##### 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,
    2011o

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

36-3935116(I.R.S. Employer
    Identification No.)   311 S. Wacker Drive, Suite 3900, Chicago,
    Illinois 60606
 (Address of Principal Executive
    Offices)
  (312) 344-4300
 (Registrants telephone
    number, including area code)
   þ o
   Regulation S-T o o
   Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o    Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  Form 10-Q
  For the
    Period Ended March 31, 2011
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.

Financial Statements


2Consolidated Balance Sheets as of March 31,
    2011 and December 31, 2010


2Consolidated Statements of Operations for the
    Three Months Ended March 31, 2011 and March 31,
    2010


3Consolidated Statements of Comprehensive Income
    for the Three Months Ended March 31, 2011 and
    March 31, 2010


4Consolidated Statement of Changes in
    Stockholders Equity for the Three Months Ended
    March 31, 2011


5Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2011 and March 31,
    2010


6Notes to Consolidated Financial Statements


7Item 2.

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


19Item 3.

Quantitative and Qualitative Disclosures About
    Market Risk


28Item 4.

Controls and Procedures


28PART II: OTHER INFORMATIONItem 1.

Legal Proceedings


29Item 1A.

Risk Factors


29Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


29Item 3.

Defaults Upon Senior Securities


29Item 4.

(Removed and Reserved)


29Item 5.

Other Information


29Item 6.

Exhibits


30SIGNATURE


31EXHIBIT INDEX


32EX-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 31,2011


2010(Unaudited)(In thousandsexcept share andper share data)ASSETSAssets:Investment in Real Estate:Land

$
573,670


$
554,829Buildings and Improvements


2,061,931



2,061,266Construction in Progress


4,757



2,672Less: Accumulated Depreciation


(526,159
)


(509,634
)Net Investment in Real Estate


2,114,199



2,109,133Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $151,170 and $165,211 at March 31, 2011 and
    December 31, 2010, respectively


359,421



392,291Cash and Cash Equivalents


13,513



25,963Restricted Cash


12



117Tenant Accounts Receivable, Net


4,070



3,064Investments in Joint Ventures


2,494



2,451Deferred Rent Receivable, Net


40,158



37,878Deferred Financing Costs, Net


13,687



15,351Deferred Leasing Intangibles, Net


37,060



39,718Prepaid Expenses and Other Assets, Net


119,402



124,088Total Assets

$
2,704,016


$
2,750,054LIABILITIES AND EQUITYLiabilities:Mortgage and Other Loans Payable, Net

$
451,010


$
486,055Senior Unsecured Notes, Net


880,136



879,529Unsecured Credit Facility


286,108



376,184Mortgage Loan Payable on Real Estate Held for Sale, Net,
    Inclusive of $0 and $6 of Accrued Interest at March 31,
    2011 and December 31, 2010, respectively


944



1,014Accounts Payable, Accrued Expenses and Other Liabilities, Net


56,815



67,326Deferred Leasing Intangibles, Net


17,898



18,519Rents Received in Advance and Security Deposits


25,637



27,367Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $1,708 and $2,668 at March 31, 2011 and
    December 31, 2010, respectively


1,687



1,916Total Liabilities


1,720,235



1,857,910Commitments 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, 2011 and December 31, 2010,
    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, 82,289,276 and 73,165,410 shares issued and
    77,965,162 and 68,841,296 shares outstanding at
    March 31, 2011 and December 31, 2010, respectively)


823



732Additional
    Paid-in-Capital


1,706,881



1,608,014Distributions in Excess of Accumulated Earnings


(615,284
)


(606,511
)Accumulated Other Comprehensive Loss


(14,827
)


(15,339
)Treasury Shares at Cost (4,324,114 shares at March 31,
    2011 and December 31, 2010)


(140,018
)


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


937,575



846,878Noncontrolling Interest


46,206



45,266Total Equity


983,781



892,144Total Liabilities and Equity

$
2,704,016


$
2,750,054    2




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010(Unaudited)(In thousands exceptper share data)Revenues:Rental Income

