##### 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
    September 30,
    2010o

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(State or Other Jurisdiction
    of
    Incorporation or Organization)

36-3935116(I.R.S. Employer
    Identification No.)    311 S. Wacker Drive, Suite 3900, 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 o
    Accelerated
    filer þ
    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 September 30, 2010
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.

Financial Statements


2Consolidated Balance Sheets as of
    September 30, 2010 and December 31, 2009


2Consolidated Statements of Operations for the
    Three and Nine Months Ended September 30, 2010 and
    September 30, 2009


3Consolidated Statements of Comprehensive Income
    for the Three and Nine Months Ended September 30, 2010 and
    September 30, 2009


4Consolidated Statement of Changes in
    Stockholders Equity for the Nine Months Ended
    September 30, 2010


5Consolidated Statements of Cash Flows for the
    Nine Months Ended September 30, 2010 and September 30,
    2009


6Notes to Consolidated Financial Statements


7Item 2.

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


24Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


38Item 4.

Controls and Procedures


38PART II: OTHER INFORMATIONItem 1.

Legal Proceedings


39Item 1A.

Risk Factors


39Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


39Item 3.

Defaults Upon Senior Securities


39Item 4.

(Removed and Reserved)


39Item 5.

Other Information


39Item 6.

Exhibits


40SIGNATURE


41EXHIBIT INDEX


42EX-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
   September 30,


December 31,2010


2009(Unaudited)(In thousandsexcept share andper share data)ASSETSAssets:Investment in Real Estate:Land

$
685,652


$
751,479Buildings and Improvements


2,462,616



2,543,573Construction in Progress


8,188



24,712Less: Accumulated Depreciation


(650,125
)


(594,895
)Net Investment in Real Estate


2,506,331



2,724,869Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $310 and $3,341 at September 30, 2010 and
    December 31, 2009, respectively


2,827



37,305Cash and Cash Equivalents


124,099



182,943Restricted Cash


127



102Tenant Accounts Receivable, Net


3,717



2,243Investments in Joint Ventures


3,076



8,788Deferred Rent Receivable, Net


44,239



39,220Deferred Financing Costs, Net


13,917



15,333Deferred Leasing Intangibles, Net of Accumulated Amortization of
    $43,692 and $43,201 at September 30, 2010 and
    December 31, 2009, respectively


50,412



60,160Prepaid Expenses and Other Assets, Net


134,374



133,623Total Assets

$
2,883,119


$
3,204,586LIABILITIES AND EQUITYLiabilities:Indebtedness:Mortgage and Other Loans Payable, Net

$
492,212


$
402,974Senior Unsecured Debt, Net


896,792



1,140,114Unsecured Line of Credit


496,988



455,244Accounts Payable, Accrued Expenses and Other Liabilities, Net


70,077



81,136Deferred Leasing Intangibles, Net of Accumulated Amortization of
    $14,318 and $14,371 at September 30, 2010 and
    December 31, 2009, respectively


21,323



24,754Rents Received in Advance and Security Deposits


24,968



26,117Total Liabilities


2,002,360



2,130,339Commitments 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 September 30, 2010 and December 31,
    2009, 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, 68,095,327 and 66,169,328 shares issued and
    63,771,213 and 61,845,214 shares outstanding at
    September 30, 2010 and December 31, 2009, respectively)


681



662Treasury Shares at Cost (4,324,114 shares at
    September 30, 2010 and December 31, 2009)


(140,018
)


(140,018
)Additional
    Paid-in-Capital


1,566,663



1,551,218Distributions in Excess of Accumulated Earnings


(578,683
)


(384,013
)Accumulated Other Comprehensive Loss


(15,606
)


