|Light industrial and other |  |                 | 12,520 |                 |   | 14,186 |  |      | 8,246  |  |   | 10,176
|                           |  |                 |        |                 |   |        |  |      |        |  |   |       
|Total                      |  | $               | 57,057 |                 | $ | 61,465 |  | $    | 39,922 |  | $ | 44,717
|                           |  |                 |        |                 |   |        |  |      |        |  |   |       



|(1) | 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, impairment, 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, impairment, 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 attributable to DCT common stockholders, as defined by GAAP, to be the most appropriate measure to evaluate our overall
financial performance.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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, 2010 and 2009 (in thousands):



|                                                              |  |                                     |         |   |      |   |         |  
|------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ---- | - | ------- | -
|                                                              |  | For the Three Months EndedMarch 31, |        
|                                                              |  | 2010                                |         |   | 2009 |  
|Property NOI                                                  |  | $                                   | 39,922  |   |      | $ | 44,717  |  
|NOI from development and redevelopment properties             |  |                                     | 2       |   |      |   | 175     |  
|Institutional capital management and other fees               |  |                                     | 640     |   |      |   | 667     |  
|Real estate related depreciation and amortization             |  |                                     | (28,594 | ) |      |   | (26,156 | )
|General and administrative expense                            |  |                                     | (5,652  | ) |      |   | (5,468  | )
|Equity in income (loss) of unconsolidated joint ventures, net |  |                                     | (611    | ) |      |   | 4,180   |  
|Interest expense                                              |  |                                     | (12,788 | ) |      |   | (13,341 | )
|Interest income and other income (expense)                    |  |                                     | (863    | ) |      |   | 134     |  
|Income and other taxes                                        |  |                                     | (238    | ) |      |   | (891    | )
|                                                              |  |                                     |         |   |      |   |         |  
|Income (Loss) from Continuing Operations                      |  | $                                   | (8,182  | ) |      | $ | 4,017   |  
|                                                              |  |                                     |         |   |      |   |         |  

The following table is a reconciliation of our segment rental revenues to our reported consolidated total revenue for the
years ended March 31, 2010 and 2009 (in thousands).



|                                                                 |  |                                     |        |      |   |       
|---------------------------------------------------------------- |  | ----------------------------------- | ------ | ---- | - | ------
|                                                                 |  | For the Three Months EndedMarch 31,
|                                                                 |  | 2010                                |        | 2009
|Total revenue from operating properties in continuing operations |  | $                                   | 57,057 |      | $ | 61,465
|Revenues from development and redevelopment properties           |  |                                     | 933    |      |   | 768   
|                                                                 |  |                                     |        |      |   |       
|Rental revenues                                                  |  |                                     | 57,990 |      |   | 62,233
|Institutional capital management and other fees                  |  |                                     | 640    |      |   | 667   
|                                                                 |  |                                     |        |      |   |       
|Total Revenues                                                   |  | $                                   | 58,630 |      | $ | 62,900
|                                                                 |  |                                     |        |      |   |       



22



---

##### Table of Contents

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



|                                                  |  |               |           |                  |   |          
|------------------------------------------------- |  | ------------- | --------- | ---------------- | - | ---------
|                                                  |  | March 31,2010 |           | December 31,2009
|Property segments:                                |  |               |           |                  |   |          
|Bulk distribution                                 |  | $             | 1,753,715 |                  | $ | 1,769,118
|Light industrial and other                        |  |               | 535,965   |                  |   | 536,888  
|                                                  |  |               |           |                  |   |          
|Total segment net assets                          |  |               | 2,289,680 |                  |   | 2,306,006
|Development and redevelopment assets              |  |               | 173,805   |                  |   | 178,462  
|Non-segment assets:                               |  |               |           |                  |   |          
|Properties in pre-development including land held |  |               | 23,365    |                  |   | 23,377   
|Non-segment cash and cash equivalents             |  |               | 7,219     |                  |   | 22,941   
|Other non-segment
assets(1)                       |  |               | 132,450   |                  |   | 133,506  
|                                                  |  |               |           |                  |   |          
|Total Assets                                      |  | $             | 2,626,519 |                  | $ | 2,664,292
|                                                  |  |               |           |                  |   |          



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

Our operations in Mexico commenced in 2007. Included in rental revenues for the three
months ended March 31, 2010 and 2009 was approximately $1.1 million and $1.3 million, respectively, attributable to these operations. Included in bulk segment net assets as of March 31, 2010 and December 31, 2009 was approximately
$33.9 million and $35.6 million, respectively, and included in light industrial and other segment net assets as of March 31, 2010 and December 31, 2009 was approximately $22.0 million and $21.9 million, respectively, attributable to these
operations.

Note 12  Discontinued Operations

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, 2010 we had no property dispositions. However, during this period income from discontinued operations included adjustments related to prior
period dispositions. During the year ended December 31, 2009, we sold three operating properties, one in our bulk distribution segment comprised of 0.8 million square feet and two in our light industrial and other segment comprised of
approximately 0.1 million square feet to third parties. For the three months ended March 31, 2009 income from discontinued operations includes the results of operations of these properties prior to the date of sale. We included all results
of these discontinued operations in a separate component of income in our Consolidated Statements of Operations under the heading Income (loss) from discontinued operations. This treatment resulted in certain reclassifications of
financial statement amounts for the three months ended March 31, 2009.



23



---

##### Table of Contents

The following is a summary of the components of income (loss) from discontinued operations for the three
months ended March 31, 2010 and 2009 (in thousands).



|                                                         |  |                              |     |   |      |   |      |  
|-------------------------------------------------------- |  | ---------------------------- | --- | - | ---- | - | ---- | -
|                                                         |  | Three Months EndedMarch 
31, |    
|                                                         |  | 2010                         |     |   | 2009 |  
|Rental revenues                                          |  | $                            |    |   |      | $ | 747  |  
|Rental expenses and real estate taxes                    |  |                              | (5  | ) |      |   | (116 | )
|Real estate related depreciation and amortization        |  |                              |    |   |      |   | (299 | )
|General and administrative                               |  |                              |    |   |      |   | (16  | )
|                                                         |  |                              |     |   |      |   |      |  
|Operating income (loss)                                  |  |                              | (5  | ) |      |   | 316  |  
|Interest expense, net                                    |  |                              |    |   |      |   | (30  | )
|Other income (expense)                                   |  |                              | (44 | ) |      |   | 151  |  
|Income and other taxes                                   |  |                              |    |   |      |   | (2   | )
|                                                         |  |                              |     |   |      |   |      |  
|Income (loss) before loss on dispositions of real estate |  |                              | (49 | ) |      |   | 435  |  
|Loss on dispositions of real estate interests            |  |                              | (5  | ) |      |   | (3   | )
|                                                         |  |                              |     |   |      |   |      |  
|Income (loss) from discontinued operations               |  | $                            | (54 | ) |      | $ | 432  |  
|                                                         |  |                              |     |   |      |   |      |  

Note 13  Subsequent Events

GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be
issued (subsequent events) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about
conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, (recognized subsequent events). The second type consists of events that provide evidence about
conditions that did not exist at the date of the balance sheet but arose subsequent to that date (nonrecognized subsequent events).

