##### 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,
    2009o

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

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

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




---



##### 



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

Financial  Statements


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


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


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


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


5Notes to Consolidated Financial Statements


6Item 2.

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


30Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


45Item 4.

Controls and Procedures


45PART II: OTHER INFORMATIONItem 1.

Legal Proceedings


46Item 1A.

Risk Factors


46Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


46Item 3.

Defaults Upon Senior Securities


46Item 4.

Submission of Matters to a Vote of Security
    Holders


46Item 5.

Other Information


46Item 6.

Exhibits


47SIGNATURE


48EXHIBIT INDEX


49EX-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)September 30,


December 31,2009


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

$
761,411


$
776,991Buildings and Improvements


2,533,433



2,551,450Construction in Progress


28,355



57,156Less: Accumulated Depreciation


(576,630
)


(523,108
)Net Investment in Real Estate


2,746,569



2,862,489Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $7,357 and $2,251 at September 30, 2009 and
    December 31, 2008, respectively


49,718



21,117Cash and Cash Equivalents


19,072



3,182Restricted Cash


102



109Tenant Accounts Receivable, Net


3,137



10,414Investments in Joint Ventures


10,556



16,299Deferred Rent Receivable, Net


37,607



32,984Deferred Financing Costs, Net


14,320



12,091Deferred Leasing Intangibles, Net


71,814



90,342Prepaid Expenses and Other Assets, Net


170,722



174,474Total Assets

$
3,123,617


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

$
270,353


$
77,396Senior Unsecured Debt, Net


1,251,025



1,511,955Unsecured Line of Credit


469,588



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


89,952



128,828Deferred Leasing Intangibles, Net


25,999



30,754Rents Received in Advance and Security Deposits


26,028



26,181Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $241 and $254 at September 30, 2009 and
    December 31, 2008, respectively


1,000



541Dividends Payable






13,846Total Liabilities


2,133,945



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 September 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, 52,268,553 and 48,976,296 shares issued and
    47,944,439 and 44,652,182 shares outstanding at
    September 30, 2009 and December 31, 2008, respectively)


523



490Additional
    Paid-in-Capital


1,469,434



1,398,024Distributions in Excess of Accumulated Earnings


(395,290
)


(370,229
)Accumulated Other Comprehensive Loss


(19,311
)


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


(140,018
)


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


915,338



868,599Noncontrolling Interest


74,334



122,117Total Equity


989,672



990,716Total Liabilities and Equity

$
3,123,617


$
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


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


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

$
66,747


$
65,369


$
201,954


$
193,967Tenant Recoveries and Other Income


22,397



25,730



69,235



78,964Construction Revenues


15,954



45,202



52,703



101,600Total Revenues


105,098



136,301



323,892



374,531Expenses:Property Expenses


30,371



30,114



94,088



93,173General and Administrative


8,391



18,088



30,141



64,342Restructuring Costs


1,380







6,196



Impairment of Real Estate


6,934







6,934



Depreciation and Other Amortization


37,033



38,713



111,732



118,432Construction Expenses


14,895



41,895



50,567



96,628Total Expenses


99,004



128,810



299,658



372,575Other Income/(Expense):Interest Income


731



1,054



2,013



2,816Interest Expense


(29,119
)


(27,039
)


(86,608
)


(84,301
)Amortization of Deferred Financing Costs


(758
)


(707
)


(2,220
)


(2,132
)Gain from Early Retirement of Debt


18,179



1,260



22,165



2,749Mark-to-Market
    (Loss) Gain on Interest Rate Protection Agreements


(555
)






2,861



Total Other Income/(Expense)


(11,522
)


(25,432
)


(61,789
)


(80,868
)Loss from Continuing Operations Before Equity in (Loss) Income
    of Joint Ventures and Income Tax Benefit


(5,428
)


(17,941
)


(37,555
)


(78,912
)Equity in (Loss) Income of Joint Ventures


(5,889
)


725



(4,309
)


7,295Income Tax Benefit


6,114



2,074



10,975



7,276Loss from Continuing Operations


(5,203
)


(15,142
)


(30,889
)


(64,341
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $6,734 and $22,548 for the Three Months Ended
    September 30, 2009 and September 30, 2008,
    respectively, and $15,054 and $166,393 for the Nine Months Ended
    September 30, 2009 and September 30, 2008,
    respectively)