(18,408
)Total First Industrial Realty Trust, Inc.s
    Stockholders Equity


833,037



1,009,441Noncontrolling Interest


47,722



64,806Total Equity


880,759



1,074,247Total Liabilities and Equity

$
2,883,119


$
3,204,586    2




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


2009(Unaudited)(In thousands except per share data)Revenues:Rental Income

$
64,646


$
66,100


$
196,094


$
200,191Tenant Recoveries and Other Income


19,908



22,352



65,268



69,028Construction Revenues


271



15,954



541



52,703Total Revenues


84,825



104,406



261,903



321,922Expenses:Property Expenses


28,244



30,064



89,663



93,226General and Administrative


4,939



8,391



21,231



30,141Restructuring Costs


338



1,380



1,549



6,196Impairment of Real Estate


163,862



5,617



173,017



5,617Depreciation and Other Amortization


35,341



36,783



105,208



110,737Construction Expenses


247



14,895



456



50,567Total Expenses


232,971



97,130



391,124



296,484Other Income/(Expense):Interest Income


1,037



731



3,120



2,013Interest Expense


(25,609
)


(29,119
)


(78,941
)


(86,608
)Amortization of Deferred Financing Costs


(798
)


(758
)


(2,412
)


(2,220
)Mark-to-Market
    (Loss) Gain on Interest Rate Protection Agreements


(330
)


(555
)


(1,788
)


2,861(Loss) Gain from Early Retirement of Debt


(19
)


18,179



(3,984
)


22,165Foreign Currency Exchange Loss, Net










(190
)


Total Other Income/(Expense)


(25,719
)


(11,522
)


(84,195
)


(61,789
)Loss from Continuing Operations Before Gain on Sale of Joint
    Venture Interests, Equity in Loss of Joint Ventures and Income
    Tax Benefit (Provision)


(173,865
)


(4,246
)


(213,416
)


(36,351
)Gain on Sale of Joint Venture Interests


9,874







9,874



Equity in Loss of Joint Ventures


(398
)


(5,889
)


(275
)


(4,309
)Income Tax Benefit (Provision)


247



6,089



(2,109
)


10,989Loss from Continuing Operations


(164,142
)


(4,046
)


(205,926
)


(29,671
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $1,949 and $6,734 for the Three Months Ended
    September 30, 2010 and September 30, 2009,
    respectively, and $9,568 and $15,054 for the Nine Months Ended
    September 30, 2010 and September 30, 2009,
    respectively)


1,871



6,248



9,324



15,520(Provision) Benefit for Income Taxes Allocable to Discontinued
    Operations (Including $0 and $(238) allocable to Gain on Sale of
    Real Estate for the Three Months Ended September 30, 2010
    and September 30, 2009, respectively, and $0 and $158 for
    the Nine Months Ended September 30, 2010 and
    September 30, 2009, respectively)






(71
)






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


(162,271
)


2,131



(196,602
)


(14,135
)(Loss) Gain on Sale of Real Estate


(214
)


261



858



721Benefit (Provision) for Income Taxes Allocable to (Loss) Gain on
    Sale of Real Estate






380



(660
)


(151
)Net (Loss) Income


(162,485
)


2,772



(196,404
)


(13,565
)Less: Net Loss Attributable to the Noncontrolling Interest


13,100



193



16,557



3,100Net (Loss) Income Attributable to First Industrial Realty Trust,
    Inc.


(149,385
)


2,965



(179,847
)


(10,465
)Less: Preferred Stock Dividends


(4,884
)


(4,913
)


(14,823
)


(14,594
)Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders and Participating Securities

$
(154,269
)

$
(1,948
)

$
(194,670
)

$
(25,059
)Basic and Diluted Earnings Per Share:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(2.47
)

$
(0.16
)

$
(3.25
)

$
(0.87
)Income From Discontinued Operations Attributable to First
    Industrial Realty Trust, Inc.s Common Stockholders

$
0.03


$
0.12


$
0.14


$
0.31Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(2.44
)

$
(0.04
)

$
(3.11
)

$
(0.56
)Weighted Average Shares Outstanding, Basic and Diluted


63,100



45,360



62,583



44,653    3




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    INCOME
  Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


2009(Unaudited)(In thousands)Net (Loss) Income

$
(162,485
)

$
2,772


$
(196,404
)

