##### 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 June 30,
    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
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  Form 10-Q
  For the
    Period Ended June 30, 2009
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.

Financial Statements


2Consolidated Balance Sheets as of June 30,
    2009 and December 31, 2008 (As Adjusted)


2Consolidated Statements of Operations for the
    Three and Six Months Ended June 30, 2009 and June 30,
    2008 (As Adjusted)


3Consolidated Statements of Comprehensive Income
    for the Three and Six Months Ended June 30, 2009 and
    June 30, 2008 (As Adjusted)


4Consolidated Statements of Cash Flows for the Six
    Months Ended June 30, 2009 and June 30, 2008 (As
    Adjusted)


5Notes to Consolidated Financial Statements


6Item 2.

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


25Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


39Item 4.

Controls and Procedures


39PART II: OTHER INFORMATIONItem 1.

Legal Proceedings


40Item 1A.

Risk Factors


40Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


40Item 3.

Defaults Upon Senior Securities


40Item 4.

Submission of Matters to a Vote of Security
    Holders


40Item 5.

Other Information


40Item 6.

Exhibits


41SIGNATURE


42EXHIBIT INDEX


43EX-10.1EX-31.1EX-31.2EX-32.1




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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)June 30,


December 31,2009


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

$
774,094


$
776,991Buildings and Improvements


2,562,411



2,551,450Construction in Progress


28,706



57,156Less: Accumulated Depreciation


(560,784
)


(523,108
)Net Investment in Real Estate


2,804,427



2,862,489Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $4,485 and $2,251 at June 30, 2009 and
    December 31, 2008, respectively


26,559



21,117Cash and Cash Equivalents


54,962



3,182Restricted Cash


13



109Tenant Accounts Receivable, Net


7,447



10,414Investments in Joint Ventures


16,180



16,299Deferred Rent Receivable, Net


35,687



32,984Deferred Financing Costs, Net


14,497



12,091Deferred Leasing Intangibles, Net


77,499



90,342Prepaid Expenses and Other Assets, Net


161,527



174,474Total Assets

$
3,198,798


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

$
224,351


$
77,396Senior Unsecured Debt, Net


1,373,010



1,511,955Unsecured Line of Credit


490,516



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


84,678



128,828Deferred Leasing Intangibles, Net


28,307



30,754Rents Received in Advance and Security Deposits


26,036



26,181Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $0 and $254 at
    June 30, 2009 and December 31, 2008, respectively






541Dividends Payable


452



13,846Total Liabilities


2,227,350



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 June 30, 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, 49,164,504 and
    48,976,296 shares issued and 44,840,390 and
    44,652,182 shares outstanding at June 30, 2009 and
    December 31, 2008, respectively)


492



490Additional
    Paid-in-Capital


1,447,535



1,398,024Distributions in Excess of Accumulated Earnings


(393,338
)


(370,229
)Accumulated Other Comprehensive Loss


(20,712
)


(19,668
)Treasury Shares at Cost (4,324,114 shares at June 30,
    2009 and December 31, 2008)


(140,018
)


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


893,959



868,599Noncontrolling Interest


77,489



122,117Total Equity


971,448



990,716Total Liabilities and Equity

$
3,198,798


$
3,223,501    2




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##### Table of Contents



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





(As Adjusted)Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


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

$
67,552


$
66,201


$
136,563


$
130,278Tenant Recoveries and Other Income


22,168



28,118



47,266



53,672Construction Revenues


18,318



33,444



36,749



56,398Total Revenues


108,038



127,763



220,578



240,348Expenses:Property Expenses


30,880



31,751



64,386



63,689General and Administrative


11,641



22,898



21,750



46,254Restructuring Costs


72







4,816



Depreciation and Other Amortization


36,806



44,226



75,716



80,685Construction Expenses


17,789



32,432



35,672



54,733Total Expenses


97,188



131,307



202,340



245,361Other Income/(Expense):Interest Income


721



1,118



1,282



1,762Interest Expense


(29,391
)


(28,011
)


(57,489
)


