##### Table of Contents



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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30,
    2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to        Commission file number
    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 4000, Chicago,
    Illinois 60606
 (Address of Principal Executive
    Offices)
  (312) 344-4300
 (Registrants Telephone
    Number, Including Area Code)
  þ o
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer þ  Accelerated
    filer o
    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, 2009
  INDEX
  
 PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


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


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


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


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


5Notes to Consolidated Financial Statements


6Item 2.


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


30Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


45Item 4.


Controls and Procedures


45PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


46Item 1A.


Risk Factors


46Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


46Item 3.


Defaults Upon Senior Securities


46Item 4.


Submission of Matters to a Vote of Security
    Holders


46Item 5.


Other Information


46Item 6.


Exhibits


47SIGNATURE


48EXHIBIT INDEX


49EX-31.1EX-31.2EX-32.1




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##### Table of Contents



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


December 31,2009


2008(Unaudited)(In thousands except unit and per unit data)ASSETSAssets:Investment in Real Estate:Land

$
671,778


$
684,712Buildings and Improvements


2,271,392



2,274,041Construction in Progress


26,966



55,777Less: Accumulated Depreciation


(505,125
)


(455,302
)Net Investment in Real Estate


2,465,011



2,559,228Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $5,943 and $2,251 at September 30, 2009 and
    December 31, 2008, respectively


41,993



21,117Investments in and Advances to Other Real Estate Partnerships


304,761



344,800Cash and Cash Equivalents


17,938



2,644Restricted Cash


90



97Tenant Accounts Receivable, Net


2,941



9,049Investments in Joint Ventures


10,556



16,299Deferred Rent Receivable, Net


32,281



28,372Deferred Financing Costs, Net


13,999



12,091Deferred Leasing Intangibles, Net


62,983



79,483Prepaid Expenses and Other Assets, Net


164,476



167,620Total Assets

$
3,117,029


$
3,240,800LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage Loans Payable, Net

$
254,751


$
77,396Senior Unsecured Debt, Net


1,251,025



1,511,955Unsecured Line of Credit


469,588



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


96,146



144,070Deferred Leasing Intangibles, Net


22,945



27,077Rents Received in Advance and Security Deposits


22,849



22,995Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $241 and $254 at September 30, 2009 and
    December 31, 2008, respectively


1,000



541Distributions Payable






13,846Total Liabilities


2,118,304



2,241,164Commitments and Contingencies






Partners Capital:General Partner Preferred Units (1,550 units issued and
    outstanding at September 30, 2009 and December 31,
    2008, respectively) with a liquidation preference of $275,000,
    respectively


266,211



266,211General Partner Units (47,944,439 and 44,652,182 units
    issued and outstanding at September 30, 2009 and
    December 31, 2008, respectively)


641,971



634,255Limited Partners Units (5,488,109 and 5,806,203 units
    issued and outstanding at September 30, 2009 and
    December 31, 2008, respectively)


112,034



121,578Accumulated Other Comprehensive Loss


(21,491
)


(22,408
)Total Partners Capital


998,725



999,636Total Liabilities and Partners Capital

$
3,117,029


$
3,240,800    2




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  (As Adjusted)





(As Adjusted)Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008(Unaudited)(In thousands except per unit data)Revenues:Rental Income

$
58,316


$
57,658


$
176,726


$
171,449Tenant Recoveries and Other Income


20,212



23,741



62,626



72,679Construction Revenues


15,954



45,202



52,703



101,600Total Revenues


94,482



126,601



292,055



345,728Expenses:Property Expenses


27,470



27,158



85,147



83,640General and Administrative


8,442



18,008



30,006



64,065Restructuring Costs


1,380







6,196



Impairment of Real Estate


6,934







6,934



Depreciation and Other Amortization


33,319



34,851



99,856



106,447Construction Expenses


14,895



41,895



50,567



96,628Total Expenses


92,440



121,912



278,706



350,780Other Income/(Expense):Interest Income


738



895



2,022



2,601Interest Expense


(28,883
)


(27,039
)


(86,333
)


(84,301
)Amortization of Deferred Financing Costs


(750
)


(707
)


(2,211
)


(2,132
)Gain from Early Retirement of Debt


18,179



1,260



22,165



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


(555
)






2,861



Total Other Income/(Expense)


(11,271
)


(25,591
)


(61,496
)


(81,083
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in (Loss) Income of Joint
    Ventures and Income Tax Benefit


(9,229
)


(20,902
)


(48,147
)