$
(13,565
)Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $0 and $149 for the Three Months Ended
    September 30, 2010 and September 30, 2009,
    respectively, and $414 and $390 for the Nine Months Ended
    September 30, 2010 and September 30, 2009, respectively


1,577



320



990



(716
)Amortization of Interest Rate Protection Agreements


535



479



1,563



311Write-off of Unamortized Settlement Amounts of Interest Rate
    Protection Agreements


(24
)


3



(182
)


(60
)Foreign Currency Translation Adjustment, Net of Income Tax
    (Provision) Benefit of $(185) and $(1,510) for the Three Months
    Ended September 30, 2010 and September 30, 2009,
    respectively, and $449 and $(2,436) for the Nine Months Ended
    September 30, 2010 and September 30, 2009, respectively


19



946



721



1,395Other Comprehensive (Loss) Income


(160,378
)


4,520



(193,312
)


(12,635
)Other Comprehensive Loss (Income) Attributable to Noncontrolling
    Interest


12,937



(154
)


16,316



2,527Other Comprehensive (Loss) Income Attributable to First
    Industrial Realty Trust, Inc.

$
(147,441
)

$
4,366


$
(176,996
)

$
(10,108
)    4




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENT OF CHANGES IN
    STOCKHOLDERS EQUITY
  AccumulatedTreasury


Distributions


OtherCommon


Additional


Shares


in Excess of


Comprehensive


NoncontrollingStock


Paid-in Capital


At Cost


Earnings


Loss


Interest


TotalBalance as of December 31, 2009

$
662


$
1,551,218


$
(140,018
)

$
(384,013
)

$
(18,408
)

$
64,806


$
1,074,247Issuance of Common Stock, Net of Issuance Costs


14



10,264



















10,278Stock Based Compensation Activity


5



4,364



















4,369Conversion of Units to Common Stock






294















(294
)


Reallocation  Additional Paid in Capital






523















(523
)


Preferred Dividends














(14,823
)










(14,823
)Other Comprehensive Loss:Net Loss














(179,847
)






(16,557
)


(196,404
)Reallocation  Other Comprehensive Loss


















(49
)


49



Other Comprehensive Loss


















2,851



241



3,092Total Other Comprehensive Loss


























(193,312
)Balance as of September 30, 2010

$
681


$
1,566,663


$
(140,018
)

$
(578,683
)

$
(15,606
)

$
47,722


$
880,759    5




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS
  Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2010


2009(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(196,404
)

$
(13,565
)Adjustments to Reconcile Net Loss to Net Cash Provided by
    Operating Activities:Depreciation


81,263



85,388Amortization of Deferred Financing Costs


2,412



2,220Other Amortization


30,934



40,765Impairment of Real Estate


173,017



6,934Provision for Bad Debt


1,564



2,872Mark-to-Market
    Loss (Gain) on Interest Rate Protection Agreements


1,788



(2,861
)Loss (Gain) from Early Retirement of Debt


3,984



(22,165
)Gain on Sale of Joint Venture Interest


(9,874
)


Decrease in Developments for Sale Costs






812Payments of Premiums and Discounts Associated with Senior
    Unsecured Debt


(6,279
)


Operating Distributions Received in Excess of Equity in Loss of
    Joint Ventures


2,362



5,436Gain on Sale of Real Estate


(10,426
)


(15,775
)(Increase) Decrease in Tenant Accounts Receivable, Prepaid
    Expenses and Other Assets, Net


(4,472
)


12,851Increase in Deferred Rent Receivable


(4,927
)


(5,850
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(7,823
)


(16,579
)(Increase) Decrease in Restricted Cash


(25
)


7Net Cash Provided by Operating Activities


57,094



80,490CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(68,584
)


(62,375
)Net Proceeds from Sales of Investments in Real Estate


60,795



41,199Contributions to and Investments in Joint Ventures


(752
)


(3,170
)Distributions and Sale Proceeds from Joint Venture Interests


10,868



6,942Repayment of Notes Receivable


1,206



2,933Increase in Lender Escrows


(669
)


