SEC Filing | First Industrial Realty Trust, Inc.

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For 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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Number of shares of Common Stock, $.01 par value, outstanding as of August 3, 2012: 88,907,914.

FIRST INDUSTRIAL REALTY TRUST, INC.

Form 10-Q

For the Period Ended June 30, 2012

INDEX


	Page
PART I: FINANCIAL INFORMATION

Item 1. Financial Statements		3

Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011		3

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and June 30, 2011		4

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and June 30, 2011		5

Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2012		6

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and June 30, 2011		7

Notes to Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19

Item 3. Quantitative and Qualitative Disclosures About Market Risk		30

Item 4. Controls and Procedures		30

PART II: OTHER INFORMATION

Item 1. Legal Proceedings		31

Item 1A. Risk Factors		31

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		31

Item 3. Defaults Upon Senior Securities		31

Item 4. Mine Safety Disclosures		31

Item 5. Other Information		31

Item 6. Exhibits		31

SIGNATURE		32

EXHIBIT INDEX		33

PART I: FINANCIAL INFORMATION

Item 1.

Financial Statements

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS


	June 30, 2012			December 31, 2011
	(Unaudited) (In thousands except share and per share data)
ASSETS
Assets:
Investment in Real Estate:
Land	$	694,929		$	638,071
Buildings and Improvements		2,374,593			2,326,245
Construction in Progress		36,270			27,780
Less: Accumulated Depreciation		(701,391	)		(658,729	)

Net Investment in Real Estate		2,404,401			2,333,367

Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $21,079 and $39,413		44,023			91,659
Cash and Cash Equivalents		5,136			10,153
Tenant Accounts Receivable, Net		1,469			3,062
Investments in Joint Ventures		1,258			1,674
Deferred Rent Receivable, Net		52,796			50,033
Deferred Financing Costs, Net		12,955			15,244
Deferred Leasing Intangibles, Net		37,200			38,037
Prepaid Expenses and Other Assets, Net		111,942			123,428

Total Assets	$	2,671,180		$	2,666,657

LIABILITIES AND EQUITY
Liabilities:
Indebtedness:
Mortgage and Other Loans Payable, Net	$	683,978		$	690,256
Senior Unsecured Notes, Net		492,341			640,227
Unsecured Credit Facility		306,000			149,000
Accounts Payable, Accrued Expenses and Other Liabilities, Net		70,212			71,470
Deferred Leasing Intangibles, Net		16,372			16,567
Rents Received in Advance and Security Deposits		25,465			25,852
Leasing Intangibles Held for Sale, Net of Accumulated Amortization of $0 and $415		—			690

Total Liabilities		1,594,368			1,594,062

Commitments 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, 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, 150,000,000 shares authorized, 93,236,367 and 91,131,516 shares issued and 88,912,253 and 86,807,402 shares outstanding)		933			911
Additional Paid-in-Capital		1,833,247			1,811,349
Distributions in Excess of Accumulated Earnings		(651,956	)		(633,854	)
Accumulated Other Comprehensive Loss		(8,233	)		(11,712	)
Treasury Shares at Cost (4,324,114 shares)		(140,018	)		(140,018	)

Total First Industrial Realty Trust, Inc.’s Stockholders’ Equity		1,033,973			1,026,676
Noncontrolling Interest		42,839			45,919

Total Equity		1,076,812			1,072,595

Total Liabilities and Equity	$	2,671,180		$	2,666,657

The accompanying notes are an integral part of the consolidated financial statements.

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended June 30, 2012			Three Months Ended June 30, 2011			Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
				(Unaudited)
	(In thousands except per share data)
Revenues:
Rental Income	$	64,129		$	61,743		$	127,133		$	123,012
Tenant Recoveries and Other Income		19,691			18,662			39,180			38,641

Total Revenues		83,820			80,405			166,313			161,653

Expenses:
Property Expenses		27,116			26,875			54,710			56,154
General and Administrative		5,954			4,768			11,571			10,037
Restructuring Costs		—			393			—			1,553
Impairment of Real Estate		—			(5,335	)		(165	)		(7,880	)
Depreciation and Other Amortization		30,248			28,282			63,009			55,569

Total Expenses		63,318			54,983			129,125			115,433

Other Income (Expense):
Interest Income		678			887			1,605			1,867
Interest Expense		(21,172	)		(25,746	)		(43,865	)		(52,485	)
Amortization of Deferred Financing Costs		(850	)		(1,077	)		(1,725	)		(2,162	)
Mark-to-Market Loss on Interest Rate Protection Agreements		(429	)		(232	)		(305	)		(188	)
Loss from Retirement of Debt		(6,223	)		(3,233	)		(6,222	)		(4,259	)

Total Other Income (Expense)		(27,996	)		(29,401	)		(50,512	)		(57,227	)

Loss from Continuing Operations Before Equity in Income of Joint Ventures, Gain on Change in Control of Interests and Income Tax Provision		(7,494	)		(3,979	)		(13,324	)		(11,007	)
Equity in Income of Joint Ventures		37			99			128			135
Gain on Change in Control of Interests		—			689			776			689
Income Tax Provision		(5,354	)		(162	)		(5,263	)		(86	)

Loss from Continuing Operations		(12,811	)		(3,353	)		(17,683	)		(10,269	)
Discontinued Operations:
Income Attributable to Discontinued Operations		1,059			1,254			787			490
Gain on Sale of Real Estate		1,386			3,537			7,585			7,341
Provision for Income Taxes Allocable to Discontinued Operations		—			(1,532	)		—			(2,039	)

Income from Discontinued Operations		2,445			3,259			8,372			5,792
Net Loss		(10,366	)		(94	)		(9,311	)		(4,477	)
Less: Net Loss Attributable to the Noncontrolling Interest		838			290			1,045			943

Net (Loss) Income Attributable to First Industrial Realty Trust, Inc.		(9,528	)		196			(8,266	)		(3,534	)
Less: Preferred Dividends		(4,798	)		(4,947	)		(9,560	)		(9,874	)

Net Loss Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities	$	(14,326	)	$	(4,751	)	$	(17,826	)	$	(13,408	)

Basic and Diluted Earnings Per Share:
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders	$	(0.19	)	$	(0.10	)	$	(0.29	)	$	(0.25	)

Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders	$	0.03		$	0.04		$	0.09		$	0.07

Net Loss Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities	$	(0.16	)	$	(0.06	)	$	(0.20	)	$	(0.18	)

Weighted Average Shares Outstanding		87,981			79,727			87,278			75,208

The accompanying notes are an integral part of the consolidated financial statements.

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended June 30, 2012			Three Months Ended June 30, 2011			Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
	(Unaudited) (In thousands)
Net Loss	$	(10,366	)	$	(94	)	$	(9,311	)	$	(4,477	)
Amortization of Interest Rate Protection Agreements		571			546			1,111			1,102
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements		2,599			2,348			2,619			2,348
Foreign Currency Translation Adjustment, Net of Income Tax Provision		(31	)		(557	)		(3	)		(426	)

Comprehensive (Loss) Income		(7,227	)		2,243			(5,584	)		(1,453	)
Comprehensive Loss Attributable to Noncontrolling Interest		664			140			838			745

Comprehensive (Loss) Income Attributable to First Industrial Realty Trust, Inc.	$	(6,563	)	$	2,383		$	(4,746	)	$	(708	)

The accompanying notes are an integral part of the consolidated financial statements.

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY


	Preferred Stock		Common Stock		Additional Paid- in Capital			Treasury Shares At Cost			Distributions in Excess of Accumulated Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
	(Unaudited)
	(In thousands)
Balance as of December 31, 2011	$	—	$	911	$	1,811,349		$	(140,018	)	$	(633,854	)	$	(11,712	)	$	45,919		$	1,072,595
Issuance of Common Stock, Net of Issuance Costs		—		15		17,803			—			—			—			—			17,818
Stock Based Compensation Activity		—		4		1,815			—			(276	)		—			—			1,543
Conversion of Units to Common Stock		—		3		2,466			—			—			—			(2,469	)		—
Reallocation—Additional Paid in Capital		—		—		(186	)		—			—			—			186			—
Preferred Dividends		—		—		—			—			(9,560	)		—			—			(9,560	)
Net Loss		—		—		—			—			(8,266	)		—			(1,045	)		(9,311	)
Reallocation—Other Comprehensive Income		—		—		—			—			—			(41	)		41			—
Other Comprehensive Income		—		—		—			—			—			3,520			207			3,727

Balance as of June 30, 2012	$	—	$	933	$	1,833,247		$	(140,018	)	$	(651,956	)	$	(8,233	)	$	42,839		$	1,076,812

The accompanying notes are an integral part of the consolidated financial statements.

FIRST INDUSTRIAL REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
	(Unaudited)
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(9,311	)	$	(4,477	)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
Depreciation		51,881			43,953
Amortization of Deferred Financing Costs		1,725			2,162
Other Amortization		15,981			17,363
Impairment of Real Estate, Net		1,246			(4,823	)
Provision for Bad Debt		591			563
Mark-to-Market Loss on Interest Rate Protection Agreements		305			188
Loss from Retirement of Debt		6,222			4,259
Prepayment Penalties and Fees Associated with Retirement of Debt		(440	)		(1,268	)
Equity in Income of Joint Ventures		(128	)		(135	)
Distributions from Joint Ventures		27			161
Gain on Sale of Real Estate		(7,585	)		(7,341	)
Gain on Change in Control of Interests		(776	)		(689	)
Decrease in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net		3,506			866
Increase in Deferred Rent Receivable		(1,614	)		(4,341	)
Increase (Decrease) in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits		1,534			(8,765	)
Decrease in Restricted Cash		—			101
Payments of Premiums and Discounts Associated with Senior Unsecured Notes		(2,847	)		(27	)

Net Cash Provided by Operating Activities		60,317			37,750

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of and Additions to Investment in Real Estate and Lease Costs		(93,812	)		(37,952	)
Net Proceeds from Sales of Investments in Real Estate		23,116			28,472
Contributions to and Investments in Joint Ventures		(184	)		(16	)
Distributions from Joint Ventures		—			108
Repayments of Notes Receivable		8,306			10,049
Decrease in Lender Escrows		—			88

Net Cash (Used In) Provided by Investing Activities		(62,574	)		749

CASH FLOWS FROM FINANCING ACTIVITIES:
Debt and Equity Issuance Costs		(287	)		(2,258	)
Proceeds from the Issuance of Common Stock, Net of Underwriter’s Discount		18,063			202,845
Repurchase and Retirement of Restricted Stock		(855	)		(1,001	)
Preferred Dividends		(9,525	)		(9,874	)
Payments on Interest Rate Swap Agreement		(572	)		(292	)
Proceeds from Origination of Mortgage Loans Payable		—			178,300
Repayments on Mortgage and Other Loans Payable		(18,273	)		(64,198	)
Repayments on Senior Unsecured Notes		(148,310	)		(56,419	)
Proceeds from Unsecured Credit Facility		241,000			101,500
Repayments on Unsecured Credit Facility		(84,000	)		(378,553	)

Net Cash Used in Financing Activities		(2,759	)		(29,950	)

Net Effect of Exchange Rate Changes on Cash and Cash Equivalents		(1	)		36
Net (Decrease) Increase in Cash and Cash Equivalents		(5,016	)		8,549
Cash and Cash Equivalents, Beginning of Period		10,153			25,963

Cash and Cash Equivalents, End of Period	$	5,136		$	34,548

The accompanying notes are an integral part of the consolidated financial statements.

FIRST INDUSTRIAL REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands except share and per share data)

1. Organization and Formation of Company

First Industrial Realty Trust, Inc. (the “Company”) was organized in the state of Maryland on August 10, 1993. The Company is a real estate investment trust (“REIT”) as defined in the Internal Revenue Code of 1986 (the “Code”). Unless the context otherwise requires, the terms “Company,” “we,” “us,” and “our” refer to First Industrial Realty Trust, Inc., First Industrial, L.P. and their other controlled subsidiaries. We refer to our operating partnership, First Industrial, L.P., as the “Operating Partnership.”

We began operations on July 1, 1994. Our operations are conducted primarily through the Operating Partnership, of which we are the sole general partner with an approximate 94.7% ownership interest at June 30, 2012, and through our taxable REIT subsidiaries. We also conduct operations through other partnerships and limited liability companies, the operating data of which, together with that of the Operating Partnership and the taxable REIT subsidiaries, is consolidated with that of the Company as presented herein. Noncontrolling interest at June 30, 2012 of approximately 5.3% represents the aggregate partnership interest in the Operating Partnership held by the limited partners thereof.

We also own noncontrolling equity interests in, and provide various services to, two joint ventures (the “2003 Net Lease Joint Venture” and the “2007 Europe Joint Venture” and, collectively, the “Joint Ventures”). The Joint Ventures are accounted for under the equity method of accounting. Accordingly, the operating data of our Joint Ventures is not consolidated with that of the Company as presented herein. The 2007 Europe Joint Venture does not own any properties. See Note 4 for more information on the Joint Ventures.

As of June 30, 2012, we owned 734 industrial properties located in 26 states in the United States and one province in Canada, containing an aggregate of approximately 65.9 million square feet of gross leasable area (“GLA”).

2. Summary of Significant Accounting Policies

The accompanying unaudited interim financial statements have been prepared in accordance with the accounting policies described in the financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2011 (“2011 Form 10-K”) and should be read in conjunction with such financial statements and related notes. The 2011 year end consolidated balance sheet data included in this Form 10-Q filing was derived from the audited financial statements in our 2011 Form 10-K, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The following notes to these interim financial statements highlight significant changes to the notes included in the December 31, 2011 audited financial statements included in our 2011 Form 10-K and present interim disclosures as required by the Securities and Exchange Commission. In order to conform with GAAP, we, in preparation of our financial statements, are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of June 30, 2012 and December 31, 2011, and the reported amounts of revenues and expenses for the three and six months ended June 30, 2012 and 2011. Actual results could differ from those estimates. In our opinion, the accompanying unaudited interim financial statements reflect all adjustments necessary for a fair statement of our financial position as of June 30, 2012 and December 31, 2011, and the results of our operations and comprehensive income for each of the three and six months ended June 30, 2012 and 2011, and our cash flows for each of the six months ended June 30, 2012 and 2011, and all adjustments are of a normal recurring nature.

