##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to       Commission file number 1-13102
      First Industrial Realty Trust,
    Inc.
 (Exact Name of Registrant as
    Specified in its Charter)
   Maryland

36-3935116(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)    311 S. Wacker Drive, Suite 4000, Chicago,
    Illinois 60606
 (Address of Principal Executive
    Offices)
  (312) 344-4300
 (Registrants Telephone
    Number, Including Area Code)
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ




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##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  Form 10-Q
  For the
    Period Ended March 31, 2009
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.

Financial Statements


2Consolidated Balance Sheets as of March 31,
    2009 and December 31, 2008 (As Adjusted)


2Consolidated Statements of Operations for the
    Three Months Ended March 31, 2009 and March 31, 2008
    (As Adjusted)


3Consolidated Statements of Comprehensive Income
    for the Three Months Ended March 31, 2009 and
    March 31, 2008 (As Adjusted)


4Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2009 and March 31, 2008
    (As Adjusted)


5Notes to Consolidated Financial Statements


6Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


33Item 4.

Controls and Procedures


33PART II: OTHER INFORMATIONItem 1.

Legal Proceedings


34Item 1A.

Risk Factors


34Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


34Item 3.

Defaults Upon Senior Securities


34Item 4.

Submission of Matters to a Vote of Security
    Holders


34Item 5.

Other Information


34Item 6.

Exhibits


34SIGNATURE


35EXHIBIT INDEX


36EX-10.1EX-31.1:CERTIFICATIONEX-31.2:CERTIFICATIONEX-32.1:CERTIFICATION




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##### Table of Contents



PART I.
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  FIRST
    INDUSTRIAL REALTY TRUST, INC.
  CONSOLIDATED
    BALANCE SHEETS
  (As Adjusted)March 31,


December 31,2009


2008(Unaudited)(In thousandsexcept share andper share data)ASSETSAssets:Investment in Real Estate:Land

$
774,172


$
776,991Buildings and Improvements


2,573,996



2,551,450Construction in Progress


28,398



57,156Less: Accumulated Depreciation


(541,842
)


(523,108
)Net Investment in Real Estate


2,834,724



2,862,489Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $1,511 and $2,251 at March 31, 2009 and
    December 31, 2008, respectively


16,669



21,117Cash and Cash Equivalents


37,802



3,182Restricted Cash


109



109Tenant Accounts Receivable, Net


11,780



10,414Investments in Joint Ventures


16,094



16,299Deferred Rent Receivable, Net


34,377



32,984Deferred Financing Costs, Net


11,383



12,091Deferred Leasing Intangibles, Net


83,533



90,342Prepaid Expenses and Other Assets, Net


165,868



174,474Total Assets

$
3,212,339


$
3,223,501LIABILITIES AND EQUITYLiabilities:Mortgage Loans Payable, Net

$
76,303


$
77,396Senior Unsecured Debt, Net


1,512,815



1,511,955Unsecured Line of Credit


488,608



443,284Accounts Payable, Accrued Expenses and Other Liabilities, Net


102,888



128,828Deferred Leasing Intangibles, Net


29,717



30,754Rents Received in Advance and Security Deposits


26,474



26,181Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $0 and $254 at March 31, 2009 and
    December 31, 2008, respectively






541Dividends Payable






13,846Total Liabilities


2,236,805



2,232,785Commitments and Contingencies






Equity:First Industrial Realty Trust, Inc.s Stockholders
    Equity:Preferred Stock ($0.01 par value, 10,000,000 shares
    authorized, 500, 250, 600, and 200 shares of Series F,
    G, J, and K Cumulative Preferred Stock, respectively, issued and
    outstanding at March 31, 2009 and December 31, 2008
    having a liquidation preference of $100,000 per share ($50,000),
    $100,000 per share ($25,000), $250,000 per share ($150,000), and
    $250,000 per share ($50,000), respectively)






Common Stock ($0.01 par value, 100,000,000 shares
    authorized, 48,988,616 and 48,976,296 shares issued and
    44,664,502 and 44,652,182 shares outstanding at
    March 31, 2009 and December 31, 2008, respectively)