Net Cash Provided by (Used in) Investing Activities


2,864



(14,471
)CASH FLOWS FROM FINANCING ACTIVITIES:Debt and Equity Issuance Costs


(1,630
)


(5,056
)Proceeds from the Issuance of Common Stock


10,341



15,920Repurchase and Retirement of Restricted Stock


(298
)


(726
)Dividends/Distributions






(12,614
)Preferred Stock Dividends


(15,275
)


(15,826
)Payments on Interest Rate Swap Agreement


(287
)


Costs Associated with Early Retirement of Debt


(1,008
)


Proceeds from Origination of Mortgage Loans Payable


95,780



201,260Repayments on Mortgage Loans Payable


(6,078
)


(7,766
)Repurchase of Equity Component of Exchangeable Notes






(22
)Settlement of Interest Rate Protection Agreements






(7,491
)Repayments of Senior Unsecured Debt


(241,642
)


(240,903
)Proceeds from Unsecured Line of Credit


51,500



46,000Repayments on Unsecured Line of Credit


(10,341
)


(23,000
)Net Cash Used in Financing Activities


(118,938
)


(50,224
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


136



95Net (Decrease) Increase in Cash and Cash Equivalents


(58,980
)


15,795Cash and Cash Equivalents, Beginning of Period


182,943



3,182Cash and Cash Equivalents, End of Period

$
124,099


$
19,072    6




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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.
    Summary
    of Significant Accounting Policies  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)
  Form 10-K
  Income
    Taxes
  1997-2000) 1997-2000
  Recent
    Accounting Pronouncements
    3.
    Investment
    in Real Estate  Acquisitions
   8




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets Subject to Amortization in the Period of
    Acquisition
    Nine MonthsEndedSeptember 30,2010In-Place Leases

$
1,782Above Market Leases

$
239Tenant Relationships

$
1,881     Nine MonthsEndedSeptember 30,2010In-Place Leases


100Above Market Leases


88Tenant Relationships


165   Sales
    and Discontinued Operations
       9




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##### Table of Contents



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


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


2009Total Revenues

$
62


$
2,036


$
756


$
7,533Property Expenses


(104
)


(504
)


(585
)


(2,463
)Impairment Loss






(1,317
)






(1,317
)Depreciation and Amortization


(36
)


(701
)


(415
)


(3,287
)Gain on Sale of Real Estate


1,949



6,734



9,568



15,054(Provision) Benefit for Income Taxes






(71
)






16Income from Discontinued Operations

$
1,871


$
6,177


$
9,324


$
15,536     Impairment
    Charges
  and/or
   10




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Fair Value Measurements on a Non-Recurring Basisat September 30, 2010 Using:Quoted Prices inActive Markets for

Significant Other

Unobservable

TotalSeptember 30,

Identical Assets

Observable Inputs

Inputs

GainsDescription

2010

(Level 1)

(Level 2)

(Level 3)

(Losses)Impaired Real Estate Assets

$
255,510










$
255,510


$
(163,862
)   4.
    Investments
    in Joint Ventures and Property Management Services       11




---



##### Table of Contents



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

Three Months

Nine Months

Nine MonthsEnded

Ended

Ended

EndedSeptember 30,

September 30,

September 30,

September 30,2010

2009

2010

2009Contributions

$
338


$
449


$
752


$
3,170Distributions and Joint Venture Sale Proceeds

$
6,688


$
1,126


$
12,955


$
8,069Fees

$
764


$
3,450


$
4,805


$
9,008  12




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Indebtedness    EffectiveOutstanding


Interest


InterestBalance at


Rate at


Rate atSeptember 30,


December 31,


September 30,


September 30,2010


2009


2010


2010


Maturity DateDecember 2010 -Mortgage and Other Loans Payable, Net

$
492,212


$
402,974



5.55% - 9.25%



4.93% -9.25%



October 2020Unamortized Premiums


(561
)