7,430



24,130



16,724



179,389(Provision) Benefit for Income Taxes Allocable to Discontinued
    Operations (Including $(238) and $26 Allocable to Gain on Sale
    of Real Estate for the Three Months Ended September 30,
    2009 and September 30, 2008, respectively, and $158 and
    $(2,748) for the Nine Months Ended September 30, 2009 and
    September 30, 2008, respectively)


(96
)


(75
)


30



(3,379
)Income (Loss) Before Gain on Sale of Real Estate


2,131



8,913



(14,135
)


111,669Gain on Sale of Real Estate


261







721



12,008Benefit (Provision) for Income Taxes Allocable to Gain on Sale
    of Real Estate


380







(151
)


(2,909
)Net Income (Loss)


2,772



8,913



(13,565
)


120,768Less: Net Loss (Income) Attributable to the Noncontrolling
    Interest


193



(454
)


3,100



(13,293
)Net Income (Loss) Attributable to First Industrial Realty Trust,
    Inc.


2,965



8,459



(10,465
)


107,475Less: Preferred Stock Dividends


(4,913
)


(4,857
)


(14,594
)


(14,571
)Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders and Participating Securities

$
(1,948
)

$
3,602


$
(25,059
)

$
92,904Basic and Diluted Earnings Per Share:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.19
)

$
(0.40
)

$
(0.89
)

$
(1.42
)Income From Discontinued Operations Attributable to First
    Industrial Realty Trust, Inc.s Common Stockholders

$
0.14


$
0.49


$
0.33


$
3.52Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders

$
(0.04
)

$
0.08


$
(0.56
)

$
2.10Weighted Average Shares Outstanding, Basic and Diluted


45,360



43,151



44,653



43,088Dividends/Distribution Declared per Common Share Outstanding

$
0.00


$
0.72


$
0.00


$
2.16    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


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


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

$
2,772


$
8,913


$
(13,565
)

$
120,768Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    (Provision) Benefit of $(149) and $52 for the Three Months Ended
    September 30, 2009 and September 30, 2008,
    respectively, and $(390) and $(32) for the Nine Months Ended
    September 30, 2009 and September 30, 2008, respectively


320



(1,878
)


(716
)


1,655Amortization of Interest Rate Protection Agreements


479



(206
)


311



(584
)Write-off of Unamortized Settlement of Interest Rate Protection
    Agreements


3



376



(60
)


831Foreign Currency Translation Adjustment, Net of Tax (Provision)
    Benefit of $(1,510) and $507 for the Three Months Ended
    September 30, 2009 and September 30, 2008,
    respectively, and $(2,436) and $922 for the Nine Months Ended
    September 30, 2009 and September 30, 2008, respectively


946



(570
)


1,395



(958
)Comprehensive Income (Loss)


4,520



6,635



(12,635
)


121,712Comprehensive (Income) Loss Attributable to Noncontrolling
    Interest


(154
)


(174
)


2,527



(13,423
)Comprehensive Income (Loss) Attributable to First Industrial
    Realty Trust, Inc.

$
4,366


$
6,461


$
(10,108
)

$
108,289    4




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##### Table of Contents



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


Nine MonthsEnded


EndedSeptember 30,


September 30,2009


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

$
(13,565
)

$
120,768Adjustments to Reconcile Net (Loss) Income to Net Cash Provided
    by Operating Activities:Depreciation


85,388



86,378Amortization of Deferred Financing Costs


2,220



2,132Other Amortization


40,765



48,806Provision for Bad Debt


2,872



2,752Mark-to-Market
    Gain on Interest Rate Protection Agreements


(2,861
)


Equity in Loss (Income) of Joint Ventures


4,309



(7,295
)Impairment of Real Estate


6,934



Distributions from Joint Ventures


1,127



9,934Gain on Sale of Real Estate


(15,775
)


(178,401
)Gain from Early Retirement of Debt


(22,165
)


(2,749
)Decrease in Developments for Sale Costs


812



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


12,851



(32,580
)Increase in Deferred Rent Receivable


(5,850
)


(4,689
)(Decrease) Increase in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(16,579
)


12,578Decrease in Restricted Cash


7



90Cash Book Overdraft






934Net Cash Provided by Operating Activities


80,490



60,518CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(62,375
)