490



490Additional
    Paid-in-Capital


1,442,955



1,398,024Distributions in Excess of Accumulated Earnings


(385,627
)


(370,229
)Accumulated Other Comprehensive Loss


(22,415
)


(19,668
)Treasury Shares at Cost (4,324,114 shares at March 31,
    2009 and December 31, 2008)


(140,018
)


(140,018
)Total First Industrial Realty Trust, Inc.s
    Stockholders Equity


895,385



868,599Noncontrolling Interest


80,149



122,117Total Equity


975,534



990,716Total Liabilities and Equity

$
3,212,339


$
3,223,501    2




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  (As Adjusted)Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008(Unaudited)(In thousands exceptper share data)Revenues:Rental Income

$
69,521


$
64,600Tenant Recoveries and Other Income


25,140



25,609Construction Revenues


18,431



22,954Total Revenues


113,092



113,163Expenses:Property Expenses


33,613



32,034General and Administrative


10,109



23,356Restructuring Costs


4,744



Depreciation and Other Amortization


39,217



36,676Construction Expenses


17,883



22,301Total Expenses


105,566



114,367Other Income/(Expense):Interest Income


561



644Interest Expense


(28,098
)


(29,251
)Amortization of Deferred Financing Costs


(708
)


(713
)Mark-to-Market
    Gain on Interest Rate Protection Agreements


1,115



Total Other Income/(Expense)


(27,130
)


(29,320
)Loss from Continuing Operations Before Equity in Income of Joint
    Ventures and Income Tax Benefit


(19,604
)


(30,524
)Equity in Income of Joint Ventures


29



3,302Income Tax Benefit


1,816



2,508Loss from Continuing Operations


(17,759
)


(24,714
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $4,413 and $73,361 for the Three Months Ended
    March 31, 2009 and March 31, 2008, respectively)


4,696



79,339Benefit (Provision) for Income Taxes Allocable to Discontinued
    Operations (Including $93 and $(247) allocable to Gain on Sale
    of Real Estate for the Three Months Ended March 31, 2009
    and March 31, 2008, respectively)


106



(407
)(Loss) Income Before Gain on Sale of Real Estate


(12,957
)


54,218Gain on Sale of Real Estate


460



7,671Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(29
)


(1,591
)Net (Loss) Income


(12,526
)


60,298Less: Net Loss (Income) Attributable to the Noncontrolling
    Interest


1,982



(7,075
)Net (Loss) Income Attributable to First Industrial Realty Trust,
    Inc.


(10,544
)


53,223Less: Preferred Stock Dividends


(4,857
)


(4,857
)Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders and Participating
    Securities

$
(15,401
)

$
48,366Amounts Attributable to First Industrial Realty Trust, Inc.:Loss from Continuing Operations, Net of Income Tax Benefit

$
(15,178
)

$
(20,941
)Income from Discontinued Operations, Net of Income Tax Benefit
    (Provision)

$
4,252


$
68,860Gain on Sale of Real Estate, Net of Income Tax Provision

$
382


$
5,304Net (Loss) Income Attributable to First Industrial Realty Trust,
    Inc.

$
(10,544
)

$
53,223Basic and Diluted Earnings Per Share:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.

$
(0.45
)

$
(0.48
)Income From Discontinued Operations Attributable to First
    Industrial Realty Trust, Inc.

$
0.10


$
1.58Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders

$
(0.35
)

$
1.10Weighted Average Shares Outstanding, Basic and Diluted


44,147



42,984Dividends/Distribution Declared per Common Share Outstanding

$
0.00


$
0.72    3




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME
  (As Adjusted)Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008(Unaudited)(In thousands)Net (Loss) Income

$
(12,526
)

$
60,298Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    (Provision) Benefit of $(25) and $259 for the Three Months Ended
    March 31, 2009 and March 31, 2008, respectively


(2,215
)


(1,842
)Amortization of Interest Rate Protection Agreements


(206
)


(187
)Mark-to-Market on Available for Sale Mortgage Notes Receivable






328Foreign Currency Translation Adjustment, Net of Tax Benefit of
    $503 and $365 for the Three Months Ended March 31, 2009 and
    March 31, 2008, respectively


(443
)


(661
)Comprehensive (Loss) Income


(15,390
)


57,936Comprehensive Loss (Income) Attributable to Noncontrolling
    Interest


2,099



(6,758
)Comprehensive (Loss) Income Attributable to First Industrial
    Realty Trust, Inc.

