##### 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,
    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

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

(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 March 31, 2010
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.

Financial Statements


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


2Consolidated Statements of Operations for the
    Three Months Ended March 31, 2010 and March 31,
    2009


3Consolidated Statements of Comprehensive Income
    for the Three Months Ended March 31, 2010 and
    March 31, 2009


4Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2010 and March 31,
    2009


5Notes to Consolidated Financial Statements


6Item 2.

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


24Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


35Item 4.

Controls and Procedures


35PART II: OTHER INFORMATIONItem 1.

Legal Proceedings


36Item 1A.

Risk Factors


36Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


36Item 3.

Defaults Upon Senior Securities


36Item 4.

(Removed and Reserved)


36Item 5.

Other Information


36Item 6.

Exhibits


37SIGNATURE


38EXHIBIT INDEX


39EX-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
   March 31,


December 31,2010


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

$
739,492


$
751,479Buildings and Improvements


2,552,059



2,543,573Construction in Progress


12,558



24,712Less: Accumulated Depreciation


(614,070
)


(594,895
)Net Investment in Real Estate


2,690,039



2,724,869Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $358 and $3,341 at March 31, 2010 and
    December 31, 2009, respectively


5,431



37,305Cash and Cash Equivalents


107,192



182,943Restricted Cash


21,945



102Tenant Accounts Receivable, Net


4,059



2,243Investments in Joint Ventures


8,436



8,788Deferred Rent Receivable, Net


42,042



39,220Deferred Financing Costs, Net


14,651



15,333Deferred Leasing Intangibles, Net


56,528



60,160Prepaid Expenses and Other Assets, Net


135,873



133,623Total Assets

$
3,086,196


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

$
429,076


$
402,974Senior Unsecured Debt, Net


982,308



1,140,114Unsecured Line of Credit


497,224



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


68,961



81,136Deferred Leasing Intangibles, Net


23,549



24,754Rents Received in Advance and Security Deposits


26,805



26,117Total Liabilities


2,027,923



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 March 31, 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, 67,593,883 and 66,169,328 shares issued and
    63,269,769 and 61,845,214 shares outstanding at
    March 31, 2010 and December 31, 2009, respectively)


676



662Additional
    Paid-in-Capital


1,559,315



1,551,218Distributions in Excess of Accumulated Earnings


(405,893
)


(384,013
)Accumulated Other Comprehensive Loss


(17,998
)


(18,408
)Treasury Shares at Cost (4,324,114 shares at March 31,
    2010 and December 31, 2009)


(140,018
)


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


996,082



1,009,441Noncontrolling Interest


62,191



64,806Total Equity


1,058,273



1,074,247Total Liabilities and Equity

$
3,086,196


$
3,204,586    2




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2010


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

$
66,129


$
68,014Tenant Recoveries and Other Income


23,348



24,867Construction Revenues


270



18,431Total Revenues


89,747



111,312Expenses:Property Expenses


32,685



33,079General and Administrative


8,917



10,109Restructuring Costs


264



4,744Impairment of Real Estate


9,155



Depreciation and Other Amortization


34,468



38,366Construction Expenses


209



17,883Total Expenses


85,698



104,181Other Income (Expense):Interest Income


1,075



561Interest Expense


(27,695
)


(28,098
)Amortization of Deferred Financing Costs


(821
)


(708
)Mark-to-Market
    (Loss) Gain on Interest Rate Protection Agreements


(134
)


1,115Gain from Early Retirement of Debt


355



Total Other Income (Expense)


(27,220
)


(27,130
)Loss from Continuing Operations Before Equity in (Loss) Income
    of Joint Ventures and Income Tax (Provision) Benefit


(23,171
)


(19,999
)Equity in (Loss) Income of Joint Ventures


(459
)


29Income Tax (Provision) Benefit


(111
)


1,837Loss from Continuing Operations


(23,741
)