$
54,276


$
54,775Tenant Recoveries and Other Income


17,621



19,296Construction Revenues






270Total Revenues


71,897



74,341Expenses:Property Expenses


25,249



25,430General and Administrative


5,269



8,917Restructuring Costs


1,160



264Impairment of Real Estate


(913
)


Depreciation and Other Amortization


27,379



27,421Construction Expenses






209Total Expenses


58,144



62,241Other Income (Expense):Interest Income


980



1,075Interest Expense


(26,789
)


(27,677
)Amortization of Deferred Financing Costs


(1,085
)


(821
)Mark-to-Market
    Gain (Loss) on Interest Rate Protection Agreements


44



(134
)(Loss) Gain from Early Retirement of Debt


(1,026
)


355Total Other Income (Expense)


(27,876
)


(27,202
)Loss from Continuing Operations Before Equity in Income (Loss)
    of Joint Ventures and Income Tax Benefit (Provision)


(14,123
)


(15,102
)Equity in Income (Loss) of Joint Ventures


36



(459
)Income Tax Benefit (Provision)


289



(111
)Loss from Continuing Operations


(13,798
)


(15,672
)Income (Loss) from Discontinued Operations (Including Gain on
    Sale of Real Estate of $3,804 and $4,008 for the Three Months
    Ended March 31, 2011 and March 31, 2010, respectively)


10,135



(3,817
)Provision for Income Taxes Allocable to Discontinued Operations
    (Including $516 allocable to Gain on Sale of Real Estate for the
    Three Months Ended March 31, 2011)


(720
)


Loss Before Gain on Sale of Real Estate


(4,383
)


(19,489
)Gain on Sale of Real Estate






1,073Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate






(394
)Net Loss


(4,383
)


(18,810
)Less: Net Loss Attributable to the Noncontrolling Interest


653



1,896Net Loss Attributable to First Industrial Realty Trust,
    Inc.


(3,730
)


(16,914
)Less: Preferred Stock Dividends


(4,927
)


(4,960
)Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders and Participating Securities

$
(8,657
)

$
(21,874
)Basic and Diluted Earnings Per Share:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.25
)

$
(0.30
)Income (Loss) From Discontinued Operations Attributable to First
    Industrial Realty Trust, Inc.s Common Stockholders

$
0.12


$
(0.06
)Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(0.12
)

$
(0.35
)Weighted Average Shares Outstanding


70,639



61,797    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 31,2011


2010(Unaudited)(In thousands)Net Loss

$
(4,383
)

$
(18,810
)Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $414 for the Three Months Ended March 31, 2010






(567
)Amortization of Interest Rate Protection Agreements


556



505Write-off of Unamortized Settlement Amounts of Interest Rate
    Protection Agreements






(145
)Foreign Currency Translation Adjustment, Net of Income Tax
    Benefit of $169 and $468 for the Three Months Ended
    March 31, 2011 and March 31, 2010, respectively


131



688Comprehensive Loss


(3,696
)


(18,329
)Comprehensive Loss Attributable to Noncontrolling Interest


605



1,858Comprehensive Loss Attributable to First Industrial Realty
    Trust, Inc.

$
(3,091
)

$
(16,471
)    4




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##### Table of Contents



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


Distributions


OtherCommon


Additional


Shares


in Excess of


Comprehensive


NoncontrollingStock


Paid-in Capital


At Cost


Earnings


Loss


Interest


Total(Unaudited)(In thousands)Balance as of December 31, 2010

$
732


$
1,608,014


$
(140,018
)

$
(606,511
)

$
(15,339
)

$
45,266


$
892,144Issuance of Common Stock, Net of Issuance Costs


89



100,199



















100,288Stock Based Compensation Activity


2



86







(116
)










(28
)Reallocation  Additional Paid in Capital






(1,418
)














1,418



Preferred Dividends














(4,927
)










(4,927
)Other Comprehensive Loss:Net Loss














(3,730
)






(653
)


(4,383
)Reallocation  Other Comprehensive Loss


















(127
)


127



Other Comprehensive Income


















639



48



687Total Other Comprehensive Loss


























(3,696
)Balance as of March 31, 2011

$
823


$
1,706,881


$
(140,018
)