$
(13,291
)

$
51,178    4




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  (As Adjusted)Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (Loss) Income

$
(12,526
)

$
60,298Adjustments to Reconcile Net (Loss) Income to Net Cash Provided
    by Operating Activities:Depreciation


28,452



29,040Amortization of Deferred Financing Costs


708



713Other Amortization


17,237



13,971Provision for Bad Debt


624



1,147Mark-to-Market
    Gain on Interest Rate Protection Agreements


1,115



Equity in Income of Joint Ventures


(29
)


(3,302
)Distributions from Joint Ventures


101



3,606Gain on Sale of Real Estate


(4,873
)


(81,032
)Decrease in Developments for Sale Costs


13



1,517Decrease (Increase) in Tenant Accounts Receivable, Prepaid
    Expenses and Other Assets, Net


6,774



(16,967
)Increase in Deferred Rent Receivable


(1,882
)


(1,995
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(14,938
)


(6,545
)Decrease in Restricted Cash






89Cash Book Overdraft






2,901Net Cash Provided by Operating Activities


20,776



3,441CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(28,787
)


(160,441
)Net Proceeds from Sales of Investments in Real Estate


15,858



175,135Contributions to and Investments in Joint Ventures


(1,735
)


(5,382
)Distributions from Joint Ventures


2,937



974Repayment of Mortgage Loans Receivable






6,110Increase in Restricted Cash






(240
)Net Cash (Used in) Provided by Investing Activities


(11,727
)


16,156CASH FLOWS FROM FINANCING ACTIVITIES:Net Proceeds from the Issuance of Common Stock






56Repurchase of Restricted Stock


(721
)


(3,348
)Dividends/Distributions


(12,614
)


(36,079
)Preferred Stock Dividends


(6,089
)


(6,089
)Repayments on Mortgage Loans Payable


(905
)


(758
)Debt Issuance Costs






(12
)Proceeds from Unsecured Line of Credit


46,000



216,000Repayments on Unsecured Line of Credit






(189,000
)Net Cash Provided by (Used in) Financing Activities


25,671



(19,230
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


(100
)


(39
)Net Increase in Cash and Cash Equivalents


34,720



367Cash and Cash Equivalents, Beginning of Period


3,182



5,757Cash and Cash Equivalents, End of Period

$
37,802


$
6,085    5




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands except share and per share data)
    (Unaudited)
  1.
    Organization
    and Formation of Company            2.
    Current
    Business Risks and Uncertainties       6




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Retained Capital We plan to retain capital by
    distributing the minimum amount of dividends required to
    maintain our REIT status. We did not pay a common dividend in
    April 2009 and may not pay dividends in future quarters in 2009
    depending on our taxable income. If we are required to pay
    common stock dividends in 2009, we may elect to satisfy this
    obligation by distributing a combination of cash and common
    shares.
    Mortgage Financing In June 2009, we have
    $125,000 of unsecured debt maturing ($118,955 as of
    April 24, 2009  see Note 15), and in July
    2009 we have $5,025 of secured mortgage debt maturing. We are in
    active discussions with various lenders regarding the
    origination of mortgage financing and the terms and conditions
    thereof. The total loan proceeds are expected to be sufficient
    to meet these maturities. In addition, these loans are expected
    to comply with all covenants contained in our Unsecured Line of
    Credit and our senior debt securities, including coverage ratios
    and total indebtedness, total unsecured indebtedness and total
    secured indebtedness limitations. No assurances can be made that
    new secured financing will be obtained. If we fail to timely
    retire our maturing debt, we will be in default under our
    Unsecured Line of Credit and our senior unsecured debt
    securities.
    Asset Sales We sold three industrial
    properties and one land parcel during the three months ended
    March 31, 2009. We are in various stages of discussions
    with third parties for the sale of additional properties for the
    remainder of 2009 and plan to continue to market other
    properties for sale throughout 2009. If we are unable to sell
    properties on an advantageous basis, this may impair our
    liquidity and our ability to meet our financial covenants.      3.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-K
     7