(86,135
)Equity in Income of Other Real Estate Partnerships


6,455



3,051



14,701



44,214Equity in (Loss) Income of Joint Ventures


(5,889
)


725



(4,309
)


7,295Income Tax Benefit


6,114



2,074



10,975



7,276Loss from Continuing Operations


(2,549
)


(15,052
)


(26,780
)


(27,350
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $4,353 and $22,660 for the Three Months Ended
    September 30, 2009 and September 30, 2008,
    respectively, and $11,862 and $132,621 for the Nine Months Ended
    September 30, 2009 and September 30, 2008,
    respectively)


4,805



24,085



12,758



142,192(Provision) Benefit for Income Taxes Allocable to Discontinued
    Operations (Including $(238) and $26 allocable to Gain on Sale
    of Real Estate for the Three Months Ended September 30,
    2009 and September 30, 2008, respectively, and $158 and
    $(2,748) for the Nine Months Ended September 30, 2009 and
    September 30, 2008, respectively)


(96
)


(75
)


30



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


2,160



8,958



(13,992
)


111,463Gain on Sale of Real Estate


261







721



12,061Benefit (Provision) for Income Taxes Allocable to Gain on Sale
    of Real Estate


380







(151
)


(2,909
)Net Income (Loss)


2,801



8,958



(13,422
)


120,615Less: Preferred Unit Distributions


(4,913
)


(4,857
)


(14,594
)


(14,571
)Net (Loss) Income Available to Unitholders and Participating
    Securities

$
(2,112
)

$
4,101


$
(28,016
)

$
106,044Basic and Diluted Earnings Per Unit:Loss from Continuing Operations Available to Unitholders

$
(0.13
)

$
(0.40
)

$
(0.81
)

$
(0.66
)Income From Discontinued Operations Available to Unitholders

$
0.09


$
0.48


$
0.25


$
2.76Net (Loss) Income Available to Unitholders

$
(0.04
)

$
0.08


$
(0.56
)

$
2.10Weighted Average Units Outstanding


50,874



49,431



50,259



49,418Net (Loss) Income Available to Unitholders Attributable to:General Partners

$
(1,919
)

$
3,647


$
(24,916
)

$
92,751Limited Partners


(193
)


454



(3,100
)


13,293Net (Loss) Income Available to Unitholders

$
(2,112
)

$
4,101


$
(28,016
)

$
106,044Distribution Declared per Unit Outstanding

$
0.00


$
0.72


$
0.00


$
2.16    3




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME
  (As Adjusted)





(As Adjusted)Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


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

$
2,801


$
8,958


$
(13,422
)

$
120,615Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    (Provision) Benefit of $(149) and $52 for the Three Months Ended
    September 30, 2009 and September 30, 2008,
    respectively, and $(390) and $(32) for the Nine Months Ended
    September 30, 2009 and September 30, 2008, respectively


320



(1,878
)


(716
)


1,655Amortization of Interest Rate Protection Agreements


479



(206
)


311



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


3



376



(60
)


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


933



(570
)


1,382



(958
)Other Comprehensive Income (Loss)

$
4,536


$
6,680


$
(12,505
)

$
121,559    4




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  (As Adjusted)Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2009


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

$
(13,422
)

$
120,615Adjustments to Reconcile Net (Loss) Income to Net Cash Provided
    by Operating Activities:Depreciation


76,129



76,334Amortization of Deferred Financing Costs


2,211



2,132Other Amortization


37,721



45,340Provision for Bad Debt


2,678



2,520Impairment of Real Estate


6,934



Equity in Loss (Income) of Joint Ventures


4,309



(7,295
)Distributions from Joint Ventures


1,127



9,934Gain on Sale of Real Estate


(12,583
)


(144,682
)Gain on Early Retirement of Debt


(22,165
)


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


(2,861
)


Equity in Income of Other Real Estate Partnerships


(14,701
)


(44,214
)Distributions from Investment in Other Real Estate Partnerships


14,701



44,214Decrease in Developments for Sale Costs


812



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


12,479



(32,177
)Increase in Deferred Rent Receivable


(4,930
)


(4,403
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(26,294
)


(14,490
)Decrease in Restricted Cash


7



90Cash Book Overdraft






1,176Net Cash Provided by Operating Activities


62,152



54,205CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(58,169
)


(446,416
)Net Proceeds from Sales of Investments in Real Estate


31,998



391,601Investments in and Advances to Other Real Estate Partnerships


(21,178
)


(32,643
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


59,201



95,016Contributions to and Investments in Joint Ventures


(3,170
)