Recognized Subsequent Events

We
have evaluated subsequent events for the period from March 31, 2010, the date of these financial statements, through May 6, 2010, which represents the date these financial statements are being filed with the SEC. No significant recognized
subsequent events were noted.

Unrecognized Subsequent Event

Effective April 30, 2010, we have an agreement in principle to issue $210 million of fixed rate, senior unsecured notes to a group of 12 investors in
a private placement offering. The financing transaction is expected to close in late June 2010 subject to due diligence and completion of final documentation. These notes will have a weighted average maturity of 8.3 years and include five, seven,
eight and 11 year maturities and a weighted average interest rate of approximately 6.47%. The transaction will extend our weighted average debt maturity to approximately 4.7 years. Proceeds from the transaction are expected to be used to repay a
portion of our bank debt including amounts outstanding on our senior unsecured revolving credit facility and our $300.0 million senior unsecured term loan.



24



---

##### 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:



| |  |  | national, international, regional and local economic conditions, including, in particular, the continuing impact of the severe economic recession that
began in 2007;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | 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, particularly in light of the continuing impact of the severe economic recession that began in 2007;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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;
| | - |  | ------------------------------------------------------------



| |  |  | 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, 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 reader
should carefully review our financial statements and the notes thereto, as well as the section entitled Risk Factors in this report.



25



---

##### Table of Contents

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, 2010, the Company owned interests in, managed or had under development approximately 75.4 million square feet of properties leased to approximately 810
customers, including:



| |  |  | 52.9 million square feet comprising 375 properties owned and in our operating portfolio;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | 14.6 million square feet managed on behalf of three institutional capital management joint venture partners;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | 3.9 million of consolidated square feet under development and redevelopment and 3.5 million of unconsolidated square feet under development,
and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 0.5 million square feet comprising two operating properties in one of our unconsolidated joint ventures.
| | - |  | --------------------------------------------------------------------------------------------------------

Our portfolio primarily consists of high-quality, generic bulk distribution warehouses and light industrial properties. We own our properties through our
operating partnership and its subsidiaries. DCT Industrial Trust Inc. is the sole general partner and owned approximately 89% of the outstanding equity interests in our operating partnership as of March 31, 2010.

Our primary business objectives are to maximize long-term growth in earnings and Funds From Operations, or FFO, as defined on page 36, and to maximize
the value of our portfolio and the total return to our stockholders. In our pursuit of these long-term objectives, we seek to:



| |  |  | continue to manage and strengthen our operating platform including our local market offices to effectively maximize leasing and capital deployment
opportunities;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | maximize cash flows from existing operating and development properties;
| | - |  | -----------------------------------------------------------------------



| |  |  | deploy capital into quality acquisitions and development opportunities which meet our asset, location and financial critera; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | recycle capital by selling assets that no longer fit our investment criteria and reinvesting in higher return opportunities.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------

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 and value maximization primarily through increasing rents and operating income at existing properties and acquiring and developing high-quality properties in
major distribution markets.

We believe near-term operating income from our existing properties will continue to decrease as the decline in
demand for warehouse space together with historically high levels of available competitive space result in lower rents and higher vacancy levels. The decline in the economy that began in 2007 has impacted and may continue to impact our performance
in several ways including: negative rent growth on signed leases, fewer lease renewals, decreased leasing of existing vacancies, and an increase in early terminations, bankruptcies and requests for rent relief from our customers. The weak economic
conditions have caused a higher level of bankruptcies nationally, reducing the demand for warehouse space and resulting in decreased occupancy and lower rental rates. Further, the decline in market values of real estate assets could result in
additional impairment losses compared to prior years and less attractive pricing for any assets that we may sell.

However, the stabilization
of the U.S. economy, including positive growth in Gross Domestic Product since the middle of 2009, is expected to contribute to an improvement in industrial real estate fundamentals by the middle of 2010. While rental rates and occupancy rates are
at historic lows, we believe that market fundamentals will begin to recover in 2010 from the rapid deterioration that occurred in 2008 and 2009 though we believe the recovery is likely to be slow and modest.



26



---

##### Table of Contents

Further, while some constraints in the credit markets for the real estate sector remain due in part to the
impact of declining property values over the past two years, we believe that financing is available through equity and debt capital to well capitalized real estate companies and that our sources of capital are adequate to meet our liquidity
requirements. Although our $300.0 million senior unsecured term loan comes due in June 2010, it can be extended at our option for one year so that we would not have any significant debt maturities until December 2010 when our credit facility
matures. As of March 31, 2010, we had $88.0 million of outstanding borrowings and $212.0 million available under our credit facility. These capital resources may be utilized in part to finance costs of leasing and maintaining our properties as
discussed in Liquidity and Capital Resources as well as to pay down existing debt, fund equityholder distributions, and finance acquisitions. While we maintain hedges to manage a portion of our interest rate risk (for further discussion
on our hedges, see Notes to Consolidated Financial Statements, Note 5  Financial Instruments and Hedging Activities), future debt refinancing will likely be at higher interest rates than existing rates on our borrowings due to the
current market conditions. During 2010, we anticipate refinancing a portion of our debt maturities prior to their maturity date which will result in higher average interest rates over the existing rates.