(18,133
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $4,008 and $4,413 for the Three Months Ended
    March 31, 2010 and March 31, 2009, respectively)


4,252



5,091Benefit for Income Taxes Allocable to Discontinued Operations
    (Including $0 and $93 allocable to Gain on Sale of Real Estate
    for the Three Months Ended March 31, 2010 and
    March 31, 2009, respectively)






85Loss Before Gain on Sale of Real Estate


(19,489
)


(12,957
)Gain on Sale of Real Estate


1,073



460Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(394
)


(29
)Net Loss


(18,810
)


(12,526
)Less: Net Loss Attributable to the Noncontrolling Interest


1,896



1,982Net Loss Attributable to First Industrial Realty Trust,
    Inc.


(16,914
)


(10,544
)Less: Preferred Stock Dividends


(4,960
)


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

$
(21,874
)

$
(15,401
)Basic and Diluted Earnings Per Share:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.42
)

$
(0.45
)Income From Discontinued Operations Attributable to First
    Industrial Realty Trust, Inc.s Common Stockholders

$
0.06


$
0.10Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(0.35
)

$
(0.35
)Weighted Average Shares Outstanding


61,797



44,147    3




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009(Unaudited)(In thousands)Net Loss

$
(18,810
)

$
(12,526
)Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $414 and $25 for the Three Months Ended
    March 31, 2010 and March 31, 2009, respectively


(567
)


(2,215
)Amortization of Interest Rate Protection Agreements


505



(206
)Write-off of Unamortized Settlement Amounts of Interest Rate
    Protection Agreements


(145
)


Foreign Currency Translation Adjustment, Net of Income Tax
    Benefit of $468 and $503 for the Three Months Ended
    March 31, 2010 and March 31, 2009, respectively


688



(443
)Comprehensive Loss


(18,329
)


(15,390
)Comprehensive Loss Attributable to Noncontrolling Interest


1,858



2,099Comprehensive Loss Attributable to First Industrial Realty
    Trust, Inc.

$
(16,471
)

$
(13,291
)    4




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2010


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

$
(18,810
)

$
(12,526
)Adjustments to Reconcile Net Loss to Net Cash Provided by
    Operating Activities:Depreciation


26,883



28,452Amortization of Deferred Financing Costs


821



708Other Amortization


9,628



17,237Impairment of Real Estate


9,155



Provision for Bad Debt


645



624Mark-to-Market
    Loss (Gain) on Interest Rate Protection Agreements


134



(1,115
)Gain on Early Retirement of Debt


(355
)


Equity in Loss (Income) of Joint Ventures


459



(29
)Distributions from Joint Ventures


500



101Gain on Sale of Real Estate


(5,081
)


(4,873
)Decrease in Developments for Sale Costs






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


(3,959
)


6,774Increase in Deferred Rent Receivable


(2,731
)


(1,882
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(10,633
)


(12,708
)Decrease in Restricted Cash


3



Repayments of Discount on Senior Unsecured Debt


(1,775
)


Net Cash Provided by Operating Activities


4,884



20,776CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate and
    Lease Costs


(13,486
)


(28,787
)Net Proceeds from Sales of Investments in Real Estate


43,515



15,858Contributions to and Investments in Joint Ventures


(225
)


(1,735
)Distributions from Joint Ventures


725



2,937Repayments of Notes Receivable


228



Increase in Restricted Cash and Escrows


(22,732
)


Net Cash Provided by (Used in) Investing Activities


8,025



(11,727
)CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(4
)


Proceeds from the Issuance of Common Stock


5,970



Repurchase and Retirement of Restricted Stock


(268
)


(721
)Dividends/Distributions






(12,614
)Preferred Stock Dividends


(5,412
)


(6,089
)Payments on Interest Rate Swap Agreement


(152
)


Costs Associated with Early Retirement of Debt


(877
)


Proceeds from Origination of Mortgage Loans Payable


27,530



Repayments on Mortgage Loans Payable


(1,273
)