Investment in Real Estate and Depreciation

The results of operations for the three and six months ended June 30, 2012 includes $227 and $1,528, respectively, which should have been recorded as depreciation and amortization expense during previous periods. Management evaluated these depreciation and amortization expense adjustments and believes they are not material to the results of the current periods or projected annual results or any previous annual or quarterly period.

IRS Tax Refund

On August 24, 2009, we received a private letter ruling from the IRS granting favorable loss treatment under Sections 331 and 336 of the Code on the tax liquidation of one of our former taxable REIT subsidiaries. On November 6, 2009, legislation was signed that allowed businesses with net operating losses for 2008 or 2009 to carry back those losses for up to five years. As a result, we received a refund from the IRS of $40,418 in the fourth quarter of 2009 (the “Refund”) in connection with this tax liquidation. As previously reported, the IRS examination team, which is required by statute to review all refund claims in excess of $2,000 on behalf of the Joint Committee on Taxation, indicated to us that it disagrees with certain of the property valuations we obtained from an independent valuation expert in support of our fair value of the liquidated taxable REIT subsidiary and our claim for the Refund. We have reached a preliminary written agreement with the regional office of the IRS on a proposed adjustment to the Refund. The total agreed-upon adjustment to taxable income was $13,700, which equates to approximately $4,800 of taxes owed. We must also pay accrued interest which approximates $500 as of June 30, 2012. During the three months ended June 30, 2012, the Company recorded a charge of $5,300 related to the preliminary agreed-upon adjustment which is reflected as a component of income tax expense.

The settlement amount is subject to final review and approval by the Joint Committee on Taxation. There can be no assurance that the settlement amount will be approved at the level we currently anticipate, nor can we provide an estimate of the timing of the final approval.

In addition, we are currently in discussions with the regional office of the IRS to determine the timing of the impact of the proposed tax settlement on the tax liability of the limited partners of the Operating Partnership and the stockholders of the Company.

Recent Accounting Pronouncements

Fair Value Measurements

In May 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2011-04, “Fair Value Measurements and Disclosures (Topic 820)—Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011-04”). ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles related to measuring fair value and requires additional disclosures about fair value measurements. Specifically, the guidance provides that the concepts of highest and best use and valuation premise in a fair value measurement are only relevant when measuring the fair value of nonfinancial assets and are not relevant when measuring the fair value of financial assets and liabilities. Required disclosures are expanded under the new guidance, especially for fair value measurements that are categorized within Level 3 of the fair value hierarchy, for which quantitative information about the unobservable inputs used, and a narrative description of the valuation processes in place and sensitivity of recurring Level 3 measurements to changes in unobservable inputs are required. Entities are also required to disclose the categorization by level of the fair value hierarchy for items that are not measured at fair value in the balance sheet but for which the fair value is required to be disclosed. ASU 2011-04 is effective for annual periods beginning after December 15, 2011, and is to be applied prospectively. The adoption of this guidance did not have a material impact on our financial statements.

3. Investment in Real Estate

Acquisitions

The gross agreed-upon fair value for the industrial property was $21,819, excluding costs incurred in conjunction with the acquisition of the industrial property. The acquisition was funded through the assumption of a mortgage loan, which was subsequently paid off on the date of acquisition and whose carrying value approximated fair market value, in the amount of $12,026 and a cash payment of $8,324 (85% of the net fair value of the acquisition). We accounted for this transaction as a step acquisition utilizing the purchase method of accounting. Due to the change in control that occurred, we recorded a gain of approximately $776 related to the difference between our carrying value and fair value of our equity interest on the acquisition date.

The purchase price of the land parcels was approximately $46,675, excluding costs incurred in conjunction with the acquisition of the land parcels.

During the six months ended June 30, 2011, we acquired one industrial property comprising approximately 0.7 million square feet of GLA in connection with the purchase of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture.

The gross agreed-upon fair value for the industrial property was $30,625, excluding costs incurred in conjunction with the acquisition of the industrial property. The acquisition was funded through the assumption of a mortgage loan, whose carrying value approximated fair market value, in the amount of $24,417 and a cash payment of $5,277 (85% of the net fair value of the acquisition). We accounted for this transaction as a step acquisition utilizing the purchase method of accounting. Due to the change in control that occurred, we recorded a gain of approximately $689 related to the difference between our carrying value and fair value of our equity interest on the acquisition date.

Intangible Assets (Liabilities) Subject to Amortization in the Period of Acquisition

The fair value at the date of acquisition of in-place leases, tenant relationships, above market leases and below market leases recorded due to the real estate property acquired during the six months ended June 30, 2012 and 2011, which is recorded as deferred leasing intangibles, is as follows:


	Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
In-Place Leases	$	1,750		$	2,511
Tenant Relationships	$	1,012		$	1,553
Above Market Leases	$	—		$	2,883
Below Market Leases	$	(102	)	$	—

The weighted average life in months of in-place leases, tenant relationships, above market leases and below market leases recorded at the time of acquisition as a result of the real estate property acquired during the six months ended June 30, 2012 and 2011 is as follows:


	Six Months Ended June 30, 2012		Six Months Ended June 30, 2011
In-Place Leases		118		56
Tenant Relationships		178		116
Above Market Leases		N/A		56
Below Market Leases		118		N/A

Sales and Discontinued Operations

During the six months ended June 30, 2012, we sold seven industrial properties comprising approximately 0.8 million square feet of GLA. Gross proceeds from the sales of the seven industrial properties were approximately $23,877. The gain on sale of real estate was approximately $7,585, all of which is shown in discontinued operations. The seven sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the seven industrial properties sold are included in discontinued operations.

At June 30, 2012, we had 16 industrial properties comprising approximately 3.2 million square feet of GLA and one land parcel held for sale. The results of operations of the 16 industrial properties held for sale at June 30, 2012 are included in discontinued operations. There can be no assurance that such industrial properties or land parcel held for sale will be sold.

Income from discontinued operations for the six months ended June 30, 2011 reflects the results of operations of the seven industrial properties that were sold during the six months ended June 30, 2012, the results of operations of 36 industrial properties that were sold during the year ended December 31, 2011, the results of operations of the 16 industrial properties identified as held for sale at June 30, 2012 and the gain on sale of real estate relating to 17 industrial properties that were sold during the six months ended June 30, 2011.

The following table discloses certain information regarding the industrial properties included in discontinued operations for the three and six months ended June 30, 2012 and 2011:


	Three Months Ended June 30, 2012			Three Months Ended June 30, 2011			Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
Total Revenues	$	1,967		$	3,958		$	4,408		$	9,049
Property Expenses		(722	)		(1,536	)		(1,716	)		(3,702	)
Impairment of Real Estate		—			(564	)		(1,411	)		(3,057	)
Depreciation and Amortization		(186	)		(604	)		(494	)		(1,737	)
Interest Expense		—			—			—			(63	)
Gain on Sale of Real Estate		1,386			3,537			7,585			7,341
Provision for Income Taxes		—			(1,532	)		—			(2,039	)

Income from Discontinued Operations	$	2,445		$	3,259		$	8,372		$	5,792

At June 30, 2012 and December 31, 2011, we had notes receivable outstanding of approximately $47,228 and $55,502, net of a discount of $287 and $319, respectively, which are included as a component of Prepaid Expenses and Other Assets, Net. At June 30, 2012 and December 31, 2011, the fair value of the notes receivable was $52,024 and $58,734, respectively. The fair value of our notes receivable was determined by discounting the future cash flows using current rates at which similar loans with similar remaining maturities would be made to other borrowers. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value of our notes receivable was primarily based upon Level 3 inputs, as discussed below.

Impairment Charges

Sixteen industrial properties comprising approximately 3.2 million square feet of GLA and one land parcel comprising approximately 55.9 acres were classified as held for sale as of June 30, 2012. The net impairment charges for assets that qualify to be classified as held for sale at June 30, 2012 were calculated as the difference of the carrying value of the properties and land parcel over the fair value less costs to sell. On the date an asset no longer qualifies to be classified as held for sale, the carrying value must be reestablished at the lower of the estimated fair market value of the asset or the carrying value of the asset prior to held for sale classification, adjusted for any depreciation and amortization that would have been recorded if the asset had not been classified as held for sale. Catch-up depreciation and amortization has been recorded during the three and six months ended June 30, 2012, if applicable, for certain assets that are no longer classified as held for sale. The net impairment charges recorded during the six months ended June 30, 2012

are due to updated fair market values for certain industrial properties whose estimated fair market values have changed since December 31, 2011 and are either classified as held for sale at June 30, 2012 or were classified as held for sale at December 31, 2011, but no longer qualify to be classified as held for sale at June 30, 2012.

During the three and six months ended June 30, 2012 and 2011, we recorded the following net non-cash impairment charges:


	Three Months Ended June 30, 2012		Three Months Ended June 30, 2011			Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
Operating Properties—Held for Sale and Sold Assets	$	—	$	564		$	1,411		$	3,057

Impairment—Discontinued Operations	$	—	$	564		$	1,411		$	3,057

Land Parcels—Held for Sale and Sold Assets	$	—	$	(5,879	)	$	—		$	(5,879	)
Operating Properties—Held for Use		—		544			(165	)		(1,406	)
Land Parcels—Held for Use		—		—			—			(595	)

Impairment—Continuing Operations	$	—	$	(5,335	)	$	(165	)	$	(7,880	)

Total Net Impairment	$	—	$	(4,771	)	$	1,246		$	(4,823	)

The guidance for the fair value measurement provisions for the impairment of long lived assets recorded at fair value establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair market values were determined using widely accepted valuation techniques including discounted cash flow analyses using expected cash flows, internal valuations of real estate and third party offers.

For operational real estate assets, the most significant assumptions used in the discounted cash flow analyses included the discount rate, projected occupancy levels, market rental rates, capital expenditures, and the terminal capitalization rate. For the valuation of land parcels, we reviewed recent comparable sales transactions, to the extent available, or if not available, we considered older comparable transactions, adjusted upward or downward to reflect management’s assumptions about current market conditions. In all cases, members of our management team that were responsible for the individual markets where the land parcels were located determined the internal valuations. Valuations based on third party offers include bona fide contract prices and letter of intent amounts that we believe are indicative of fair value.

The following tables present information about our assets that were measured at fair value on a non-recurring basis during the six months ended June 30, 2012 and 2011. The tables indicate the fair value hierarchy of the valuation techniques we utilized to determine fair value.


			Fair Value Measurements on a Non-Recurring Basis Using:
Description	Six Months Ended June 30, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total Impairment
Long-lived Assets Held for Sale*	$	24,069		—		—	$	24,069	$	(1,194	)

			Fair Value Measurements on a Non-Recurring Basis Using:
Description	Six Months Ended June 30, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total Impairment
Long-lived Assets Held for Sale**	$	31,405		—		—	$	31,405	$	(3,903	)
Long-lived Assets Held and Used**	$	102,552		—		—	$	102,552		(1,781	)

									$	(5,684	)

*	Excludes industrial properties for which impairment loss of $52 was recorded during the six months ended June 30, 2012, since the related assets are either sold or recorded at carrying value, which is lower than estimated fair value at June 30, 2012.

**	Excludes industrial properties and land parcels for which an impairment reversal of $10,507 was recorded during the six months ended June 30, 2011, since the related assets are recorded at carrying value, which is lower than estimated fair value at June 30, 2011.

The following table presents quantitative information about the Level 3 fair value measurements at June 30, 2012.

Quantitative Information about Level 3 Fair Value Measurements:

Description

Fair Value at
June 30,
2012

Valuation
Technique

Unobservable
Inputs

Range

Five Industrial Properties comprising approximately 1.8 million square feet of GLA

24,069

3^rd Party Pricing

)

N/A

(A)	The fair value for the properties is based upon the value of a third party purchase contract, which is subject to our corroboration for reasonableness.

4. Investments in Joint Ventures

We acquired the 85% equity interest in one property on February 13, 2012 and the 85% equity interest in another property on May 26, 2011, in each case from the institutional investor in the 2003 Net Lease Joint Venture (See Note 3).

At June 30, 2012, the 2003 Net Lease Joint Venture owned six industrial properties comprising approximately 3.1 million square feet of GLA. The 2003 Net Lease Joint Venture is considered a variable interest entity in accordance with the FASB guidance on the consolidation of variable interest entities. However, we continue to conclude that we are not the primary beneficiary of this venture. As of June 30, 2012, our investment in the 2003 Net Lease Joint Venture is $1,258. Our maximum exposure to loss is equal to our investment plus any future contributions we make to the venture. We continue to hold our 10% equity interest in the 2007 Europe Joint Venture. As of June 30, 2012, the 2007 Europe Joint Venture did not own any properties.

At June 30, 2012 and December 31, 2011, we have receivables from the Joint Ventures (and/or our former Joint Venture partners) in the aggregate amount of $22 and $137, respectively. These receivable amounts are included in Prepaid Expenses and Other Assets, Net. During the three and six months ended June 30, 2012, we recognized fees of $68 and $144, respectively, from our Joint Ventures (and/or our former Joint Venture partners). During the three and six months ended June 30, 2011, we recognized fees of $277 and $587, respectively, from our Joint Ventures (and/or our former Joint Venture partners).