$
(615,284
)

$
(14,827
)

$
46,206


$
983,781    5




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(4,383
)

$
(18,810
)Adjustments to Reconcile Net Loss to Net Cash Provided by
    Operating Activities:Depreciation


21,537



26,883Amortization of Deferred Financing Costs


1,085



821Other Amortization


8,558



9,628Impairment of Real Estate, Net


(52
)


9,155Provision for Bad Debt


196



645Mark-to-Market
    (Gain) Loss on Interest Rate Protection Agreements


(44
)


134Loss (Gain) on Early Retirement of Debt


1,026



(355
)Prepayment Premiums Associated with Early Retirement of Debt


(446
)


Equity in (Income) Loss of Joint Ventures


(36
)


459Distributions from Joint Ventures






500Gain on Sale of Real Estate


(3,804
)


(5,081
)Increase in Tenant Accounts Receivable, Prepaid Expenses and
    Other Assets, Net


(4,978
)


(3,959
)Increase in Deferred Rent Receivable


(2,547
)


(2,731
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(9,730
)


(10,633
)Decrease in Restricted Cash


105



3Repayments of Discount on Senior Unsecured Notes






(1,775
)Net Cash Provided by Operating Activities


6,487



4,884CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate and
    Lease Costs


(13,383
)


(13,486
)Net Proceeds from Sales of Investments in Real Estate


17,153



43,515Contributions to and Investments in Joint Ventures


(4
)


(225
)Distributions from Joint Ventures






725Repayments of Notes Receivable


8,739



228Increase in Restricted Cash and Escrows


(13
)


(22,732
)Net Cash Provided by Investing Activities


12,492



8,025CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(108
)


(4
)Proceeds from the Issuance of Common Stock


100,570



5,970Repurchase and Retirement of Restricted Stock


(673
)


(268
)Preferred Stock Dividends


(5,379
)


(5,412
)Payments on Interest Rate Swap Agreement


(194
)


(152
)Costs Associated with Early Retirement of Debt






(877
)Proceeds from Origination of Mortgage Loans Payable






27,530Repayments on Mortgage Loans Payable


(35,084
)


(1,273
)Debt Issuance Costs






(493
)Repayments on Senior Unsecured Notes






(155,124
)Proceeds from Unsecured Credit Facility


10,000



51,500Repayments on Unsecured Credit Facility


(100,590
)


(10,341
)Net Cash Used in Financing Activities


(31,458
)


(88,944
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


29



284Net Decrease in Cash and Cash Equivalents


(12,479
)


(76,035
)Cash and Cash Equivalents, Beginning of Period


25,963



182,943Cash and Cash Equivalents, End of Period

$
13,513


$
107,192    6




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands except share and per share data)
    (Unaudited)
  1.
    Organization
    and Formation of Company          2.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-Q Form 10-K, Form 10-K
 7




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Investment
    in Real Estate  Sales
    and Discontinued Operations
          Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010Total Revenues

$
14,442


$
15,790Property Expenses


(6,196
)


(7,367
)Impairment of Real Estate, Net


(861
)


(9,155
)Depreciation and Amortization


(1,041
)


(7,075
)Interest Expense


(13
)


(18
)Gain on Sale of Real Estate


3,804



4,008Provision for Income Taxes


(720
)


Income (Loss) from Discontinued Operations

$
9,415


$
(3,817
)     Impairment
    Charges
   8




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    catch-up
     9




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements on a Non-Recurring Basis Using:Quoted Prices inThree Months

Active Markets for

Significant Other

Unobservable

TotalEnded

Identical Assets

Observable Inputs

Inputs

GainsDescription

March 31, 2011

(Level 1)

(Level 2)

(Level 3)

(Losses)Long-lived Assets Held for Sale

$
138,065










$
138,065


$
(861
)   Fair Value Measurements on a Non-Recurring Basis Using:Quoted Prices inThree Months

Active Markets for

Significant Other

Unobservable

TotalEnded

Identical Assets

Observable Inputs

Inputs

GainsDescription

March 31, 2010

(Level 1)