(1,025
)Mortgage and Other Loans Payable, Gross

$
491,651


$
401,949Senior Unsecured Debt, Net2016 Notes

$
159,885


$
159,843



5.750%



5.91%



01/15/162017 Notes


87,193



87,187



7.500%



7.52%



12/01/172027 Notes


13,559



13,559



7.150%



7.11%



05/15/272028 Notes


189,867



189,862



7.600%



8.13%



07/15/282011 Notes






143,447



7.375%



7.39%



03/15/112012 Notes


61,763



143,837



6.875%



6.85%



04/15/122032 Notes


34,664



34,651



7.750%



7.87%



04/15/322014 Notes


86,492



105,253



6.420%



6.54%



06/01/142011 Exchangeable Notes


145,740



144,870



4.625%



5.53%



09/15/112017 II Notes


117,629



117,605



5.950%



6.37%



05/15/17Subtotal

$
896,792


$
1,140,114Unamortized Discounts


7,717



11,191Senior Unsecured Debt, Gross

$
904,509


$
1,151,305Unsecured Line of Credit

$
496,988


$
455,244



1.305%



1.305%



09/28/12     Number of





PropertyIndustrial





CarryingProperties





Value atMortgage

Loan


Interest

Origination

Maturity

Amortization


Collateralizing


GLA


September 30,Financing

Principal


Rate

Date

Date

Period


Mortgage


(In millions)


2010I

$
7,780


7.40%

January 28, 2010

February 5, 2015


25-year



1



0.1


$
9,115II


7,200


7.40%

January 28, 2010

February 5, 2015


25-year



1



0.2



7,474III


4,300


7.40%

February 17, 2010

March 5, 2015


25-year



1



0.2



6,898IV


8,250


7.40%

February 24, 2010

March 5, 2015


25-year



1



0.3



12,284V.1


8,000


6.50%

June 22, 2010

July 10, 2020


25-year



2



0.2



8,994V.2


7,800


6.50%

June 22, 2010

July 10, 2020


25-year



2



0.2



6,656V.3


5,750


6.50%

June 22, 2010

July 10, 2020


25-year



1



0.1



10,004V.4


5,500


6.50%

June 22, 2010

July 10, 2020


25-year



6



0.1



9,335VI


41,200


5.55%

September 29, 2010

October 1, 2020


25-year



11



1.5



46,902$
95,780




















$
117,662    13




---



##### Table of Contents



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


PurchaseRepurchased


PriceSenior Unsecured Debt Repurchases2011 Notes

$
72,702


$
72,7012012 Notes


82,236



82,2342014 Notes


21,062



17,964$
176,000


$
172,899Senior Unsecured Debt Redemption2011 Notes

$
70,796


$
75,022     AmountRemainder of 2010

$
14,7562011


159,7862012


583,6662013


8,7492014


209,302Thereafter


916,889Total

$
1,893,148  14




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value
    September 30, 2010


December 31, 2009Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage and Other Loans Payable, Net

$
492,212


$
546,872


$
402,974


$
407,706Senior Unsecured Debt, Net


896,792



807,388



1,140,114



960,452Unsecured Line of Credit


496,988



477,773



455,244



422,561Total

$
1,885,992


$
1,832,033


$
1,998,332


$
1,790,719     6.
    Stockholders
    Equity  Shares
    of Common Stock and Noncontrolling Interest:
    at-the-market at-the-market
 15




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        September 30,


September 30,2010


2009Noncontrolling Interest, January 1- Beginning of Period

$
64,806


$
122,117Net Loss


(16,557
)


(3,100
)Other Comprehensive Loss


241



573Comprehensive Loss


(16,316
)


(2,527
)Conversion of Units to Common Stock


(294
)


(6,444
)Reallocation  Additional Paid In Capital


(523
)


(38,812
)Reallocation  Other Comprehensive Loss


49



Noncontrolling Interest, September 30  End of Period

$
47,722


$
74,334   Restricted
    Stock:
      Dividend/Distributions:
  (iii) 3-month
 16




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Nine Months EndedSeptember 30, 2010Dividend/Distribution