5. Indebtedness

The following table discloses certain information regarding our indebtedness:


	Outstanding Balance at						Interest Rate at June 30, 2012			Effective Interest Rate at Issuance			Maturity Date
	June 30, 2012			December 31, 2011			Interest Rate at June 30, 2012			Effective Interest Rate at Issuance			Maturity Date
Mortgage and Other Loans Payable, Net	$	683,978		$	690,256			4.45% - 9.25	%		4.45% - 9.25	%		January 2013-October 2021
Unamortized Premiums		(274	)		(305	)

Mortgage and Other Loans Payable, Gross	$	683,704		$	689,951

Senior Unsecured Notes, Net
2016 Notes	$	159,483		$	159,455			5.750	%		5.91	%		01/15/16
2017 Notes		59,603			59,600			7.500	%		7.52	%		12/01/17
2027 Notes		6,066			6,065			7.150	%		7.11	%		05/15/27
2028 Notes		68,976			124,894			7.600	%		8.13	%		07/15/28
2012 Notes		—			61,817			6.875	%		6.85	%		04/15/12
2032 Notes		12,489			34,683			7.750	%		7.87	%		04/15/32
2014 Notes		78,994			86,997			6.420	%		6.54	%		06/01/14
2017 II Notes		106,730			106,716			5.950	%		6.37	%		05/15/17

Subtotal	$	492,341		$	640,227
Unamortized Discounts		3,327			4,625

Senior Unsecured Notes, Gross	$	495,668		$	644,852

Unsecured Credit Facility	$	306,000		$	149,000			2.191	%		2.191	%		12/12/14

As of June 30, 2012, mortgage and other loans payable are collateralized by, and in some instances cross-collateralized by, industrial properties with a net carrying value of $875,499 and one letter of credit in the amount of $537. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage and other loans payable as of June 30, 2012.

On April 16, 2012, we paid off and retired our 2012 Notes, at maturity, in the amount of $61,829.

On January 20, 2012, we repurchased and retired a portion of our 2028 Notes prior to maturity as reflected in the table below. In connection with this repurchase prior to maturity, we recognized $1 as gain on retirement of debt for the six months ended June 30, 2012, which is the difference between the repurchase price of $406 and the principal amount retired of $430, net of the pro rata write off of the unamortized debt issue discount, the unamortized loan fees and the unamortized settlement amount of the interest rate protection agreements related to the repurchases of $0, $3 and $20, respectively.

On March 29, 2012, we announced a cash tender offer to purchase up to an aggregate of $100,000 of our 2014 Notes, 2027 Notes, 2028 Notes and 2032 Notes. The tender offer expired on April 25, 2012. During the tender offer, we repurchased and retired certain of our senior unsecured debt prior to its maturity as reflected in the table below. In connection with these repurchases prior to maturity, we recognized $6,223 as loss from retirement of debt for the six months ended June 30, 2012, which is the difference between the repurchase price of $88,922 and the principal amount retired of $86,925, net of the pro rata write off of the unamortized debt issue discount, the unamortized loan fees, the unamortized settlement amount of the interest rate protection agreements and the professional services fees related to the repurchases of $578, $609, $2,599 and $440, respectively.

During the six months ended June 30, 2012, we repurchased and retired the following senior unsecured notes prior to maturity:


	Principal Amount Repurchased		Purchase Price
Senior Unsecured Notes Repurchases
2014 Notes	$	9,000	$	9,439
2028 Notes		55,955		57,041
2032 Notes		22,400		22,848

	$	87,355	$	89,328

The following is a schedule of the stated maturities and scheduled principal payments as of June 30, 2012 of our indebtedness, exclusive of premiums and discounts, for the next five years ending December 31, and thereafter:


	Amount
Remainder of 2012	$	6,442
2013		13,164
2014		453,063
2015		62,088
2016		293,467
Thereafter		657,148

Total	$	1,485,372

Our unsecured credit facility (as amended, the “Unsecured Credit Facility”) and the indentures governing our senior unsecured notes contain certain financial covenants, including limitations on incurrence of debt and debt service coverage. Under the Unsecured Credit Facility, an event of default can occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreement. We believe that we were in compliance with all covenants as of June 30, 2012. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our noteholders or lenders in a manner that could impose and cause us to incur material costs.

Fair Value

At June 30, 2012 and December 31, 2011, the fair values of our indebtedness were as follows:


	June 30, 2012				December 31, 2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgage and Other Loans Payable, Net	$	683,978	$	744,701	$	690,256	$	743,419
Senior Unsecured Notes, Net		492,341		512,406		640,227		630,622
Unsecured Credit Facility		306,000		306,000		149,000		149,000

Total	$	1,482,319	$	1,563,107	$	1,479,483	$	1,523,041

The fair values of our mortgage and other loans payable were determined by discounting the future cash flows using the current rates at which similar loans would be made based upon similar leverage levels and similar remaining maturities. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value for our mortgage and other loans payable was primarily based upon Level 3 inputs. The fair value of the senior unsecured notes was determined by quoted market prices (Level 1) or, for certain senior unsecured notes that are thinly traded, were based upon transactions for senior unsecured notes with comparable maturities (Level 2). The fair value of the Unsecured Credit Facility was determined by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term, assuming no repayment until maturity. The current market rate utilized for our Unsecured Credit Facility was internally estimated; therefore, we have concluded that our determination of fair value was primarily based upon Level 3 inputs.

6. Stockholders’ Equity

Shares of Common Stock and Noncontrolling Interest:

On March 1, 2012, we entered into distribution agreements with sales agents to sell up to 12,500,000 shares of the Company’s common stock, for up to $125,000 aggregate gross sale proceeds, from time to time in “at-the-market” offerings (the “ATM”). During the six months ended June 30, 2012, we issued 1,532,598 shares of the Company’s common stock under the ATM at a weighted average sale price of $12.03 resulting in net proceeds to us of approximately $18,063, net of $369 paid to the sales agent. Under the terms of the ATM, sales are to be made primarily in transactions that are deemed to be “at-the-market” offerings, including sales made directly on the New York Stock Exchange or sales made through a market maker other than on an exchange or by privately negotiated transactions.

During the six months ended June 30, 2012, 280,991 limited partnership interests in the Operating Partnership (“Units”) were converted into an equivalent number of shares of common stock, resulting in a reclassification of $2,469 of Noncontrolling Interest to First Industrial Realty Trust Inc.’s Stockholders’ Equity.

The following table summarizes the changes in Noncontrolling Interest for the six months ended June 30, 2012 and 2011:


	June 30, 2012			June 30, 2011
Noncontrolling Interest, Beginning of Period	$	45,919		$	45,266
Net Loss		(1,045	)		(943	)
Other Comprehensive Income		207			198
Conversion of Units to Common Stock		(2,469	)		(833	)
Reallocation—Additional Paid In Capital		186			2,995
Reallocation—Other Comprehensive Income		41			222

Noncontrolling Interest, End of Period	$	42,839		$	46,905

Restricted Stock:

During the six months ended June 30, 2012 and 2011, we awarded 365,137 and 292,339 shares, respectively, of restricted common stock to certain employees. The restricted common stock had a fair value of approximately $4,327 and $3,248, respectively, on the date of approval by the Compensation Committee of the Board of Directors. The restricted common stock vests over a three year period. Compensation expense will be charged to earnings over the vesting period for the shares expected to vest.

We recognized $1,299 and $1,081 for the three months ended June 30, 2012 and 2011, respectively, and $2,398 and $1,726 for the six months ended June 30, 2012 and 2011, respectively, in compensation expense related to restricted stock/unit awards. At June 30, 2012, we have $6,890 in unrecognized compensation related to unvested restricted stock/unit awards. The weighted average period that the unrecognized compensation is expected to be recognized is 0.97 years.

Dividend/Distributions:

The coupon rate of our Series F Preferred Stock resets every quarter at 2.375% plus the greater of (i) the 30 year Treasury constant maturity treasury (“CMT”) Rate, (ii) the 10 year Treasury CMT Rate or (iii) 3 month LIBOR. For the second quarter of 2012, the new coupon rate was 5.705%. See Note 9 for additional derivative information related to the Series F Preferred Stock coupon rate reset.

The following table summarizes dividends/distributions accrued during the six months ended June 30, 2012:


	Six Months Ended June 30, 2012
	Dividend/ Distribution per Share		Total Dividend
Series F Preferred Stock	$	2,810.89	$	1,405
Series G Preferred Stock	$	3,618.00	$	905
Series J Preferred Stock	$	9,062.60	$	5,438
Series K Preferred Stock	$	9,062.60	$	1,812

7. Supplemental Information to Statements of Cash Flows


	Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
Supplemental schedule of non-cash investing and financing activities:
Distribution payable on preferred stock	$	4,798		$	452

Exchange of Units for common stock:
Noncontrolling interest	$	(2,469	)	$	(833	)
Common stock		3			1
Additional paid-in-capital		2,466			832

	$	—		$	—

Write-off of fully depreciated assets	$	(27,754	)	$	(23,443	)

Mortgage loan payable assumed in conjunction with a property acquisition	$	(12,026	)	$	(24,417	)

Notes receivable issued in conjunction with certain property sales	$	—		$	1,029

8. Earnings Per Share (“EPS”)

The computation of basic and diluted EPS is presented below:


	Three Months Ended June 30, 2012			Three Months Ended June 30, 2011			Six Months Ended June 30, 2012			Six Months Ended June 30, 2011
Numerator:
Loss from Continuing Operations	$	(12,811	)	$	(3,353	)	$	(17,683	)	$	(10,269	)
Noncontrolling Interest Allocable to Continuing Operations		971			491			1,510			1,324

Loss from Continuing Operations Attributable to First Industrial Realty Trust, Inc.		(11,840	)		(2,862	)		(16,173	)		(8,945	)
Preferred Stock Dividends		(4,798	)		(4,947	)		(9,560	)		(9,874	)

Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders	$	(16,638	)	$	(7,809	)	$	(25,733	)	$	(18,819	)

Income from Discontinued Operations, Net of Income Tax Provision	$	2,445		$	3,259		$	8,372		$	5,792
Noncontrolling Interest Allocable to Discontinued Operations		(133	)		(201	)		(465	)		(381	)

Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.	$	2,312		$	3,058		$	7,907		$	5,411

Net Loss Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities	$	(14,326	)	$	(4,751	)	$	(17,826	)	$	(13,408	)

Denominator:
Weighted Average Shares—Basic and Diluted		87,981,078			79,726,916			87,278,138			75,207,863
Basic and Diluted EPS:
Loss from Continuing Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders	$	(0.19	)	$	(0.10	)	$	(0.29	)	$	(0.25	)

Income from Discontinued Operations Attributable to First Industrial Realty Trust, Inc.’s Common Stockholders	$	0.03		$	0.04		$	0.09		$	0.07

Net Loss Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities	$	(0.16	)	$	(0.06	)	$	(0.20	)	$	(0.18	)

Participating securities include 750,051 and 694,708 of unvested restricted stock awards outstanding at June 30, 2012 and 2011, respectively, which participate in non-forfeitable dividends of the Company. Participating security holders are not obligated to share in losses, therefore, none of the net loss attributable to First Industrial Realty Trust, Inc. was allocated to participating securities for the three and six months ended June 30, 2012 and 2011.

The number of weighted average shares—diluted is the same as the number of weighted average shares—basic for the three and six months ended June 30, 2012 and 2011, as the effect of stock options and restricted stock unit awards (that do not participate in non-forfeitable dividends of the Company) was excluded as its inclusion would have been antidilutive to the loss from continuing operations available to First Industrial Realty Trust, Inc.’s common stockholders. The following awards were anti-dilutive and could be dilutive in future periods:


	Number of Awards Outstanding At June 30, 2012		Number of Awards Outstanding At June 30, 2011
Non-Participating Securities:
Restricted Stock Unit Awards		713,550		923,700
Options		—		31,901

9. Derivatives

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our cash flow volatility and exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Our Series F Preferred Stock is subject to a coupon rate reset. The coupon rate resets every quarter at 2.375% plus the greater of i) the 30 year Treasury CMT Rate, ii) the 10 year Treasury CMT Rate or iii) 3 month LIBOR. For the second quarter of 2012, the new coupon rate was 5.705% (see Note 6). In October 2008, we entered into an interest rate swap agreement with a notional value of $50,000 to mitigate our exposure to floating interest rates related to the forecasted reset rate of the coupon rate of our Series F Preferred Stock (the “Series F Agreement”). This Series F Agreement fixes the 30 year Treasury CMT rate at 5.2175%. Accounting guidance for derivatives does not permit hedge accounting treatment related to equity instruments and therefore the mark to market gains or losses related to this agreement are recorded in the statement of operations. For the three and six months ended June 30, 2012, losses of $429 and $305, respectively, are recognized as Mark-to-Market Loss on Interest Rate Protection Agreements. For the three and six months ended June 30, 2011, losses of $232 and $188, respectively, are recognized as Mark-to-Market Loss on Interest Rate Protection Agreements. Quarterly payments are treated as a component of the mark to market gains or losses and for the three and six months ended June 30, 2012, totaled $247 and $539, respectively, and for the three and six months ended June 30, 2011, totaled $89 and $188, respectively.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Other Comprehensive Income (“OCI”) and is subsequently reclassified to earnings through interest expense over the life of the derivative or over the life of the debt. In the next 12 months, we will amortize approximately $2,369 into net income by increasing interest expense for interest rate protection agreements we settled in previous periods.

The following is a summary of the terms of our derivatives and their fair values, which are included in Accounts Payable, Accrued Expenses and Other Liabilities, Net on the accompanying consolidated balance sheets:


Hedge Product	Notional Amount		Strike			Trade Date		Maturity Date		Fair Value As of June 30, 2012			Fair Value As of December 31, 2011
Derivatives not designated as hedging instruments:
Series F Agreement*	$	50,000		5.2175	%		October 2008		October 1, 2013	$	(1,433	)	$	(1,667	)

*	Fair value excludes quarterly settlement payment due on Series F Agreement. As of June 30, 2012 and December 31, 2011, the outstanding payable was $247 and $280, respectively.

The following is a summary of the impact of the derivatives in cash flow hedging relationships on the statement of operations and the statement of OCI for the three and six months ended June 30, 2012 and 2011:


Interest Rate Products	Location on Statement		Three Months Ended							Six Months Ended
Interest Rate Products	Location on Statement		June 30, 2012			June 30, 2011			June 30, 2012		June 30, 2011
Amortization Reclassified from OCI into Income		Interest Expense	$	(571	)	$	(546	)	$(1,111)		$	(1,102	)

Our agreements with our derivative counterparties contain provisions where if we default on any of our indebtedness, then we could also be declared in default on our derivative obligations subject to certain thresholds.