(905
)Debt Issuance Costs


(493
)


Repayments on Senior Unsecured Debt


(155,124
)


Proceeds from Unsecured Line of Credit


51,500



46,000Repayments on Unsecured Line of Credit


(10,341
)


Net Cash (Used in) Provided by Financing Activities


(88,944
)


25,671Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


284



(100
)Net (Decrease) Increase in Cash and Cash Equivalents


(76,035
)


34,720Cash and Cash Equivalents, Beginning of Period


182,943



3,182Cash and Cash Equivalents, End of Period

$
107,192


$
37,802    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 have not paid a common stock
    dividend to date in 2010 and may not pay dividends in future
    quarters in 2010 depending on our taxable income. If, to
    maintain our REIT status, we are required to pay common stock
    dividends with respect to 2010, we may elect to do so by
    distributing a combination of cash and common shares. Also, if
    we are not required to pay preferred stock dividends to maintain
    our REIT status, we may elect to suspend some or all preferred
    stock dividends for one or more fiscal quarters, which would aid
    compliance with the fixed charge coverage covenant under our
    Unsecured Line of Credit.
    Mortgage Financing During the three months
    ended March 31, 2010, we originated $27,530 in mortgage
    financings with maturities ranging from February 2015 to March
    2015 and an interest rate of 7.40% (see Note 5). We believe
    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 continue to engage various lenders regarding the
    origination of additional mortgage financings and the terms and
    conditions thereof. To the extent additional mortgage financing
    is originated, we expect to use proceeds received to pay down
    our other debt. No assurances can be made that additional
    mortgage financing will be obtained.
    Equity Financing During the three months
    ended March 31, 2010, we issued 875,402 shares of the
    Companys common stock, generating $5,970 in net proceeds,
    under the direct stock purchase component of the Companys
    Dividend Reinvestment and Direct Stock Purchase Plan
    (DRIP) (see Note 6). We may opportunistically
    access the equity markets again, subject to contractual
    restrictions, and may continue to issue shares under the direct
    stock purchase component of the DRIP. To the extent additional
    equity offerings occur, we expect to use the proceeds received
    to reduce our indebtedness.
    Asset Sales During the three months ended
    March 31, 2010, we sold three industrial properties and
    several land parcels for gross proceeds of $44,329 (see
    Note 8). We are in various stages of discussions with third
    parties for the sale of additional properties in 2010 and plan
    to continue to selectively market other properties for sale
    throughout 2010. We expect to use sales proceeds to pay down
    additional debt. If we are unable to sell properties on an
    advantageous basis, this may impair our liquidity and our
    ability to meet our financial covenants. 7




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Debt Reduction On February 8, 2010, we
    closed on a tender offer in which we purchased $72,702 of our
    senior unsecured debt maturing in 2011 (the 2011
    Notes), $66,236 of our senior unsecured debt maturing in
    2012 and $21,062 of our senior unsecured debt maturing in 2014.
    On April 26, 2010, we redeemed and retired the remaining
    outstanding balance of our 2011 Notes in the amount of $70,796.
    In connection with this redemption prior to maturity, we expect
    to recognize approximately $4.3 million as loss on early
    retirement of debt in the second quarter of 2010. We may from
    time to time repay additional amounts of our outstanding debt.
    Any repayments would depend upon prevailing market conditions,
    our liquidity requirements, contractual restrictions and other
    factors we consider important. Future repayments may materially
    impact our liquidity, future tax liability and results of
    operations.    3.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-K
  Form 10-Q Form 10-K,
      Restricted
    Cash
  and/or
 8




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##### Table of Contents



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


December 31,2010


2009In-Place Leases

$
67,537


$
69,785Less: Accumulated Amortization


(33,230
)


(32,788
)$
34,307


$
36,997Above Market Leases

$
7,244


$
7,298Less: Accumulated Amortization


(2,459
)