(14,703
)Distributions from Joint Ventures


6,942



7,934Funding of Notes Receivable






(10,325
)Repayment of Notes Receivable


2,933



46,391Increase in Restricted Cash






(1,166
)Net Cash Provided by Investing Activities


18,557



35,689CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(144
)


(185
)Unit Contributions


15,920



174Unit Distributions


(12,614
)


(108,922
)Preferred Unit Distributions


(15,826
)


(15,803
)Repurchase of Restricted Units


(726
)


(3,787
)Proceeds from Origination of Mortgage Loans Payable


185,644



Repayments on Mortgage Loans Payable


(7,752
)


(2,387
)Debt Issuance Costs


(4,582
)


(76
)Repurchase of Equity Component of Exchangeable Notes


(22
)


Settlement of Interest Rate Protection Agreements


(7,491
)


Repayment of Senior Unsecured Debt


(240,903
)


(32,526
)Proceeds from Unsecured Line of Credit


46,000



476,920Repayments on Unsecured Line of Credit


(23,000
)


(402,000
)Net Cash Used in Financing Activities


(65,496
)


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


81



138Net Increase in Cash and Cash Equivalents


15,213



1,302Cash and Cash Equivalents, Beginning of Period


2,644



4,696Cash and Cash Equivalents, End of Period

$
17,938


$
6,136    5




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##### 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              2.
    Current
    Business Risks and Uncertainties   6




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    Capital Retention We plan to retain capital
    by making per Unit distributions equivalent to the per share
    dividends the Company is required to make on its common stock to
    meet its minimum distribution requirements as a REIT. We did not
    pay common unit distributions in April 2009, July 2009 or
    October 2009 and may not pay common unit distributions for the
    last quarter in 2009 depending on the Companys taxable
    income. If the Company is required to pay common stock dividends
    for 2009, we may elect to make common unit distributions through
    some combination of cash, common Units
    and/or the
    Companys common shares.
    Mortgage Financing During the three and nine
    months ended September 30, 2009, we originated $41,889 and
    $185,644, respectively, in mortgage financings with maturities
    ranging from September 2014 to July 2019 and interest rates
    ranging from 6.42% to 7.87% (see Note 6). We believe these
    mortgage financings comply with all covenants contained in our
    Unsecured Line of Credit and our senior debt securities,
    including coverage ratios and total indebtedness, total
    unsecured indebtedness and total secured indebtedness
    limitations. We are in active discussions with various lenders
    regarding the origination of additional mortgage financing and
    the terms and conditions thereof. We expect to use proceeds from
    our mortgage financings to pay down our debt. No assurances can
    be made that additional mortgage financing will be obtained.
    Equity Financing During the three and nine
    months ended September 30, 2009, we sold
    3,034,120 shares of the Companys common stock,
    generating approximately $15,920 in net proceeds, under the
    direct stock purchase component of the Companys Dividend
    Reinvestment and Direct Stock Purchase Plan (DRIP).
    On September 29, 2009, we agreed to sell in an underwritten
    public offering 12,500,000 shares, with an underwriters
    overallotment option to purchase up to 1,875,000 additional
    shares, of the Companys common stock at a price to the
    public of $5.25 per share (see Note 7). We may
    opportunistically access the equity markets again, subject to
    contractual restrictions, and may continue to issue shares under
    the direct stock purchase component of the DRIP. We expect to
    use the proceeds from our equity sales to reduce our
    indebtedness.
    Asset Sales During the three and nine
    months ended September 30, 2009 we sold three industrial
    properties and several land parcels, and eight industrial
    properties and several land parcels, respectively, for gross
    proceeds of $17,563 and $47,471, respectively. We are in various
    stages of discussions with third parties for the sale of
    additional properties for the remainder of 2009 and plan to
    continue to market other properties for sale throughout 2009. We
    expect to use sales proceeds to pay down additional debt. If we
    are 7




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  unable to sell properties on an advantageous basis, this may
    impair our liquidity and our ability to meet our financial
    covenants.  
    Debt Reduction During the three and nine
    months ended September 30, 2009, we repurchased $123,712
    and $158,691, respectively, of our senior unsecured notes
    (including $19,279 of our 2009 Notes prior to their repayment at
    maturity on June 15, 2009) (see Note 6), at a discount to
    the principal amounts of the notes. We may from time to time
    repay additional amounts of our outstanding debt. Any repayments
    would depend upon prevailing market conditions, our liquidity
    requirements, contractual restrictions and other factors we
    consider important. Future repayments may materially impact our
    liquidity, future tax liability and results of operations.    3.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-K
  Form 10-Q Form 10-K,
     8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Deferred
    Leasing Intangibles
    September 30,