(494,912
)Net Proceeds from Sales of Investments in Real Estate


41,199



479,938Contributions to and Investments in Joint Ventures


(3,170
)


(14,703
)Distributions from Joint Ventures


6,942



7,934Funding of Notes Receivable






(10,325
)Repayment of Mortgage Loans Receivable


2,933



62,271Increase in Restricted Cash






(1,166
)Net Cash (Used in) Provided by Investing Activities


(14,471
)


29,037CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(144
)


(185
)Net Proceeds from the Issuance of Common Stock


15,920



174Repurchase of Restricted Stock


(726
)


(3,787
)Dividends/Distributions


(12,614
)


(108,922
)Preferred Stock Dividends


(15,826
)


(15,803
)Proceeds from Origination of Mortgage Loans Payable


201,260



Repayments on Mortgage Loans Payable


(7,766
)


(2,387
)Debt Issuance Costs


(4,912
)


(76
)Repurchase of Equity Component of Exchangeable Notes


(22
)


Settlement of Interest Rate Protection Agreements


(7,491
)


Repayments of Senior Unsecured Debt


(240,903
)


(32,526
)Proceeds from Unsecured Line of Credit


46,000



476,920Repayments on Unsecured Line of Credit


(23,000
)


(402,000
)Net Cash Used in Financing Activities


(50,224
)


(88,592
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


95



138Net Increase in Cash and Cash Equivalents


15,795



963Cash and Cash Equivalents, Beginning of Period


3,182



5,757Cash and Cash Equivalents, End of Period

$
19,072


$
6,858    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, July 2009 or October 2009 and may not pay dividends
    for the last quarter in 2009 depending on our taxable income. If
    we are required to pay common stock dividends for 2009, we may
    elect to satisfy this obligation by distributing a combination
    of cash and common shares.
    Mortgage Financing During the three and nine
    months ended September 30, 2009, we originated $47,080 and
    $201,260, respectively, in mortgage financings with maturities
    ranging from September 2014 to July 2019 and interest rates
    ranging from 6.42% to 7.87% (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 are in active discussions with various lenders
    regarding the origination of additional mortgage financings and
    the terms and conditions thereof. We expect to use proceeds from
    our mortgage financings to pay down our debt. No assurances can
    be made that additional mortgage financing will be obtained.
    Equity Financing During the three and nine
    months ended September 30, 2009, we sold
    3,034,120 shares of the Companys common stock,
    generating approximately $15,920 in net proceeds, under the
    direct stock purchase component of the Companys Dividend
    Reinvestment and Direct Stock Purchase Plan (DRIP).
    On September 29, 2009, we agreed to sell in an underwritten
    public offering 12,500,000 shares, with an underwriters
    overallotment option to purchase up to 1,875,000 additional
    shares, of the Companys common stock at a price to the
    public of $5.25 per share (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. We expect to
    use the proceeds from our equity sales to reduce our
    indebtedness.
    Asset Sales During the three and nine months
    ended September 30, 2009 we sold five industrial properties
    and several land parcels, and 11 industrial properties and
    several land parcels, respectively, for gross proceeds of
    $23,753 and $57,238, respectively. 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. 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 During the three and nine
    months ended September 30, 2009, we repurchased $123,712
    and $158,691, respectively, of our senior unsecured notes
    (including $19,279 of our 2009 Notes prior to their repayment at
    maturity on June 15, 2009) (see Note 5), at a discount to
    the principal amounts of the notes. 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. 7




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     3.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-K
  Form 10-Q Form 10-K,
      Deferred
    Leasing Intangibles
    September 30,


December 31,2009


2008In-Place Leases

$
73,560


$
84,424Less: Accumulated Amortization


(32,468
)


(30,350
)$
41,092


$
54,074Above Market Leases

$
13,870


$
15,830Less: Accumulated Amortization


(2,610
)


(2,607
)$
11,260


$
13,223Tenant Relationships

$
27,034


$
28,717Less: Accumulated Amortization


(7,572
)


(5,672
)$
19,462


$
23,045Total Deferred Leasing Intangibles, Net

$
71,814


$
90,342  8




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##### Table of Contents



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


December 31,2009


2008Below Market Leases

$
40,913


$
42,856Less: Accumulated Amortization


(14,914
)


(12,102
)Total Deferred Leasing Intangibles, Net

$
25,999


$
30,754     Income
    Taxes
    Recent
    Accounting Pronouncements
    Form 10-Q
  Form 10-Q
   9