Totalper Share

DividendSeries F Preferred Stock

$
5,183.65


$
2,591Series G Preferred Stock

$
5,427.00


$
1,357Series J Preferred Stock

$
13,593.90


$
8,156Series K Preferred Stock

$
13,593.90


$
2,719   7.
    Supplemental
    Information to Statements of Cash Flows    Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009Interest paid, net of capitalized interest

$
80,245


$
88,965Capitalized interest

$



$
281Exchange of Units for common stock:Noncontrolling interest

$
(294
)

$
(6,444
)Common stock






3Additional
    paid-in-capital


294



6,441$



$
Write-off of fully depreciated assets

$
(42,433
)

$
(42,253
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$



$
12,615  17




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Earnings
    Per Share (EPS)    Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


2009Numerator:Loss from Continuing Operations, Net of Income Tax

$
(164,142
)

$
(4,046
)

$
(205,926
)

$
(29,671
)Noncontrolling Interest Allocable to Continuing Operations


13,228



927



17,304



4,883(Loss) Gain on Sale of Real Estate, Net of Income Tax


(214
)


641



198



570Noncontrolling Interest Allocable to (Loss) Gain on Sale of Real
    Estate


17



(69
)


(16
)


(63
)Preferred Stock Dividends


(4,884
)


(4,913
)


(14,823
)


(14,594
)Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(155,995
)

$
(7,460
)

$
(203,263
)

$
(38,875
)Income from Discontinued Operations, Net of Income Tax

$
1,871


$
6,177


$
9,324


$
15,536Noncontrolling Interest Allocable to Discontinued Operations


(145
)


(665
)


(731
)


(1,720
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.

$
1,726


$
5,512


$
8,593


$
13,816Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(154,269
)

$
(1,948
)

$
(194,670
)

$
(25,059
)Denominator:Weighted Average Shares  Basic and Diluted


63,100,012



45,360,288



62,583,149



44,653,170Basic and Diluted EPS:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(2.47
)

$
(0.16
)

$
(3.25
)

$
(0.87
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.s Common Stockholders

$
0.03


$
0.12


$
0.14


$
0.31Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(2.44
)

$
(0.04
)

$
(3.11
)

$
(0.56
)  18




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##### Table of Contents



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





Allocation ofNet Income





Net IncomeAvailable to





Available toParticipating





ParticipatingSecurities For





Securities ForUnvested Awards


the Three and Nine


Unvested Awards


the Three and NineOutstanding at


Months Ended


Outstanding at


Months EndedSeptember 30,


September 30,


September 30,


September 30,2010


2010


2009


2009Participating Securities:Restricted Stock Awards


665,632







367,594



Restricted Unit Awards










1,053



665,632


$




368,647


$
       Number of


Number ofAwards


AwardsOutstanding At


Outstanding AtSeptember 30,


September 30,2010


2009Non-Participating Securities:Restricted Unit Awards


1,162,800



1,388,000Options


98,701



141,034     9.
    Restructuring
    Costs  and/or
 19




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      10.
    Derivatives    Mark-to-Market
      iii) 3-month 30-year Mark-to-Market Mark-to-Market
 20




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value As of


Fair Value As ofNotional





Trade


Maturity


September 30,


December 31,Hedge Product

Amount


Strike


Date


Date


2010


2009Derivatives designated as hedging instruments:Interest Rate Swap Agreement

$
50,000



2.4150
%


March 2008



April 1, 2010


$
N/A


$
(267
)Derivatives not designated as hedging instruments:Series F Agreement*


50,000



5.2175
%


October 2008



October 1, 2013



(1,397
)


93Total Derivatives

$
100,000











Total


$
(1,397
)

$
(174
)     *
    
    Fair value excludes quarterly settlement payment due on
    Series F Agreement. As of September 30, 2010 and
    December 31, 2009, the outstanding payable was $163 and
    $152, respectively.    Three Months Ended

Nine Months EndedSeptember 30,

September 30,

September 30,

September 30,Interest Rate Products

Location on Statement

2010

2009

2010

2009Income (Loss) Recognized in OCI (Effective Portion)