December 31,2009


2008In-Place Leases

$
64,988


$
75,282Less: Accumulated Amortization


(28,943
)


(27,426
)$
36,045


$
47,856Above Market Leases

$
11,568


$
13,130Less: Accumulated Amortization


(1,869
)


(1,866
)$
9,699


$
11,264Tenant Relationships

$
23,953


$
25,361Less: Accumulated Amortization


(6,714
)


(4,998
)$
17,239


$
20,363Total Deferred Leasing Intangibles, Net

$
62,983


$
79,483     September 30,


December 31,2009


2008Below Market Leases

$
35,742


$
37,489Less: Accumulated Amortization


(12,797
)


(10,412
)Total Deferred Leasing Intangibles, Net

$
22,945


$
27,077     Recent
    Accounting Pronouncements
     9




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-Q
  Form 10-Q
           10




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##### Table of Contents



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


Related toRelated to


Adoption ofBalance Sheet as


Adoption of


Convertible


Balance SheetPreviously


Business


Debt


AsFiled - as of


Combination


Instrument


Adjusted - as ofDecember 31, 2008


Guidance


Guidance


December 31, 2008Deferred Financing Costs, Net

$
12,197


$



$
(106
)

$
12,091Prepaid Expenses and Other Assets, Net

$
167,889


$
(269
)

$



$
167,620Senior Unsecured Debt, Net

$
1,516,298


$



$
(4,343
)

$
1,511,955General Partner Units

$
629,856


$
(255
)

$
4,654


$
634,255Limited Partners Units

$
122,009


$
(14
)

$
(417
)

$
121,578Total Partners Capital

$
995,668


$
(269
)

$
4,237


$
999,636   4.
    Investments
    in and Advances to Other Real Estate Partnerships     11




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##### Table of Contents



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


December 31,2009


2008ASSETSAssets:Investment in Real Estate, Net

$
281,558


$
303,262Other Assets, Net


54,564



56,505Total Assets

$
336,122


$
359,767LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage Loans Payable, Net

$
15,602


$
Other Liabilities


12,814



11,670Partners Capital


307,706



348,097Total Liabilities and Partners Capital

$
336,122


$
359,767     Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008Total Revenues, Including Interest Income

$
10,724


$
9,850


$
31,943


$
29,002Property Expenses


(2,901
)


(2,956
)


(8,941
)


(9,531
)Interest Expense


(236
)






(275
)


Amortization of Deferred Financing Costs


(8
)






(9
)


Depreciation and Other Amortization


(3,714
)


(3,862
)


(11,876
)


(11,985
)Income from Continuing Operations


3,865



3,032



10,842



7,486Income from Discontinued Operations (Including Gain (Loss) on
    Sale of Real Estate of $2,381 and $(112) for the Three Months
    Ended September 30, 2009 and September 30, 2008,
    respectively, and $3,192 and $33,772 for the Nine Months Ended
    September 30, 2009 and September 30, 2008,
    respectively)


2,625



45



3,966



37,197Loss on Sale of Real Estate














(53
)Net Income

$
6,490


$
3,077


$
14,808


$
44,630   5.
    Investments
    in Joint Ventures and Property Management Services   12




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##### 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 30,2009


2008


2009


2008Contributions

$
449


$
3,585


$
3,170


$
13,999Distributions

$
1,126


$
6,636


$
8,069


$
17,868Fees

$
3,450


$
5,969


$
9,008


$
15,257  13




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit    Outstanding




EffectiveBalance at


Interest

Interest(As Adjusted)


Rate at

Rate atSeptember 30,


December 31,


September 30,

September 30,2009


2008


2009

2009

Maturity DateDecember 2010-Mortgage Loans Payable, Net

$
254,751


$
77,396


5.92%-9.25%

4.93%-9.25%

September 2024Unamortized Premiums


(1,180
)