(57,262
)Amortization of Deferred Financing Costs


(754
)


(712
)


(1,462
)


(1,425
)Gain from Early Retirement of Debt


3,986



1,489



3,986



1,489Mark-to-Market
    Gain on Interest Rate Protection Agreements


2,301







3,416



Total Other Income/(Expense)


(23,137
)


(26,116
)


(50,267
)


(55,436
)Loss from Continuing Operations Before Equity in Income of Joint
    Ventures and Income Tax Benefit


(12,287
)


(29,660
)


(32,029
)


(60,449
)Equity in Income of Joint Ventures


1,551



3,268



1,580



6,570Income Tax Benefit


2,606



3,336



4,421



5,844Loss from Continuing Operations


(8,130
)


(23,056
)


(26,028
)


(48,035
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $3,907 and $70,484 for the Three Months Ended
    June 30, 2009 and June 30, 2008, respectively, and
    $8,320 and $143,844 for the Six Months Ended June 30, 2009
    and June 30, 2008, respectively)


4,362



75,133



9,196



154,736(Provision) Benefit for Income Taxes Allocable to Discontinued
    Operations (Including $34 and $(3,362) Allocable to Gain on Sale
    of Real Estate for the Three Months Ended June 30, 2009 and
    June 30, 2008, respectively, and $128 and $(3,608) for the
    Six Months Ended June 30, 2009 and June 30, 2008,
    respectively)


(43
)


(3,753
)


64



(4,159
)(Loss) Income Before Gain on Sale of Real Estate


(3,811
)


48,324



(16,768
)


102,542Gain on Sale of Real Estate






4,337



460



12,009Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate






(1,104
)


(29
)


(2,696
)Net (Loss) Income


(3,811
)


51,557



(16,337
)


111,855Less: Net Loss (Income) Attributable to the Noncontrolling
    Interest


925



(5,764
)


2,907



(12,839
)Net (Loss) Income Attributable to First Industrial Realty Trust,
    Inc.


(2,886
)


45,793



(13,430
)


99,016Less: Preferred Stock Dividends


(4,824
)


(4,857
)


(9,681
)


(9,714
)Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders and Participating Securities

$
(7,710
)

$
40,936


$
(23,111
)

$
89,302Basic and Diluted Earnings Per Share:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.26
)

$
(0.50
)

$
(0.71
)

$
(0.98
)Income From Discontinued Operations Attributable to First
    Industrial Realty Trust, Inc.s Common Stockholders

$
0.09


$
1.42


$
0.19


$
3.01Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders

$
(0.17
)

$
0.92


$
(0.52
)

$
2.02Weighted Average Shares Outstanding, Basic and Diluted


44,439



43,128



44,294



43,056Dividends/Distribution Declared per Common Share Outstanding

$
0.00


$
0.72


$
0.00


$
1.44    3




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##### Table of Contents



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





(As Adjusted)Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


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

$
(3,811
)

$
51,557


$
(16,337
)

$
111,855Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $216 and $343 for the Three Months Ended
    June 30, 2009 and June 30, 2008, respectively, and
    $241 and $84 for the Six Months Ended June 30, 2009 and
    June 30, 2008, respectively


1,179



5,375



(1,036
)


3,533Amortization of Interest Rate Protection Agreements


38



(191
)


(168
)


(378
)Write-off of Unamortized Settlement of Interest Rate Protection
    Agreements


(63
)


455



(63
)


455Mark-to-Market
    on Available for Sale Mortgage Notes Receivable






(328
)






Foreign Currency Translation Adjustment, Net of Tax (Provision)
    Benefit of $(1,429) and $9 for the Three Months Ended
    June 30, 2009 and June 30, 2008, respectively, and
    $(926) and $390 for the Six Months Ended June 30, 2009 and
    June 30, 2008, respectively


892



273



449



(388
)Comprehensive (Loss) Income


(1,765
)


57,141



(17,155
)


115,077Comprehensive Loss (Income) Attributable to Noncontrolling
    Interest


582



(6,491
)


2,681



(13,250
)Comprehensive (Loss) Income Attributable to First Industrial
    Realty Trust, Inc.