The guidance for fair value measurement of financial instruments includes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table sets forth our financial liabilities that are accounted for at fair value on a recurring basis as of June 30, 2012 and December 31, 2011:


Description	Fair Value			Fair Value Measurements at Reporting Date Using:
Description	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Liabilities:
Series F Agreement at June 30, 2012	$	(1,433	)		—		—	$	(1,433	)
Series F Agreement at December 31, 2011	$	(1,667	)		—		—	$	(1,667	)

The following table presents the quantitative information about the Level 3 fair value measurements at June 30, 2012.

Quantitative Information about Level 3 Fair Value Measurements:

Description

Fair Value at
June 30, 2012

Valuation Technique

Unobservable Inputs

Range

Series F Agreement

(1,433)

Discounted Cash Flow

Long Dated Treasuries (A)

2.72%-2.88%

Own Credit Risk (B)

1.55%-2.78%

(A)	Represents the forward 30 year Treasury CMT Rate.

(B)	Represents credit default swap spread curve used in the valuation analysis.

The valuation of the Series F Agreement is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the instrument. This analysis reflects the contractual terms of the agreements including the period to maturity. In adjusting the fair value of the interest rate protection agreements for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. To comply with the provisions of fair value measurement, we incorporated a credit valuation adjustment (“CVA”) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. However, assessing significance of inputs is a matter of judgment that should consider a variety of factors. One factor we consider is the CVA and its materiality to the overall valuation of the derivatives on the balance sheet and to their related changes in fair value. We consider the Series F Agreement to be classified as Level 3 in the fair value hierarchy due to a significant number of unobservable inputs. The Series F Agreement swaps a fixed rate of 5.2175% for floating rate payments based on 30 year Treasury CMT rate. No market observable prices exist for long dated Treasuries. Therefore, we have classified the Series F Agreement in its entirety as Level 3.

The following table presents a reconciliation of our liabilities classified as Level 3 at June 30, 2012:


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Derivatives
Ending liability balance at December 31, 2011	$	(1,667	)
Mark-to-Market of the Series F Agreement		234

Ending liability balance at June 30, 2012	$	(1,433	)

10. Commitments and Contingencies

In the normal course of business, we are involved in legal actions arising from the ownership of our industrial properties. In our opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on our consolidated financial position, operations or liquidity.

11. Subsequent Events

From July 1, 2012 to August 3, 2012, we sold two industrial properties for approximately $4,680. There were no industrial properties acquired during this period.

On July 3, 2012, we entered into a loan commitment with a life insurance company lender for mortgage loans, aggregating to $100,599. The closings of the mortgage loans are subject to lender due diligence and documentation and there can be no assurance that the mortgage loans will close or, if closed, will generate the anticipated proceeds. The mortgage loans are expected to be cross-collateralized by 31 industrial properties, have a term of 10 years and bear interest at 4.03%.

In 2009, we originated a mortgage loan receivable with a purchaser of one of our industrial properties. Subsequent to June 30, 2012, we were notified that the sole tenant in the industrial property that serves as collateral for the mortgage loan receivable filed for Chapter 7 bankruptcy. As of the date of this filing, the mortgagor is current on its loan payments. As of June 30, 2012, the mortgage loan receivable had an outstanding principal balance of $7,725, offset by an unamortized discount of $287, resulting in a carrying value of $7,438.

Item2.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “seek,” “target,” “potential,” “focus,” “may,” “should,” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities (including the Internal Revenue Service); our ability to qualify and maintain our status as a real estate investment trust; the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land, the supply and demand for which is inherently more volatile than other types of industrial property) in the Company’s current and proposed market areas; difficulties in consummating acquisitions and dispositions; risks related to our investments in properties through joint ventures; environmental liabilities; slippages in development or lease-up schedules; tenant creditworthiness; higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to real estate investment trusts; international business risks and those additional factors described under the heading “Risk Factors” and elsewhere in the Company’s annual report on Form 10-K for the year ended December 31, 2011 (“2011 Form 10-K”), and in this quarterly report. We caution you not to place undue reliance on forward looking statements, which reflect our analysis only and speak only as of the date of this report or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. Unless the context otherwise requires, the terms “Company,” “we,” “us,” and “our” refer to First Industrial Realty Trust, Inc., First Industrial, L.P. and their controlled subsidiaries. We refer to our operating partnership, First Industrial, L.P., as the “Operating Partnership.”

GENERAL

The Company was organized in the state of Maryland on August 10, 1993. We are a real estate investment trust (“REIT”) as defined in the Internal Revenue Code of 1986 (the “Code”). We began operations on July 1, 1994. Our interests in our properties and land parcels are held through partnerships, corporations, and limited liability companies controlled, directly or indirectly, by the Company, including the Operating Partnership, of which we are the sole general partner with an approximate 94.7% ownership interest at June 30, 2012, and through our taxable REIT subsidiaries. We also conduct operations through other partnerships and limited liability companies, the operating data of which, together with that of the Operating Partnership and the taxable REIT subsidiaries, is consolidated with that of the Company as presented herein. Noncontrolling interest at June 30, 2012 of approximately 5.3% represents the aggregate partnership interest in the Operating Partnership held by the limited partners thereof.

We maintain a website at www.firstindustrial.com. Information on this website shall not constitute part of this Form 10-Q. Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available without charge on our website as soon as reasonably practicable after such reports are filed with or furnished to the Securities and Exchange Commission. In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter and Nominating/Corporate Governance Committee Charter, along with supplemental financial and operating information prepared by us, are all available without charge on our website or upon request to us. Amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers or directors will also be posted to our website. We also post or otherwise make available on our website from time to time other information that may be of interest to our investors. Please direct requests as follows:

First Industrial Realty Trust, Inc.

311 S. Wacker Drive, Suite 3900

Chicago, IL 60606

Attn: Investor Relations

MANAGEMENT’S OVERVIEW

We believe our financial condition and results of operations are, primarily, a function of our performance in four key areas: leasing of industrial properties, acquisition and development of additional industrial properties, disposition of industrial properties and access to external capital.

We generate revenue primarily from rental income and tenant recoveries from long-term (generally three to six years) operating leases of our industrial properties. Such revenue is offset by certain property specific operating expenses, such as real estate taxes, repairs and maintenance, property management, utilities and insurance expenses, along with certain other costs and expenses, such as depreciation and amortization costs and general and administrative and interest expenses. Our revenue growth is dependent, in part, on our ability to (i) increase rental income, through increasing either or both occupancy rates and rental rates at our properties, (ii) maximize tenant recoveries and (iii) minimize operating and certain other expenses. Revenues generated from rental income and tenant recoveries are a significant source of funds, in addition to proceeds generated from gains/losses on the sale of our properties (as discussed below), for our liquidity. The leasing of property, in general, and occupancy rates, rental rates, operating expenses and certain non-operating expenses, in particular, are impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The leasing of property also entails various risks, including the risk of tenant default. If we were unable to maintain or increase occupancy rates and rental rates at our properties or to maintain tenant recoveries and operating and certain other expenses consistent with historical levels and proportions, our revenue would decline. Further, if a significant number of our tenants were unable to pay rent (including tenant recoveries) or if we were unable to rent our properties on favorable terms, our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.

Our revenue growth is also dependent, in part, on our ability to acquire existing, and acquire and develop new, additional industrial properties on favorable terms. The Company seeks to identify opportunities to acquire existing industrial properties on favorable terms, and, when conditions permit, also seeks to identify opportunities to acquire and develop new industrial properties on favorable terms. Existing properties, as they are acquired, and acquired and developed properties, as they are leased, generate revenue from rental income, tenant recoveries and fees, income from which, as discussed above, is a source of funds for our distributions. The acquisition and development of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The acquisition and development of properties also entails various risks, including the risk that our investments may not perform as expected. For example, acquired existing and acquired and developed new properties may not sustain and/or achieve anticipated occupancy and rental rate levels. With respect to acquired and developed new properties, we may not be able to complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties. Also, we face significant competition for attractive acquisition and development opportunities from other well-capitalized real estate investors, including both publicly-traded REITs and private investors. Further, as discussed below, we may not be able to finance the acquisition and development opportunities we identify. If we were unable to acquire and develop sufficient additional properties on favorable terms, or if such investments did not perform as expected, our revenue growth would be limited and our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.

We also generate income from the sale of our properties (including existing buildings, buildings which we have developed or re-developed on a merchant basis and land). The gain/loss on, and fees from, the sale of such properties are included in our income and can be a significant source of funds, in addition to revenues generated from rental income and tenant recoveries, for our operations. Currently, a significant portion of our proceeds from sales are being used to repay outstanding debt. Market conditions permitting, however, a portion of our proceeds from such sales may be used to fund the acquisition of existing, and the acquisition and development of new, industrial properties. The sale of properties is impacted, variously, by property specific, market specific, general

economic and other conditions, many of which are beyond our control. The sale of properties also entails various risks, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. Further, our ability to sell properties is limited by safe harbor rules applying to REITs under the Code which relate to the number of properties that may be disposed of in a year, their tax bases and the cost of improvements made to the properties, along with other tests which enable a REIT to avoid punitive taxation on the sale of assets. If we were unable to sell properties on favorable terms, our income growth would be limited and our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.

We utilize a portion of the net sales proceeds from property sales, borrowings under our unsecured credit facility (the “Unsecured Credit Facility”) and proceeds from the issuance, when and as warranted, of additional debt and equity securities to refinance debt and finance future acquisitions and developments. Access to external capital on favorable terms plays a key role in our financial condition and results of operations, as it impacts our cost of capital and our ability and cost to refinance existing indebtedness as it matures and to fund acquisitions and developments or through the issuance, when and as warranted, of additional equity securities. Our ability to access external capital on favorable terms is dependent on various factors, including general market conditions, interest rates, credit ratings on our preferred stock and debt, the market’s perception of our growth potential, our current and potential future earnings and cash distributions and the market price of our capital stock. If we were unable to access external capital on favorable terms, our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock would be adversely affected.

RESULTS OF OPERATIONS

Comparison of Six Months Ended June 30, 2012 to Six Months Ended June 30, 2011

Our net loss available to First Industrial Realty Trust, Inc.’s common stockholders and participating securities was $17.8 million and $13.4 million for the six months ended June 30, 2012 and 2011, respectively. Basic and diluted net loss available to First Industrial Realty Trust, Inc.’s common stockholders was $0.20 per share and $0.18 per share for the six months ended June 30, 2012 and 2011, respectively.

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the six months ended June 30, 2012 and 2011. Same store properties are properties owned prior to January 1, 2011 and held as an operating property through June 30, 2012 and developments and redevelopments that were placed in service prior to January 1, 2011 or were substantially completed for the 12 months prior to January 1, 2011. Properties which are at least 75% occupied at acquisition are placed in service. All other properties are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development completion. Acquired properties are properties that were acquired subsequent to December 31, 2010 and held as an operating property through June 30, 2012. Sold properties are properties that were sold subsequent to December 31, 2010. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2011 or b) stabilized prior to January 1, 2011. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.

Our future financial condition and results of operations, including rental revenues, may be impacted by the future acquisition and sale of properties. Our future revenues and expenses may vary materially from historical rates.

For the six months ended June 30, 2012 and 2011, the average occupancy rates of our same store properties were 86.4% and 85.6%, respectively.


	Six Months Ended June 30,
	2012			2011			$ Change			% Change
	($ in 000’s)
REVENUES
Same Store Properties	$	164,920		$	163,194		$	1,726			1.1	%
Acquired Properties		2,038			210			1,828			870.5	%
Sold Properties		456			4,509			(4,053	)		(89.9	)%
(Re) Developments and Land, Not Included Above		525			301			224			74.4	%
Other		2,782			2,488			294			11.8	%

	$	170,721		$	170,702		$	19			0.0	%
Discontinued Operations		(4,408	)		(9,049	)		4,641			(51.3	)%

Total Revenues	$	166,313		$	161,653		$	4,660			2.9	%

Revenues from same store properties increased $1.7 million primarily due to an increase in occupancy and an increase in termination and restoration fees. Revenues from acquired properties increased $1.8 million due to the two industrial properties acquired subsequent to December 31, 2010 totaling approximately 1.1 million square feet of GLA. Revenues from sold properties decreased $4.1 million due to the 43 industrial properties sold subsequent to December 31, 2010 totaling approximately 3.7 million square feet of GLA. Revenues from (re)developments and land increased $0.2 million primarily due to an increase in occupancy. Other revenues remained relatively unchanged.


	Six Months Ended June 30,
	2012			2011			$ Change			% Change
	($ in 000’s)
PROPERTY EXPENSES
Same Store Properties	$	50,193		$	52,059		$	(1,866	)		(3.6	)%
Acquired Properties		399			43			356			827.9	%
Sold Properties		34			1,994			(1,960	)		(98.3	)%
(Re) Developments and Land, Not Included Above		543			417			126			30.2	%
Other		5,257			5,343			(86	)		(1.6	)%

	$	56,426		$	59,856		$	(3,430	)		(5.7	)%
Discontinued Operations		(1,716	)		(3,702	)		1,986			(53.6	)%

Total Property Expenses	$	54,710		$	56,154		$	(1,444	)		(2.6	)%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties decreased $1.9 million due primarily to a decrease in repairs and maintenance expense resulting from lower snow removal costs incurred due to the mild 2012 winter. Property expenses from acquired properties increased $0.4 million due to properties acquired subsequent to December 31, 2010. Property expenses from sold properties decreased $2.0 million due to properties sold subsequent to December 31, 2010. Property expenses from (re)developments and land increased by $0.1 million due to an increase in real estate tax expense. Other expenses remained relatively unchanged.

General and administrative expense increased $1.5 million, or 15.3%, during the six months ended June 30, 2012 compared to the six months ended June 30, 2011 due primarily to an increase in incentive compensation expense, professional fees and an increase in franchise tax expense due to the reversal of a state franchise tax reserve relating to the 1996-2001 tax years during the six months ended June 30, 2011.

For the six months ended June 30, 2011, we incurred $1.6 million in restructuring charges to provide for costs associated with the termination of a certain office lease ($1.2 million) and other costs ($0.4 million) associated with implementing our restructuring plan.