(1,717
)Mortgage Loans Payable, Gross

$
253,571


$
75,679Senior Unsecured Debt, Net2016 Notes

$
175,117


$
194,524


5.750%

5.91%

01/15/162017 Notes


91,053



99,914


7.500%

7.52%

12/01/172027 Notes


15,057



15,056


7.150%

7.11%

05/15/272028 Notes


199,852



199,846


7.600%

8.13%

07/15/282011 Notes


155,831



199,868


7.375%

7.39%

03/15/112012 Notes


143,812



199,546


6.875%

6.85%

04/15/122032 Notes


49,497



49,480


7.750%

7.87%

04/15/322009 Notes






124,980


5.250%

4.10%

06/15/092014 Notes


106,763



114,921


6.420%

6.54%

06/01/142011 Exchangeable Notes*


195,857



195,657


4.625%

5.53%

09/15/112017 II Notes


118,186



118,163


5.950%

6.37%

05/15/17Subtotal

$
1,251,025


$
1,511,955Unamortized Discounts


13,063



16,545Senior Unsecured Debt, Gross

$
1,264,088


$
1,528,500Unsecured Line of Credit

$
469,588


$
443,284


1.281%

1.281%

09/28/12     *
    
    On September 25, 2006, we issued $175,000 of the 2011
    Exchangeable Notes which bears interest at a rate of 4.625%. We
    also granted the initial purchasers of the 2011 Exchangeable
    Notes an option exercisable until October 4, 2006 to
    purchase up to an additional $25,000 principal amount of the
    2011 Exchangeable Notes to cover over-allotments, if any (the
    Over-Allotment Option). On October 3, 2006, the
    initial purchasers of the 2011 Exchangeable Notes exercised
    their Over-Allotment Option with respect to $25,000 in principal
    amount of the 2011 Exchangeable Notes. With the exercise of the
    Over-Allotment Option, the aggregate principal amount of 2011
    Exchangeable Notes initially issued and outstanding was
    $200,000. The 2011 Exchangeable Notes have an initial exchange
    rate of 19.6356 shares of the Companys common stock
    per $1,000 principal amount, representing an exchange price of
    approximately $50.93 per common share which is an exchange
    premium of approximately 20% based on the last reported sale
    price of $42.44 per share of the Companys common stock on
    September 19, 2006.In connection with our offering of the 2011 Exchangeable Notes,
    we entered into capped call transactions (the capped call
    transactions) with affiliates of two of the initial
    purchasers of the 2011 Exchangeable Notes (the option
    counterparties) in order to increase the effective
    exchange price of the 2011 Exchangeable Notes to $59.42 per
    share of the Companys common stock, which represents an
    exchange premium of approximately 40% based on the last reported
    sale price of $42.44 per share of the Companys common
    stock on September 19, 2006. The aggregate cost of the
    capped call transactions was approximately $6,835. The capped
    call transactions are expected to reduce the potential dilution
    with respect to the Companys common stock upon exchange of
    the 2011 Exchangeable Notes to the extent the then market value
    per share of the Companys common stock does not 14




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  exceed the cap price of the capped call transaction during the
    observation period relating to an exchange. The cost of the
    capped call is accounted for as a hedge and included in
    Partners Capital because the derivative is indexed to the
    Companys own stock and meets the scope exception within
    the derivative guidance.    Number of



PropertyIndustrial



CarryingProperties



Value atMortgage


Loan


Interest


Origination

Maturity

Amortization

Collateralizing

GLA

September 30,Financing


Principal


Rate


Date

Date

Period

Mortgage

(In millions)

2009I


$
14,680



7.50
%

May 7, 2009

June 5, 2016

25-year

1

0.6

$
22,113II


$
62,500



7.75
%

May 8, 2009

June 1, 2016

25-year

26

3.1

$
93,575III


$
66,575



7.87
%

June 3, 2009

July 1, 2019

30-year

24

2.1

$
113,435$
2,000



7.50
%

August 27, 2009

September 5, 2014

22-year

1

0.1

$
3,622IV


$
5,850



7.60
%

August 27, 2009

September 5, 2016

25-year

1

0.2

$
10,043$
5,000



7.60
%

August 26, 2009

September 5, 2016

25-year

1

0.2

$
6,624$
7,350



6.95
%





25-year

7

0.2

$
8,296V


$
4,100



7.05
%

September 21, 2009

October 15, 2014

25-year

1

0.1

$
5,086$
8,900



7.05
%





25-year

5

0.5

$
11,878VI


$
8,689



6.42
%

September 24, 2009

November 1, 2014

25-year

2

0.2

$
11,552$
185,644
















$
286,224          15




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Principal Amount Repurchased