Mark-to-Market on Interest Rate Protection Agreements, Net of
    Income Tax (OCI)

$
1,577


$
320


$
990


$
(716
)Amortization Reclassified from OCI into Loss

Interest Expense

$
(535
)

$
(479
)

$
(1,563
)

$
(311
)Gain Recognized in Loss (Unhedged Position)

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


N/A



N/A



N/A


$
974   Mark-to-Market Mark-to-Market
     21




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair Value Measurements atSeptember 30, 2010 Using:Quoted Prices inActive Markets for

Significant Other

UnobservableSeptember 30,

Identical Assets

Observable Inputs

InputsDescription

2010

(Level 1)

(Level 2)

(Level 3)Liabilities:Series F Agreement

$
(1,397
)









$
(1,397
)   Fair Value Measurements atDecember 31, 2009 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableDecember 31,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Assets:Series F Agreement

$
93










$
93Liabilities:Interest Rate Swap Agreement

$
(267
)





$
(267
)


     30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning asset balance at December 31, 2009

$
93Mark-to-Market
    of the Series F Agreement


(1,490
)Ending liability balance at September 30, 2010

$
(1,397
)  22




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Commitments
    and Contingencies    12.
    Subsequent
    Events       23




---



##### 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
     24




---



##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
       MANAGEMENTS
    OVERVIEW
     25




---



##### Table of Contents



and/or
     26




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Nine Months Ended September 30, 2010 to Nine Months
    Ended September 30, 2009
          Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
245,272


$
250,554


$
(5,282
)


(2.1
)%Acquired Properties


629







629



Sold Properties


393



5,879



(5,486
)


(93.3
)%(Re)Developments and Land, Not Included Above


8,275



6,407



1,868



29.2
%Other


7,549



13,912



(6,363
)


(45.7
)%$
262,118


$
276,752


$
(14,634
)


(5.3
)%Discontinued Operations


(756
)


(7,533
)


6,777



(90.0
)%Subtotal Revenues

$
261,362


$
269,219


$
(7,857
)


(2.9
)%Construction Revenues


541



52,703



(52,162
)


(99.0
)%Total Revenues

$
261,903


$
321,922


$
(60,019
)


(18.6
)%    27




---



##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
77,426


$
79,656


$
(2,230
)


(2.8
)%Acquired Properties


111







111



Sold Properties


481



2,166



(1,685
)


(77.8
)%(Re)Developments and Land, Not Included Above


2,832



2,908



(76
)


(2.6
)%Other


9,398



10,959



(1,561
)


(14.2
)%$
90,248


$
95,689


$
(5,441
)


(5.7
)%Discontinued Operations


(585
)


(2,463
)


1,878



(76.2
)%Total Property Expenses

$
89,663


$
93,226


$
(3,563
)


(3.8
)%Construction Expenses


456



50,567



(50,111
)


(99.1
)%Total Property and Construction Expenses

$
90,119


$
143,793


$
(53,674
)


(37.3
)%          28




---



##### Table of Contents



th
  Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
99,428


$
105,773


$
(6,345
)


(6.0
)%Acquired Properties


358







358



Sold Properties


371



3,203



(2,832
)


(88.4
)%(Re)Developments and Land, Not Included Above and Other


3,949



3,379



570



16.9
%Corporate Furniture, Fixtures and Equipment


1,517



1,669



(152
)


(9.1
)%$
105,623


$
114,024


$
(8,401
)


(7.4
)%Discontinued Operations


(415
)


(3,287
)


2,872



(87.4
)%Total Depreciation and Other Amortization

$
105,208


$
110,737


$
(5,529
)


(5.0
)%           30-year Mark-to-Market
 29




---



##### Table of Contents



Mark-to-Market
              Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009($ in 000s)Total Revenues

$
756


$
7,533Property Expenses


(585
)


(2,463
)Impairment Loss






(1,317
)Depreciation and Amortization


(415
)