For industrial properties that no longer qualify to be classified as held for sale, any impairment charge or reversal recorded during the six months ended June 30, 2012 and 2011 is reflected in continuing operations. Additionally, any impairment charge or reversal related to a land parcel, whether held for sale or held for use, is reflected in continuing operations. The impairment reversal included in continuing operations for the six months ended June 30, 2012 and 2011 of $0.2 million and $7.9 million, respectively, is primarily comprised of a reversal of impairment relating to certain industrial properties and/or land parcels that no longer qualify for held for sale classification.


	Six Months Ended June 30,
	2012			2011			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	61,219		$	54,861		$	6,358			11.6	%
Acquired Properties		1,275			305			970			318.0	%
Sold Properties		94			1,081			(987	)		(91.3	)%
(Re) Developments and Land, Not Included Above		337			302			35			11.6	%
Corporate Furniture, Fixtures and Equipment		578			757			(179	)		(23.6	)%

	$	63,503		$	57,306		$	6,197			10.8	%
Discontinued Operations		(494	)		(1,737	)		1,243			(71.6	)%

Total Depreciation and Other Amortization	$	63,009		$	55,569		$	7,440			13.4	%

Depreciation and other amortization for same store properties increased $6.4 million primarily due to depreciation taken for properties that were classified as held for sale in 2011 but no longer classified as held for sale in 2012. Depreciation and other amortization from acquired properties increased $1.0 million due to properties acquired subsequent to December 31, 2010. Depreciation and other amortization from sold properties decreased $1.0 million due to properties sold subsequent to December 31, 2010. Depreciation and other amortization for (re)developments and land and other remained relatively unchanged. Corporate furniture, fixtures and equipment depreciation expense decreased $0.2 million due to assets becoming fully depreciated.

Interest income decreased $0.3 million, or 14.0%, primarily due to a decrease in the weighted average mortgage loans interest rate for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011.

Interest expense, inclusive of $0 and $0.1 million of interest expense included in discontinued operations, for the six months ended June 30, 2012 and 2011, respectively, decreased $8.7 million, or 16.5%, primarily due to a decrease in the weighted average debt balance outstanding for the six months ended June 30, 2012 ($1,485.3 million) as compared to the six months ended June 30, 2011 ($1,672.0 million), an increase in capitalized interest for the six months ended June 30, 2012 due to an increase in development activities and a decrease in the weighted average interest rate for the six months ended June 30, 2012 (6.00%), as compared to the six months ended June 30, 2011 (6.34%).

Amortization of deferred financing costs decreased $0.4 million, or 20.2%, due primarily to the write off of financing costs related to the repurchase and retirement of certain of our senior unsecured notes, the replacement of our previous credit facility with the Unsecured Credit Facility in December 2011, and the early retirement of certain mortgage loans, partially offset by the costs associated with the origination of mortgage financings during 2011.

In October 2008, we entered into an interest rate swap agreement (the “Series F Agreement”) to mitigate our exposure to floating interest rates related to the coupon reset of the Company’s Series F Preferred Stock. The Series F Agreement has a notional value of $50.0 million and is effective from April 1, 2009 through October 1, 2013. The Series F Agreement fixes the 30 year Treasury constant maturity treasury (“CMT”) rate at 5.2175%. We recorded $0.3 million in mark to market loss, inclusive of $0.5 million in swap payments, which is included in Mark-to-Market Loss on Interest Rate Protection Agreements for the six months ended June 30, 2012, as compared to $0.2 million in mark to market loss, inclusive of $0.2 million in swap payments, for the six months ended June 30, 2011.

For the six months ended June 30, 2012, we recognized a net loss from retirement of debt of $6.2 million due to the partial repurchase of a certain series of our senior unsecured notes. For the six months ended June 30, 2011, we recognized a net loss from retirement of debt of $4.3 million due to the early payoff of certain mortgage loans and the partial repurchase of certain series of our senior unsecured notes.

Equity in Income of Joint Ventures remained relatively unchanged.

For both the six months ended June 30, 2012 and six months ended June 30, 2011, Gain on Change in Control of Interests relates to the acquisition of the 85% equity interest in one property in each of those periods from the institutional investor in the 2003 Net Lease Joint Venture. For the six months ended June 30, 2012 and 2011, we recognized $0.8 million gain and $0.7 million gain, respectively, which is the difference between our carrying value and fair value of our equity interest in each of the properties on the respective acquisition date.

Income tax provision increased $3.1 million, or 147.7%, during the six months ended June 30, 2012 compared to the six months ended June 30, 2011 due primarily to a one time IRS audit adjustment on the 2009 liquidation of a former taxable REIT subsidiary, partially offset by a decrease in taxes related to the gain on sale of real estate in the new taxable REIT subsidiaries for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011.

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the six months ended June 30, 2012 and 2011.


	Six Months Ended June 30,
	2012			2011
	($ in 000’s)
Total Revenues	$	4,408		$	9,049
Property Expenses		(1,716	)		(3,702	)
Impairment of Real Estate		(1,411	)		(3,057	)
Depreciation and Amortization		(494	)		(1,737	)
Interest Expense		—			(63	)
Gain on Sale of Real Estate		7,585			7,341
Provision for Income Taxes		—			(2,039	)

Income from Discontinued Operations	$	8,372		$	5,792

Income from discontinued operations for the six months ended June 30, 2012 reflects the results of operations and gain on sale of real estate relating to seven industrial properties that were sold during the six months ended June 30, 2012 and the results of operations of 16 industrial properties that were identified as held for sale at June 30, 2012. The impairment loss for the six months ended June 30, 2012 of $1.4 million relates to an impairment charge related to certain industrial properties that were either sold or classified as held for sale at June 30, 2012.

Income from discontinued operations for the six months ended June 30, 2011 reflects the gain on sale of real estate relating to 17 industrial properties that were sold during the six months ended June 30, 2011, the results of operations of 36 industrial properties that were sold during the year ended December 31, 2011, the results of operations of seven industrial properties that were sold during the six months ended June 30, 2012 and the results of operations of the 16 industrial properties identified as held for sale at June 30, 2012. The impairment loss for the six months ended June 30, 2011 of $3.1 million relates to an impairment charge related to certain industrial properties that were either sold or classified as held for sale at June 30, 2012.

Comparison of Three Months Ended June 30, 2012 to Three Months Ended June 30, 2011

Our net loss available to First Industrial Realty Trust, Inc.’s common stockholders and participating securities was $14.3 million and $4.8 million for the three months ended June 30, 2012 and 2011, respectively. Basic and diluted net loss available to First Industrial Realty Trust, Inc.’s common stockholders was $0.16 per share and $0.06 per share for the three months ended June 30, 2012 and 2011, respectively.

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the three months ended June 30, 2012 and 2011. Same store properties are properties owned prior to January 1, 2011 and held as an operating property through June 30, 2012 and developments and redevelopments that were placed in service prior to January 1, 2011 or were substantially completed for the 12 months prior to January 1, 2011. Properties which are at least 75% occupied at acquisition are placed in service. All other properties are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development completion. Acquired properties are properties that were acquired subsequent to December 31, 2010 and held as an operating property through June 30, 2012. Sold properties are properties that were sold subsequent to December 31, 2010. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2011 or b) stabilized prior to January 1, 2011. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.

For the three months ended June 30, 2012 and 2011, the average occupancy rates of our same store properties were 86.8% and 86.2%, respectively.


	Three Months Ended June 30,
	2012			2011			$ Change			% Change
	($ in 000’s)
REVENUES
Same Store Properties	$	82,896		$	81,254		$	1,642			2.0	%
Acquired Properties		1,169			210			959			456.7	%
Sold Properties		(17	)		1,670			(1,687	)		(101.0	)%
(Re) Developments and Land, Not Included Above		231			174			57			32.8	%
Other		1,508			1,055			453			42.9	%

	$	85,787		$	84,363		$	1,424			1.7	%
Discontinued Operations		(1,967	)		(3,958	)		1,991			(50.3	)%

Total Revenues	$	83,820		$	80,405		$	3,415			4.2	%

Revenues from same store properties increased $1.6 million due to an increase in occupancy and an increase in termination and restoration fees. Revenues from acquired properties increased $1.0 million due to the two industrial properties acquired subsequent to December 31, 2010 totaling approximately 1.1 million square feet of GLA. Revenues from sold properties decreased $1.7 million due to the 43 industrial properties sold subsequent to December 31, 2010 totaling approximately 3.7 million square feet of GLA. Revenues from (re)developments and land remained relatively unchanged. Other revenues remained relatively unchanged.


	Three Months Ended June 30,
	2012			2011			$ Change			% Change
	($ in 000’s)
PROPERTY EXPENSES
Same Store Properties	$	24,695		$	24,383		$	312			1.3	%
Acquired Properties		244			43			201			467.4	%
Sold Properties		(90	)		845			(935	)		(110.7	)%
(Re) Developments and Land, Not Included Above		292			155			137			88.4	%
Other		2,697			2,985			(288	)		(9.6	)%

	$	27,838		$	28,411		$	(573	)		(2.0	)%
Discontinued Operations		(722	)		(1,536	)		814			(53.0	)%

Total Property Expenses	$	27,116		$	26,875		$	241			0.9	%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties remained relatively unchanged. Property expenses from acquired properties increased $0.2 million due to properties acquired subsequent to December 31, 2010. Property expenses from sold properties decreased $0.9 million due to properties sold subsequent to December 31, 2010. Property expenses from (re)developments and land increased $0.1 million due to an increase in real estate tax expense. Other expenses remained relatively unchanged.

General and administrative expense increased $1.2 million, or 24.9%, during the three months ended June 30, 2012 compared to the three months ended June 30, 2011 due primarily to an increase in incentive compensation expense, professional fees and an increase in franchise tax expense related to the reversal of a state franchise tax reserve relating to the 1996-2001 tax years during the three months ended June 30, 2011.

For the three months ended June 30, 2011, we incurred $0.4 million in restructuring charges to provide for costs associated with the termination of a certain office lease ($0.2 million) and other costs ($0.2 million) associated with implementing our restructuring plan.

For industrial properties that no longer qualify to be classified as held for sale, any impairment charge or reversal recorded during the three months ended June 30, 2011 is reflected in continuing operations. Additionally, any impairment charge or reversal related to a land parcel, whether held for sale or held for use, is reflected in continuing operations. The impairment reversal included in continuing operations for the three months ended June 30, 2011 of $5.3 million is primarily comprised of a reversal of impairment relating to certain industrial properties and a land parcel that no longer qualify for held for sale classification.


	Three Months Ended June 30,
	2012			2011			$ Change			% Change
	($ in 000’s)
DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	29,311		$	27,843		$	1,468			5.3	%
Acquired Properties		664			305			359			117.7	%
Sold Properties		2			249			(247	)		(99.2	)%
(Re) Developments and Land, Not Included Above		179			137			42			30.7	%
Corporate Furniture, Fixtures and Equipment		278			352			(74	)		(21.0	)%

	$	30,434		$	28,886		$	1,548			5.4	%
Discontinued Operations		(186	)		(604	)		418			(69.2	)%

Total Depreciation and Other Amortization	$	30,248		$	28,282		$	1,966			7.0	%

Depreciation and other amortization for same store properties increased $1.5 million primarily due to depreciation taken for properties that were classified as held for sale in 2011 but no longer classified as held for sale in 2012. Depreciation and other amortization from acquired properties increased $0.4 million due to properties acquired subsequent to December 31, 2010. Depreciation and other amortization from sold properties decreased $0.2 million due to properties sold subsequent to December 31, 2010. Depreciation and other amortization for (re)developments and land and other remained relatively unchanged. Corporate furniture, fixtures and equipment depreciation expense decreased $0.1 million due to assets becoming fully depreciated.

Interest income decreased $0.2 million, or 23.6%, primarily due to a decrease in the weighted average mortgage loans interest rate for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011.

Interest expense for the three months ended June 30, 2012 and 2011, respectively, decreased $4.6 million, or 17.8%, primarily due to a decrease in the weighted average debt balance outstanding for the three months ended June 30, 2012 ($1,468.1 million) as compared to the three months ended June 30, 2011 ($1,631.6 million), an increase in capitalized interest for the three months ended June 30, 2012 due to an increase in development activities and a decrease in the weighted average interest rate for the three months ended June 30, 2012 (5.82%), as compared to the three months ended June 30, 2011 (6.33%).

Amortization of deferred financing costs decreased $0.2 million, or 21.1%, due primarily to the write off of financing costs related to the repurchase and retirement of certain of our senior unsecured notes, the replacement of our previous credit facility with the Unsecured Credit Facility in December 2011, and the early retirement of certain mortgage loans, partially offset by the costs associated with the origination of mortgage financings during 2011.

We recorded $0.4 million in mark to market loss, inclusive of $0.2 million in swap payments, which is included in Mark-to-Market Loss on Interest Rate Protection Agreements for the three months ended June 30, 2012, as compared to $0.2 million in mark to market loss, inclusive of $0.1 million in swap payments, for the three months ended June 30, 2011.

For the three months ended June 30, 2012, we recognized a net loss from retirement of debt of $6.2 million due to the partial repurchase of a certain series of our senior unsecured notes. For the three months ended June 30, 2011, we recognized a net loss from retirement of debt of $3.2 million due to the early payoff of certain mortgage loans and the partial repurchase of certain series of our senior unsecured notes.

Equity in Income of Joint Ventures remained relatively unchanged.

For the three months ended June 30, 2011, Gain on Change in Control of Interests relates to the acquisition of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture. The $0.7 million gain is the difference between our carrying value and fair value of our equity interest on the acquisition date.

Income tax provision increased $3.7 million, or 216.1%, during the three months ended June 30, 2012 compared to the three months ended June 30, 2011 due primarily to a one time IRS audit adjustment on the 2009 liquidation of a former taxable REIT subsidiary, partially offset by a decrease in taxes related to the gain on sale of real estate in the new taxable REIT subsidiaries for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011.

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the three months ended June 30, 2012 and 2011.


