##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30,
    2010o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to       Commission file number
    333-21873
      First Industrial,
    L.P.
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware

36-3924586(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)    311 S. Wacker Drive, Suite 3900, Chicago,
    Illinois 60606
 (Address of Principal Executive
    Offices)
  (312) 344-4300
 (Registrants Telephone
    Number, Including Area Code)
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer o  Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended September 30, 2010
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


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


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


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


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


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


6Notes to Consolidated Financial Statements


7Item 2.


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


25Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


40Item 4.


Controls and Procedures


40PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


41Item 1A.


Risk Factors


41Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


41Item 3.


Defaults Upon Senior Securities


41Item 4.


(Removed and Reserved)


41Item 5.


Other Information


41Item 6.


ExhibitsSIGNATURE


43EXHIBIT INDEX


44EX-31.1EX-31.2EX-32.1




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##### Table of Contents



PART I:
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    BALANCE SHEETS
  September 30,


December 31,2010


2009(Unaudited)(In thousands except unit and per unit data)ASSETSAssets:Investment in Real Estate:Land

$
597,931


$
661,945Buildings and Improvements


2,201,143



2,279,814Construction in Progress


6,904



23,332Less: Accumulated Depreciation


(570,153
)


(521,021
)Net Investment in Real Estate


2,235,825



2,444,070Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $310 and $1,752 at September 30, 2010 and
    December 31, 2009, respectively


2,827



29,154Investments in and Advances to Other Real Estate Partnerships


259,976



307,806Cash and Cash Equivalents


122,289



181,147Restricted Cash


115



90Tenant Accounts Receivable, Net


3,201



1,818Investments in Joint Ventures


3,076



8,788Deferred Rent Receivable, Net


37,957



33,561Deferred Financing Costs, Net


13,022



14,659Deferred Leasing Intangibles, Net of Accumulated Amortization of
    $38,324 and $37,738 at September 30, 2010 and
    December 31, 2009, respectively


43,911



51,796Prepaid Expenses and Other Assets, Net


128,226



127,521Total Assets

$
2,850,425


$
3,200,410LIABILITIES AND PARTNERS CAPITALLiabilities:Indebtedness:Mortgage and Other Loans Payable, Net

$
437,274


$
370,809Senior Unsecured Debt, Net


896,792



1,140,114Unsecured Line of Credit


496,988



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


88,173



106,128Deferred Leasing Intangibles, Net of Accumulated Amortization of
    $12,680 and $12,219 at September 30, 2010 and
    December 31, 2009, respectively


18,843



21,871Rents Received in Advance and Security Deposits


22,455



22,953Total Liabilities


1,960,525



2,117,119Commitments and Contingencies






Partners Capital:General Partner Preferred Units (1,550 units issued and
    outstanding at September 30, 2010 and December 31,
    2009, respectively) with a liquidation preference of $275,000,
    respectively


266,211



266,211General Partner Units (63,771,213 and 61,845,214 units
    issued and outstanding at September 30, 2010 and
    December 31, 2009, respectively)


545,216



724,852Limited Partners Units (5,365,600 and 5,390,737 units
    issued and outstanding at September 30, 2010 and
    December 31, 2009, respectively)


95,363



112,214Accumulated Other Comprehensive Loss


(16,890
)


(19,986
)Total Partners Capital


889,900



1,083,291Total Liabilities and Partners Capital

$
2,850,425


$
3,200,410    2




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


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

$
56,830


$
57,452


$
171,161


$
174,158Tenant Recoveries and Other Income


17,862



20,109



58,174



62,224Construction Revenues


271



15,954



541



52,703Total Revenues


74,963



93,515



229,876



289,085Expenses:Property Expenses


25,404



27,198



80,455



84,266General and Administrative


4,897



8,442



21,153



30,006Restructuring Costs


338



1,380



1,549



6,196Impairment of Real Estate


156,659



5,617



165,814



5,617Depreciation and Other Amortization


31,219



33,009



92,839



99,011Construction Expenses


247



14,895



456



50,567Total Expenses


218,764



90,541



362,266



275,663Other Income/(Expense):Interest Income


1,053



738



3,162



2,022Interest Expense


(24,768
)


(28,883
)


(76,690
)


(86,333
)Amortization of Deferred Financing Costs


(765
)


(750
)


(2,317
)


(2,211
)Mark-to-Market
    (Loss) Gain on Interest Rate Protection Agreements


(330
)