$
(1,183
)

$
50,650


$
(14,474
)

$
101,827    4




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##### Table of Contents



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


Six MonthsEnded


EndedJune 30,


June 30,2009


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

$
(16,337
)

$
111,855Adjustments to Reconcile Net (Loss) Income to Net Cash Provided
    by Operating Activities:Depreciation


56,627



58,410Amortization of Deferred Financing Costs


1,462



1,425Other Amortization


28,733



32,628Provision for Bad Debt


2,003



1,660Mark-to-Market
    Gain on Interest Rate Protection Agreements


(3,416
)


Equity in Income of Joint Ventures


(1,580
)


(6,570
)Distributions from Joint Ventures


1,120



8,182Gain on Sale of Real Estate


(8,780
)


(155,853
)Gain from Early Retirement of Debt


(3,986
)


(1,489
)(Increase) Decrease in Developments for Sale Costs


(14
)


1,860Decrease (Increase) in Tenant Accounts Receivable, Prepaid
    Expenses and
    Other Assets, Net


18,333



(19,284
)Increase in Deferred Rent Receivable


(3,537
)


(3,925
)(Decrease) Increase in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(18,967
)


4,699Decrease in Restricted Cash


96



89Cash Book Overdraft






1,166Net Cash Provided by Operating Activities


51,757



34,853CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(47,307
)


(300,729
)Net Proceeds from Sales of Investments in Real Estate


20,097



422,264Contributions to and Investments in Joint Ventures


(2,721
)


(10,916
)Distributions from Joint Ventures


5,823



3,050Funding of Notes Receivable






(10,325
)Repayment of Mortgage Loans Receivable


2,821



21,151Increase in Restricted Cash






(78,214
)Net Cash (Used in) Provided by Investing Activities


(21,287
)


46,281CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(142
)


(13
)Net Proceeds from the Issuance of Common Stock






174Repurchase of Restricted Stock


(722
)


(3,508
)Dividends/Distributions


(12,614
)


(72,502
)Preferred Stock Dividends


(10,461
)


(9,714
)Proceeds from Origination of Mortgage Loans Payable


154,180



Repayments on Mortgage Loans Payable


(6,843
)


(1,525
)Debt Issuance Costs


(3,915
)


(15
)Settlement of Interest Rate Protection Agreements


(7,491
)


Repayments of Senior Unsecured Debt


(136,699
)


(19,359
)Proceeds from Unsecured Line of Credit


46,000



356,000Repayments on Unsecured Line of Credit






(322,000
)Net Cash Provided by (Used in) Financing Activities


21,293



(72,462
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


17



(16
)Net Increase in Cash and Cash Equivalents


51,763



8,672Cash and Cash Equivalents, Beginning of Period


3,182



5,757Cash and Cash Equivalents, End of Period

$
54,962


$
14,413    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)
    
    Capital Retention 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 or July 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 During the three months
    ended June 30, 2009, we paid off and retired our 2009 Notes
    in the principal amount of $125,000 and our secured mortgage
    debt maturing in July 2009 in the amount of $5,025. We used
    funds obtained via three mortgage financings that closed during
    the three months ended June 30, 2009 to pay off the debt
    maturities (see Note 5). These mortgage financings 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. We are in active discussions with
    various lenders regarding the origination of additional mortgage
    financing and the terms and conditions thereof. No assurances
    can be made that additional secured financing will be obtained.
    Asset Sales We sold six industrial properties
    and one land parcel during the six months ended June 30,
    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
  Form 10-Q 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
    June 30,


December 31,2009


2008In-Place Leases

$
77,403


$
84,424Less: Accumulated Amortization


(32,366
)


(30,350
)$
45,037


$
54,074Above Market Leases

$
14,409


$
15,830Less: Accumulated Amortization


(2,841
)


(2,607
)$
11,568


$
13,223Tenant Relationships

$
28,036


$
28,717Less: Accumulated Amortization


(7,142
)