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred
    Leasing Intangibles
    March 31,


December 31,2009


2008In-Place Leases

$
80,366


$
84,424Less: Accumulated Amortization


(31,121
)


(30,350
)$
49,245


$
54,074Above Market Leases

$
14,814


$
15,830Less: Accumulated Amortization


(2,691
)


(2,607
)$
12,123


$
13,223Tenant Relationships

$
28,616


$
28,717Less: Accumulated Amortization


(6,451
)


(5,672
)$
22,165


$
23,045Total Deferred Leasing Intangibles, Net

$
83,533


$
90,342     March 31,


December 31,2009


2008Below Market Leases

$
42,912


$
42,856Less: Accumulated Amortization


(13,195
)


(12,102
)Total Deferred Leasing Intangibles, Net

$
29,717


$
30,754     Recent
    Accounting Pronouncements
  107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments (FSP 107-1). FSP 107-1 Disclosures about Fair
    Value of Financial Instruments FSP 107-1
  Noncontrolling Interests in
    Consolidated Financial Statements
 8




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133 Accounting for Derivative Instruments and Hedging
    Activities
  FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FAS 157-2 Fair Value Measurements
  03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities (EITF 03-6-1), EITF 03-6-1, EITF 03-6-1 decreased
  Business Combinations
  14-1 Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1) 14-1
   9




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14-1
      Balance Sheet as


Adjustments


Adjustments


Balance Sheetpreviously


Related to


Related to


asFiled - as of


SFAS 141R


FSP APB 14-1


Adjusted - as ofDecember 31, 2008


Adoption


Adoption


December 31, 2008Deferred Financing Costs, Net

$
12,197


$



$
(106
)

$
12,091Prepaid Expenses and Other Assets, Net

$
174,743


$
(269
)

$



$
174,474Senior Unsecured Debt, Net

$
1,516,298


$



$
(4,343
)

$
1,511,955Additional Paid in Capital

$
1,390,358


$



$
7,666


$
1,398,024Distributions in Excess of Earnings

$
(366,962
)

$
(255
)

$
(3,012
)

$
(370,229
)Total First Industrial Realty Trust, Inc.s
    Stockholders Equity

$
864,200


$
(255
)

$
4,654


$
868,599Noncontrolling Interest


122,548



(14
)


(417
)


122,117Total Equity

$
986,748


$
(269
)

$
4,237


$
990,716   4.
    Investments
    in Joint Ventures and Property Management Services     10




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008Contributions

$
1,735


$
5,082Distributions

$
3,038


$
4,580Fees

$
2,718


$
4,586   5.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit    Outstanding




EffectiveBalance at


Interest

Interest(As Adjusted)


Rate at

Rate atMarch 31,


December 31,


March 31,

March 31,2009


2008


2009

2009

Maturity DateMortgage Loans Payable, Net

$
76,303


$
77,396


5.50% - 9.25%

4.58% - 9.25%

July 2009 - 
    September 2024Unamortized Premiums


(1,530
)