(555
)


(1,788
)


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


(19
)


18,179



(3,984
)


22,165Foreign Currency Exchange Loss, Net










(190
)


Total Other Income/(Expense)


(24,829
)


(11,271
)


(81,807
)


(61,496
)Loss from Continuing Operations Before Equity in (Loss) Income
    of Other Real Estate Partnerships, Gain on Sale of Joint Venture
    Interests, Equity in Loss of Joint Ventures and Income Tax
    Benefit (Provision)


(168,630
)


(8,297
)


(214,197
)


(48,074
)Equity in (Loss) Income of Other Real Estate Partnerships


(4,144
)


6,455



1,738



14,701Gain on Sale of Joint Venture Interests


9,874







9,874



Equity in Loss of Joint Ventures


(398
)


(5,889
)


(275
)


(4,309
)Income Tax Benefit (Provision)


247



6,089



(2,109
)


10,989Loss from Continuing Operations


(163,051
)


(1,642
)


(204,969
)


(26,693
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $892 and $4,353 for the Three Months Ended
    September 30, 2010 and September 30, 2009,
    respectively, and $8,511 and $11,862 for the Nine Months Ended
    September 30, 2010 and September 30, 2009,
    respectively)


857



3,873



8,460



12,685(Provision) Benefit for Income Taxes Allocable to Discontinued
    Operations (Including $0 and $(238) allocable to Gain on Sale of
    Real Estate for the Three Months Ended September 30, 2010
    and September 30, 2009, respectively, and $0 and $158 for
    the Nine Months Ended September 30, 2010 and
    September 30, 2009, respectively)






(71
)






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


(162,194
)


2,160



(196,509
)


(13,992
)(Loss) Gain on Sale of Real Estate


(214
)


261



858



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






380



(660
)


(151
)Net (Loss) Income


(162,408
)


2,801



(196,311
)


(13,422
)Less: Preferred Unit Distributions


(4,884
)


(4,913
)


(14,823
)


(14,594
)Net Loss Available to Unitholders and Participating Securities

$
(167,292
)

$
(2,112
)

$
(211,134
)

$
(28,016
)Basic and Diluted Earnings Per Unit:Loss from Continuing Operations Available to Unitholders

$
(2.46
)

$
(0.12
)

$
(3.23
)

$
(0.81
)Income From Discontinued Operations Available to Unitholders

$
0.01


$
0.07


$
0.12


$
0.25Net Loss Available to Unitholders

$
(2.44
)

$
(0.04
)

$
(3.11
)

$
(0.56
)Weighted Average Units Outstanding


68,466



50,874



67,960



50,259Net Loss Available to Unitholders Attributable to:General Partners

$
(154,192
)

$
(1,919
)

$
(194,577
)

$
(24,916
)Limited Partners


(13,100
)


(193
)


(16,557
)


(3,100
)Net Loss Available to Unitholders

$
(167,292
)

$
(2,112
)

$
(211,134
)

$
(28,016
)    3




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME
  Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


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

$
(162,408
)

$
2,801


$
(196,311
)

$
(13,422
)Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $0 and $149 for the Three Months Ended
    September 30, 2010 and September 30, 2009,
    respectively, and $414 and $390 for the Nine Months Ended
    September 30, 2010 and September 30, 2009, respectively


1,577



320



990



(716
)Amortization of Interest Rate Protection Agreements


535



479



1,563



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


(24
)


3



(182
)


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


22



933



725



1,382Other Comprehensive (Loss) Income

$
(160,298
)

$
4,536


$
(193,215
)

$
(12,505
)    4




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENT OF CHANGES IN PARTNERS CAPITAL
  General








AccumulatedPartner


General


Limited


OtherPreferred


Partner


Partner


ComprehensiveUnits


Units


Units


Loss


TotalBalance as of December 31, 2009

$
266,211


$
724,852


$
112,214


$
(19,986
)

$
1,083,291Issuance of Common Stock, Net of Issuance Costs






10,278











10,278Stock Based Compensation Activity






4,369











4,369Conversion of Units to Common Stock






294



(294
)






Preferred Dividends


(14,823
)














(14,823
)Other Comprehensive Loss:Net Loss


14,823



(194,577
)


(16,557
)






(196,311
)Other Comprehensive Loss














3,096



3,096Total Other Comprehensive Loss


















(193,215
)Balance as of September 30, 2010

$
266,211


$
545,216


$
95,363


$
(16,890
)