(Level 2)

(Level 3)

(Losses)Long-lived Assets Held and Used

$
4,122










$
4,122


$
(9,155
)   4.
    Investments
    in Joint Ventures      Three Months

Three MonthsEnded

EndedMarch 31,

March 31,2011

2010Contributions

$
4


$
225Distributions

$



$
1,225Fees

$
310


$
2,067  10




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##### Table of Contents



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


Interest


InterestBalance at


Rate at


Rate atMarch 31,


December 31,


March 31,


March 31,2011


2010


2011


2011


Maturity DateJanuary 2012 -Mortgage and Other Loans Payable, Net*

$
451,010


$
486,055



5.00% - 9.25%



4.93% -9.25%



October 2020Unamortized Premiums*


(336
)


(358
)Mortgage and Other Loans Payable, Gross

$
450,674


$
485,697Senior Unsecured Notes, Net2016 Notes

$
159,913


$
159,899



5.750%



5.91%



01/15/162017 Notes


87,197



87,195



7.500%



7.52%



12/01/172027 Notes


13,559



13,559



7.150%



7.11%



05/15/272028 Notes


189,871



189,869



7.600%



8.13%



07/15/282012 Notes


61,784



61,774



6.875%



6.85%



04/15/122032 Notes


34,671



34,667



7.750%



7.87%



04/15/322014 Notes


87,105



86,792



6.420%



6.54%



06/01/142011 Exchangeable Notes


128,391



128,137



4.625%



5.53%



09/15/112017 II Notes


117,645



117,637



5.950%



6.37%



05/15/17Subtotal

$
880,136


$
879,529Unamortized Discounts


6,373



6,980Senior Unsecured Notes, Gross

$
886,509


$
886,509Unsecured Credit Facility

$
286,108


$
376,184



3.480%



3.480%



09/28/12     *
    
    Excludes $944 and $1,008, respectively, of Mortgage Loan Payable
    on Real Estate Held for Sale and $45 and $48, respectively, of
    unamortized premiums as of March 31, 2011 and
    December 31, 2010.       11




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AmountRemainder of 2011

$
139,7322012


358,5192013


8,7812014


191,3612015


65,271Thereafter


860,526Total

$
1,624,190     Fair
    Value
    March 31, 2011


December 31, 2010Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage and Other Loans Payable

$
451,954


$
502,987


$
487,063


$
548,696Senior Unsecured Notes


880,136



874,912



879,529



851,771Unsecured Credit Facility


286,108



286,108



376,184



376,184Total

$
1,618,198


$
1,664,007


$
1,742,776


$
1,776,651    12




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##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Stockholders
    Equity  Shares
    of Common Stock and Noncontrolling Interest:
    at-the-market at-the-market
    March 31,


March 31,2011


2010Noncontrolling Interest, Beginning of Period

$
45,266


$
64,806Net Loss


(653
)


(1,896
)Other Comprehensive Income


48



38Comprehensive Loss


(605
)


(1,858
)Conversion of Units to Common Stock






(18
)Reallocation  Additional Paid In Capital


1,418



(773
)Reallocation  Other Comprehensive Income


127



34Noncontrolling Interest, End of Period

$
46,206


$
62,191   Restricted
    Stock:
      Dividend/Distributions:
  (iii) 3-month
 13




---



##### Table of Contents



FIRST
    INDUSTRIAL REALTY TRUST, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31, 2011Dividend/Distribution


Totalper Share


DividendSeries F Preferred Stock

$
1,698.75


$
850Series G Preferred Stock

$
1,809.00


$
452Series J Preferred Stock

$
4,531.30


$
2,719Series K Preferred Stock

$
4,531.30


$
906   7.
    Supplemental
    Information to Statements of Cash Flows    Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010Supplemental schedule of non-cash investing and financing
    activities:Exchange of Units for common stock:Noncontrolling interest

$



$
(18
)Common stock






Additional
    paid-in-capital






18$



$
Write-off of fully depreciated assets

$
(13,514
)