(2,341
)$
4,785


$
4,957Tenant Relationships

$
26,258


$
26,278Less: Accumulated Amortization


(8,822
)


(8,072
)$
17,436


$
18,206Total Deferred Leasing Intangibles, Net

$
56,528


$
60,160     March 31,


December 31,2010


2009Below Market Leases

$
38,372


$
39,125Less: Accumulated Amortization


(14,823
)


(14,371
)Total Deferred Leasing Intangibles, Net

$
23,549


$
24,754     Recent
    Accounting Pronouncements
    4.
    Investments
    in Joint Ventures and Property Management Services   9




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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 31,2010

2009Contributions

$
225


$
1,735Distributions

$
1,225


$
3,038Fees

$
2,067


$
2,718  10




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Mortgage
    and Other Loans Payable, Net, Senior Unsecured Debt, Net and
    Unsecured Line of Credit    EffectiveOutstanding


Interest


InterestBalance at


Rate at


Rate atMarch 31,


December 31,


March 31,


March 31,2010


2009


2010


2010


Maturity DateDecember 2010 -Mortgage and Other Loans Payable, Net

$
429,076


$
402,974



5.92% - 9.25%



4.93% -9.25%



September 2024Unamortized Premiums


(871
)


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

$
428,205


$
401,949Senior Unsecured Debt, Net2016 Notes

$
159,857


$
159,843



5.750%



5.91%



01/15/162017 Notes


87,189



87,187



7.500%



7.52%



12/01/172027 Notes


13,559



13,559



7.150%



7.11%



05/15/272028 Notes


189,863



189,862



7.600%



8.13%



07/15/282011 Notes


70,776



143,447



7.375%



7.39%



03/15/112012 Notes


77,719



143,837



6.875%



6.85%



04/15/122032 Notes


34,656



34,651



7.750%



7.87%



04/15/322014 Notes


85,916



105,253



6.420%



6.54%



06/01/142011 Exchangeable Notes*


145,160



144,870



4.625%



5.53%



09/15/112017 II Notes


117,613



117,605



5.950%



6.37%



05/15/17Subtotal

$
982,308


$
1,140,114Unamortized Discounts


8,997



11,191Senior Unsecured Debt, Gross

$
991,305


$
1,151,305Unsecured Line of Credit

$
497,224


$
455,244



1.259%



1.259%



09/28/12     *
    
    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 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 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. 11




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##### Table of Contents



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





PropertyIndustrial





CarryingProperties





Value atMortgage

Loan


Interest

Origination

Maturity

Amortization


Collateralizing


GLA


March 31,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


$
9,581II


7,200


7.40%

January 28, 2010

February 5, 2015


25-year



1



0.2



7,752III


4,300


7.40%

February 17, 2010

March 5, 2015


25-year



1



0.2



7,136IV


8,250


7.40%

February 24, 2010

March 5, 2015


25-year



1



0.3



12,419$
27,530




















$
36,888         PrincipalAmount


PurchaseRepurchased


Price2011 Notes

$
72,702


$
72,7012012 Notes


66,236



66,2342014 Notes


21,062



17,964$
160,000


$
156,899      12




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AmountRemainder of 2010

$
17,6412011


229,4052012


598,6542013


7,4262014


207,900Thereafter


855,708Total

$
1,916,734      13




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value
    March 31, 2010


December 31, 2009Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage and Other Loans Payable

$
429,076


$
451,773


$
402,974


$
407,706Senior Unsecured Debt


982,308



816,975



1,140,114



960,452Unsecured Line of Credit


497,224



473,374



455,244



422,561Total

$
1,908,608


$
1,742,122


$
1,998,332


$
1,790,719     6.
    Stockholders
    Equity  Shares
    of Common Stock and Noncontrolling Interest:
       14




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##### Table of Contents



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


March 31,2010


2009Noncontrolling Interest, Beginning of Period

$
64,806


$
122,117Net (Loss) Income


(1,896
)