(1,717
)Mortgage Loans Payable, Gross

$
74,773


$
75,679Senior Unsecured Debt, Net2016 Notes

$
194,541


$
194,524


5.750%

5.91%

01/15/162017 Notes


99,917



99,914


7.500%

7.52%

12/01/172027 Notes


15,057



15,056


7.150%

7.11%

05/15/272028 Notes


199,848



199,846


7.600%

8.13%

07/15/282011 Notes


199,883



199,868


7.375%

7.39%

03/15/112012 Notes


199,580



199,546


6.875%

6.85%

04/15/122032 Notes


49,485



49,480


7.750%

7.87%

04/15/322009 Notes


124,991



124,980


5.250%

4.10%

06/15/092014 Notes


115,292



114,921


6.420%

6.54%

06/01/142011 Exchangeable Notes*


196,051



195,657


4.625%

5.53%

09/15/112017 II Notes


118,170



118,163


5.950%

6.37%

05/15/17Subtotal

$
1,512,815


$
1,511,955Unamortized Discounts


15,685



16,545Senior Unsecured Debt, Gross

$
1,528,500


$
1,528,500Unsecured Line of Credit

$
488,608


$
443,284


1.298%

1.298%

09/28/12  11




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    *
    
    On September 25, 2006, we issued the 2011 Exchangeable
    Notes, $175,000 of senior unsecured debt which bears interest at
    a rate of 4.625%. We also granted the initial purchasers of the
    2011 Exchangeable Notes an option exercisable until
    October 4, 2006 to purchase up to an additional $25,000
    principal amount of the 2011 Exchangeable Notes to cover
    over-allotments, if any (the Over-Allotment Option).
    On October 3, 2006, the initial purchasers of the 2011
    Exchangeable Notes exercised their Over-Allotment Option with
    respect to $25,000 in principal amount of the 2011 Exchangeable
    Notes. With the exercise of the Over-Allotment Option, the
    aggregate principal amount of 2011 Exchangeable Notes issued and
    outstanding is $200,000. The 2011 Exchangeable Notes have an
    initial exchange rate of 19.6356 shares of our common stock
    per $1,000 principal amount, representing an exchange price of
    approximately $50.93 per common share and an exchange premium of
    approximately 20% based on the last reported sale price of
    $42.44 per share of our common stock on September 19, 2006.       AmountRemainder of 2009

$
132,3922010


15,8152011


407,6572012


693,3832013


2,523Thereafter


840,111Total

$
2,091,881    12




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Stockholders
    Equity  Shares
    of Common Stock:
      FirstIndustrialRealty Trust,Inc.Common


NoncontrollingTotal


Stockholders


InterestTotal Equity, December 31, 2008 (As Adjusted)

$
990,716


$
868,599


$
122,117Net Loss


(12,526
)


(10,544
)


(1,982
)Other Comprehensive Loss


(2,864
)


(2,747
)


(117
)Comprehensive Loss


(15,390
)


(13,291
)


(2,099
)Additional Paid in Capital:Amortization of Restricted Stock Awards


5,785



5,785



Conversion of Units to Common Stock






2,521



(2,521
)Reallocation of Noncontrolling Interest






37,348



(37,348
)Repurchase and Retirement of Restricted Stock Awards/Common Stock


(720
)


(720
)


Distributions in Excess of Accumulated Earnings:Preferred Dividends


(4,857
)


(4,857
)


Total Equity, March 31, 2009

$
975,534


$
895,385


$
80,149   Restricted
    Stock:
     13




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Dividend/Distributions:
    Three Months EndedMarch 31, 2009Dividend/Distribution


Totalper Share


DividendSeries F Preferred Stock

$
1,559.00


$
780Series G Preferred Stock

$
1,809.00


$
452Series J Preferred Stock

$
4,531.30


$
2,719Series K Preferred Stock

$
4,531.30


$
906   7.
    Acquisition
    of Real Estate      Intangible
    Assets Subject to Amortization in the Period of
    Acquisition
    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008In-Place Leases

$



$
4,868Above Market Leases

$



$
61Tenant Relationships

$



$
2,299Below Market Leases

$



$
(524
)     Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008In-Place Leases


N/A



41Above Market Leases


N/A



43Tenant Relationships


N/A



93Below Market Leases


N/A



35   8.  Sale
    of Real Estate, Real Estate Held for Sale and Discontinued
    Operations
   14




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for the Impairment
    or Disposal of Long- Lived Assets
        Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008Total Revenues

$
1,054


$
16,224Property Expenses


(493
)


(6,326
)Depreciation and Amortization


(278
)


(3,920
)Gain on Sale of Real Estate


4,413



73,361Benefit (Provision) for Income Taxes


106



(407
)Income from Discontinued Operations

$
4,802


$
78,932    15




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Supplemental
    Information to Statements of Cash Flows    (As Adjusted)Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008Interest paid, net of capitalized interest