The principal risks to our business plan include:



| |  |  | the challenges that we may face as a result of the recent economic recession, including decreased demand for warehouse space, tenant bankruptcies,
declining real estate values and other challenges;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| |  |  | our ability to finance our on-going capital needs, refinance future maturities and the related costs;
| | - |  | -----------------------------------------------------------------------------------------------------



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



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

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, as economic conditions
continue to improve, to affect our industry positively:



| |  |  | the overall growth of the U.S. economy;
| | - |  | ---------------------------------------



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



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



| |  |  | 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; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the rebuilding of inventory levels by manufacturers and distributors.
| | - |  | ---------------------------------------------------------------------

Inflation

Although the U.S. economy has
been experiencing relatively flat inflation rates, and a wide variety of industries and sectors are affected differently by changing commodity prices, 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 five years which enables us to replace existing leases with new leases at the then-existing market rate.

Significant Transactions During 2010

Summary of the three months ended March 31, 2010



| |  |  | Debt Repayment
| | - |  | --------------

In January 2010, we repaid $42.0 million of $112.0 million of debt previously scheduled to mature in 2012. The remaining balance of $70.0
million was refinanced at a fixed rate of 6.11% with a new maturity of 2020 and a release of mortgages on five properties. In February 2010, we repaid $49.9 million of $102.9 million of debt previously scheduled to mature in 2011. The remaining
balance of $53.0 million was refinanced at a fixed rate of 6.17% with a new maturity of 2019 and a release of mortgages on 11 properties. The debt repayments were funded borrowings under our credit facility and cash provided from operations.



27



---

##### Table of Contents

Customer Diversification

As of March 31, 2010, there were no customers that occupied more that 2.1% of our consolidated operating properties and development properties based
on annualized base rent or gross leased square feet. The following table reflects our 10 largest customers, based on annualized base rent as of March 31, 2010, that occupy a combined 7.1 million square feet of our consolidated operating
and development properties.



|                                     |  |                                 
|------------------------------------ |  | --------------------------------
|Customer                             |  | Percentage ofAnnualized BaseRent
|CEVA Logistics                       |  | 2.1%                            
|Bridgestone/Firestone                |  | 1.5%                            
|Technicolor                          |  | 1.5%                            
|United Parcel Service (UPS)          |  | 1.4%                            
|Deutsche Post World Net (DHL & Exel) |  | 1.4%                            
|United Stationers Supply Company     |  | 1.3%                            
|The Glidden Company                  |  | 1.3%                            
|Crayola                              |  | 1.2%                            
|Pitney Bowes                         |  | 1.0%                            
|Toys R Us                          |  | 0.9%                            

Results of Operations

Summary of the three months ended March 31, 2010 compared to the same period ended March 31, 2009

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, 2010, the Company owned interests in, managed or had under development approximately 75.4 million square feet of properties leased to approximately 810
customers, including 14.6 million square feet managed on behalf of three institutional capital management joint venture partners. Also as of March 31, 2010, we consolidated 375 operating properties, 15 development properties and four
redevelopment properties.



28



---

##### Table of Contents

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, 2010 compared to March 31, 2009, respectively (dollar amounts in thousands).



|                                               |  |                                                  |  |  |                          |   |  |       |         |   |                  |   |           |                          |  |   |           |   |  |   |         |   |  |   |           |  
|---------------------------------------------- |  | ------------------------------------------------ |  |  | ------------------------ | - |  | ----- | ------- | - | ---------------- | - | --------- | ------------------------ |  | - | --------- | - |  | - | ------- | - |  | - | --------- | -
|                                               |  | As of, and for, the Three Months Ended March 31, | 
|                                               |  | 2010                                             |  |  | 2009                     |  
|                                               |  | BulkDistribution                                 |  |  | LightIndustrialand
Other |   |  | Total |         |   | BulkDistribution |   |           | LightIndustrialand
Other |  |   | Total     |  
|Operating properties in continuing operations: |  |                                                  |  |  |                          |   |  |       |         |   |                  |   |           |                          |  |   |           |   |  |   |         |   |  |   |           |  
|Number of buildings                            |  |                                                  |  |  | 220                      |   |  |       | 155     |   |                  |   | 375       |                          |  |   | 217       |   |  |   | 153     |   |  |   | 370       |  
|Square feet (in thousands)                     |  |                                                  |  |  | 45,051                   |   |  |       | 7,862   |   |                  |   | 52,913    |                          |  |   | 43,526    |   |  |   | 7,683   |   |  |   | 51,209    |  
|Occupancy at end of period                     |  |                                                  |  |  | 85.7                     | % |  |       | 83.0    | % |                  |   | 85.3      | %                        |  |   | 89.8      | % |  |   | 88.7    | % |  |   | 89.7      | %
|Segment net assets                             |  | $                                                |  |  | 1,753,715                |   |  | $     | 535,965 |   |                  | $ | 2,289,680 |                          |  | $ | 1,769,296 |   |  | $ | 515,748 |   |  | $ | 2,285,044 |  
|For the three months ended March 31:           |  |                                                  |  |  |                          |   |  |       |         |   |                  |   |           |                          |  |   |           |   |  |   |         |   |  |   |           |  
|Rental revenues                                |  | $                                                |  |  | 44,537                   |   |  | $     | 12,520  |   |                  | $ | 57,057    |                          |  | $ | 47,279    |   |  | $ | 14,186  |   |  | $ | 61,465    |  
|Property net operating
income(1)               |  | $                                                |  |  | 31,676                   |   |  | $     | 8,246   |   |                  | $ | 39,922    |                          |  | $ | 34,541    |   |  | $ | 10,176  |   |  | $ | 44,717    |  



|(1) | 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, impairment, 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, impairment, 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 attributable to DCT common stockholders, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance. For a reconciliation of our property net operating income to our reported Income (Loss) From
Continuing Operations, see Notes to Consolidated Financial Statements, Note 11  Segment Information.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



|                                                  |  |               |           |                   |   |          
|------------------------------------------------- |  | ------------- | --------- | ----------------- | - | ---------
|                                                  |  | March 31,2010 |           | March 
31,2009(1)
|Property segments:                                |  |               |           |                   |   |          
|Bulk distribution                                 |  | $             | 1,753,715 |                   | $ | 1,769,296
|Light industrial and other                        |  |               | 535,965   |                   |   | 515,748  
|                                                  |  |               |           |                   |   |          
|Total segment net assets                          |  |               | 2,289,680 |                   |   | 2,285,044
|Development and redevelopment assets              |  |               | 173,805   |                   |   | 165,342  
|Assets held for sale or disposed assets           |  |               |          |                   |   | 40,704   
|Non-segment assets:                               |  |               |           |                   |   |          
|Properties in pre-development including land held |  |               | 23,365    |                   |   | 20,984   
|Non-segment cash and cash equivalents             |  |               | 7,219     |                   |   | 10,954   
|Other non-segment assets(2)                       |  |               | 132,450   |                   |   | 152,734  
|                                                  |  |               |           |                   |   |          
|Total Assets                                      |  | $             | 2,626,519 |                   | $ | 2,675,762
|                                                  |  |               |           |                   |   |          



|(1) | Reflects reclassifications for properties classified as discontinued operations at March 31, 2010.
|--- | --------------------------------------------------------------------------------------------------



|(2) | 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



---

##### Table of Contents

Comparison of the three months ended March 31, 2010 to the same period ended March 31, 2009