(1,982
)Other Comprehensive Loss (Income)


38



(117
)Comprehensive Loss (Income)


(1,858
)


(2,099
)Conversion of Units to Common Stock


(18
)


(2,521
)Reallocation  Additional Paid In Capital


(773
)


(37,348
)Reallocation  Other Comprehensive Income


34



Noncontrolling Interest, End of Period

$
62,191


$
80,149   Restricted
    Stock:
    Dividend/Distributions:
  (iii) 3-month
    Three Months EndedMarch 31, 2010Dividend/Distribution


Totalper Share


DividendSeries F Preferred Stock

$
1,766.25


$
883Series 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    8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations   15




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009Total Revenues

$
384


$
2,834Property Expenses


(112
)


(1,027
)Depreciation and Amortization


(28
)


(1,129
)Gain on Sale of Real Estate


4,008



4,413Benefit for Income Taxes






85Income from Discontinued Operations

$
4,252


$
5,176    16




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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    Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009Interest paid, net of capitalized interest

$
30,223


$
28,534Capitalized interest

$



$
281Supplemental schedule of non-cash investing and financing
    activities:Exchange of Units for common stock:Noncontrolling interest

$
(18
)

$
(2,521
)Common stock






1Additional
    paid-in-capital


18



2,520$



$
Write-off of fully depreciated assets

$
(14,058
)

$
(16,865
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$



$
2,800  17




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2010


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

$
(23,741
)

$
(18,133
)Noncontrolling Interest Allocable to Continuing Operations


2,289



2,624Gain on Sale of Real Estate, Net of Income Tax


679



431Noncontrolling Interest Allocable to Gain on Sale of Real Estate


(54
)


(49
)Preferred Stock Dividends


(4,960
)


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

$
(25,787
)

$
(19,984
)Income from Discontinued Operations, Net of Income Tax

$
4,252


$
5,176Noncontrolling Interest Allocable to Discontinued Operations


(339
)


(593
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.

$
3,913


$
4,583Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(21,874
)

$
(15,401
)Denominator:Weighted Average Shares  Basic and Diluted


61,796,683



44,147,164Basic and Diluted EPS:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.42
)

$
(0.45
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.s Common Stockholders

$
0.06


$
0.10Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(0.35
)

$
(0.35
)     Allocation of





Allocation ofNet Income





Net IncomeAvailable to





Available toParticipating





ParticipatingSecurities For





Securities ForUnvested Awards


the Three Months


Unvested Awards


the Three MonthsOutstanding at


Ended


Outstanding at


EndedMarch 31,


March 31,


March 31,


March 31,2010


2010


2009


2009Participating Securities:Restricted Stock Awards


773,034







387,056



Restricted Unit Awards










1,053



773,034


$




388,109


$
  18




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##### Table of Contents



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


Number ofAwards


AwardsOutstanding At


Outstanding AtMarch 31,


March 31,2010


2009Non-Participating Securities:Restricted Unit Awards


1,218,800



1,000,000Options


139,700



162,634     11.
    Impairment
    Charges        Fair Value Measurements atMarch 31, 2010 Using:Quoted Prices inQuoted Prices in


Significant Other


Unobservable


TotalMarch 31,


Identical Assets


Observable Inputs


Inputs


GainsDescription

2010


(Level 1)


(Level 2)


(Level 3)


(Losses)Grand Rapids Property

$
4,122










$
4,122


$
(9,155
)     12.
    Restructuring
    Costs   19




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      13.
    Stock
    Based Compensation        14.
    Derivatives      iii) 3-month 30-year Mark-to-Market
 20




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##### Table of Contents



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


Fair Value As ofNotional





Trade


Maturity


March 31,


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


$



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


50,000



5.2175
%


October 2008



October 1, 2013



35



93Total Derivatives

$
100,000











Total


$
35


$
(174
)     *
    
    Fair value excludes quarterly settlement payment due on
    Series F Agreement. As of March 31, 2010 and
    December 31, 2009, the outstanding payable was $76 and
    $152, respectively.    Three Months EndedMarch 31,