$
(14,058
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$
1,029


$
  14




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2011


2010Numerator:Loss from Continuing Operations, Net of Income Tax

$
(13,798
)

$
(15,672
)Noncontrolling Interest Allocable to Continuing Operations


1,312



1,645Gain on Sale of Real Estate, Net of Income Tax






679Noncontrolling Interest Allocable to Gain on Sale of Real Estate






(54
)Preferred Stock Dividends


(4,927
)


(4,960
)Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(17,413
)

$
(18,362
)Income (Loss) from Discontinued Operations, Net of Income Tax

$
9,415


$
(3,817
)Noncontrolling Interest Allocable to Discontinued Operations


(659
)


305Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.

$
8,756


$
(3,512
)Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(8,657
)

$
(21,874
)Denominator:Weighted Average Shares  Basic and Diluted


70,638,598



61,796,683Basic and Diluted EPS:Loss from Continuing Operations Available to First Industrial
    Realty Trust, Inc.s Common Stockholders

$
(0.25
)

$
(0.30
)Discontinued Operations Attributable to First Industrial Realty
    Trust, Inc.s Common Stockholders

$
0.12


$
(0.06
)Net Loss Available to First Industrial Realty Trust, Inc.s
    Common Stockholders

$
(0.12
)

$
(0.35
)     Allocation of



Allocation ofNet Income



Net IncomeAvailable to



Available toParticipating



ParticipatingSecurities For



Securities ForUnvested Awards

the Three

Unvested Awards

the ThreeOutstanding at

Months Ended

Outstanding at

Months EndedMarch 31,

March 31,

March 31,

March 31,2011

2011

2010

2010Participating Securities:Restricted Stock Awards


696,360


$




773,034


$
    15




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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 31,2011

2010Non-Participating Securities:Restricted Stock Unit Awards


993,250



1,218,800Options


41,901



139,700     9.
    Restructuring
    Costs      10.
    Derivatives    iii) 3-month 30-year Mark-to-Market
 16




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##### Table of Contents



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

Fair Value As ofNotional



Trade

Maturity

March 31,

December 31,Hedge Product

Amount

Strike

Date

Date

2011

2010Derivatives not designated as hedging instruments:Series F Agreement*

$
50,000



5.2175
%


October 2008



October 1, 2013


$
(380
)

$
(523
)     *
    
    Fair value excludes quarterly settlement payment due on
    Series F Agreement. As of March 31, 2011 and
    December 31, 2010, the outstanding payable was $99 and
    $194, respectively.    Three Months EndedMarch 31,

March 31,Interest Rate Products

Location on Statement

2011

2010Loss Recognized in OCI (Effective Portion)

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

$



$
(567
)Amortization Reclassified from OCI into Income

Interest Expense

$
(556
)

$
(505
)         Fair Value Measurements atMarch 31, 2011 Using:Quoted Prices inActive Markets for

Significant Other

UnobservableMarch 31,

Identical Assets

Observable Inputs

InputsDescription

2011

(Level 1)

(Level 2)

(Level 3)Liabilities:Series F Agreement

$
(380
)









$
(380
)   17




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##### Table of Contents



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

Significant Other

UnobservableDecember 31,

Identical Assets

Observable Inputs

InputsDescription

2010

(Level 1)

(Level 2)

(Level 3)Liabilities:Series F Agreement

$
(523
)









$
(523
)   30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning liability balance at December 31, 2010

$
(523
)Total unrealized gains:Mark-to-Market
    of the Series F Agreement


143Ending liability balance at March 31, 2011

$
(380
)   11.
    Commitments
    and Contingencies    12.
    Subsequent
    Events       18




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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
       19




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##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
   
  MANAGEMENTS
    OVERVIEW
       20




---



##### Table of Contents



and/or
      RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2011 to Three Months Ended
    March 31, 2010
     21




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010


$ Change


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

$
83,760


$
84,942


$
(1,182
)


(1.4
)%Acquired Properties


512







512



Sold Properties


493



1,409



(916
)


(65.0
)%(Re)Developments and Land, Not Included Above


141



86



55



64.0
%Other


1,433



3,424



(1,991
)