(5,672
)$
20,894


$
23,045Total Deferred Leasing Intangibles, Net

$
77,499


$
90,342     June 30,


December 31,2009


2008Below Market Leases

$
42,210


$
42,856Less: Accumulated Amortization


(13,903
)


(12,102
)Total Deferred Leasing Intangibles, Net

$
28,307


$
30,754    8




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Pronouncements
    Form 10-Q.
  Form 10-Q.
  Paid-in-Capital
     9




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           10




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##### Table of Contents



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


AdjustmentsBalance Sheet as


Adoption of


Related to


Balance SheetPreviously


Business


Adoption of


asFiled - as of


Combination


Convertible Debt


Adjusted - as ofDecember 31, 2008


Guidance


Instrument Guidance


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 Accumulated 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       11




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008Contributions

$
987


$
5,332


$
2,721


$
10,414Distributions

$
3,905


$
6,652


$
6,943


$
11,232Fees

$
2,840


$
4,702


$
5,558


$
9,288   5.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit    Outstanding





EffectiveBalance at


Interest


Interest(As Adjusted)


Rate at


Rate atJune 30,


December 31,


June 30,


June 30,2009


2008


2009


2009


Maturity DateMortgage Loans Payable, Net

$
224,351


$
77,396



5.92
% - 9.25%


4.93
% - 9.25%


September 2009 - 
    September 2024Unamortized Premiums


(1,335
)


(1,717
)Mortgage Loans Payable, Gross

$
223,016


$
75,679Senior Unsecured Debt, Net2016 Notes

$
194,558


$
194,524



5.750
%


5.91
%


01/15/162017 Notes


99,919



99,914



7.500
%


7.52
%


12/01/172027 Notes


15,057



15,056



7.150
%


7.11
%


05/15/272028 Notes


199,850



199,846



7.600
%


8.13
%


07/15/282011 Notes


199,898



199,868



7.375
%


7.39
%


03/15/112012 Notes


183,945



199,546



6.875
%


6.85
%


04/15/122032 Notes


49,491



49,480



7.750
%


7.87
%


04/15/322009 Notes






124,980



5.250
%


4.10
%


06/15/092014 Notes


115,668



114,921



6.420
%


6.54
%


06/01/142011 Exchangeable Notes*


196,446



195,657



4.625
%


5.53
%


09/15/112017 II Notes


118,178



118,163



5.950
%


6.37
%


05/15/17Subtotal

$
1,373,010


$
1,511,955Unamortized Discounts


14,790



16,545Senior Unsecured Debt, Gross

$
1,387,800


$
1,528,500Unsecured Line of Credit

$
490,516


$
443,284



1.339
%


1.339
%


09/28/12     *
    
    On September 25, 2006, we issued $175,000 of the 2011
    Exchangeable Notes 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 12




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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 which is 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.In connection with our offering of the 2011 Exchangeable Notes,
    we entered into capped call transactions (the capped call
    transactions) with affiliates of two of the initial
    purchasers of the 2011 Exchangeable Notes (the option
    counterparties) in order to increase the effective
    exchange price of the 2011 Exchangeable Notes to $59.42 per
    share of our common stock, which represents an exchange premium
    of approximately 40% based on the last reported sale price of
    $42.44 per share of the our common stock on September 19,
    2006. The aggregate cost of the capped call transactions was
    approximately $6,835. The capped call transactions are expected
    to reduce the potential dilution with respect to our common
    stock upon exchange of the 2011 Exchangeable Notes to the extent
    the then market value per share of our common stock does not
    exceed the cap price of the capped call transaction during the
    observation period relating to an exchange. The cost of the
    capped call is accounted for as a hedge and included in First
    Industrial Realty Trust, Inc.s Stockholders Equity
    because the derivative is indexed to our own stock and meets the
    scope exception within the derivative guidance.  25-year
  25-year
    30-year
     13




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      AmountRemainder of 2009