March 31,Interest Rate Products

Location on Statement

2010

2009Loss Recognized in OCI (Effective Portion)

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

$
(567
)

$
(2,215
)Amortization Reclassified from OCI into Income

Interest Expense

$
(505
)

$
206Loss Recognized in Income (Unhedged Position)

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

$



$
(384
)   Mark-to-Market Mark-to-Market
   21




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Fair Value Measurements atMarch 31, 2010 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableMarch 31,


Identical Assets


Observable Inputs


InputsDescription

2010


(Level 1)


(Level 2)


(Level 3)Assets:Interest Rate Swap Agreement

$







$




Series F Agreement

$
35










$
35     30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning asset balance at December 31, 2009

$
93Total realized losses:Mark-to-Market
    of the Series F Agreement


(58
)Ending asset balance at March 31, 2010

$
35   15.
    Commitments
    and Contingencies     22




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      16.
    Subsequent
    Events      1997-2000) 1997-2000
   23




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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),
  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



Current
    Business Risks and Uncertainties
        
    Capital Retention  We plan to retain
    capital by distributing the minimum amount of dividends required
    to maintain our REIT status. We have not paid a common stock
    dividend to date in 2010 and may not pay dividends in future
    quarters in 2010 depending on our taxable income. If, to
    maintain our REIT status, we are required to pay common stock
    dividends with respect to 2010, we may elect to do so by
    distributing a combination of cash and common shares. Also, if
    we are not required to pay preferred stock dividends to maintain
    our REIT status, we may elect to suspend some or all preferred
    stock dividends for one or more fiscal quarters, which would aid
    compliance with the fixed charge coverage covenant under our
    Unsecured Line of Credit.
    Mortgage Financing  During the three
    months ended March 31, 2010, we originated
    $27.5 million in mortgage financings with maturities
    ranging from February 2015 to March 2015 and an interest rate of
    7.40% (see Note 5 to the Consolidated Financial
    Statements). We believe 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 continue to engage various lenders
    regarding the origination of additional mortgage financings and
    the terms and conditions thereof. To the extent additional
    mortgage financing is originated, we expect to use proceeds
    received to pay down our other debt. No assurances can be made
    that additional mortgage financing will be obtained.
    Equity Financing  During the three months
    ended March 31, 2010, we issued 875,402 shares of the
    Companys common stock, generating $6.0 million in net
    proceeds, under the direct stock purchase component of the
    Companys Dividend Reinvestment and Direct Stock Purchase
    Plan (DRIP) (see Note 6 to the Consolidated
    Financial Statements). We may opportunistically access the
    equity markets again, subject to contractual restrictions, and
    may continue to issue shares under the direct stock purchase 27




---



##### Table of Contents



component of the DRIP. To the extent additional equity offerings
    occur, we expect to use the proceeds received to reduce our
    indebtedness.  
    Asset Sales  During the three months
    ended March 31, 2010, we sold three industrial properties
    and several land parcels for gross proceeds of
    $44.3 million (see Note 8 to the Consolidated
    Financial Statements). We are in various stages of discussions
    with third parties for the sale of additional properties in 2010
    and plan to continue to selectively market other properties for
    sale throughout 2010. We expect to use sales proceeds to pay
    down additional debt. If we are unable to sell properties on an
    advantageous basis, this may impair our liquidity and our
    ability to meet our financial covenants.
    Debt Reduction  On February 8, 2010,
    we closed on a tender offer in which we purchased
    $72.7 million of our senior unsecured debt maturing in 2011
    (the 2011 Notes), $66.2 million of our senior
    unsecured debt maturing in 2012 and $21.1 million of our
    senior unsecured debt maturing in 2014. On April 26, 2010,
    we redeemed and retired the remaining outstanding balance of our
    2011 Notes in the amount of $70.8 million. In connection
    with this redemption prior to maturity, we expect to recognize
    approximately $4.3 million as loss on early retirement of
    debt in the second quarter of 2010. We may from time to time
    repay additional amounts of our outstanding debt. Any repayments
    would depend upon prevailing market conditions, our liquidity
    requirements, contractual restrictions and other factors we
    consider important. Future repayments may materially impact our
    liquidity, future tax liability and results of operations.    RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2010 to Three Months Ended
    March 31, 2009
       28