$
28,534


$
29,677Capitalized interest

$
281


$
2,107Supplemental schedule of noncash investing and financing
    activities:Distribution payable on common stock/Units

$



$
36,423Exchange of Units for common stock:Noncontrolling interest

$
(2,521
)

$
(3,678
)Common stock


1



2Additional
    paid-in-capital


2,520



3,676$



$
In conjunction with the property and land acquisitions, the
    following liabilities were assumed:Accounts payable and accrued expenses

$



$
(251
)Write-off of fully depreciated assets

$
(16,865
)

$
(17,614
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$
2,800


$
40,282  16




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Earnings
    Per Share (EPS)    (As Adjusted)Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008Numerator:Loss from Continuing Operations, Net of Noncontrolling Interest
    of $2,581 and $3,773 for the Three Months Ended March 31,
    2009 and March 31, 2008, respectively, and Income Tax
    Benefit of $1,816 and $2,508 for the Three Months Ended
    March 31, 2009 and March 31, 2008, respectively

$
(15,178
)

$
(20,941
)Gain on Sale of Real Estate, Net of Noncontrolling Interest of
    $49 and $776 for the Three Months Ended March 31, 2009 and
    March 31, 2008, respectively, and Income Tax Provision of
    $29 and $1,591 for the Three Months Ended March 31, 2009
    and March 31, 2008, respectively


382



5,304Preferred Stock Dividends


(4,857
)


(4,857
)Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(19,653
)

$
(20,494
)Discontinued Operations, Net of Noncontrolling Interest of $550
    and $10,072 for the Three Month Ended March 31, 2009 and
    March 31, 2008, respectively, and Income Tax Benefit
    (Provision) of $106 and $(407) for the Three Months Ended
    March 31, 2009 and March 31, 2008, respectively

$
4,252


$
68,860Discontinued Operations Allocable to Participating Securities






(1,016
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.

$
4,252


$
67,844Net (Loss) Income Available

$
(15,401
)

$
48,366Net Income Allocable to Participating Securities






(1,016
)Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders

$
(15,401
)

$
47,350Denominator:Weighted Average Shares  Basic and Diluted


44,147,164



42,983,912Basic and Diluted EPS:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.45
)

$
(0.48
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.

$
0.10


$
1.58Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders

$
(0.35
)

$
1.10   EITF 03-6-1,
 17




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          11.
    Restructuring
    Costs    12.
    Stock
    Based Compensation     18




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31,2009Stock price

$
2.45Exercise price

$
7.94Expected dividend yield


0.0
%Expected stock volatility


136.1
%Risk-free interest rate


0.36
%Expected life (years)


0.56Value

$
0.25       13.
    Derivatives          iii) 3-month 30-year Accounting for Derivative Instruments and Hedging
 19




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Activities,
    Notional





Trade


Maturity


Fair Value As of


Fair Value As ofHedge Product

Amount


Strike


Date


Date


March 31, 2009


December 31, 2008Derivatives designated as hedging instruments under
    SFAS 133:Forward-Starting Agreement 1

$
59,750



4.0725
%


January 2008



May 15, 2014


$
(4,826
)

$
(3,429
)Forward-Starting Agreement 2


59,750



4.0770
%


January 2008



May 15, 2014



(4,786
)


(3,452
)Interest Rate Swap Agreement


50,000



2.4150
%


March 2008



April 1, 2010



(764
)


(858
)Total derivatives designated as hedging instruments under
    SFAS 133

$
169,500














$
(10,376
)

$
(7,739
)Derivatives not designated as hedging instruments under
    SFAS 133:Series F Agreement


50,000



5.2175
%


October 2008



October 1, 2013



(1,574
)


(3,073
)Total Derivatives

$
219,500











Total


$
(11,950
)

$
(10,812
)   Location of Gain


Gain Reclassified from




Amount of Loss Recognized in Income onDerivatives in







Reclassified from


OCI into Income




DerivativeSFAS 133

Loss Recognized in OCI (Effective Portion)