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Paid-in-Capital
             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




---



##### Table of Contents



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


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008Contributions

$
449


$
3,585


$
3,170


$
13,999Distributions

$
1,126


$
6,636


$
8,069


$
17,868Fees

$
3,450


$
5,969


$
9,008


$
15,257  12




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##### Table of Contents



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





EffectiveBalance at


Interest


Interest(As Adjusted)


Rate at


Rate atSeptember 30,


December 31,


September 30,


September 30,2009


2008


2009


2009


Maturity DateDecember 2010 -Mortgage Loans Payable, Net

$
270,353


$
77,396



5.92
% - 9.25%


4.93
% - 9.25%


September 2024Unamortized Premiums


(1,180
)


(1,717
)Mortgage Loans Payable, Gross

$
269,173


$
75,679Senior Unsecured Debt, Net2016 Notes

$
175,117


$
194,524



5.750
%


5.91
%


01/15/162017 Notes


91,053



99,914



7.500
%


7.52
%


12/01/172027 Notes


15,057



15,056



7.150
%


7.11
%


05/15/272028 Notes


199,852



199,846



7.600
%


8.13
%


07/15/282011 Notes


155,831



199,868



7.375
%


7.39
%


03/15/112012 Notes


143,812



199,546



6.875
%


6.85
%


04/15/122032 Notes


49,497



49,480



7.750
%


7.87
%


04/15/322009 Notes






124,980



5.250
%


4.10
%


06/15/092014 Notes


106,763



114,921



6.420
%


6.54
%


06/01/142011 Exchangeable Notes*


195,857



195,657



4.625
%


5.53
%


09/15/112017 II Notes


118,186



118,163



5.950
%


6.37
%


05/15/17Subtotal

$
1,251,025


$
1,511,955Unamortized Discounts


13,063



16,545Senior Unsecured Debt, Gross

$
1,264,088


$
1,528,500Unsecured Line of Credit

$
469,588


$
443,284



1.281
%


1.281
%


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 initially issued and outstanding was
    $200,000. The 2011 Exchangeable Notes have an initial exchange
    rate of 19.6356 shares of our common stock per $1,000
    principal amount, representing an exchange price of
    approximately $50.93 per common share 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 13




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##### Table of Contents



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





PropertyIndustrial





CarryingProperties





Value atMortgage

Loan


Interest

Origination

Maturity

Amortization


Collateralizing


GLA


September 30,Financing

Principal


Rate

Date

Date

Period


Mortgage


(In millions)


2009I

$
14,680


7.50%

May 7, 2009

June 5, 2016


25-year



1



0.6


$
22,113II

$
62,500


7.75%

May 8, 2009

June 1, 2016


25-year



26



3.1


$
93,575III

$
77,000


7.87%

June 3, 2009

July 1, 2019


30-year



28



2.6


$
127,047$
2,000


7.50%

August 27, 2009

September 5, 2014


22-year



1



0.1


$
3,622IV

$
5,850


7.60%

August 27, 2009

September 5, 2016


25-year



1



0.2


$
10,043$
5,000


7.60%

August 26, 2009

September 5, 2016


25-year



1



0.2


$
6,624$
7,350


6.95%

September 21, 2009

October 15, 2014


25-year



7



0.2


$
8,296V

$
4,100


7.05%






25-year



1



0.1


$
5,086$
8,900


7.05%






25-year



5



0.5


$
11,878VI

$
13,880


6.42%

September 24, 2009

November 1, 2014


25-year



5



0.3


$
17,910$
201,260




















$
306,194          14




---



##### Table of Contents



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


Purchase PriceFor the


For the


For the


For theThree Months


Nine Months


Three Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2009


2009


20092009 Notes

$



$
19,279


$



$
19,0642011 Notes


44,102



44,102



40,438



40,4382011 Exchangeable Notes


1,000



1,000



870



8702012 Notes


40,235



55,935



36,606



48,5192014 Notes


10,000



10,000



7,100



7,1002016 Notes


19,500



19,500



12,115



12,1152017 Notes


8,875



8,875



7,098



7,098$
123,712


$
158,691


$
104,227


$
135,204       AmountRemainder of 2009

$
1,0312010


17,4472011


364,7302012


621,2072013


5,519Thereafter


992,915Total

$
2,002,849    15




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value
    September 30, 2009