$
889,900    5




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2010


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

$
(196,311
)

$
(13,422
)Adjustments to Reconcile Net Loss to Net Cash Provided by
    Operating Activities:Depreciation


71,844



76,129Amortization of Deferred Financing Costs


2,317



2,211Other Amortization


27,941



37,721Impairment of Real Estate


165,814



6,934Provision for Bad Debt


1,465



2,678Mark-to-Market
    Loss (Gain) on Interest Rate Protection Agreements


1,788



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


3,984



(22,165
)Payments of Premiums and Discounts Associated with Senior
    Unsecured Debt


(6,279
)


Gain on Sale of Joint Venture Interests


(9,874
)


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


2,362



5,436Gain on Sale of Real Estate


(9,369
)


(12,583
)Equity in Income of Other Real Estate Partnerships


(1,738
)


(14,701
)Distributions from Investment in Other Real Estate Partnerships


1,738



14,701Decrease in Developments for Sale Costs






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


(3,924
)


12,479Increase in Deferred Rent Receivable


(4,446
)


(4,930
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(14,205
)


(26,294
)(Increase) Decrease in Restricted Cash


(25
)


7Net Cash Provided by Operating Activities


33,082



62,152CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(66,606
)


(58,169
)Net Proceeds from Sales of Investments in Real Estate


57,442



31,998Investments in and Advances to Other Real Estate Partnerships


(138,393
)


(21,178
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


186,223



59,201Contributions to and Investments in Joint Ventures


(752
)


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


10,868



6,942Repayment of Notes Receivable


1,206



2,933Increase in Lender Escrows


(669
)


Net Cash Provided by Investing Activities


49,319



18,557CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(1,314
)


(4,726
)Unit Contributions


10,341



15,920Unit Distributions






(12,614
)Preferred Unit Distributions


(15,275
)


(15,826
)Payments on Interest Rate Swap Agreement


(287
)


Costs Associated with Early Retirement of Debt


(1,008
)


Repurchase and Retirement of Restricted Units


(298
)


(726
)Proceeds from Origination of Mortgage Loans Payable


72,695



185,644Repayments on Mortgage Loans Payable


(5,766
)


(7,752
)Repurchase of Equity Component of Exchangeable Notes






(22
)Settlement of Interest Rate Protection Agreements






(7,491
)Repayment of Senior Unsecured Debt


(241,642
)


(240,903
)Proceeds from Unsecured Line of Credit


51,500



46,000Repayments on Unsecured Line of Credit


(10,341
)


(23,000
)Net Cash Used in Financing Activities


(141,395
)


(65,496
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


136



81Net (Decrease) Increase in Cash and Cash Equivalents


(58,994
)


15,213Cash and Cash Equivalents, Beginning of Period


181,147



2,644Cash and Cash Equivalents, End of Period

$
122,289


$
17,938    6




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 (In thousands except Unit and per Unit data)
  1.
    Organization
    and Formation of Partnership             7




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-Q Form 10-K, Form 10-K
  Income
    Taxes
  1997-2000) 1997-2000
  Recent
    Accounting Pronouncements
   8




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Investment
    in Real Estate  Acquisitions
    Intangible
    Assets Subject to Amortization in the Period of
    Acquisition
    Nine MonthsEndedSeptember 30,2010In-Place Leases

$
1,782Above Market Leases

$
239Tenant Relationships

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


100Above Market Leases


88Tenant Relationships


165   Sales
    and Discontinued Operations
       9




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


2009Total Revenues

$
55


$
1,954


$
749


$
7,167Property Expenses


(70
)


(443
)


(449
)


(2,269
)Impairment Loss






(1,317
)






(1,317
)Depreciation and Amortization


(20
)


(674
)


(351
)


(2,758
)Gain on Sale of Real Estate


892



4,353



8,511



11,862(Provision) Benefit for Income Taxes






(71
)






16Income from Discontinued Operations

$
857


$
3,802


$
8,460


$
12,701     Impairment
    Charges
  and/or
   10




---



##### Table of Contents



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


Significant Other


Unobservable


TotalSeptember 30,


Identical Assets


Observable Inputs


Inputs


GainsDescription

2010


(Level 1)


(Level 2)


(Level 3)