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, 2010 compared to the three months ended March 31, 2009. 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. Non-same store operating properties include properties not meeting the same-store criteria and by definition exclude development and redevelopment properties. The same store
portfolio for the periods presented totaled 369 operating properties and was comprised of 51.0 million square feet. A discussion of these changes follows the table (in thousands).



|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|------------------------------------------------------------------ |  | --------------------------- | ------ | - | ---- | - | ------ | -------- |  | - | ------- | -
|                                                                   |  | Three Months EndedMarch 31, |        |   |      |  
|                                                                   |  | 2010                        |        |   | 2009 |   |        | $ Change | 
|Rental Revenues                                                    |  |                             |        |   |      |   |        |          |  |   |         |  
|Same store, excluding revenues related to early lease terminations |  | $                           | 54,945 |   |      | $ | 59,886 |          |  | $ | (4,941  | )
|Non-same store operating properties                                |  |                             | 2,078  |   |      |   | 182    |          |  |   | 1,896   |  
|Development and redevelopment                                      |  |                             | 933    |   |      |   | 768    |          |  |   | 165     |  
|Revenues related to early lease terminations                       |  |                             | 34     |   |      |   | 1,397  |          |  |   | (1,363  | )
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Total rental revenues                                              |  |                             | 57,990 |   |      |   | 62,233 |          |  |   | (4,243  | )
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Rental Expenses and Real Estate Taxes                              |  |                             |        |   |      |   |        |          |  |   |         |  
|Same store                                                         |  |                             | 16,734 |   |      |   | 16,729 |          |  |   | 5       |  
|Non-same store operating properties                                |  |                             | 401    |   |      |   | 19     |          |  |   | 382     |  
|Development and redevelopment                                      |  |                             | 931    |   |      |   | 593    |          |  |   | 338     |  
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Total rental expenses and real estate taxes                        |  |                             | 18,066 |   |      |   | 17,341 |          |  |   | 725     |  
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Property Net Operating
Income(1)                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Same store, excluding revenues related to early lease terminations |  |                             | 38,211 |   |      |   | 43,157 |          |  |   | (4,946  | )
|Non-same store operating properties                                |  |                             | 1,677  |   |      |   | 163    |          |  |   | 1,514   |  
|Development and redevelopment                                      |  |                             | 2      |   |      |   | 175    |          |  |   | (173    | )
|Revenues related to early lease terminations                       |  |                             | 34     |   |      |   | 1,397  |          |  |   | (1,363  | )
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Total property net operating income                                |  |                             | 39,924 |   |      |   | 44,892 |          |  |   | (4,968  | )
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Other Revenue and Other Income                                     |  |                             |        |   |      |   |        |          |  |   |         |  
|Institutional capital management and other fees                    |  |                             | 640    |   |      |   | 667    |          |  |   | (27     | )
|Gain on dispositions of real estate interests                      |  |                             | 16     |   |      |   | 37     |          |  |   | (21     | )
|Equity in income (losses) of unconsolidated joint ventures, net    |  |                             | (611   | ) |      |   | 4,180  |          |  |   | (4,791  | )
|Interest income and other income (expense)                         |  |                             | (863   | ) |      |   | 134    |          |  |   | (997    | )
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Total other revenue and other income                               |  |                             | (818   | ) |      |   | 5,018  |          |  |   | (5,836  | )
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Other Expenses                                                     |  |                             |        |   |      |   |        |          |  |   |         |  
|Real estate related depreciation and amortization                  |  |                             | 28,594 |   |      |   | 26,156 |          |  |   | 2,438   |  
|General and administrative expenses                                |  |                             | 5,652  |   |      |   | 5,468  |          |  |   | 184     |  
|Income and other taxes                                             |  |                             | 238    |   |      |   | 891    |          |  |   | (653    | )
|Interest expense                                                   |  |                             | 12,788 |   |      |   | 13,341 |          |  |   | (553    | )
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Total other expenses                                               |  |                             | 47,272 |   |      |   | 45,856 |          |  |   | 1,416   |  
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Income (loss) from discontinued operations                         |  |                             | (54    | ) |      |   | 432    |          |  |   | (486    | )
|Net (income) loss attributable to noncontrolling interests         |  |                             | 997    |   |      |   | (659   | )        |  |   | 1,656   |  
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  
|Net Income (Loss) Attributable to DCT Common Stockholders          |  | $                           | (7,223 | ) |      | $ | 3,827  |          |  | $ | (11,050 | )
|                                                                   |  |                             |        |   |      |   |        |          |  |   |         |  



|(1) | For a discussion
as to why we view property net operating income to be an appropriate supplemental performance measure see page 29, above. For a reconciliation of our property net operating income to our reported Income (Loss) From Continuing Operations,
see Notes to our Consolidated Financial Statements, Note 11  Segment Information.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30