	Three Months Ended June 30,
	2012			2011
	($ in 000’s)
Total Revenues	$	1,967		$	3,958
Property Expenses		(722	)		(1,536	)
Impairment of Real Estate		—			(564	)
Depreciation and Amortization		(186	)		(604	)
Interest Expense		—			—
Gain on Sale of Real Estate		1,386			3,537
Provision for Income Taxes		—			(1,532	)

Income from Discontinued Operations	$	2,445		$	3,259

Income from discontinued operations for the three months ended June 30, 2012 reflects the results of operations and gain on sale of real estate relating to four industrial properties that were sold during the three months ended June 30, 2012 and the results of operations of 16 industrial properties that were identified as held for sale at June 30, 2012.

Income from discontinued operations for the three months ended June 30, 2011 reflects the gain on sale of real estate relating to four industrial properties that were sold during the three months ended June 30, 2011, the results of operations of 36 industrial properties that were sold during the year ended December 31, 2011, the results of operations of seven industrial properties that were sold during the six months ended June 30, 2012 and the results of operations of the 16 industrial properties identified as held for sale at June 30, 2012. The impairment loss for the three months ended June 30, 2011 of $0.6 million relates to an impairment charge related to certain industrial properties that were either sold or classified as held for sale at June 30, 2012.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2012, our cash and cash equivalents was approximately $5.1 million. We also had $143.4 million available for additional borrowings under our Unsecured Credit Facility, subject to certain restrictions.

We considered our short-term (through June 30, 2013) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We believe that our principal short-term liquidity needs are to fund normal recurring expenses, property acquisitions, developments, renovations, expansions and other nonrecurring capital improvements, debt service requirements and the minimum distributions required to maintain our REIT qualification under the Code. We anticipate that these needs will be met with cash flows provided by operating and investing activities, including the disposition of select assets.

We expect to meet long-term (after June 30, 2013) liquidity requirements such as property acquisitions, developments, scheduled debt maturities, major renovations, expansions and other nonrecurring capital improvements through the disposition of select assets, long-term unsecured and secured indebtedness and the issuance of additional equity securities, subject to market conditions.

We also financed the development or acquisition of additional properties through borrowings under our Unsecured Credit Facility and may finance the development or acquisition of additional properties through such borrowings, to the extent capacity is available, in the future. At June 30, 2012, borrowings under our Unsecured Credit Facility bore interest at a weighted average interest rate of 2.191%. As of August 3, 2012, we had approximately $123.4 million available for additional borrowings under our Unsecured Credit Facility, subject to certain restrictions. Our Unsecured Credit Facility contains certain financial covenants including limitations on incurrence of debt and debt service coverage. Our access to borrowings may be limited if we fail to meet any of these covenants. We believe that we were in compliance with our financial covenants as of June 30, 2012, and we anticipate that we will be able to operate in compliance with our financial covenants for the remainder of 2012.

Our senior unsecured notes have been assigned credit ratings from Standard & Poor’s, Moody’s and Fitch Ratings of BB-/Ba3/BB, respectively. In the event of a downgrade, we believe we would continue to have access to sufficient capital; however, our cost of borrowing would increase and our ability to access certain financial markets may be limited.

Six Months Ended June 30, 2012

Net cash provided by operating activities of approximately $60.3 million for the six months ended June 30, 2012 was comprised primarily of the non-cash adjustments of approximately $67.8 million and the net change in operating assets and liabilities of $5.0 million, offset by a net loss of approximately $9.3 million, prepayment penalties and fees associated with retirement of debt of approximately $0.4 million and payments of premiums and discounts associated with senior unsecured notes of $2.8 million. The adjustments for the non-cash items of approximately $67.8 million are primarily comprised of depreciation and amortization of approximately $69.6 million, the loss from retirement of debt of approximately $6.2 million, the impairment of real estate of $1.2 million, the provision for bad debt of approximately $0.6 million, the mark to market loss related to the Series F Agreement of approximately $0.3 million, offset by the gain on sale of real estate of approximately $7.6 million, the gain on the change in control of interests in connection with the purchase of the 85% equity interest in one property from the 2003 Net Lease Joint Venture of approximately $0.8 million, equity in income of our Joint Ventures of $0.1 million and the effect of the straight-lining of rental income of approximately $1.6 million.

Net cash used in investing activities of approximately $62.6 million for the six months ended June 30, 2012 was comprised primarily of the acquisition of one property and several land parcels, the development of real estate, capital expenditures related to the improvement of existing real estate and payments related to leasing activities, offset by the net proceeds from the sale of real estate and the repayments on our mortgage notes receivable.

During the six months ended June 30, 2012, we sold seven industrial properties comprising approximately 0.8 million square feet of GLA. Proceeds from the sales of the seven industrial properties, net of closing costs, were approximately $23.1 million. We are in various stages of discussions with third parties for the sale of additional properties and plan to continue to selectively market other properties for sale for the remainder of 2012.

During the six months ended June 30, 2012, we acquired one industrial property comprising approximately 0.4 million square feet of GLA through the purchase of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture. The acquisition was funded with a cash payment of $8.3 million and the assumption of a mortgage loan in the amount of $12.0 million, which was subsequently paid off on the date of acquisition. We also acquired several land parcels. The purchase price of these land parcel acquisitions totaled approximately $46.7 million, excluding costs incurred in conjunction with the acquisition of these land parcels.

Net cash used in financing activities of approximately $2.8 million for the six months ended June 30, 2012 was comprised primarily of repayments on our senior unsecured notes and mortgage and other loans payable, payments of debt and equity issuance costs, preferred stock dividends, the repurchase and retirement of restricted stock and payments on the interest rate swap agreement offset by the net proceeds from the issuance of common stock and net proceeds from our Unsecured Credit Facility.

During the six months ended June 30, 2012, we repurchased $87.4 million of our unsecured notes at an aggregate purchase price of $89.3 million. Additionally, we also paid off and retired our 2012 Notes, at maturity, in the amount of $61.8 million. 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, taxable income and results of operations.

During the six months ended June 30, 2012, we issued 1,532,598 shares of the Company’s common stock in “at-the-market” offerings, resulting in net proceeds of approximately $18.1 million. We may access the equity markets again, subject to contractual restrictions and market conditions. To the extent additional equity offerings occur, we expect to use at least a portion of the proceeds received to reduce our indebtedness or fund property acquisitions.

Market Risk

The following discussion about our risk-management activities includes “forward-looking statements” that involve risk and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. Our business subjects us to market risk from interest rates, and to a much lesser extent, foreign currency fluctuations.

Interest Rate Risk

This analysis presents the hypothetical gain or loss in earnings, cash flows or fair value of the financial instruments and derivative instruments which are held by us at June 30, 2012 that are sensitive to changes in the interest rates. While this analysis may have some use as a benchmark, it should not be viewed as a forecast.

In the normal course of business, we also face risks that are either non-financial or non-quantifiable. Such risks principally include credit risk and legal risk and are not represented in the following analysis.

At June 30, 2012, approximately $1,176.3 million (approximately 79.4% of total debt at June 30, 2012) of our debt was fixed rate debt and approximately $306.0 million (approximately 20.6% of total debt at June 30, 2012) was variable rate debt. Currently, we do not enter into financial instruments for trading or other speculative purposes.

For fixed rate debt, changes in interest rates generally affect the fair value of the debt, but not our earnings or cash flows. Conversely, for variable rate debt, changes in the base interest rate used to calculate the all-in interest rate generally do not impact the fair value of the debt, but would affect our future earnings and cash flows. The interest rate risk and changes in fair market value of fixed rate debt generally do not have a significant impact on us until we are required to refinance such debt. See Note 5 to the Consolidated Financial Statements for a discussion of the maturity dates of our various fixed rate debt.

Based upon the amount of variable rate debt outstanding at June 30, 2012, a 10% increase or decrease in the interest rate on our variable rate debt would decrease or increase, respectively, future net income and cash flows by approximately $0.7 million per year. The foregoing calculation assumes an instantaneous increase or decrease in the rates applicable to the amount of borrowings outstanding under our Unsecured Credit Facility at June 30, 2012. Changes in LIBOR could result in a greater than 10% increase to such rates. In addition, the calculation does not account for our option to elect the lower of two different interest rates under our borrowings or other possible actions, such as prepayment, that we might take in response to any rate increase.

The use of derivative financial instruments allows us to manage risks of increases in interest rates with respect to the effect these fluctuations would have on our earnings and cash flows. As of June 30, 2012, we had one outstanding derivative with a notional amount of $50.0 million which mitigates our exposure to floating interest rates related to the reset rate of our Series F Preferred Stock (see Note 9 to the Consolidated Financial Statements).

Foreign Currency Exchange Rate Risk

Owning, operating and developing industrial property outside of the United States exposes us to the possibility of volatile movements in foreign exchange rates. Changes in foreign currencies can affect the operating results of international operations reported in U.S. dollars and the value of the foreign assets reported in U.S. dollars. The economic impact of foreign exchange rate movements is complex because such changes are often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. At June 30, 2012, we owned one land parcel for which the U.S. dollar was not the functional currency. The land parcel is located in Ontario, Canada and uses the Canadian dollar as its functional currency.

IRS Tax Refund

On August 24, 2009, we received a private letter ruling from the IRS granting favorable loss treatment under Sections 331 and 336 of the Code on the tax liquidation of one of our former taxable REIT subsidiaries. On November 6, 2009, legislation was signed that allowed businesses with net operating losses for 2008 or 2009 to carry back those losses for up to five years. As a result, we received a refund from the IRS of $40.4 million in the fourth quarter of 2009 (the “Refund”) in connection with this tax liquidation. As previously reported, the IRS examination team, which is required by statute to review all refund claims in excess of $2.0 million on behalf of the Joint Committee on Taxation, indicated to us that it disagrees with certain of the property valuations we obtained from an independent valuation expert in support of our fair value of the liquidated taxable REIT subsidiary and our claim for the Refund. We have reached a preliminary written agreement with the regional office of the IRS on a proposed adjustment to the Refund. The total agreed-upon adjustment to taxable income was $13.7 million, which equates to approximately $4.8 million of taxes owed. We must also pay accrued interest which approximates $0.5 million as of June 30, 2012. During the three months ended June 30, 2012, the Company recorded a charge of $5.3 million related to the preliminary agreed-upon adjustment which is reflected as a component of income tax expense.

Supplemental Earnings Measure

Investors in and industry analysts following the real estate industry utilize funds from operations (“FFO”) as a supplemental operating performance measure of an equity REIT. Historical cost accounting for real estate assets in accordance with accounting principles generally accepted in the United States of America (“GAAP”) implicitly assumes that the value of real estate assets diminishes predictably over time through depreciation. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors prefer to supplement operating results that use historical cost accounting. The National Association of Real Estate Investment Trusts (“NAREIT”) created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from net income (loss) determined in accordance with GAAP. FFO is a non-GAAP financial measure. FFO available to common stockholders and participating securities should not be considered as a substitute for its most comparable GAAP measure, net income (loss) available to common stockholders and participating securities, or any other measures derived in accordance with GAAP. FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to cash flow from operating activities as a measure of our liquidity, nor is it indicative of funds available for our cash needs, including our ability to make cash distributions. FFO is calculated by us in accordance with the definition adopted by the Board of Governors of NAREIT and therefore may not be comparable to other similarly titled measures of other companies.

Management believes that the use of FFO available to common stockholders and participating securities, combined with net income (loss) (which remains the primary measure of performance), improves the understanding of operating results of REITs among the investing public and makes comparisons of REIT operating results more meaningful. Management believes that, by excluding gains or losses related to sales of previously depreciated real estate assets, real estate asset depreciation and amortization and impairment charges (reversals) recorded on depreciable real estate, investors and analysts are able to identify the operating results of the long-term assets that form the core of a REIT’s activity and assist in comparing these operating results between periods or to those of different companies.

The following table shows a reconciliation of net income (loss) available to common stockholders and participating securities to the calculation of FFO available to common stockholders and participating securities for the three and six months ended June 30, 2012 and 2011.


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In thousands)
Net Loss Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities	$	(14,326	)	$	(4,751	)	$	(17,826	)	$	(13,408	)
Adjustments:
Depreciation and Other Amortization of Real Estate		29,970			27,930			62,431			54,812
Depreciation and Other Amortization of Real Estate Included in Discontinued Operations		186			604			494			1,737
Equity in Depreciation and Other Amortization of Joint Ventures		82			157			172			345
Impairment of Depreciated Real Estate		—			544			(165	)		(1,406	)
Impairment of Depreciated Real Estate Included in Discontinued Operations		—			564			1,411			3,057
Non-NAREIT Compliant Gain		(1,386	)		(3,537	)		(7,585	)		(7,341	)
Non-NAREIT Compliant Gain from Joint Ventures		(1	)		(87	)		(57	)		(87	)
Gain on Change in Control of Interests		—			(689	)		(776	)		(689	)
Noncontrolling Interest Share of Adjustments		(1,585	)		(1,554	)		(3,105	)		(3,313	)

Funds from Operations Available to First Industrial Realty Trust, Inc.’s Common Stockholders and Participating Securities	$	12,940		$	19,181		$	34,994		$	33,707

Recent Accounting Pronouncements

Refer to Note 2 to the Consolidated Financial Statements.

Subsequent Events

From July 1, 2012 to August 3, 2012, we sold two industrial properties for approximately $4.7 million. There were no industrial properties acquired during this period.

On July 3, 2012, we entered into a loan commitment with a life insurance company lender for mortgage loans, aggregating to $100.6 million. The closings of the mortgage loans are subject to lender due diligence and documentation and there can be no assurance that the mortgage loans will close or, if closed, will generate the anticipated proceeds. The mortgage loans are expected to be cross-collateralized by 31 industrial properties, have a term of 10 years and bear interest at 4.03%.

In 2009, we originated a mortgage loan receivable with a purchaser of one of our industrial properties. Subsequent to June 30, 2012, we were notified that the sole tenant in the industrial property that serves as collateral for the mortgage loan receivable filed for Chapter 7 bankruptcy. As of the date of this filing, the mortgagor is current on its loan payments. As of June 30, 2012, the mortgage loan receivable had an outstanding principal balance of $7.7 million, offset by an unamortized discount of $0.3 million, resulting in a carrying value of $7.4 million.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Response to this item is included in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above.

Item 4.

Controls and Procedures

Our principal executive officer and principal financial officer, in evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report, based on the evaluation of these controls and procedures required by Exchange Act Rules 13a-15(b) or 15d-15(b), have concluded that as of the end of such period our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

None.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

Item 6.