$
1,8202010


16,7062011


409,0382012


681,5182013


4,607Thereafter


987,643Total

$
2,101,332     Fair
    Value
    June 30, 2009


December 31, 2008Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage Loans Payable, Net

$
224,351


$
222,194


$
77,396


$
75,817Senior Unsecured Debt, Net


1,373,010



934,126



1,511,955



1,033,283Unsecured Line of Credit


490,516



436,478



443,284



400,849Total

$
2,087,877


$
1,592,798


$
2,032,635


$
1,509,949    14




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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


(16,337
)


(13,430
)


(2,907
)Other Comprehensive Loss


(818
)


(1,044
)


226Comprehensive Loss


(17,155
)


(14,474
)


(2,681
)Common Stock






3



(3
)Additional Paid in Capital:Amortization of Restricted Stock Awards


8,432



8,432



Conversion of Units to Common Stock






5,793



(5,793
)Reallocation of Noncontrolling Interest






36,151



(36,151
)Repurchase and Retirement of Restricted Stock Awards/Common Stock


(722
)


(722
)


Stock Offering Costs


(142
)


(142
)


Distributions in Excess of Accumulated Earnings:Preferred Dividends


(9,681
)


(9,681
)


Total Equity, June 30, 2009

$
971,448


$
893,959


$
77,489   Restricted
    Stock:
     15




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Dividend/Distributions:
  (iii) 3-month
    Six Months EndedJune 30, 2009Dividend/Distribution


Totalper Share


DividendSeries F Preferred Stock

$
3,052.75


$
1,526Series G Preferred Stock

$
3,618.00


$
905Series J Preferred Stock

$
9,062.60


$
5,438Series K Preferred Stock

$
9,062.60


$
1,812   7.
    Acquisition
    of Real Estate      Intangible
    Assets Subject to Amortization in the Period of
    Acquisition
    Six Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008In-Place Leases

$



$
8,906Above Market Leases

$



$
61Tenant Relationships

$



$
5,242Below Market Leases

$



$
(2,052
)     Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008In-Place Leases


N/A



41Above Market Leases


N/A



43Tenant Relationships


N/A



92Below Market Leases


N/A



31  16




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations          Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30, 2009


June 30, 2008


June 30, 2009


June 30, 2008Total Revenues

$
829


$
10,697


$
2,435


$
27,499Property Expenses


(135
)


(3,749
)


(735
)


(10,171
)Depreciation and Amortization


(239
)


(2,299
)


(824
)


(6,436
)Gain on Sale of Real Estate


3,907



70,484



8,320



143,844(Provision) Benefit for Income Taxes


(43
)


(3,753
)


64



(4,159
)Income from Discontinued Operations

$
4,319


$
71,380


$
9,260


$
150,577    17




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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)Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008Interest paid, net of capitalized interest

$
56,914


$
57,602Capitalized interest

$
281


$
4,232Supplemental schedule of noncash investing and financing
    activities:Distribution payable on common stock/Units

$



$
36,420Distribution payable on preferred stock

$
452


$
1,232Exchange of Units for common stock:Noncontrolling interest

$
(5,796
)

$
(3,732
)Common stock


3



2Additional
    paid-in-capital


5,793



3,730$



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

$



$
(291
)Mortgage debt

$



$
(4,353
)Write-off of fully depreciated assets

$
(27,738
)

$
(34,285
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$
11,620


$
56,161  18




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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)





(As Adjusted)Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008Numerator:Loss from Continuing Operations

$
(8,130
)

$
(23,056
)

$
(26,028
)

$
(48,035
)Noncontrolling Interest Allocable to Continuing Operations


1,400



3,511



3,994



7,307Loss from Continuing Operations, Net of Noncontrolling Interest
    and Income Tax Benefit


(6,730
)


(19,545
)


(22,034
)


(40,728
)Gain on Sale of Real Estate






4,337



460



12,009Income Tax Provision Allocable to Gain on Sale of Real Estate






(1,104
)


(29
)


(2,696
)Noncontrolling Interest Allocable to Gain on Sale of Real Estate






(402
)


(48
)