---

##### Table of Contents

Rental Revenues

Rental revenues which are comprised of base rent, straight-line rent, amortization of above and below market rent intangibles, tenant recovery income,
early termination fees and other rental revenues, decreased by approximately $4.2 million, or 6.8% during the three months ended March 31, 2010 compared to the same period in 2009, primarily due to the following:



| |  |  | a decrease of $3.7 million in the base rent primarily caused by:
| | - |  | ----------------------------------------------------------------



| |  |  | a $5.0 million decrease in base rent revenues from our same store properties due to a lower average occupancy rate of 85.6% during the three months
ended March 31, 2010 as compared to 90.9% for the same period in 2009, and lower rental rates on new leases; which was partially offset by
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a $1.1 million increase in base rent revenues from our non-same store properties due to an additional five properties in the property pool during the
three months ended March 31, 2010 which were either under development during the same period in 2009 or were subsequently acquired; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decrease of $1.4 million in revenues related to early lease terminations period over period; which were partially offset by
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase of $1.2 million in straight-line rent and amortization of above and below market rent intangibles primarily due to a $1.0 million increase
of free rent periods on new leases and decreased write-offs of straight-line rent receivables due to early lease terminations.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following table illustrates the various components of our rental revenues for the three months ended March 31, 2010 and 2009 (in thousands):



|                                                                               |  |                                      |        |      |   |        |          |  |   |        |  
|------------------------------------------------------------------------------ |  | ------------------------------------ | ------ | ---- | - | ------ | -------- |  | - | ------ | -
|                                                                               |  | For the Three Months 
EndedMarch 31, |        |      |   |       
|                                                                               |  | 2010                                 |        | 2009 |   |        | $ Change | 
|Base rent                                                                      |  | $                                    | 44,410 |      | $ | 48,085 |          |  | $ | (3,675 | )
|Straight-line rent and amortization of above and below market rent intangibles |  |                                      | 1,033  |      |   | (186   | )        |  |   | 1,219  |  
|Tenant recovery income                                                         |  |                                      | 11,873 |      |   | 11,565 |          |  |   | 308    |  
|Other                                                                          |  |                                      | 640    |      |   | 1,372  |          |  |   | (732   | )
|Revenues related to early lease terminations                                   |  |                                      | 34     |      |   | 1,397  |          |  |   | (1,363 | )
|                                                                               |  |                                      |        |      |   |        |          |  |   |        |  
|Total rental revenues                                                          |  | $                                    | 57,990 |      | $ | 62,233 |          |  | $ | (4,243 | )
|                                                                               |  |                                      |        |      |   |        |          |  |   |        |  

Rental Expenses and Real Estate Taxes

Rental expenses and real estate taxes increased by approximately $0.7 million or 4.0% for the three months ended March 31, 2010 compared to the same
period in 2009, primarily due to a $0.6 million increase in real estate taxes, a $0.6 million increase in snow removal costs due to inclement weather in the Mid-West and Northeast and a $0.5 million increase in utility expenses, all of which were
partially offset by a $0.7 million decrease in bad debt expense related to improved tenant credit.

Other Revenue and Other Income

Other revenue and other income decreased by approximately $5.8 million for the three months ended March 31, 2010 as compared to the same
period in 2009, primarily due to a $4.8 million decrease in equity in earnings on unconsolidated joint ventures primarily due to a land sale gain from our SCLA joint venture in 2009 and an increase in loan modification costs.

Other Expenses

Total other expenses
increased by approximately $1.4 million for the three months ended March 31, 2010 as compared to the same period in 2009, primarily a result of:



| |  |  | a $2.4 million increase in depreciation due to an increase of depreciable assets period over period; which was partially offset by
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | a $0.7 million decrease in income taxes due to a decrease in activity in our taxable REIT subsidiary.
| | - |  | -----------------------------------------------------------------------------------------------------



31



---

##### Table of Contents

Income (Loss) from Discontinued Operations

Income from discontinued operations decreased by approximately $0.5 million during the three months ended March 31, 2010 as compared to the same
period in 2009 as no properties were sold during the quarter ended March 31, 2010 while three properties held as of March 31, 2009 were subsequently sold. Income from discontinued operations during the three months ended March 31,
2009 includes the income and expenses associated with these three properties.

Noncontrolling Interests

Losses attributable to noncontrolling interests increased by approximately $1.7 million due to an increase of losses, period over period and an increase
of 4% in our ownership of the operating partnership. We owned approximately 89% and 85% of our operating partnership as of March 31, 2010 and 2009, respectively. The change in ownership was primarily due to the redemption of OP Units (see
Notes to our Consolidated Financial Statements, Note 7  Noncontrolling Interests for additional information) and the effect of our continuous public offering which commenced in March 2010 (see Notes to our Consolidated
Financial Statements, Note 8  Stockholders Equity for additional information).

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 dispositions and asset contributions;
| | - |  | --------------------------------------------------------------------------------



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



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



| |  |  | Current continuous offering and future offerings of common stock or other securities;
| | - |  | -------------------------------------------------------------------------------------



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



| |  |  | Distributions from our institutional capital management program and other joint ventures.
| | - |  | -----------------------------------------------------------------------------------------

Our sources of capital will be used to meet our liquidity requirements and capital commitments, including operating activities, debt service obligations,
equityholder distributions, capital expenditures at our properties, development funding requirements, and future acquisitions. We expect to utilize the same sources of capital to meet our short-term and long-term liquidity requirements.

Cash Flows

Cash and cash
equivalents were $8.7 million and $19.1 million as of March 31, 2010 and December 31, 2009, respectively. Net cash provided by operating activities remained relatively unchanged at $19.4 million during the three months ended
March 31, 2010 compared to $20.1 million during the same period in 2009. This change was primarily due to a decrease in earnings adjusted for non-cash items including depreciation, gain on real estate dispositions, earnings (losses) from
investments in unconsolidated joint ventures and stock-based compensation expense which was largely offset by changes in our operating assets and liabilities.

Net cash used in investing activities increased $6.4 million to $11.3 million during the three months ended March 31, 2010 compared to $4.9 million
during the same period in 2009. This change was primarily due to increased capital expenditures and development activities and decreased capital distributions received from our investments in unconsolidated joint ventures and proceeds from real
estate dispositions which were partially offset by the full repayment of one of our notes receivable and increased refunds received on value added tax payments associated with previously acquired Mexican properties. Net cash used in financing
activities remained relatively unchanged at $18.5 million during the three months ended March 31, 2010 compared to $18.6 million during the same period in 2009.



32



---

##### Table of Contents

Common Stock

As of March 31, 2010, approximately 209.6 million shares of common stock were issued and outstanding. On March 23, 2010, we registered a
continuous equity offering program. Pursuant to this offering, we may sell up to 20 million shares of common stock through March 23, 2013 in at-the-market offerings or certain other transactions. Through
March 31, 2010, we issued 0.6 million shares of common stock through this program and raised net proceeds of $3.0 million. We intend to use the proceeds from any sale of shares for general corporate purposes, which may include funding
acquisitions and repaying debt.