Exhibits


Exhibit Number		Description

10.1*		Form of Restricted Stock Award Agreement.

10.2*		Form of Restricted Stock Unit Award Agreement.

10.3*		Form of Employee Service Based Bonus Agreement.

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.

101.1*		The following financial statements from First Industrial Realty Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Stockholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited).

*	Filed herewith

**	Furnished herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


FIRST INDUSTRIAL REALTY TRUST, INC.

By:		/s/ SCOTT A. MUSIL
		Scott A. Musil
		Chief Financial Officer
		(Principal Financial Officer)

Date: August 3, 2012

EXHIBIT INDEX


Exhibit Number		Description

10.1*		Form of Restricted Stock Award Agreement.

10.2*		Form of Restricted Stock Unit Award Agreement.

10.3*		Form of Employee Service Based Bonus Agreement.

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.

101.1*		The following financial statements from First Industrial Realty Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in XBRL: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Statements of Operations (unaudited), (iii) Consolidated Statements of Comprehensive Income (unaudited), (iv) Consolidated Statement of Changes in Stockholders’ Equity (unaudited), (v) Consolidated Statements of Cash Flows (unaudited) and (vi) Notes to Consolidated Financial Statements (unaudited).

*	Filed herewith

**	Furnished herewith

EX-10.1

Exhibit 10.1

FIRST INDUSTRIAL REALTY TRUST, INC.

2011 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (“Award Agreement”) is made and entered into as of , 2012 (the “Grant Date”), by and between First Industrial Realty Trust, Inc. (the “Company”) and (the “Grantee”).

WHEREAS, the Company maintains the First Industrial Realty Trust, Inc. 2011 Stock Incentive Plan, as amended (the “Plan”), which is incorporated into and forms a part of this Award Agreement;

WHEREAS, the Grantee has been selected by the Committee to receive an award of Restricted Stock under the Plan; and

WHEREAS, this Award Agreement is subject to the terms of the Plan and capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Plan.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company and the Grantee hereby agree, freely and with full knowledge and consent, as follows:

1. Grant. The Company hereby grants to the Grantee “Covered Shares” of Restricted Stock pursuant to the Plan (“Award”), where each Covered Share represents the right of the Grantee to enjoy, subject to the terms and conditions set forth in this Award Agreement and the Plan, one (1) share of Stock free of restrictions once the Restricted Period ends. The Covered Shares are granted as of the Grant Date.

2. Vesting.

(a) The “Restricted Period” for each installment of Covered Shares set forth in the table immediately below (each, an “Installment”) shall begin on the Grant Date and end as described in the table immediately below; provided that the Grantee’s Termination of Service has not occurred prior thereto:


INSTALLMENT		RESTRICTED PERIOD SHALL END ON:
% of Covered Shares		Date/Event/Other Condition

(b) Upon the consummation of a Change of Control prior to the Grantee’s Termination of Service, the Restricted Period for all the Covered Shares shall cease and such Covered Shares shall become fully vested as of the effective date of the Change of Control.

(c) Notwithstanding the foregoing provisions of this Section 2, the Restricted Period for all the Covered Shares shall cease immediately and such Covered Shares shall become fully vested immediately upon the Grantee’s Termination of Service due to the Grantee’s Disability or the Grantee’s death.

(d) Except as set forth in Section 2(c) above, if the Grantee’s Termination of Service occurs prior to the expiration of one or more Restricted Periods, the Grantee shall forfeit all right, title and interest in and to any Installment(s) still subject to a Restricted Period as of such Termination of Service.

3. Share Delivery. Delivery of Stock or other amounts under this Award Agreement and the Plan shall be subject to the following:

(a) To the extent that this Award Agreement and the Plan provide for the issuance of Stock, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

(b) Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Stock or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.

4. Dividends. The Grantee shall be entitled to receive dividends and distributions paid on any Installment during the Restricted Period; provided, however, that no dividends or distributions shall be payable to or for the benefit of the Grantee with respect to record dates for such dividends or distributions occurring before the Grant Date or on or after the date, if any, on which the Grantee has forfeited the respective Covered Shares.

5. Voting Rights. The Grantee shall be entitled to vote the Covered Shares during the Restricted Period; provided, however, that the Grantee shall not be entitled to vote Covered Shares with respect to record dates occurring before the Grant Date or on or after the date, if any, on which the Grantee has forfeited the respective Covered Shares.

6. Deposit of Restricted Stock Award. All Stock issued with respect to Covered Shares shall be registered in the name of the Grantee and shall be retained by the Company, or an agent of the Company, until the end of the Restricted Period applicable to such Covered Shares.

7. Corporate Transactions. To the extent permitted under Section 409A of the Code, if applicable, in the event of a corporate transaction involving the Company or the shares of Stock of the Company (including any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), this Award shall automatically be adjusted to proportionately and uniformly reflect such transaction (but only to the extent that such adjustment will not affect the status of this Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, if applicable); provided, however, that the Committee may otherwise adjust this Award (or prevent such automatic adjustment) as it deems necessary, in its sole discretion, to preserve the benefits or potential benefits of this Award and the Plan.

8. Nontransferability. This Award shall not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except by will or the laws of descent and distribution.

9. Withholding. The Grantee shall make appropriate arrangements with the Company, consistent with the provisions of Section 12 of the Plan, for satisfaction of any applicable tax withholding requirements, or similar requirements, arising out of this Award Agreement.

10. Administration. The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by it with respect to this Award Agreement or the Plan shall be final and binding on all persons.

11. Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Grantee from the office of the Secretary of the Company; and this Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the Plan and this Award Agreement, the Plan shall control. Further notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the corporate records of the Company and this Award Agreement, the corporate records shall control.

12. Not an Employment Contract. The grant of this Award shall not confer on the Grantee any right with respect to continuance of service with the Company or any Affiliate or Subsidiary, nor shall such grant confer any right to future grants of Restricted Stock, or any other awards in lieu thereof, while employed by the Company or any Affiliate or Subsidiary. The grant shall not interfere in any way with the right of the Company or any Affiliate or Subsidiary to terminate the Grantee’s service at any time.

13. Validity. If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

14. References. References herein to rights and obligations of the Grantee shall apply, where appropriate, to the Grantee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award Agreement.

15. Notice. Any notice required or permitted to be given under this Award Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:


If to the Company:		First Industrial Realty Trust, Inc.
		311 South Wacker Drive, Suite 4000
		Chicago, Illinois 60606
		Attn: John Lee, General Counsel

If to the Grantee: At the most recent address on file at the Company.

16. Counterparts. This Award Agreement may be executed in counterparts, each of which shall constitute one (1) and the same instrument.

17. Amendment. This Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement of the Grantee and the Company without the consent of any other person.

18. Governing Law. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to the principles of conflict of laws, except to the extent such law is preempted by federal law.

19. Data Privacy. The Grantee agrees to the collection, use, processing and transfer (collectively, the “Use”) of certain personal data such as the Grantee’s name, salary, job title, and position evaluation rating, along with details of all past awards and current awards outstanding and awarded under the Plan or otherwise (collectively, the “Data”), for the purpose of administering the Plan, a copy of which the Grantee acknowledges having received and understood. The Grantee further acknowledges and agrees that the Company and its Affiliates and Subsidiaries may make Use of the Data amongst themselves and/or with any other third parties assisting the Company in the administration of the Plan (collectively, the “Data Recipients”). The Grantee hereby further authorizes any Data Recipients, including any Data Recipients located in foreign jurisdictions, to continue to make Use of the Data, in electronic or other form, for the purposes of administering the Plan, including without limitation, any necessary Use of such Data as may be required for the subsequent holding of Stock on the Grantee’s behalf by a broker or other third party with whom the Grantee may elect to deposit any Stock acquired through the Plan or otherwise. The Company shall, at all times, take all commercially reasonable efforts to ensure that appropriate safety measures shall be in place to ensure the confidentiality of the Data, and that no Use shall be made of the Data for any purpose other than the administration of the Plan. The Grantee may, at any time, review his or her Data and request necessary amendments to such Data. The Grantee may withdraw consent to the Use of the Data herein by notifying the Company in writing; provided, however, that because the Data is essential to the Company’s ability to administer the Plan and to assess employee admissibility under the Plan, by withdrawing consent to the Use of the Data, the Grantee may affect his or her eligibility to participate in the Plan. The Grantee hereby releases and forever discharges the Company from any and all claims, demands, actions, causes of action, damages, liabilities, costs, losses and expenses arising out of, or in connection with, the Use of the Data for purposes of administering the Plan, including without limitation, any and all claims for invasion of privacy, infringement of the Grantee’s right of publicity, defamation and any other personal, moral and/or property rights.

20. Section 409A Amendment. This Award is intended to be exempt from Section 409A of the Code and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code. Any such amendment shall maintain, to the extent practicable, the original intent of the applicable provision. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgement of and consent to such rights of the Company.

21. Clawback Policy. This Award, and any amount or benefit received hereunder shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy, as it may be amended from time to time (the “Policy”) and any applicable law. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgment of and consent to the Company’s application, implementation and enforcement of (a) the Policy or any similar policy established by the Company that may apply to the Grantee and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the Grantee’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Grantee) or applicable law, without further consideration or action.

(Signature page to follow)

IN WITNESS WHEREOF, the undersigned has executed this Award Agreement as of the Grant Date.


FIRST INDUSTRIAL REALTY TRUST, INC.

By:

I hereby acknowledge that I have received a copy of the Plan (the terms of which are incorporated by reference into this Award Agreement) and am familiar with the terms set forth therein. I agree to accept as binding, conclusive and final all decisions and interpretations of the Committee. As a condition to the receipt of this Award, I hereby authorize the Company to withhold from any regular cash compensation payable to me by the Company any taxes required to be withheld under any applicable law as a result of this Award.


GRANTEE

By:

Date:

EX-10.2

Exhibit 10.2

FIRST INDUSTRIAL REALTY TRUST, INC.

2011 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (“Award Agreement”) is made and entered into as of , 2012 (the “Grant Date”), by and between First Industrial Realty Trust, Inc. (the “Company”) and (the “Grantee”).

WHEREAS, the Company maintains the First Industrial Realty Trust, Inc. 2011 Stock Incentive Plan, as amended (the “Plan”), which is incorporated into and forms a part of this Award Agreement;

WHEREAS, the Grantee has been selected by the Committee to receive an award of Restricted Stock Units under the Plan; and

WHEREAS, this Award Agreement is subject to the terms of the Plan and capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Plan.

1. Grant. The Company hereby grants to the Grantee Restricted Stock Units pursuant to the Plan (“Award”). Each Restricted Stock Unit represents the right of the Grantee to receive in the future, subject to the terms and conditions set forth in this Award Agreement and the Plan, one (1) share of Stock once the Restricted Period ends. Until the expiration of the respective Restricted Period, the Restricted Stock Units shall be credited to the Grantee in an unfunded bookkeeping account established for the Grantee by the Company. The Restricted Stock Units are granted as of the Grant Date.

2. Vesting.

(a) The “Restricted Period” for each installment of Restricted Stock Units set forth in the table immediately below (each, an “Installment”) shall begin on the Grant Date and end as described in the table immediately below; provided that the Grantee’s Termination of Service has not occurred prior thereto:


INSTALLMENT		RESTRICTED PERIOD SHALL END ON:
% of Restricted Stock Units		Date/Event/Other Condition

(b) Upon the consummation of a Change of Control prior to the Grantee’s Termination of Service, the Restricted Period for all the Restricted Stock Units shall cease and such Restricted Stock Units shall become fully vested as of the effective date of the Change of Control.

(c) Notwithstanding the foregoing provisions of this Section 2, the Restricted Period for all the Restricted Stock Units shall cease immediately and such Restricted Stock Units shall become fully vested immediately upon the Grantee’s Termination of Service due to the Grantee’s Disability or the Grantee’s death.

3. Share Delivery. Delivery of Stock or other amounts under this Award Agreement and the Plan shall be subject to the following:

(a) As soon as practicable following the end of the respective Restricted Period (but in no event later than sixty (60) days following the end of such Restricted Period), one (1) share of Stock shall be issued to the Grantee in respect of each Restricted Stock Unit for which the Restricted Period has lapsed; provided, however, that

(i) with respect to each Restricted Stock Unit that vests pursuant to Section 2(b) above that constitutes Deferred Compensation, settlement of such Restricted Stock Unit shall not occur earlier than (i) the consummation of the Change of Control if such Change of Control constitutes a “change in control event” within the meaning of Section 409A of the Code (each, a “409A Change in Control Event”) or (ii) if such Change of Control does not constitute a 409A Change in Control Event, the earliest of (A) such time as the Restricted Stock Unit would have been settled pursuant to Section 2 above had the Change of Control not occurred, (B) the Grantee’s death or “disability” (within the meaning of Section 409A of the Code) or (C) within five (5) days of the Grantee’s “separation from service” (within the meaning of Section 409A of the Code); and

(ii) with respect to each Restricted Stock Unit that vests pursuant to Section 2(c) above that constitutes Deferred Compensation, settlement of such Restricted Stock Unit shall not occur earlier than (i) the Grantee’s death or “disability” (within the meaning of Section 409A of the Code) or (ii) within five (5) days of the Grantee’s “separation from service” (within the meaning of Section 409A of the Code).

(b) To the extent that this Award Agreement and the Plan provide for the issuance of Stock, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

(c) Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Stock or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.

4. Rights of Stockholder; Dividend Equivalents. The Grantee, by virtue of this Award, shall have no right to receive dividends or distributions with respect to any shares of Stock, or vote any shares of Stock, prior to the issuance of such Stock upon the vesting of

Restricted Stock Units hereunder. Notwithstanding the foregoing, the Grantee shall have the right to receive additional Restricted Stock Units equal in value to any cash dividends and property dividends paid with respect to the shares underlying the Restricted Stock Units; provided, however, that no such additional Restricted Stock Units shall be payable to or for the benefit of the Grantee with respect to record dates for cash dividends or property dividends occurring before the Grant Date or on or after the date, if any, on which the Grantee has forfeited the Restricted Stock Units. Additional Restricted Stock Units pursuant to this Section 4 shall be provided at the time the respective cash dividends or property dividends are paid and shall be subject to the same restrictions applicable to the underlying Restricted Stock Units.