December 31, 2008Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage Loans Payable, Net

$
270,353


$
269,059


$
77,396


$
75,817Senior Unsecured Debt, Net


1,251,025



984,305



1,511,955



1,033,283Unsecured Line of Credit


469,588



420,801



443,284



400,849Total

$
1,990,966


$
1,674,165


$
2,032,635


$
1,509,949     6.
    Stockholders
    Equity  Shares
    of Common Stock:
      30-day
   16




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FirstIndustrialRealty Trust,Inc.Common


NoncontrollingTotal


Stockholders


InterestTotal Equity, December 31, 2008 (As Adjusted)

$
990,716


$
868,599


$
122,117Net Loss


(13,565
)


(10,465
)


(3,100
)Other Comprehensive Loss


930



357



573Comprehensive Loss


(12,635
)


(10,108
)


(2,527
)Conversion of Units to Common Stock






3



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


11,037



11,037



Conversion of Units to Common Stock






6,441



(6,441
)Issuance of Common Stock


16,040



16,040



Reallocation of Noncontrolling Interest






38,812



(38,812
)Repurchase and Retirement of Restricted Stock Awards/Common Stock


(726
)


(726
)


Stock Offering Costs


(144
)


(144
)


Repurchase of Equity Component Exchangeable Notes


(22
)


(22
)


Distributions in Excess of Accumulated Earnings:Preferred Dividends


(14,594
)


(14,594
)


Total Equity, September 30, 2009

$
989,672


$
915,338


$
74,334   Restricted
    Stock/Units:
       17




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##### Table of Contents



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

Totalper Share

DividendSeries F Preferred Stock

$
4,724.00


$
2,362Series 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.
    Acquisition
    of Real Estate      Intangible
    Assets Subject to Amortization in the Period of
    Acquisition
    Nine Months

Nine MonthsEnded

EndedSeptember 30,

September 30,2009

2008In-Place Leases

$



$
19,346Above Market Leases

$



$
61Tenant Relationships

$



$
6,973Below Market Leases

$



$
(3,482
)  18




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##### Table of Contents



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

Nine MonthsEnded

EndedSeptember 30,

September 30,2009

2008In-Place Leases


N/A



116Above Market Leases


N/A



43Tenant Relationships


N/A



92Below Market Leases


N/A



34   8.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations          Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30, 2009


September 30, 2008


September 30, 2009


September 30, 2008Total Revenues

$
1,344


$
5,046


$
5,563


$
34,663Property Expenses


(197
)


(1,810
)


(1,601
)


(12,611
)Depreciation and Amortization


(451
)


(1,654
)


(2,292
)


(9,056
)Gain on Sale of Real Estate


6,734



22,548



15,054



166,393(Provision) Benefit for Income Taxes


(96
)


(75
)


30



(3,379
)Income from Discontinued Operations

$
7,334


$
24,055


$
16,754


$
176,010    19




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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)Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008Interest paid, net of capitalized interest

$
88,965


$
85,103Capitalized interest

$
281


$
6,711Supplemental schedule of noncash investing and financing
    activities:Distribution payable on common stock/Units

$



$
36,425Distribution payable on preferred stock

$



$
Exchange of Units for common stock:Noncontrolling interest

$
(6,444
)

$
(4,187
)Common stock


3



2Additional
    paid-in-capital


6,441



4,185$



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

$



$
(464
)Mortgage debt

$



$
(7,852
)Write-off of fully depreciated assets

$
(42,253
)

$
(58,469
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$
12,615


$
62,613  20




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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


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008Numerator:Loss from Continuing Operations

$
(5,203
)

$
(15,142
)

$
(30,889
)

$
(64,341
)Noncontrolling Interest Allocable to Continuing Operations


1,051



2,531



5,018



9,901Loss from Continuing Operations, Net of Noncontrolling Interest
    and Income Tax Benefit


(4,152
)


(12,611
)


(25,871
)


(54,440
)Gain on Sale of Real Estate


261







721



12,008Income Tax Benefit (Provision) Allocable to Gain on Sale of Real
    Estate


380







(151
)


(2,909
)Noncontrolling Interest Allocable to Gain on Sale of Real Estate


(69
)






(63
)


(1,140
)Preferred Stock Dividends


(4,913
)


(4,857
)


(14,594
)


(14,571
)Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(8,493
)

$
(17,468
)

$
(39,958
)

$
(61,052
)Income from Discontinued Operations

$
7,430


$
24,130


$
16,724


$
179,389Income Tax (Provision) Benefit Allocable to Discontinued
    Operations


(96
)


(75
)


30



(3,379
)Noncontrolling Interest Allocable to Discontinued Operations


(789
)


(2,985
)


(1,855
)


(22,054
)Discontinued Operations Allocable to Participating Securities






(95
)






(2,290
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.