In June 2009, we issued 27.6 million shares of common stock in a public offering at a public offering
price of $4.25 per share. We used the 2009 public offering net proceeds of $111.4 million for general corporate purposes including the repayment of debt as further described below.

The net proceeds from the sales of our securities in the offerings noted above were transferred to our operating partnership for a number of OP Units
equal to the shares of common stock sold in the offerings.

Dividend Reinvestment and Stock Purchase Plan

In April 2007, we began offering shares of our common stock through our 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.

Distributions

During the three
months ended March 31, 2010 and 2009, our board of directors declared distributions to stockholders totaling approximately $16.7 million and $16.8 million, respectively, including distributions to OP unitholders. Existing cash balances, cash
provided from operations and borrowings under our credit facility were used for distributions paid during 2010 and 2009.

The payment of
quarterly distributions is determined by our board of directors and may be adjusted at its discretion at any time. During May 2010, our board of directors declared a quarterly cash dividend of approximately $16.7 million, payable on July 15,
2010 to stockholders of record as of July 8, 2010.

Outstanding Indebtedness

As of March 31, 2010, our outstanding indebtedness of $1.1 billion consisted of mortgage notes and senior unsecured notes and an unsecured revolving
credit facility, excluding $91.0 million representing our proportionate share of debt associated with unconsolidated joint ventures. As of December 31, 2009, our outstanding indebtedness consisted of mortgage debt, unsecured notes and an
unsecured revolving credit facility and totaled approximately $1.1 billion, excluding $90.5 million representing our proportionate share of debt associated with unconsolidated joint ventures. As of March 31, 2010, the gross book value of our
consolidated properties was approximately $2.9 billion and the gross book value of all properties securing our mortgage debt was approximately $0.9 billion. As of December 31, 2009, the gross book value of our consolidated properties was
approximately $2.9 billion and the gross book value of all properties securing our mortgage debt was approximately $1.1 billion. Our debt has various covenants with which we were in compliance as of March 31, 2010 and December 31, 2009.

Our 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 operations are sufficient to satisfy these monthly and quarterly debt service requirements and we anticipate that cash flows from operations will continue to be sufficient to satisfy our regular
monthly and quarterly debt service excluding principal maturities.

During the three months ended March 31, 2010 and 2009, our debt
service which consists of scheduled principal and interest, totaled $14.8 million and $16.0 million, respectively. In January 2010, we repaid $42.0 million of $112.0 million of debt previously scheduled to mature in 2012. The remaining balance of
$70.0 million was refinanced at a fixed rate of 6.11% with a new maturity of 2020 and a release of mortgages on five properties. In February 2010,



33



---

##### Table of Contents

we repaid $49.9 million of $102.9 million of debt previously scheduled to mature in 2011. The remaining balance of $53.0 million was refinanced at a fixed rate of 6.17% with a new maturity of
2019 and a release of mortgages on 11 properties. The debt repayments were funded using borrowings under our credit facility and cash provided from operations.

Effective April 30, 2010, we have an agreement in principle to issue $210 million of fixed rate, senior unsecured notes to a group of 12 investors
in a private placement offering. The financing transaction is expected to close in late June 2010 subject to due diligence and completion of final documentation. These notes will have a weighted average maturity of 8.3 years and include five, seven,
eight and 11 year maturities and a weighted average interest rate of approximately 6.47%. The transaction will extend our weighted average debt maturity to approximately 4.7 years. Proceeds from the transaction are expected to be used to repay a
portion of our bank debt including amounts outstanding on our senior unsecured revolving credit facility and our $300.0 million senior unsecured term loan.

To manage the interest rate risk associated with forecasted refinancing of our 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, pre-determined period of time. As of March 31, 2010, such
derivatives as described in the following table were in place to hedge the variability of cash flows associated with forecasted issuances of debt and $100 million of variable rate debt (dollar amounts in thousands).



|                         |  |                |         |                   |       |   |               |           |               |               
|------------------------ |  | -------------- | ------- | ----------------- | ----- | - | ------------- | --------- | ------------- | --------------
|                         |  | NotionalAmount |         | SwapStrikeRate(1) |       |   | EffectiveDate |           | Maturity Date
|Swap(2)                  |  | $              | 100,000 |                   | 3.233 | % |               | June 2008 |               | June 2010     
|Forward-starting
swap(3) |  | $              | 90,000  |                   | 5.430 | % |               | June 2012 |               | September 2012



|(1) | The referenced
swap index for each of our swaps was LIBOR.
|--- | ----------------------------------------------------------



|(2) | The counterparty
is Wells Fargo Bank, NA
|--- | ----------------------------------------



|(3) | The counterparty
is PNC Bank, NA
|--- | --------------------------------

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, which under certain circumstances, may allow us 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. As of March 31, 2010 and December 31, 2009, $88.0 million and $0 was drawn on our credit facility, respectively. We expect that we will refinance any outstanding balances on
our credit facility with a new facility at maturity.

Debt Maturities

The following table sets forth the scheduled maturities of our debt, excluding unamortized premiums, as of March 31, 2010 (amounts in thousands).



|               |  |                      |         |     |               |   |                          |  |       |        |  |   |          
|-------------- |  | -------------------- | ------- | --- | ------------- | - | ------------------------ |  | ----- | ------ |  | - | ---------
|Year           |  | SeniorUnsecuredNotes |         |     | MortgageNotes |   | UnsecuredCredit Facility |  | Total
|2010 remaining |  | $                    | 300,000 | (1) |               | $ | 6,156                    |  | $     | 88,000 |  | $ | 394,156  
|2011           |  |                      | 50,000  |     |               |   | 128,941                  |  |       |       |  |   | 178,941  
|2012           |  |                      |        |     |               |   | 56,987                   |  |       |       |  |   | 56,987   
|2013           |  |                      | 175,000 |     |               |   | 42,893                   |  |       |       |  |   | 217,893  
|2014           |  |                      | 50,000  |     |               |   | 5,298                    |  |       |       |  |   | 55,298   
|Thereafter     |  |                      | 50,000  |     |               |   | 174,733                  |  |       |       |  |   | 224,733  
|               |  |                      |         |     |               |   |                          |  |       |        |  |   |          
|Total          |  | $                    | 625,000 |     |               | $ | 415,008                  |  | $     | 88,000 |  | $ | 1,128,008
|               |  |                      |         |     |               |   |                          |  |       |        |  |   |          



|(1) | This $300 million senior unsecured term loan can be extended for one year at the Companys option.
|--- | --------------------------------------------------------------------------------------------------



34



---

##### Table of Contents

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 financial metrics are generally
consistent with investment grade peers in the real estate industry. Among the metrics we consider most relevant are secured and unsecured leverage as well as fixed charge coverage. Our charter and our bylaws do not limit the indebtedness that we may
incur. We are, however, subject to certain leverage limitations pursuant to covenants on our outstanding indebtedness.