5. Corporate Transactions. To the extent permitted under Section 409A of the Code, if applicable, in the event of a corporate transaction involving the Company or the shares of Stock of the Company (including any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), this Award shall automatically be adjusted to proportionately and uniformly reflect such transaction (but only to the extent that such adjustment will not affect the status of this Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, if applicable); provided, however, that the Committee may otherwise adjust this Award (or prevent such automatic adjustment) as it deems necessary, in its sole discretion, to preserve the benefits or potential benefits of this Award and the Plan.

6. Nontransferability. This Award shall not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except by will or the laws of descent and distribution.

7. Withholding. The Grantee shall make appropriate arrangements with the Company, consistent with the provisions of Section 12 of the Plan, for satisfaction of any applicable tax withholding requirements, or similar requirements, arising out of this Award Agreement. The Grantee may elect, subject to such ministerial rules as may be established by the Committee from time to time, to have such tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to this Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due (based on the minimum statutory rates).

8. Administration. The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by it with respect to this Award Agreement or the Plan shall be final and binding on all persons.

9. Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Grantee from the office of the Secretary of the Company; and this Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the Plan and this

Award Agreement, the Plan shall control. Further notwithstanding anything in this Award Agreement to the contrary, in the event of any discrepancies between the corporate records of the Company and this Award Agreement, the corporate records shall control.

10. Not an Employment Contract. The grant of this Award shall not confer on the Grantee any right with respect to continuance of service with the Company or any Affiliate or Subsidiary, nor shall such grant confer any right to future grants of Restricted Stock Units, or any other awards in lieu thereof, while employed by the Company or any Affiliate or Subsidiary. The grant shall not interfere in any way with the right of the Company or any Affiliate or Subsidiary to terminate the Grantee’s service at any time.

11. Validity. If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

12. References. References herein to rights and obligations of the Grantee shall apply, where appropriate, to the Grantee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award Agreement.

13. Notice. Any notice required or permitted to be given under this Award Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:


If to the Company:		First Industrial Realty Trust, Inc.
		311 South Wacker Drive, Suite 4000
		Chicago, Illinois 60606
		Attn: John Lee, General Counsel

If to the Grantee:		At the most recent address on file at the Company.

14. Counterparts. This Award Agreement may be executed in counterparts, each of which shall constitute one (1) and the same instrument.

15. Amendment. This Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement of the Grantee and the Company without the consent of any other person.

16. Governing Law. This Award Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to the principles of conflict of laws, except to the extent such law is preempted by federal law.

17. Data Privacy. The Grantee agrees to the collection, use, processing and transfer (collectively, the “Use”) of certain personal data such as the Grantee’s name, salary, job title, and

position evaluation rating, along with details of all past awards and current awards outstanding and awarded under the Plan or otherwise (collectively, the “Data”), for the purpose of administering the Plan, a copy of which the Grantee acknowledges having received and understood. The Grantee further acknowledges and agrees that the Company and its Affiliates and Subsidiaries may make Use of the Data amongst themselves and/or with any other third parties assisting the Company in the administration of the Plan (collectively, the “Data Recipients”). The Grantee hereby further authorizes any Data Recipients, including any Data Recipients located in foreign jurisdictions, to continue to make Use of the Data, in electronic or other form, for the purposes of administering the Plan, including without limitation, any necessary Use of such Data as may be required for the subsequent holding of Stock on the Grantee’s behalf by a broker or other third party with whom the Grantee may elect to deposit any Stock acquired through the Plan or otherwise. The Company shall, at all times, take all commercially reasonable efforts to ensure that appropriate safety measures shall be in place to ensure the confidentiality of the Data, and that no Use shall be made of the Data for any purpose other than the administration of the Plan. The Grantee may, at any time, review his or her Data and request necessary amendments to such Data. The Grantee may withdraw consent to the Use of the Data herein by notifying the Company in writing; provided, however, that because the Data is essential to the Company’s ability to administer the Plan and to assess employee admissibility under the Plan, by withdrawing consent to the Use of the Data, the Grantee may affect his or her eligibility to participate in the Plan. The Grantee hereby releases and forever discharges the Company from any and all claims, demands, actions, causes of action, damages, liabilities, costs, losses and expenses arising out of, or in connection with, the Use of the Data for purposes of administering the Plan, including without limitation, any and all claims for invasion of privacy, infringement of the Grantee’s right of publicity, defamation and any other personal, moral and/or property rights.

18. Section 409A. It is the intention of the Company that this Award Agreement and each Restricted Stock Unit granted hereunder shall comply with the requirements of Section 409A of the Code or be exempt from Section 409A of the Code and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code, and this Award Agreement, the Plan (insofar as it is incorporated by reference into this Award Agreement) and the terms and conditions of all Restricted Stock Units shall be interpreted accordingly. Notwithstanding anything in this Award Agreement to the contrary, to the extent required by Section 409A of the Code, any amount payable to the Grantee hereunder on account of the Grantee’s “separation from service” shall be delayed and paid to the Grantee on the first business day after the date that is six (6) months following the Grantee’s “separation from service.” The Company does not guarantee that this Award or any payments or benefits that may be made or provided hereunder will satisfy all applicable provisions of Section 409A or any other Section of the Code.

19. Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code. Any such amendment shall maintain, to the extent practicable, the original intent of the applicable provision. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgement of and consent to such rights of the Company.

20. Clawback Policy. This Award, and any amount or benefit received hereunder shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy, as it may be amended from time to time (the “Policy”) and any applicable law. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgment of and consent to the Company’s application, implementation and enforcement of (a) the Policy or any similar policy established by the Company that may apply to the Grantee and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, as well as the Grantee’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Grantee) or applicable law, without further consideration or action.

(Signature page to follow)

IN WITNESS WHEREOF, the undersigned has executed this Award Agreement as of the Grant Date.


FIRST INDUSTRIAL REALTY TRUST, INC.

By:


GRANTEE

By:

Date:

EX-10.3

Exhibit 10.3

FIRST INDUSTRIAL REALTY TRUST, INC.

SERVICE-BASED BONUS AGREEMENT

AGREEMENT (the “Agreement”), made and entered into as of [ ], 2012 by and between First Industrial Realty Trust, Inc. (the “Company”) and [ ] (the “Grantee”).

WHEREAS, the Company desires to provide Grantee a cash bonus in connection with his service to the Company through June 30, 2013. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the First Industrial Realty Trust, Inc. 2009 Stock Incentive Plan (the “Plan”).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company and the Grantee agree as follows:

1. Bonus Eligibility. In the event Grantee remains employed with the Company through and including June 30, 2013 Grantee will be eligible for a cash bonus of $ (the “Bonus”).

2. Other Events; Change of Control. In the event (i) Grantee’s employment with the Company is terminated on or prior to June 30, 2013 as a result of Grantee’s death or by the Company due to Grantee’s Disability (as defined in the Plan and where such disability also qualifies as such under the Company’s long-term disability insurance policy, if applicable) or (ii) a Change of Control (as defined in the Plan) is consummated on or prior to June 30, 2013 and Grantee remains employed with the Company through the date of such consummation, Grantee will be eligible for an amount in cash equal to one (1) times the Bonus, in lieu of the Bonus. Except as provided in clauses (i) and (ii) above, in the event of the termination of the Grantee’s employment with the Company by the Company with or without Cause or by the Grantee for any reason prior to the earlier of June 30, 2013 or the consummation of a Change of Control, Grantee will not be eligible for any Bonus.

3. Payment. As soon as practicable following the time at which Grantee becomes eligible (but in no event later than 60 days therefrom), the Bonus shall be paid to the Grantee in cash.

4. Nontransferability. This Agreement shall not be transferable by the Grantee except by will or the laws of descent and distribution.

5. Withholding. The Company shall withhold from any payment due to Grantee hereunder an amount necessary to satisfy all applicable income and employment taxes due (based on the minimum statutory rates).

6. Administration. The authority to manage and control the operation and administration of this Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to awards granted under the Plan. Any interpretation of this Agreement or the Plan by the Committee and any decision made by it with respect to this Agreement or the Plan are final and binding on all persons.

7. Plan Governs. Notwithstanding anything in this Agreement to the contrary, this Agreement shall be subject to the terms of the Plan, in a manner consistent as if it were granted pursuant to the Plan, a copy of which may be obtained by the Grantee from the office of the Secretary of the Company; and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to and applicable to awards granted under the Plan. Notwithstanding anything in this Agreement to the contrary, in the event of any discrepancies between the corporate records and this Agreement, the corporate records shall control.

8. Not an Employment Contract. This Agreement shall not confer on the Grantee any right with respect to continuance of service with the Company nor shall such grant confer any right to future bonuses, or any other awards in lieu thereof, while employed by the Company. This Agreement shall not interfere in any way with the right of the Company to terminate the Grantee’s service at any time.

9. Validity. If any provision of the Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Agreement shall be construed and enforced as if such illegal or invalid provision has never been included herein.

10. References. References herein to rights and obligations of the Grantee shall apply, where appropriate, to the Grantee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

11. Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of:


If to the Company:		First Industrial Realty Trust, Inc.
		311 S. Wacker Drive, Suite 3900
		Chicago, Illinois 60606
		Attn: John W. Lee – General Counsel

If to the Grantee:		At the most recent address on file at the Company.

12. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.

13. Amendment. This Agreement may be amended in accordance with the provisions of the Plan as applicable to awards granted under the Plan, and may otherwise be amended by written agreement of the Grantee and the Company without the consent of any other person.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without reference to the principles of conflict of laws, except to the extent such law is preempted by federal law.

15. Data Privacy. By executing this Agreement, the Grantee hereby agrees freely, and with full knowledge and consent, to the collection, use, processing and transfer (collectively, the “Use”) of certain personal data such as the Grantee’s name, salary, job title, position or evaluation rating, along with details of this Agreement or similar agreements or otherwise (collectively, the “Data”), for the purpose of managing and administering this Agreement, a copy of which the Grantee acknowledges having received and understood. The Grantee further acknowledges and agrees that the Company and/or any of its Affiliates or Subsidiaries or may make Use of the Data amongst themselves, and/or with any other third parties assisting the Company in the administration and management of the Agreement (collectively, the “Data Recipients”). In keeping therewith, the Grantee hereby further authorizes any Data Recipients, including any Data Recipients located in foreign jurisdictions, to continue to make Use of the Data, in electronic or other form, for the purposes of administering and managing the Agreement. The Company shall, at all times, take all commercially reasonable efforts to ensure that appropriate safety measures shall be in place to ensure the confidentiality of the Data, and that no Use will be made of the Data for any purpose other than the administration and management of the Plan. The Grantee may, at any time, review his or her Data and request necessary amendments to such Data. The Grantee may withdraw consent to the Use of the Data herein by notifying the Company in writing at the following address: First Industrial Realty Trust, Inc. Attn: Chris Schneider, 311 S. Wacker Drive, Suite 3900, Chicago, IL 60606, USA; however, because the Data is essential to the Company’s ability to administer and manage the Agreement and to assess employee admissibility under the Agreement, by withdrawing consent to the Use of the Data, the Grantee may affect his or her eligibility to participate in the Agreement. By executing this Agreement, the Grantee hereby releases and forever discharges the Company from any and all claims, demands, actions, causes of action, damages, liabilities, costs, losses and expenses arising out of, or in connection with, the Use of the Data for purposes of managing and administering the Agreement, including without limitation, any and all claims for invasion of privacy, infringement of the Grantee’s right of publicity, defamation and any other personal, moral and/or property rights.

16. Section 409A. It is the intention of the Company that this Agreement shall comply with the requirements of Section 409A of the Code or be exempt from Section 409A of the Code and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code, and this Agreement, the Plan (insofar as it is incorporated by reference into this Agreement) and the terms and conditions of all awards thereunder shall be interpreted accordingly. Notwithstanding anything in this Agreement to the contrary, to the extent required by Section 409A of the Code, any amount payable to the Grantee hereunder on account of his “separation from service” shall be delayed and paid to the Grantee on the first business day after the date that is six months following the Grantee’s “separation from service.”

17. Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Code

Section 409A. Any such amendment shall maintain, to the extent practicable, the original intent of the applicable provision. Grantee’s acceptance of this Agreement constitutes acknowledgement and consent to such rights of the Company.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of date first written above.


FIRST INDUSTRIAL REALTY TRUST, INC.

By:

I hereby acknowledge that I have received a copy of the Plan (the terms of which are incorporated by reference into this Agreement) and am familiar with the terms and conditions set forth therein. I agree to accept as binding, conclusive, and final all decisions and interpretations of the Committee. As a condition to the receipt of any award under this Agreement, I hereby authorize the Company to withhold from any regular cash compensation payable to me by the Company any taxes required to be withheld under any applicable law as a result of any award under this Agreement.


GRANTEE

By:

Date:

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Bruce W. Duncan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of First Industrial Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ BRUCE W. DUNCAN

Bruce W. Duncan

President and Chief Executive Officer

Date: August 3, 2012

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Scott A. Musil, certify that:

1. I have reviewed this quarterly report on Form 10-Q of First Industrial Realty Trust, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ SCOTT A. MUSIL

Scott A. Musil

Chief Financial Officer

Date: August 3, 2012

EX-32.1

EXHIBIT 32.1

CERTIFICATION

Accompanying Form 10-Q Report

of First Industrial Realty Trust, Inc.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Chapter 63, Title 18 U.S.C. §1350(a) and (b))

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. § 1350(a) and (b)), each of the undersigned hereby certifies, to his knowledge, that the Quarterly Report on Form 10-Q for the period ended June 30, 2012 of First Industrial Realty Trust, Inc. (the “Company”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ BRUCE W. DUNCAN

Bruce W. Duncan

President and Chief Executive Officer

(Principal Executive Officer)

Date: August 3, 2012

/s/ SCOTT A. MUSIL

Scott A. Musil

Chief Financial Officer

(Principal Financial Officer)

Date: August 3, 2012

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The information contained in this written statement shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference to such filing.

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company