$
6,545


$
20,975


$
14,899


$
151,666Net (Loss) Income Available

$
(1,948
)

$
3,602


$
(25,059
)

$
92,904Net Income Allocable to Participating Securities






(95
)






(2,290
)Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders

$
(1,948
)

$
3,507


$
(25,059
)

$
90,614Denominator:Weighted Average Shares  Basic and Diluted


45,360,288



43,150,905



44,653,170



43,087,942Basic and Diluted EPS:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.19
)

$
(0.40
)

$
(0.89
)

$
(1.42
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.s Common Stockholders

$
0.14


$
0.49


$
0.33


$
3.52Net (Loss) Income Available to First Industrial Realty Trust,
    Inc.s Common Stockholders

$
(0.04
)

$
0.08


$
(0.56
)

$
2.10    21




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            11.
    Income
    Taxes   22




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##### Table of Contents



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


December 31,2009


2008Bad debt expense

$



$
196Investment in Joint Ventures


1,793



19,621Fixed assets


1,259



9,625Prepaid rent


35



494Capitalized general and administrative expense under 263A






3,711Deferred losses/gains






71Accrued contingency loss






377Restricted stock






2,326Accrual for Restructuring Costs






751Abandoned Project Costs






1,150State net operating loss carrying forward






131Valuation Allowance


(3,059
)


(19,501
)Other


513



836Total deferred tax assets

$
541


$
19,788Straight-line rent


(541
)


(1,936
)Fixed assets






(53
)Capitalized interest under 263A






(362
)Other






(243
)Total deferred tax liabilities

$
(541
)

$
(2,594
)Total net deferred tax asset

$



$
17,194     Michigan
    Tax Issue
  1997-2000) to
   23




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1997-2000
  12.
    Impairment
    Charges          Fair Value Measurements atSeptember 30, 2009 Using:Quoted Prices inActive Markets for

Significant Other

Unobservable

TotalSeptember 30,

Identical Assets

Observable Inputs

Inputs

GainsDescription

2009

(Level 1)

(Level 2)

(Level 3)

(Losses)Long-lived assets held and used

$
3,830










$
3,830


$
(6,934
)Unconsolidated Joint Venture investments

$
3,645










$
3,645


$
(3,879
)   and/or
  13.
    Restructuring
    Costs   24




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    Stock
    Based Compensation        September 30,2009Stock price

$
5.25Exercise price

$
7.94Expected dividend yield


0.0
%Expected stock volatility


128.4
%Risk-free interest rate


0.41
%Expected life (years)


0.06Value

$
0.09      25




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Derivatives          (iii) 3-month 30-year
 26




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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


Fixed


Trade


Maturity


September 30,


December 31,Hedge Product

Amount


Pay Rate


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



(519
)


(858
)Total derivatives designated as hedging instruments:

$
169,500














$
(519
)

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


50,000



5.2175
%


October 2008



October 1, 2013



(867
)


(3,073
)Total Derivatives

$
219,500











Total


$
(1,386
)

$
(10,812
)     *
    
    * Fair value excludes quarterly settlement payment due on
    Series F Agreement. For the three months ended
    September 30, 2009, the quarterly payable was $116.    Three Months Ended

Nine Months EndedSeptember 30,

September 30,

September 30,

September 30,Interest Rate Products*

Location on Statement

2009

2008

2009

2008Income (Loss) Recognized in OCI (Effective Portion)

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

$
163


$
(1,796
)

$
(1,245
)

$
1,614Amortization Reclassified from OCI into Income

Interest Expense

$
(479
)

$
206


$
(311
)

$
584Gain Recognized in Income (Unhedged Position)

Mark-to-Market Gain on
    Interest Rate Protection Agreements

$



$



$
974


$
     *
    
    Includes Forward Starting Agreement 1, Forward Starting
    Agreement 2, Interest Rate Swap Agreement and interest rate
    protection agreements settled in previous periods.     27