(1,173
)Preferred Stock Dividends


(4,824
)


(4,857
)


(9,681
)


(9,714
)Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(11,554
)

$
(21,571
)

$
(31,332
)

$
(42,302
)Income from Discontinued Operations

$
4,362


$
75,133


$
9,196


$
154,736Income Tax (Provision) Benefit Allocable to Discontinued
    Operations


(43
)


(3,753
)


64



(4,159
)Noncontrolling Interest Allocable to Discontinued Operations


(475
)


(8,873
)


(1,039
)


(18,973
)Discontinued Operations Allocable to Participating Securities



(1,087
)






(2,124
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.

$
3,844


$
61,420


$
8,221


$
129,480Net (Loss) Income Available

$
(7,710
)

$
40,936


$
(23,111
)

$
89,302Net Income Allocable to Participating Securities






(1,087
)






(2,124
)Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders

$
(7,710
)

$
39,849


$
(23,111
)

$
87,178Denominator:Weighted Average Shares  Basic and Diluted


44,438,726



43,128,316



44,293,750



43,056,114Basic and Diluted EPS:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.26
)

$
(0.50
)

$
(0.71
)

$
(0.98
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.s Common Stockholders

$
0.09


$
1.42


$
0.19


$
3.01Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders

$
(0.17
)

$
0.92


$
(0.52
)

$
2.02    19




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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   20




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      June 30,2009Stock price

$
4.35Exercise price

$
7.94Expected dividend yield


0.0
%Expected stock volatility


171.0
%Risk-free interest rate


0.45
%Expected life (years)


0.31Value

$
0.84       13.
    Derivatives    Mark-to-Market
   21




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (iii) 3-month 30-year
    Fair Value As of


Fair Value As ofNotional





Trade


Maturity


June 30,


December 31,Hedge Product

Amount


Strike


Date


Date


2009


2008Derivatives designated as hedging instruments:Forward-Starting Agreement 1

$
59,750



4.0725
%


January 2008



May 15, 2014


$



$
(3,429
)Forward-Starting Agreement 2


59,750



4.0770
%


January 2008



May 15, 2014







(3,452
)Interest Rate Swap Agreement


50,000



2.4150
%


March 2008



April 1, 2010



(682
)


(858
)Total derivatives designated as hedging instruments:

$
169,500














$
(682
)

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


50,000



5.2175
%


October 2008



October 1, 2013



(427
)


(3,073
)Total Derivatives

$
219,500











Total


$
(1,109
)

$
(10,812
)     *
    
    * Fair value excludes quarterly settlement payment due on
    Series F Agreement. For the three months ended
    June 30, 2009, the quarterly payable was $204.    Three Months Ended


Six Months EndedJune 30,


June 30,


June 30,


June 30,Interest Rate Products*

Location on Statement

2009


2008


2009


2008Income Recognized in OCI (Effective Portion)

Mark-to-Market on Interest Rate
    Protection Agreements (OCI)

$
845


$
4,845


$
(1,408
)

$
3,410Amortization Reclassified from OCI into Income

Interest Expense

$
(38
)

$
191


$
168


$
378Gain Recognized in Income (Unhedged Position)

Mark-to-Market Gain on
    Interest Rate Protection Agreements

$
1,358


$



$
974


$
     *
    
    Includes Forward Starting Agreement 1, Forward Starting
    Agreement 2, Interest Rate Swap Agreement and interest rate
    protection agreements settled in previous periods. 22




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Mark-to-Market Mark-to-Market
        Fair Value Measurements atJune 30, 2009 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableJune 30,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Liabilities:Interest Rate Swap Agreement

$
682






$
682



Series F Agreement

$
631










$
631     30-year
 23




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning liability balance at December 31, 2008

$
(3,073
)Total unrealized gains:Mark-to-Market
    Gain on Series F Agreement


2,442Ending liability balance at June 30, 2009

$
(631
)   14.
    Commitments
    and Contingencies          15.
    Subsequent
    Events  Form 10-Q,
       24