Contractual
Obligations

The following table reflects our contractual obligations as of March 31, 2010, specifically our obligations under
long-term debt agreements, operating and ground lease agreements and purchase obligations (amounts in thousands):



|                                                           |  |                        |           |                 |   |           |  |           |         |                  |   |         |  |   |        
|---------------------------------------------------------- |  | ---------------------- | --------- | --------------- | - | --------- |  | --------- | ------- | ---------------- | - | ------- |  | - | -------
|                                                           |  | Payments due by Period
|Contractual Obligations(1)                                 |  | Total                  |           | Less than 1Year |   | 1-3 Years |  | 4-5 Years |         | More Than 5Years
|Scheduled long-term debt maturities, including
interest(2) |  | $                      | 1,307,283 |                 | $ | 474,751   |  | $         | 271,624 |                  | $ | 342,275 |  | $ | 218,633
|Operating lease commitments                                |  |                        | 1,046     |                 |   | 502       |  |           | 530     |                  |   | 14      |  |   |       
|Ground lease
commitments(3)                                |  |                        | 14,603    |                 |   | 474       |  |           | 948     |                  |   | 981     |  |   | 12,200 
|Purchase
obligations(4)                                    |  |                        | 3,600     |                 |   | 3,600     |  |           |        |                  |   |        |  |   |       
|                                                           |  |                        |           |                 |   |           |  |           |         |                  |   |         |  |   |        
|Total                                                      |  | $                      | 1,326,532 |                 | $ | 479,327   |  | $         | 273,102 |                  | $ | 343,270 |  | $ | 230,833
|                                                           |  |                        |           |                 |   |           |  |           |         |                  |   |         |  |   |        



|(1) | From time to time in the normal course of our business, we enter into various contracts with third parties that may obligate us to make payments, such
as maintenance agreements at our properties. Such contracts, in the aggregate, do not represent material obligations, are typically short-term, are cancellable within 90 days and are not included in the table above.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | In June 2008, DCT closed a two-year $300 million senior unsecured term loan that can be extended for one year at the Companys option which is
included in the obligations due within one year.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Three of our
buildings comprised of 0.7 million square feet reside on 38 acres of land which is subject to ground leases.
|--- | -------------------------------------------------------------------------------------------------------------------------



|(4) | In total, our
estimated construction costs to complete current development projects is approximately $33.5 million none of which is legally committed, and $18.2 million is expected to be funded with existing construction loans. As of March 31, 2010, our pro
rata share of the total construction loans of our unconsolidated development joint ventures, including undrawn amounts, was $69.6 million, of which $34.1 million is scheduled to mature by the end of 2010, $28.8 million is scheduled to mature by the
end of 2011 and $6.7 million is scheduled to mature by the end of 2013. Our pro rata share of the total construction loans, including undrawn amounts, of our unconsolidated development joint ventures includes 50% of the construction loans associated
with the SCLA joint venture which are non-recourse to the venture partners.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

As of March 31, 2010 and December 31, 2009, 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.

Investments in Unconsolidated Joint Ventures

Guarantees

Based on the provisions of certain
joint venture agreements we have, indirectly through partner level guarantees, guaranteed our proportionate share of $29.6 million in construction financing as of March 31, 2010. In the event the guarantor partner is required to satisfy the
guarantee, DCT has indemnified its venture partner for our proportionate share of the guarantee. These guarantees remain outstanding until the construction financing is satisfied.

Indebtedness and Other Off-Balance Sheet Arrangements

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 as discussed above.



35



---

##### Table of Contents

As of March 31, 2010, our proportionate share of non-recourse debt associated with unconsolidated joint
ventures is $91.0 million, which includes the $29.6 million related to construction financing discussed above.

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, non-GAAP 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 attributable to common stockholders, calculated in accordance with GAAP, plus real estate-related depreciation
and amortization, less gain (or loss) from dispositions of operating real estate held for investment purposes and adjustments to derive our pro rata share of FFO of unconsolidated joint ventures. We exclude gains and losses on business combinations
and include the gains or losses from dispositions of properties which were acquired or developed with the intention to sell or contribute to an investment fund in our definition of FFO. Although the NAREIT definition of FFO predates the guidance for
accounting for gains and losses on business combinations as defined by GAAP, we believe that excluding such gains and losses is consistent with the key objective of FFO as a performance measure. 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. NAREITs definition of FFO is subject to interpretation and modifications to the NAREIT definition of FFO are common. Accordingly, our FFO may not be comparable to such other REITs
FFO and, FFO should be considered only as a supplement to net income as a measure of our performance.



36



---

##### Table of Contents

The following table presents the calculation of our FFO reconciled from Net Income (Loss) Attributable
to DCT Common Stockholders for the periods indicated below on a historical basis (unaudited, amounts in thousands):