(Losses)Impaired Real Estate Assets

$
224,523










$
224,523


$
(156,659
)   4.
    Investments
    in and Advances to Other Real Estate Partnerships        September 30,


December 31,2010


2009ASSETSAssets:Investment in Real Estate, Net

$
270,504


$
280,796Note Receivable


238,981



264,740Other Assets, Net


58,431



78,100Total Assets

$
567,916


$
623,636LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage Loans Payable

$
54,939


$
32,165Other Liabilities


8,515



9,515Partners Capital


504,462



581,956Total Liabilities and Partners Capital

$
567,916


$
623,636  11




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


2009Total Revenues, Including Interest Income

$
13,573


$
10,999


$
43,335


$
32,943Property Expenses


(2,840
)


(2,866
)


(9,208
)


(8,960
)Impairment Loss


(7,203
)






(7,203
)


Interest Expense


(841
)


(236
)


(2,251
)


(275
)Amortization of Deferred Financing Costs


(33
)


(8
)


(95
)


(9
)Depreciation and Other Amortization


(4,122
)


(3,774
)


(12,369
)


(11,726
)(Loss) Income from Continuing Operations


(1,466
)


4,115



12,209



11,973Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $1,057 and $2,381 for the Three Months Ended
    September 30, 2010 and September 30, 2009,
    respectively, and $1,057 and $3,192 for the Nine Months Ended
    September 30, 2010 and September 30, 2009,
    respectively)


1,014



2,375



864



2,835Net (Loss) Income

$
(452
)

$
6,490


$
13,073


$
14,808   5.
    Investments
    in Joint Ventures and Property Management Services         12




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          For the Three


For the NineMonths Ended


Months EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


2009Contributions

$
338


$
449


$
752


$
3,170Distributions and Joint Venture Sale Proceeds

$
6,688


$
1,126


$
12,955


$
8,069Fees

$
764


$
3,450


$
4,805


$
9,008  13




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Indebtedness    EffectiveOutstanding


Interest

InterestBalance at


Rate at

Rate atSeptember 30,


December 31,


September 30,

September 30,2010


2009


2010

2010

Maturity DateMortgage and Other Loans Payable, Net

$
437,274


$
370,809


5.55%-9.25%

4.93%-9.25%

December 2010-
    October 2020Unamortized Premiums


(561
)


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

$
436,713


$
369,784Senior Unsecured Debt, Net2016 Notes

$
159,885


$
159,843


5.750%

5.91%

01/15/162017 Notes


87,193



87,187


7.500%

7.52%

12/01/172027 Notes


13,559



13,559


7.150%

7.11%

05/15/272028 Notes


189,867



189,862


7.600%

8.13%

07/15/282011 Notes






143,447


7.375%

7.39%

03/15/112012 Notes


61,763



143,837


6.875%

6.85%

04/15/122032 Notes


34,664



34,651


7.750%

7.87%

04/15/322014 Notes


86,492



105,253


6.420%

6.54%

06/01/142011 Exchangeable Notes


145,740



144,870


4.625%

5.53%

09/15/112017 II Notes


117,629



117,605


5.950%

6.37%

05/15/17Subtotal

$
896,792


$
1,140,114Unamortized Discounts


7,717



11,191Senior Unsecured Debt, Gross

$
904,509


$
1,151,305Unsecured Line of Credit

$
496,988


$
455,244


1.305%

1.305%

09/28/12     Number of



PropertyIndustrial



CarryingProperties



Value atMortgage


Loan


Interest


Origination

Maturity

Amortization

Collateralizing

GLA

September 30,Financing


Principal


Rate


Date

Date

Period

Mortgage

(In millions)

2010I


$
7,780



7.40
%

January 28, 2010

February 5, 2015

25-year

1

0.1

$
9,115II



7,200



7.40
%

January 28, 2010

February 5, 2015

25-year

1

0.2


7,474III



4,300



7.40
%

February 17, 2010

March 5, 2015

25-year

1

0.2


6,898IV.1



8,000



6.50
%

June 22, 2010

July 10, 2020

25-year

2

0.2


8,994IV.2



7,800



6.50
%

June 22, 2010

July 10, 2020

25-year

2

0.2


6,656IV.3



5,500



6.50
%

June 22, 2010

July 10, 2020

25-year

6

0.1


10,004V



32,115



5.55
%

September 29, 2010

October 1, 2020

25-year

10

1.2


38,685$
72,695
















$
87,826    14




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          PrincipalAmount


PurchaseRepurchased


PriceSenior Unsecured Debt Repurchases2011 Notes

$
72,702


$
72,7012012 Notes


82,236



82,2342014 Notes


21,062



17,964$
176,000


$
172,899Senior Unsecured Debt Redemption2011 Notes

$
70,796


$
75,022     AmountRemainder of 2010

$
14,5882011


159,0272012


582,8542013


7,8792014


200,148Thereafter


873,714Total

$
1,838,210  15




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair
    Value
    September 30, 2010