Accumulated


(Effective Portion)


Location of Loss

(Ineffective Portion)Cash Flow

Three Months Ended


OCI into Income


Three Months Ended


Recognized in

Three Months EndedHedging

March 31,


March 31,


(Effective


March 31,


March 31,


Income

March 31,


March 31,Relationships

2009


2008


Portion)


2009


2008


(Ineffective Portion)

2009


2008Interest Rate Products*

$
(2,253
)

$
(1,435
)


Interest Expense


$
206


$
187


Mark-to-Market Gain on
    Interest Rate Protection Agreements

$
(384
)

$
     *
    
    Includes Forward Starting Agreement 1, Forward Starting
    Agreement 2, Interest Rate Swap Agreement and interest rate
    protection agreements settled in previous periods.       20




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements atMarch 31, 2009 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableMarch 31,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Liabilities:Forward Starting Agreements 1 and 2

$
9,612






$
9,612



Interest Rate Swap Agreement

$
764






$
764



Series F Agreement

$
1,574










$
1,574     30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning liability balance

$
(3,073
)Total unrealized gains:Gains included in Mark-to-Market Gain on Interest Rate
    Protection Agreements


1,499Ending liability balance

$
(1,574
)   14.
    Commitments
    and Contingencies   21




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The Equity Method of Accounting
    for Investments in Common Stock
    15.
    Subsequent
    Events       22




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up Form 10-K Form 10-K), Form 10-Q,
  GENERAL
         23




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##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
  
  MANAGEMENTS
    OVERVIEW
       24




---



##### Table of Contents



and/or
      Current
    Business Risks and Uncertainties
     25




---



##### Table of Contents




    Retained Capital We plan to retain capital by
    distributing the minimum amount of dividends required to
    maintain our REIT status. We did not pay a common dividend in
    April 2009 and may not pay dividends in future quarters in 2009
    depending on our taxable income. If we are required to pay
    common stock dividends in 2009, we may elect to satisfy this
    obligation by distributing a combination of cash and common
    shares.
    Mortgage Financing In June 2009, we have
    $125.0 million of unsecured debt maturing
    ($119.0 million as of April 24, 2009  see
    Subsequent Events), and in July 2009 we have $5.0 million
    of secured mortgage debt maturing. We are in active discussions
    with various lenders regarding the origination of mortgage
    financing and the terms and conditions thereof. The total loan
    proceeds are expected to be sufficient to meet these maturities.
    In addition, these loans are expected to comply with all
    covenants contained in our Unsecured Line of Credit and our
    senior debt securities, including coverage ratios and total
    indebtedness, total unsecured indebtedness and total secured
    indebtedness limitations. No assurances can be made that new
    secured financing will be obtained. If we fail to timely retire
    our maturing debt, we will be in default under our Unsecured
    Line of Credit and our senior unsecured debt securities.
    Asset Sales We sold three industrial
    properties and one land parcel during the three months ended
    March 31, 2009. We are in various stages of discussions
    with third parties for the sale of additional properties for the
    remainder of 2009 and plan to continue to market other
    properties for sale throughout 2009. If we are unable to sell
    properties on an advantageous basis, this may impair our
    liquidity and our ability to meet our financial covenants.      RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2009 to Three Months Ended
    March 31, 2008
   26




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008


$ Change


% Change($ in 000s)REVENUESSame Store Properties

$
77,818


$
81,592


$
(3,774
)


(4.6
)%Acquired Properties


7,165



832



6,333



761.2
%Sold Properties


393



15,842



(15,449
)


(97.5
)%(Re)Developments and Land, Not Included Above


5,829



2,031



3,798



187.0
%Other


4,510



6,136



(1,626
)


(26.5
)%$
95,715


$
106,433


$
(10,718
)


(10.1
)%Discontinued Operations


(1,054
)


(16,224
)


15,170



(93.5
)%Subtotal Revenues

$
94,661


$
90,209


$
4,452



4.9
%Construction Revenues


18,431



22,954



(4,523
)