|                                                                                              |  |                             |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                              |  | Three Months EndedMarch 31, |        
|                                                                                              |  | 2010                        |         |   | 2009 |  
|Net Income (Loss) Attributable to DCTCommon Stockholders                                      |  | $                           | (7,223  | ) |      | $ | 3,827   |  
|Adjustments:                                                                                  |  |                             |         |   |      |   |         |  
|Real estate related depreciation and amortization                                             |  |                             | 28,594  |   |      |   | 26,455  |  
|Equity in (income) losses of unconsolidated joint ventures, net                               |  |                             | 611     |   |      |   | (4,180  | )
|Equity in FFO of unconsolidated joint ventures                                                |  |                             | 1,400   |   |      |   | 6,549   |  
|Less: (Gain) Loss on dispositions of real estate interests and business combinations          |  |                             | 384     |   |      |   | (34     | )
|Gain on dispositions of non-depreciated real estate                                           |  |                             | 11      |   |      |   | 113     |  
|Noncontrolling interest in the operating partnerships share of the above adjustments         |  |                             | (3,608  | ) |      |   | (4,488  | )
|FFO attributable to unitholders                                                               |  |                             | 2,647   |   |      |   | 5,150   |  
|                                                                                              |  |                             |         |   |      |   |         |  
|Funds from operations attributable to common stockholders and unitholders  basic and diluted |  | $                           | 22,816  |   |      | $ | 33,392  |  
|                                                                                              |  |                             |         |   |      |   |         |  
|FFO per common share and unit  basic and diluted                                             |  | $                           | 0.10    |   |      | $ | 0.16    |  
|FFO weighted average common shares and units outstanding:                                     |  |                             |         |   |      |   |         |  
|Common shares for earnings per share  basic:                                                 |  |                             | 208,350 |   |      |   | 175,661 |  
|Participating securities                                                                      |  |                             | 1,353   |   |      |   | 1,455   |  
|Units                                                                                         |  |                             | 27,345  |   |      |   | 32,029  |  
|                                                                                              |  |                             |         |   |      |   |         |  
|FFO weighted average common shares, participating securities and units outstanding  basic:   |  |                             | 237,048 |   |      |   | 209,145 |  
|Dilutive common stock equivalents                                                             |  |                             | 435     |   |      |   |        |  
|                                                                                              |  |                             |         |   |      |   |         |  
|FFO weighted average common shares, participating securities and units outstanding  diluted: |  |                             | 237,483 |   |      |   | 209,145 |  
|                                                                                              |  |                             |         |   |      |   |         |  



37



---

##### Table of Contents

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

Market risk is the exposure to losses resulting from changes in market prices such as interest rates, foreign currency exchange rates and rental 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 unitholders, and other cash requirements. The majority of our outstanding debt has fixed interest rates, which minimizes the risk of fluctuating interest rates.

Interest Rate Risk

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 increases by providing a fixed interest
rate for a limited, pre-determined period of time. During the three months ended March 31, 2010 and 2009, 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 2010 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, 2010, such derivatives as described in the following table were in place to hedge the variability of cash flows associated with forecasted issuances of debt and $100 million of variable
rate debt (dollar amounts in thousands):



|                         |  |                |         |                     |       |   |               |           |              |               
|------------------------ |  | -------------- | ------- | ------------------- | ----- | - | ------------- | --------- | ------------ | --------------
|                         |  | NotionalAmount |         | Swap 
StrikeRate(1) |       |   | EffectiveDate |           | MaturityDate
|Swap(2)                  |  | $              | 100,000 |                     | 3.233 | % |               | June 2008 |              | June 2010     
|Forward-starting
swap(3) |  | $              | 90,000  |                     | 5.430 | % |               | June 2012 |              | September 2012



|(1) | The referenced
swap index for each of our swaps was LIBOR.
|--- | ----------------------------------------------------------



|(2) | The counterparty
is Wells Fargo Bank, NA
|--- | ----------------------------------------



|(3) | The counterparty
is PNC Bank, NA
|--- | --------------------------------

As of March 31, 2010, derivatives with a negative fair value of $4.5 million were included in
Other liabilities in our Consolidated Balance Sheets. As of December 31, 2009, derivatives with a negative fair value of $4.1 million were included in Other liabilities in our Consolidated Balance Sheets.

The net liabilities associated with these derivatives would increase approximately $0.8 million if the market interest rate of the referenced swap index
were to decrease 10 basis points based upon the prevailing market rate as of March 31, 2010.

Similarly, our variable rate debt is
subject to risk based upon prevailing market interest rates. As of March 31, 2010, we had approximately $313.2 million of variable rate debt outstanding indexed to LIBOR rates. If the prevailing market interest rates relevant to our remaining
variable rate debt were to have increased 10%, our interest expense during the year ended March 31, 2010 would have increased by approximately $0.1 million. Additionally, if weighted average interest rates on our fixed rate debt were to have
changed by 1% due to refinancing, interest expense would have changed by approximately $2.2 million during the three months ended March 31, 2010.

As of March 31, 2010, the estimated fair value of our debt was approximately $1.1 billion based on our estimate of the then-current market interest
rates.



38



---

##### Table of Contents

Foreign Currency Risk

We have exposure to foreign currency exchange rate risk related to our properties located in Mexico. Gains or losses resulting from the translation of
Peso denominated balance sheet and income statement items associated with our Mexican properties are included in Interest income and other in our Consolidated Statements of Operations. Based on our current Peso denomination activity, we
estimate that a 10% increase in foreign currency rates relative to the United States dollar would decrease our future quarterly earnings before taxes by approximately $0.2 million and a 10% decrease in foreign currency rates relative to the United
States dollar would increase our future quarterly earnings before taxes by approximately $0.3 million.



|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, 2010, 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, 2010 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 filed on February 26, 2010, except to the extent factual information disclosed elsewhere in this Form 10-Q relates to such risk factors.



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

None.



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

None.



|ITEM 4. | REMOVED AND RESERVED
|------- | --------------------



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

None.



39



---

##### Table of Contents

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

a. Exhibits



|      |  |                                                                                                                                                                               
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|*10.1 |  | DCT Industrial Trust Inc. Multi-Year Outperformance Program (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 12, 2010)                                 
|      | 
|*10.2 |  | Employment Agreement, dated as of March 31, 2010, between DCT Industrial Trust and Jeff Phelan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on
March 31, 2010)
|      | 
|+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.
|- | ---------------

|* | Filed previously
|- | ----------------



40



---

##### 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 6, 2010 |  |  |  | /s/    Philip L.
Hawkins              |  | 
|                  |  |  |  | Philip L. Hawkins                     |  | 
|                  |  |  |  | President and Chief Executive Officer |  | 
|                  |  |  | 
|Date: May 6, 2010 |  |  |  | /s/    Stuart B.
Brown                |  | 
|                  |  |  |  | Stuart B. Brown                       |  | 
|                  |  |  |  | Chief Financial Officer               |  | 



41



---

##### Table of Contents

EXHIBIT INDEX

a. Exhibits



|      |  |                                                                                                                                                                               
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|*10.1 |  | DCT Industrial Trust Inc. Multi-Year Outperformance Program (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 12, 2010)                                 
|      | 
|*10.2 |  | Employment Agreement, dated as of March 31, 2010, between DCT Industrial Trust and Jeff Phelan (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 31,
2010)
|      | 
|+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.
|- | ---------------

|* | Filed previously
|- | ----------------



42