December 31, 2009Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage and Other Loans Payable, Net

$
437,274


$
485,698


$
370,809


$
375,284Senior Unsecured Debt, Net


896,792



807,388



1,140,114



960,452Unsecured Line of Credit


496,988



477,773



455,244



422,561Total

$
1,831,054


$
1,770,859


$
1,966,167


$
1,758,297     7.
    Partners
    Capital  lock-up one-for-one
  Unit
    Contributions:
   16




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    at-the-market at-the-market
    Restricted
    Units:
      Distributions:
  (iii) 3-month
    Nine Months EndedSeptember 30, 2010Distribution


Totalper Unit


DistributionSeries F Preferred Units

$
5,183.65


$
2,591Series G Preferred Units

$
5,427.00


$
1,357Series J Preferred Units

$
13,593.90


$
8,156Series K Preferred Units

$
13,593.90


$
2,719  17




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Supplemental
    Information to Statements of Cash Flows    Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2010


2009Interest paid, net of capitalized interest

$
78,159


$
88,758Capitalized interest

$



$
281Industrial property distribution from Other Real Estate
    Partnerships:Investment in real estate and deferred leasing intangibles, net

$



$
1,811Prepaid expenses and other assets, net






289Accounts payable, accrued expenses and other liabilities, net






(56
)Total distribution

$



$
2,044Exchange of limited partnership units for general partnership
    units:Limited partnership units

$
(294
)

$
(6,444
)General partnership units


294



6,444$



$
Write-off of fully depreciated assets

$
(36,064
)

$
(38,082
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$



$
12,615  18




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Earnings
    Per Unit (EPU)    Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2010


2009


2010


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

$
(163,051
)

$
(1,642
)

$
(204,969
)

$
(26,693
)(Loss) Gain on Sale of Real Estate, Net of Income Tax


(214
)


641



198



570Preferred Distributions


(4,884
)


(4,913
)


(14,823
)


(14,594
)Loss from Continuing Operations Available to Unitholders

$
(168,149
)

$
(5,914
)

$
(219,594
)

$
(40,717
)Income from Discontinued Operations Available to Unitholders

$
857


$
3,802


$
8,460


$
12,701Net Loss Available to Unitholders

$
(167,292
)

$
(2,112
)

$
(211,134
)

$
(28,016
)Denominator:Weighted Average Units  Basic and Diluted


68,466,030



50,874,196



67,960,484



50,259,442Basic and Diluted EPU:Loss from Continuing Operations Available to Unitholders

$
(2.46
)

$
(0.12
)

$
(3.23
)

$
(0.81
)Income from Discontinued Operations Available to Unitholders

$
0.01


$
0.07


$
0.12


$
0.25Net Loss Available to Unitholders

$
(2.44
)

$
(0.04
)

$
(3.11
)

$
(0.56
)     Allocation





Allocationof Net





of NetIncome





IncomeAvailable to





Available toParticipating





ParticipatingUnvested


Securities for the


Unvested


Securities for theAwards


Three and Nine


Awards


Three and NineOutstanding


Months Ended


Outstanding


Months Endedat September 30,


September 30,


at September 30,


September 30,2010


2010


2009


2009Participating Securities:Restricted Stock Awards


665,632


$




367,594


$
Restricted Unit Awards










1,053



665,632


$




368,647


$
  19




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Number of


Number ofAwards


AwardsOutstanding


OutstandingAt September 30,


At September 30,2010


2009Non-Participating Securities:Restricted Unit Awards


1,162,800



1,388,000Options


98,701



141,034     10.
    Restructuring
    Costs  and/or
    11.
    Derivatives     20




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Mark-to-Market
      iii) 3-month 30-year Mark-to-Market Mark-to-Market
    Fair Value As of