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##### Table of Contents



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

Significant Other

UnobservableSeptember 30,

Identical Assets

Observable Inputs

InputsDescription

2009

(Level 1)

(Level 2)

(Level 3)Liabilities:Interest Rate Swap Agreement

$
519






$
519



Series F Agreement

$
983










$
983     30-year
    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


2,090Ending liability balance at September 30, 2009

$
(983
)  28




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Commitments
    and Contingencies          17.
    Subsequent
    Events  Form 10-Q,
           29




---



##### 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
     30




---



##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
       MANAGEMENTS
    OVERVIEW
     31




---



##### Table of Contents



and/or
     32




---



##### 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 did not pay a common dividend in
    April 2009, July 2009 or October 2009 and may not pay dividends
    for the last quarter of 2009 depending on our taxable income. If
    we are required to pay common stock dividends for 2009, we may
    elect to satisfy this obligation by distributing a combination
    of cash and common shares.
    Mortgage Financing During the three and nine
    months ended September 30, 2009, we originated $47.1 and
    $201.3 million, respectively, in mortgage financings with
    maturities ranging from September 2014 to July 2019 and interest
    rates ranging from 6.42% to 7.87% (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 are
    in active discussions with various lenders regarding the
    origination of additional mortgage financing and the terms and
    conditions thereof. We expect to use proceeds from our mortgage
    financings to pay down our debt. No assurances can be made that
    additional mortgage financing will be obtained.
    Equity Financing During the three and nine
    months ended September 30, 2009, we sold
    3,034,120 shares of the companys common stock,
    generating approximately $15.9 million in net proceeds,
    under the direct stock purchase component of the Companys
    Dividend Reinvestment and Direct Stock Purchase Plan
    (DRIP). On September 29, 2009, we agreed to
    sell in an underwritten public offering 12,500,000 shares,
    with an underwriters overallotment option to purchase up to
    1,875,000 additional shares, of the Companys common stock
    at a price to the public of $5.25 per share (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. We
    expect to use the proceeds from our equity sales to reduce our
    indebtedness. 33




---



##### Table of Contents




    Asset Sales During the three and nine months
    ended September 30, 2009 we sold five industrial properties
    and several land parcels, and 11 industrial properties and
    several land parcels, respectively, for gross proceeds of $23.8
    million and $57.2 million, respectively. 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. 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 During the three and nine
    months ended September 30, 2009, we repurchased
    $123.7 million and $158.7 million, respectively, of
    our senior unsecured notes (including $19.3 million of our
    2009 Notes prior to their repayment at maturity on June 15,
    2009) (see Note 5 to the Consolidated Financial Statements)
    at a discount to the principal amounts of the notes. 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 Nine Months Ended September 30, 2009 to Nine Months
    Ended September 30, 2008
       34




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
222,937


$
238,615


$
(15,678
)


(6.6
)%Acquired Properties


21,083



7,927



13,156



166.0
%Sold Properties


1,730



30,519



(28,789
)


(94.3
)%(Re)Developments and Land, Not Included Above


17,090



8,111



8,979



110.7
%Other


13,912



22,422



(8,510
)


(38.0
)%$
276,752


$
307,594


$
(30,842
)


(10.0
)%Discontinued Operations


(5,563
)


(34,663
)


29,100



(84.0
)%Subtotal Revenues

$
271,189


$
272,931


$
(1,742
)


(0.6
)%Construction Revenues


52,703



101,600



(48,897
)


(48.1
)%Total Revenues

$
323,892


$
374,531


$
(50,639
)


(13.5
)%     Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
72,696


$
76,758


$
(4,062
)


(5.3
)%Acquired Properties


5,021



1,540



3,481



226.0
%Sold Properties


542



10,534



(9,992
)


(94.9
)%(Re)Developments and Land, Not Included Above


6,471



5,147



1,324



25.7
%Other


10,959



11,805



(846
)


(7.2
)%$
95,689


$
105,784


$
(10,095
)


(9.5
)%Discontinued Operations


(1,601
)


(12,611
)


11,010



(87.3
)%Total Property Expenses

$
94,088


$
93,173


$
915



1.0
%Construction Expenses


50,567



96,628



(46,061
)