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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 higher-than-expected Form 10-K Form 10-K), Form 10-Q,
  GENERAL
       25




---



##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
  
  MANAGEMENTS
    OVERVIEW
       26




---



##### Table of Contents



and/or
      Current
    Business Risks and Uncertainties
     27




---



##### Table of Contents




    Capital Retention 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 or July 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 During the three months
    ended June 30, 2009, we paid off and retired our 2009 Notes
    in the principal amount of $125.0 million and our secured
    mortgage debt maturing in July 2009 in the amount of
    $5.0 million. We used funds obtained via three mortgage
    financings that closed during the three months ended
    June 30, 2009 to pay off the debt maturities (see
    Note 5 to the Consolidated Financial Statements). These
    mortgage financings 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. We are in active discussions with various lenders
    regarding the origination of additional mortgage financing and
    the terms and conditions thereof. No assurances can be made that
    additional secured financing will be obtained.
    Asset Sales We sold six industrial properties
    and one land parcel during the six months ended June 30,
    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.     28




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Six Months Ended June 30, 2009 to Six Months Ended
    June 30, 2008
          Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


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

$
150,761


$
162,580


$
(11,819
)


(7.3
)%Acquired Properties


14,118



3,741



10,377



277.4
%Sold Properties


1,041



25,870



(24,829
)


(96.0
)%(Re)Developments and Land, Not Included Above


11,535



4,537



6,998



154.2
%Other


8,809



14,721



(5,912
)


(40.2
)%$
186,264


$
211,449


$
(25,185
)


(11.9
)%Discontinued Operations


(2,435
)


(27,499
)


25,064



(91.1
)%Subtotal Revenues

$
183,829


$
183,950


$
(121
)


(0.1
)%Construction Revenues


36,749



56,398



(19,649
)


(34.8
)%Total Revenues

$
220,578


$
240,348


$
(19,770
)


(8.2
)%    29




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


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

$
49,762


$
52,600


$
(2,838
)


(5.4
)%Acquired Properties


2,895



800



2,095



261.9
%Sold Properties


417



8,993



(8,576
)


(95.4
)%(Re)Developments and Land, Not Included Above


4,961



3,387



1,574



46.5
%Other


7,086



8,080



(994
)


(12.3
)%$
65,121


$
73,860


$
(8,739
)


(11.8
)%Discontinued Operations


(735
)


(10,171
)


9,436



(92.8
)%Total Property Expenses

$
64,386


$
63,689


$
697



1.1
%Construction Expenses


35,672



54,733



(19,061
)


(34.8
)%Total Property and Construction Expenses

$
100,058


$
118,422


$
(18,364
)


(15.5
)%         30




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


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

$
62,852


$
73,764


$
(10,912
)


(14.8
)%Acquired Properties


6,921



2,898



4,023



138.8
%Sold Properties


226



5,963



(5,737
)


(96.2
)%(Re)Developments and Land, Not Included Above and Other


5,398



3,522



1,876



53.3
%Corporate Furniture, Fixtures and Equipment


1,143



974



169



17.4
%$
76,540


$
87,121


$
(10,581
)


(12.1
)%Discontinued Operations


(824
)


(6,436
)


5,612



(87.2
)%Total Depreciation and Other Amortization

$
75,716


$
80,685


$
(4,969
)


(6.2
)%             30-year Mark-to-Market
  Mark-to-Market
   31




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008($ in 000s)Total Revenues

$
2,435


$
27,499Property Expenses


(735
)


(10,171
)Depreciation and Amortization


(824
)


(6,436
)Gain on Sale of Real Estate


8,320



143,844Benefit (Provision) for Income Taxes


64



(4,159
)Income from Discontinued Operations

$
9,260


$
150,577         Comparison
    of Three Months Ended June 30, 2009 to Three Months Ended
    June 30, 2008
     32




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


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

$
73,489


$
81,253


$
(7,764
)


(9.6
)%Acquired Properties


6,953



2,909



4,044



139.0
%Sold Properties


103



9,774



(9,671
)