Fair Value As ofHedge Product

Notional Amount


Strike


Trade Date


Maturity Date


September 30, 2010


December 31, 2009Derivatives designated as hedging instruments:Interest Rate Swap Agreement

$
50,000



2.4150
%


March 2008



April 1, 2010


$
N/A


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


50,000



5.2175
%


October 2008



October 1, 2013



(1,397
)


93Total Derivatives

$
100,000











Total


$
(1,397
)

$
(174
)     *
    
    Fair value excludes quarterly settlement payment due on
    Series F Agreement. As of September 30, 2010 and
    December 31, 2009, the outstanding payable was $163 and
    $152, respectively. 21




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months Ended


Nine Months EndedSeptember 30,


September 30,


September 30,


September 30,Interest Rate Products*

Location on Statement

2010


2009


2010


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

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

$
1,577


$
320


$
990


$
(716
)Amortization Reclassified from OCI into Loss

Interest Expense

$
(535
)

$
(479
)

$
(1,563
)

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

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


N/A



N/A



N/A


$
974   Mark-to-Market Mark-to-Market
        Fair Value Measurements at September 30, 2010 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableSeptember 30,


Identical Assets


Observable Inputs


InputsDescription

2010


(Level 1)


(Level 2)


(Level 3)Liabilities:Series F Agreement

$
(1,397
)









$
(1,397
)   22




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value Measurements at December 31, 2009 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableDecember 31,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Assets:Series F Agreement

$
93










$
93Liabilities:Interest Rate Swap Agreement

$
(267
)





$
(267
)


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

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


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

$
(1,397
)   12.
    Commitments
    and Contingencies   23




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Related
    Party Transactions    14.
    Subsequent
    Events       24




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up higher-than-expected Form 10-K Form 10-K), Form 10-Q
  GENERAL
   25




---



##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
        MANAGEMENTS
    OVERVIEW
     26




---



##### Table of Contents



and/or
     27




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Nine Months Ended September 30, 2010 to Nine Months
    Ended September 30, 2009
       28




---



##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
215,109


$
219,326


$
(4,217
)


(1.9
)%Acquired Properties


629







629



Sold Properties


386



5,512



(5,126
)


(93.0
)%(Re)Developments and Land, Not Included Above


6,419



4,800



1,619



33.7
%Other


7,541



13,911



(6,370
)


(45.8
)%$
230,084


$
243,549


$
(13,465
)


(5.5
)%Discontinued Operations


(749
)


(7,167
)


6,418



(89.5
)%Subtotal Revenues

$
229,335


$
236,382


$
(7,047
)


(3.0
)%Construction Revenues


541



52,703



(52,162
)


(99.0
)%Total Revenues

$
229,876


$
289,085


$
(59,209
)


(20.5
)%     Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
68,771


$
71,173


$
(2,402
)


(3.4
)%Acquired Properties


111







111



Sold Properties


348



1,956



(1,608
)


(82.2
)%(Re)Developments and Land, Not Included Above


2,275



2,446



(171
)


(7.0
)%Other


9,399



10,960



(1,561
)


(14.2
)%$
80,904


$
86,535


$
(5,631
)


(6.5
)%Discontinued Operations


(449
)


(2,269
)


1,820



(80.2
)%Total Property Expenses

$
80,455


$
84,266


$
(3,811
)


(4.5
)%Construction Expenses


456



50,567



(50,111
)


(99.1
)%Total Property and Construction Expenses

$
80,911


$
134,833


$
(53,922
)


(40.0
)%    29




---



##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
87,589


$
94,655


$
(7,066
)


(7.5
)%Acquired Properties


358







358



Sold Properties


307



2,673



(2,366
)


(88.5
)%(Re)Developments and Land, Not Included Above and Other


3,419



2,772



647



23.3
%Corporate Furniture, Fixtures and Equipment


1,517



1,669



(152
)


(9.1
)%$
93,190


$
101,769


$
(8,579
)


(8.4
)%Discontinued Operations


(351
)


(2,758
)


2,407



(87.3
)%Total Depreciation and Other Amortization

$
92,839


$
99,011


$
(6,172
)


(6.2
)%    30




---



##### Table of Contents



30-year Mark-to-Market Mark-to-Market
           31




---



##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2010


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

$
749


$
7,167Property Expenses


(449
)


(2,269
)Impairment Loss






(1,317
)Depreciation and Amortization


(351
)