(47.7
)%Total Property and Construction Expenses

$
144,655


$
189,801


$
(45,146
)


(23.8
)%  35




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
93,218


$
106,396


$
(13,178
)


(12.4
)%Acquired Properties


10,195



6,760



3,435



50.8
%Sold Properties


745



7,387



(6,642
)


(89.9
)%(Re)Developments and Land, Not Included Above and Other


8,197



5,432



2,765



50.9
%Corporate Furniture, Fixtures and Equipment


1,669



1,513



156



10.3
%$
114,024


$
127,488


$
(13,464
)


(10.6
)%Discontinued Operations


(2,292
)


(9,056
)


6,764



(74.7
)%Total Depreciation and Other Amortization

$
111,732


$
118,432


$
(6,700
)


(5.7
)%    36




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##### Table of Contents



30-year Mark-to-Market
  Mark-to-Market
     37




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


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

$
5,563


$
34,663Property Expenses


(1,601
)


(12,611
)Depreciation and Amortization


(2,292
)


(9,056
)Gain on Sale of Real Estate


15,054



166,393Benefit (Provision) for Income Taxes


30



(3,379
)Income from Discontinued Operations

$
16,754


$
176,010         Comparison
    of Three Months Ended September 30, 2009 to Three Months
    Ended September 30, 2008
     38




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
72,757


$
77,052


$
(4,295
)


(5.6
)%Acquired Properties


6,965



4,186



2,779



66.4
%Sold Properties


108



3,632



(3,524
)


(97.0
)%(Re)Developments and Land, Not Included Above


5,555



3,574



1,981



55.4
%Other


5,103



7,701



(2,598
)


(33.7
)%$
90,488


$
96,145


$
(5,657
)


(5.9
)%Discontinued Operations


(1,344
)


(5,046
)


3,702



(73.4
)%Subtotal Revenues

$
89,144


$
91,099


$
(1,955
)


(2.1
)%Construction Revenues


15,954



45,202



(29,248
)


(64.7
)%Total Revenues

$
105,098


$
136,301


$
(31,203
)


(22.9
)%     Three Months


Three MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
23,217


$
24,389


$
(1,172
)


(4.8
)%Acquired Properties


2,126



740



1,386



187.3
%Sold Properties


(158
)


1,310



(1,468
)


(112.1
)%(Re)Developments and Land, Not Included Above


1,510



1,760



(250
)


(14.2
)%Other


3,873



3,725



148



4.0
%$
30,568


$
31,924


$
(1,356
)


(4.2
)%Discontinued Operations


(197
)


(1,810
)


1,613



(89.1
)%Total Property Expenses

$
30,371


$
30,114


$
257



0.9
%Construction Expenses


14,895



41,895



(27,000
)


(64.4
)%Total Property and Construction Expenses

$
45,266


$
72,009


$
(26,743
)


(37.1
)%  39




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
30,835


$
32,955


$
(2,120
)


(6.4
)%Acquired Properties


3,274



3,862



(588
)


(15.2
)%Sold Properties


49



1,102



(1,053
)


(95.6
)%(Re)Developments and Land, Not Included Above and Other


2,800



1,909



891



46.7
%Corporate Furniture, Fixtures and Equipment


526



539



(13
)


(2.4
)%$
37,484


$
40,367


$
(2,883
)


(7.1
)%Discontinued Operations


(451
)


(1,654
)


1,203



(72.7
)%Total Depreciation and Other Amortization

$
37,033


$
38,713


$
(1,680
)


(4.3
)%        40




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2009


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

$
1,344


$
5,046Property Expenses


(197
)


(1,810
)Depreciation and Amortization


(451
)


(1,654
)Gain on Sale of Real Estate


6,734



22,548Provision for Income Taxes


(96
)


(75
)Income from Discontinued Operations

$
7,334


$
24,055        41




---



##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
            Nine
    Months Ended September 30, 2009
   42




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
       43




---



##### Table of Contents



Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
    Subsequent
    Events
  Form 10-Q,
           44




---



##### 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),
   45




---



##### Table of Contents



PART II.
    OTHER INFORMATION Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors.  The
    Companys mortgages may impact the Companys ability
    to sell encumbered properties on advantageous terms or at
    all.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   46




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description31
.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 47




---



##### Table of Contents



SIGNATURE      By:
    /s/  Scott
    A. Musil       48




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description31
.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 49