(98.9
)%(Re)Developments and Land, Not Included Above


5,706



2,506



3,200



127.7
%Other


4,298



8,574



(4,276
)


(49.9
)%$
90,549


$
105,016


$
(14,467
)


(13.8
)%Discontinued Operations


(829
)


(10,697
)


9,868



(92.3
)%Subtotal Revenues

$
89,720


$
94,319


$
(4,599
)


(4.9
)%Construction Revenues


18,318



33,444



(15,126
)


(45.2
)%Total Revenues

$
108,038


$
127,763


$
(19,725
)


(15.4
)%     33




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


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

$
22,767


$
25,899


$
(3,132
)


(12.1
)%Acquired Properties


1,444



615



829



134.8
%Sold Properties


(29
)


3,343



(3,372
)


(100.9
)%(Re)Developments and Land, Not Included Above


2,370



1,847



523



28.3
%Other


4,463



3,796



667



17.6
%$
31,015


$
35,500


$
(4,485
)


(12.6
)%Discontinued Operations


(135
)


(3,749
)


3,614



(96.4
)%Total Property Expenses

$
30,880


$
31,751


$
(871
)


(2.7
)%Construction Expenses


17,789



32,432



(14,643
)


(45.1
)%Total Property and Construction Expenses

$
48,669


$
64,183


$
(15,514
)


(24.2
)%         Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


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

$
30,534


$
40,052


$
(9,518
)


(23.8
)%Acquired Properties


3,228



2,215



1,013



45.7
%Sold Properties


3



2,076



(2,073
)


(99.9
)%(Re)Developments and Land, Not Included Above and Other


2,734



1,669



1,065



63.8
%Corporate Furniture, Fixtures and Equipment


546



513



33



6.4
%$
37,045


$
46,525


$
(9,480
)


(20.4
)%Discontinued Operations


(239
)


(2,299
)


2,060



(89.6
)%Total Depreciation and Other Amortization

$
36,806


$
44,226


$
(7,420
)


(16.8
)%  34




---



##### Table of Contents



Mark-to-Market
  Mark-to-Market
        Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008($ in 000s)Total Revenues

$
829


$
10,697Property Expenses


(135
)


(3,749
)Depreciation and Amortization


(239
)


(2,299
)Gain on Sale of Real Estate


3,907



70,484Provision for Income Taxes


(43
)


(3,753
)Income from Discontinued Operations

$
4,319


$
71,380  35




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
           36




---



##### Table of Contents



Six
    Months Ended June 30, 2009
              Market
    Risk
    Interest
    Rate Risk
     37




---



##### Table of Contents



Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
    Subsequent
    Events
  Form 10-Q,
       38




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##### 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),
   39




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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    Nominee

Votes For


Votes WithheldBruce W. Duncan*


38,153,132



2,201,876W. Ed Tyler**


37,957,097



2,397,910Robert J. Slater**


37,704,660



2,650,347John Rau**


37,903,732



2,451,275     *
    
    Class II Director**
    
    Class III Director        Item 5.
    Other
    Information   40




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##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description10
.1*

2009 Stock Incentive Plan.10
.2

Form of Service-Based Bonus Agreement (incorporated by reference
    to Exhibit 10.1 of the
    Form 8-K
    of the Company filed July 16, 2009, File
    No. 1-13102).10
.3

Form of Restricted Stock Unit Award Agreement (incorporated by
    reference to Exhibit 10.2 of the
    Form 8-K
    of the Company filed July 16, 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 41




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##### Table of Contents



SIGNATURE      By:
    /s/  Scott
    A. Musil       42




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description10
.1*

2009 Stock Incentive Plan.10
.2

Form of Service-Based Bonus Agreement (incorporated by reference
    to Exhibit 10.1 of the
    Form 8-K
    of the Company filed July 16, 2009, File
    No. 1-13102).10
.3

Form of Restricted Stock Unit Award Agreement (incorporated by
    reference to Exhibit 10.2 of the
    Form 8-K
    of the Company filed July 16, 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 43