(2,758
)Gain on Sale of Real Estate


8,511



11,862Benefit for Income Taxes






16Income from Discontinued Operations

$
8,460


$
12,701         Comparison
    of Three Months Ended September 30, 2010 to Three Months
    Ended September 30, 2009
     32




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
71,620


$
71,403


$
217



0.3
%Acquired Properties


503







503



Sold Properties


24



1,447



(1,423
)


(98.3
)%(Re)Developments and Land, Not Included Above


1,686



1,558



128



8.2
%Other


914



5,107



(4,193
)


(82.1
)%$
74,747


$
79,515


$
(4,768
)


(6.0
)%Discontinued Operations


(55
)


(1,954
)


1,899



(97.2
)%Subtotal Revenues

$
74,692


$
77,561


$
(2,869
)


(3.7
)%Construction Revenues


271



15,954



(15,683
)


(98.3
)%Total Revenues

$
74,963


$
93,515


$
(18,552
)


(19.8
)%     33




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
22,362


$
23,020


$
(658
)


(2.9
)%Acquired Properties


90







90



Sold Properties


40



317



(277
)


(87.4
)%(Re)Developments and Land, Not Included Above


599



429



170



39.6
%Other


2,383



3,875



(1,492
)


(38.5
)%$
25,474


$
27,641


$
(2,167
)


(7.8
)%Discontinued Operations


(70
)


(443
)


373



(84.2
)%Total Property Expenses

$
25,404


$
27,198


$
(1,794
)


(6.6
)%Construction Expenses


247



14,895



(14,648
)


(98.3
)%Total Property and Construction Expenses

$
25,651


$
42,093


$
(16,442
)


(39.1
)%           34




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2010


September 30, 2009


$ Change


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

$
29,282


$
31,489


$
(2,207
)


(7.0
)%Acquired Properties


253







253



Sold Properties


6



645



(639
)


(99.1
)%(Re)Developments and Land, Not Included Above and Other


1,208



1,023



185



18.1
%Corporate Furniture, Fixtures and Equipment


490



526



(36
)


(6.8
)%$
31,239


$
33,683


$
(2,444
)


(7.3
)%Discontinued Operations


(20
)


(674
)


654



(97.0
)%Total Depreciation and Other Amortization

$
31,219


$
33,009


$
(1,790
)


(5.4
)%           Mark-to-Market
       35




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2010


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

$
55


$
1,954Property Expenses


(70
)


(443
)Impairment Loss






(1,317
)Depreciation and Amortization


(20
)


(674
)Gain on Sale of Real Estate


892



4,353Provision for Income Taxes






(71
)Income from Discontinued Operations

$
857


$
3,802         LIQUIDITY
    AND CAPITAL RESOURCES
     36




---



##### Table of Contents



and/or
        Nine
    Months Ended September 30, 2010
     37




---



##### Table of Contents



at-the-market
    and/or
    Market
    Risk
    Interest
    Rate Risk
   38




---



##### Table of Contents



Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
    Subsequent
    Events
       39




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)) Rules 13a-15(b) 15d-15(b),
   40




---



##### Table of Contents



PART II:
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factor  Failure
    to comply with covenants in our debt agreements could adversely
    affect our financial condition.
      Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    (Removed
    and Reserved)    Item 5.
    Other
    Information    41




---



##### Table of Contents



ExhibitNumber

Description10
.1

Sixth Amended and Restated Unsecured Revolving Credit and Term
    Loan Agreement dated as of October 22, 2010 among the
    Operating Partnership, the Company, JP Morgan Chase Bank, N.A.
    and the other lenders thereunder (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed October 26, 2010, File
    No. 1-13102).31
.1*

Certification of the Principal Executive Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, 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 of First Industrial Realty Trust,
    Inc., registrants sole general partner, pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes  Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith 42




---



##### Table of Contents



SIGNATURE         By:
    /s/  Scott
    A. Musil       43




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description10
.1

Sixth Amended and Restated Unsecured Revolving Credit and Term
    Loan Agreement dated as of October 22, 2010 among the
    Operating Partnership, the Company, JP Morgan Chase Bank, N.A.
    and the other lenders thereunder (incorporated by reference to
    Exhibit 10.1 of the
    Form 8-K
    of the Company filed October 26, 2010, File
    No. 1-13102).31
.1*

Certification of the Principal Executive Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, 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 of First Industrial Realty Trust,
    Inc., registrants sole general partner, pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes  Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith 44