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009


$ Change


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

$
83,310


$
86,773


$
(3,463
)


(4.0
)%Acquired Properties














Sold Properties


372



2,803



(2,431
)


(86.7
)%(Re)Developments and Land, Not Included Above


2,757



1,629



1,128



69.2
%Other


3,422



4,510



(1,088
)


(24.1
)%$
89,861


$
95,715


$
(5,854
)


(6.1
)%Discontinued Operations


(384
)


(2,834
)


2,450



(86.5
)%Subtotal Revenues

$
89,477


$
92,881


$
(3,404
)


(3.7
)%Construction Revenues


270



18,431



(18,161
)


(98.5
)%Total Revenues

$
89,747


$
111,312


$
(21,565
)


(19.4
)%     Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009


$ Change


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

$
28,249


$
29,421


$
(1,172
)


(4.0
)%Acquired Properties














Sold Properties


54



891



(837
)


(93.9
)%(Re)Developments and Land, Not Included Above


1,183



1,169



14



1.2
%Other


3,311



2,625



686



26.1
%$
32,797


$
34,106


$
(1,309
)


(3.8
)%Discontinued Operations


(112
)


(1,027
)


915



(89.1
)%Total Property Expenses

$
32,685


$
33,079


$
(394
)


(1.2
)%Construction Expenses


209



17,883



(17,674
)


(98.8
)%Total Property and Construction Expenses

$
32,894


$
50,962


$
(18,068
)


(35.5
)%    29




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009


$ Change


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

$
32,671


$
36,736


$
(4,065
)


(11.1
)%Acquired Properties














Sold Properties


26



1,088



(1,062
)


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


1,293



1,074



219



20.4
%Corporate Furniture, Fixtures and Equipment


506



597



(91
)


(15.2
)%$
34,496


$
39,495


$
(4,999
)


(12.7
)%Discontinued Operations


(28
)


(1,129
)


1,101



(97.5
)%Total Depreciation and Other Amortization

$
34,468


$
38,366


$
(3,898
)


(10.2
)%        30




---



##### Table of Contents



30-year Mark-to-Market Mark-to-Market
  Mark-to-Market
          Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009($ in 000s)Total Revenues

$
384


$
2,834Property Expenses


(112
)


(1,027
)Depreciation and Amortization


(28
)


(1,129
)Gain on Sale of Real Estate


4,008



4,413Benefit for Income Taxes






85Income from Discontinued Operations

$
4,252


$
5,176      31




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
         32




---



##### Table of Contents



Three
    Months Ended March 31, 2010
                Market
    Risk
    Interest
    Rate Risk
     33




---



##### Table of Contents



Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
    Subsequent
    Events
      1997-2000)
 34




---



##### Table of Contents



1997-2000
    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),
   35




---



##### 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.
    (Removed
    and Reserve)    Item 5.
    Other
    Information   36




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description10
.1

Form of Restricted Stock Agreement (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed March 4, 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
    
    Indicates a compensatory plan or arrangement contemplated by
    Item 15a(3) of
    Form 10-K. 37




---



##### Table of Contents



SIGNATURE      By:
    /s/  Scott
    A. Musil       38




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description10
.1

Form of Restricted Stock Agreement (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed March 4, 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
    
    Indicates a compensatory plan or arrangement contemplated by
    Item 15a(3) of
    Form 10-K. 39