(58.1
)%$
86,339


$
89,861


$
(3,522
)


(3.9
)%Discontinued Operations


(14,442
)


(15,790
)


1,348



(8.5
)%Subtotal Revenues

$
71,897


$
74,071


$
(2,174
)


(2.9
)%Construction Revenues






270



(270
)


(100.0
)%Total Revenues

$
71,897


$
74,341


$
(2,444
)


(3.3
)%    22




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010


$ Change


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

$
28,561


$
28,534


$
27



0.1
%Acquired Properties


96







96



Sold Properties


84



608



(524
)


(86.2
)%(Re)Developments and Land, Not Included Above


345



344



1



0.3
%Other


2,359



3,311



(952
)


(28.8
)%$
31,445


$
32,797


$
(1,352
)


(4.1
)%Discontinued Operations


(6,196
)


(7,367
)


1,171



(15.9
)%Total Property Expenses

$
25,249


$
25,430


$
(181
)


(0.7
)%Construction Expenses






209



(209
)


(100.0
)%Total Property and Construction Expenses

$
25,249


$
25,639


$
(390
)


(1.5
)%            23




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010


$ Change


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

$
27,656


$
33,338


$
(5,682
)


(17.0
)%Acquired Properties


244







244



Sold Properties


9



553



(544
)


(98.4
)%(Re)Developments and Land, Not Included Above and Other


106



99



7



7.1
%Corporate Furniture, Fixtures and Equipment


405



506



(101
)


(20.0
)%$
28,420


$
34,496


$
(6,076
)


(17.6
)%Discontinued Operations


(1,041
)


(7,075
)


6,034



(85.3
)%Total Depreciation and Other Amortization

$
27,379


$
27,421


$
(42
)


(0.2
)%           30-year Mark-to-Market Mark-to-Market
   24




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2011


March 31, 2010($ in 000s)Total Revenues

$
14,442


$
15,790Property Expenses


(6,196
)


(7,367
)Impairment of Real Estate, Net


(861
)


(9,155
)Depreciation and Amortization


(1,041
)


(7,075
)Interest Expense


(13
)


(18
)Gain on Sale of Real Estate


3,804



4,008Provision for Income Taxes


(720
)


Income (Loss) from Discontinued Operations

$
9,415


$
(3,817
)         LIQUIDITY
    AND CAPITAL RESOURCES
     25




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##### Table of Contents



Three
    Months Ended March 31, 2011
         26




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
    Subsequent
    Events
   27




---



##### 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),
   28




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##### Table of Contents



PART II:
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    (Removed
    and Reserved)    Item 5.
    Other
    Information   29




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description10
.1

Distribution Agreement among the Company, First Industrial, L.P.
    and Wells Fargo Securities, LLC dated February 28, 2011
    (incorporated by reference to Exhibit 10.1 of the
    Form 8-K
    of the Company filed February 28, 2011, File
    No. 1-13102).
    In accordance with Item 601 of
    Regulation S-K,
    the Company has omitted substantially identical Distribution
    Agreements entered into on February 28, 2011 with each of
    J.P. Morgan Securities LLC, Morgan Keegan &
    Company, Inc., Piper Jaffray & Co., Lazard Capital
    Markets LLC and Macquarie Capital (USA) Inc.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 30




---



##### Table of Contents



SIGNATURE      By:
    /s/  Scott
    A. Musil       31




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description10
.1

Distribution Agreement among the Company, First Industrial, L.P.
    and Wells Fargo Securities, LLC dated February 28, 2011
    (incorporated by reference to Exhibit 10.1 of the
    Form 8-K
    of the Company filed February 28, 2011, File
    No. 1-13102).
    In accordance with Item 601 of
    Regulation S-K,
    the Company has omitted substantially identical Distribution
    Agreements entered into on February 28, 2011 with each of
    J.P. Morgan Securities LLC, Morgan Keegan &
    Company, Inc., Piper Jaffray & Co., Lazard Capital
    Markets LLC and Macquarie Capital (USA) Inc.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 32