(19.7
)%Total Revenues

$
113,092


$
113,163


$
(71
)


(0.1
)%     27




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008


$ Change


% Change($ in 000s)PROPERTY AND CONSTRUCTION EXPENSESSame Store Properties

$
27,311


$
26,875


$
436



1.6
%Acquired Properties


1,451



185



1,266



684.3
%Sold Properties


130



5,476



(5,346
)


(97.6
)%(Re)Developments and Land, Not Included Above


2,591



1,540



1,051



68.2
%Other


2,623



4,284



(1,661
)


(38.8
)%$
34,106


$
38,360


$
(4,254
)


(11.1
)%Discontinued Operations


(493
)


(6,326
)


5,833



(92.2
)%Total Property Expenses

$
33,613


$
32,034


$
1,579



4.9
%Construction Expenses


17,883



22,301



(4,418
)


(19.8
)%Total Property and Construction Expenses

$
51,496


$
54,335


$
(2,839
)


(5.2
)%         28




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008


$ Change


% Change($ in 000s)DEPRECIATION and OTHER AMORTIZATIONSame Store Properties

$
32,414


$
33,818


$
(1,404
)


(4.2
)%Acquired Properties


3,693



683



3,010



440.7
%Sold Properties


127



3,780



(3,653
)


(96.6
)%(Re)Developments and Land, Not Included Above and Other


2,664



1,854



810



43.7
%Corporate Furniture, Fixtures and Equipment


597



461



136



29.5
%$
39,495


$
40,596


$
(1,101
)


(2.7
)%Discontinued Operations


(278
)


(3,920
)


3,642



(92.9
)%Total Depreciation and Other Amortization

$
39,217


$
36,676


$
2,541



6.9
%           30-year
       29




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008($ in 000s)Total Revenues

$
1,054


$
16,224Property Expenses


(493
)


(6,326
)Depreciation and Amortization


(278
)


(3,920
)Gain on Sale of Real Estate


4,413



73,361Benefit (Provision) for Income Taxes


106



(407
)Income from Discontinued Operations

$
4,802


$
78,932       Accounting for the Impairment or Disposal
    of Long-Lived Assets
  LIQUIDITY
    AND CAPITAL RESOURCES
       30




---



##### Table of Contents



Three
    Months Ended March 31, 2009
             31




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
    Subsequent
    Events
   32




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)) Rules 13a-15(b) 15d-15(b),
   33




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##### Table of Contents



PART II.
    OTHER INFORMATION Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors.    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  ExhibitNumber

Description10
.1*

Amendment No. 1, dated as of February 5, 2009, to the
    Restricted Stock Unit Award Agreement, dated as of
    January 9, 2009, by and between First Industrial Realty
    Trust, Inc.10
.2

Severance Agreement and Release and Waiver of Claims, dated as
    of February 27, 2009, by and between Jerry Pientka and
    First Industrial Investment, Inc. (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed March 3, 2009, File
    No. 1-13102).31
.1*

Certification of the Principal Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

Certification of the Principal Executive Officer and the
    Principal Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes -Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith
    
    Indicates a compensatory plan or arrangement contemplated by
    Item 15a(3) of
    Form 10-K. 34




---



##### Table of Contents



SIGNATURE



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.



FIRST INDUSTRIAL REALTY TRUST, INC. By:
    /s/  Scott
    A. Musil       35




---



##### Table of Contents



EXHIBIT INDEX   ExhibitNumber

Description10
.1*

Amendment No. 1, dated as of February 5, 2009, to the
    Restricted Stock Unit Award Agreement, dated as of
    January 9, 2009, by and between First Industrial Realty
    Trust, Inc.10
.2

Severance Agreement and Release and Waiver of Claims, dated as
    of February 27, 2009, by and between Jerry Pientka and
    First Industrial Investment, Inc. (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed March 3, 2009, File
    No. 1-13102).31
.1*

Certification of the Principal Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

Certification of the Principal Executive Officer and the
    Principal Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes -Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith
    
    Indicates a compensatory plan or arrangement contemplated by
    Item 15a(3) of
    Form 10-K. 36