(3,287
)Gain on Sale of Real Estate


9,568



15,054Benefit for Income Taxes






16Income from Discontinued Operations

$
9,324


$
15,536    30




---



##### Table of Contents



Comparison
    of Three Months Ended September 30, 2010 to Three Months
    Ended September 30, 2009
       31




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
80,877


$
81,754


$
(877
)


(1.1
)%Acquired Properties


503







503



Sold Properties


31



1,525



(1,494
)


(98.0
)%(Re)Developments and Land, Not Included Above


2,288



2,105



183



8.7
%Other


917



5,104



(4,187
)


(82.0
)%$
84,616


$
90,488


$
(5,872
)


(6.5
)%Discontinued Operations


(62
)


(2,036
)


1,974



(97.0
)%Subtotal Revenues

$
84,554


$
88,452


$
(3,898
)


(4.4
)%Construction Revenues


271



15,954



(15,683
)


(98.3
)%Total Revenues

$
84,825


$
104,406


$
(19,581
)


(18.8
)%     Three Months


Three MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
25,043


$
25,737


$
(694
)


(2.7
)%Acquired Properties


90







90



Sold Properties


75



363



(288
)


(79.3
)%(Re)Developments and Land, Not Included Above


759



596



163



27.3
%Other


2,381



3,872



(1,491
)


(38.5
)%$
28,348


$
30,568


$
(2,220
)


(7.3
)%Discontinued Operations


(104
)


(504
)


400



(79.4
)%Total Property Expenses

$
28,244


$
30,064


$
(1,820
)


(6.1
)%Construction Expenses


247



14,895



(14,648
)


(98.3
)%Total Property and Construction Expenses

$
28,491


$
44,959


$
(16,468
)


(36.6
)%    32




---



##### Table of Contents



th
  Three Months


Three MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
33,246


$
35,106


$
(1,860
)


(5.3
)%Acquired Properties


253







253



Sold Properties


22



673



(651
)


(96.7
)%(Re)Developments and Land, Not Included Above and Other


1,366



1,179



187



15.9
%Corporate Furniture, Fixtures and Equipment


490



526



(36
)


(6.8
)%$
35,377


$
37,484


$
(2,107
)


(5.6
)%Discontinued Operations


(36
)


(701
)


665



(94.9
)%Total Depreciation and Other Amortization

$
35,341


$
36,783


$
(1,442
)


(3.9
)%      33




---



##### Table of Contents



Mark-to-Market
            Three Months


Three MonthsEnded


EndedSeptember 30, 2010


September 30, 2009($ in 000s)Total Revenues

$
62


$
2,036Property Expenses


(104
)


(504
)Impairment Loss






(1,317
)Depreciation and Amortization


(36
)


(701
)Gain on Sale of Real Estate


1,949



6,734Provision for Income Taxes






(71
)Income from Discontinued Operations

$
1,871


$
6,177      34




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
           35




---



##### Table of Contents



Nine
    Months Ended September 30, 2010
            at-the-market
    and/or
 36




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
   37




---



##### Table of Contents



Recent
    Accounting Pronouncements
    Subsequent
    Events
        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),
   38




---



##### Table of Contents



PART II:
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factor  Failure
    to comply with covenants in our debt agreements could adversely
    affect our financial condition.
      Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    (Removed
    and Reserved)    Item 5.
    Other
    Information   39




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description10
.1

Sixth Amended and Restated Unsecured Revolving Credit and Term
    Loan Agreement dated as of October 22, 2010 among the
    Operating Partnership, the Company, JP Morgan Chase Bank, N.A.
    and the other lenders thereunder (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed October 26, 2010, 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 40




---



##### Table of Contents



SIGNATURE      By:
    /s/  Scott
    A. Musil       41




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description10
.1

Sixth Amended and Restated Unsecured Revolving Credit and Term
    Loan Agreement dated as of October 22, 2010 among the
    Operating Partnership, the Company, JP Morgan Chase Bank, N.A.
    and the other lenders thereunder (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed October 26, 2010, 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 42