Purchase PriceFor the


For the


For the


For theThree Months


Nine Months


Three Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2009


2009


20092009 Notes

$



$
19,279


$



$
19,0642011 Notes


44,102



44,102



40,438



40,4382011 Exchangeable Notes


1,000



1,000



870



8702012 Notes


40,235



55,935



36,606



48,5192014 Notes


10,000



10,000



7,100



7,1002016 Notes


19,500



19,500



12,115



12,1152017 Notes


8,875



8,875



7,098



7,098$
123,712


$
158,691


$
104,227


$
135,204       AmountRemainder of 2009

$
9952010


17,2672011


364,5372012


620,9992013


5,296Thereafter


978,153Total

$
1,987,247    16




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Value
    September 30, 2009


December 31, 2008Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage Loans Payable

$
254,751


$
253,457


$
77,396


$
75,817Senior Unsecured Debt


1,251,025



984,305



1,511,955



1,033,283Unsecured Line of Credit


469,588



420,801



443,284



400,849Total

$
1,975,364


$
1,658,563


$
2,032,635


$
1,509,949     7.
    Partners
    Capital  lock-up one-for-one
  Unit
    Contributions:
        30-day
 17




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Distributions:
  (iii) 3-month
    Nine Months EndedSeptember 30, 2009Distribution


Totalper Unit


DistributionSeries F Preferred Units

$
4,724.00


$
2,362Series G Preferred Units

$
5,427.00


$
1,357Series J Preferred Units

$
13,593.90


$
8,156Series K Preferred Units

$
13,593.90


$
2,719   8.
    Acquisition
    of Real Estate     18




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets Subject to Amortization in the Period of
    Acquisition
    Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2009


2008In-Place Leases

$



$
16,714Above Market Leases

$



$
61Tenant Relationships

$



$
6,772Below Market Leases

$



$
(3,424
)     Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2009


2008In-Place Leases


N/A



98Above Market Leases


N/A



43Tenant Relationships


N/A



92Below Market Leases


N/A



34   9.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations       19




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##### 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 30,2009


2008


2009


2008Total Revenues

$
987


$
4,391


$
4,197


$
26,818Property Expenses


(171
)


(1,532
)


(1,388
)


(9,931
)Depreciation and Amortization


(364
)


(1,434
)


(1,913
)


(7,316
)Gain on Sale of Real Estate


4,353



22,660



11,862



132,621(Provision) Benefit for Income Taxes


(96
)


(75
)


30



(3,379
)Income from Discontinued Operations

$
4,709


$
24,010


$
12,788


$
138,813     10.
    Supplemental
    Information to Statements of Cash Flows    (As Adjusted)Nine Months


Nine MonthsEnded


EndedSeptember 30,


September 30,2009


2008Interest paid, net of capitalized interest

$
88,758


$
85,103Capitalized interest

$
281


$
6,711Supplemental schedule of noncash investing and financing
    activities:Distribution payable on units

$



$
36,425Distribution payable on preferred units

$



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

$
1,811


$
Prepaid expenses and other assets, net


289



Accounts payable, accrued expenses and other liabilities, net


(56
)


Total distribution

$
2,044


$
Exchange of limited partnership units for general partnership
    units:Limited partnership units

$
(6,444
)

$
(4,187
)General partnership units


6,444



4,187$



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

$



$
(450
)Mortgage debt

$



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

$
(38,082
)

$
(51,078
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$
12,615


$
46,734  20




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Earnings
    Per Unit (EPU)    (As Adjusted)





(As Adjusted)Three Months


Three Months


Nine Months


Nine MonthsEnded


Ended


Ended


EndedSeptember 30,


September 30,


September 30,


September 30,2009


2008


2009


2008Numerator:Loss from Continuing Operations, Net of Income Tax

$
(2,549
)

$
(15,052
)

$
(26,780
)

$
(27,350
)Gain on Sale of Real Estate, Net of Income Tax


641







570



9,152Preferred Distributions


(4,913
)


(4,857
)


(14,594
)


(14,571
)Loss from Continuing Operations Available


(6,821
)


(19,909
)


(40,804
)


(32,769
)Income from Continuing Operations Allocable to Participating
    Securities














Loss from Continuing Operations Available to Unitholders

$
(6,821
)

$
(19,909
)

$
(40,804
)

$
(32,769
)Income from Discontinued Operations, Net of Income Tax

$
4,709


$
24,010


$
12,788


$
138,813Discontinued Operations Allocable to Participating Securities






(95
)






(2,286
)Income from Discontinued Operations Available to Unitholders

$
4,709


$
23,915


$
12,788


$
136,527Net (Loss) Income Available to Unitholders

$
(2,112
)

$
4,101


$
(28,016
)

$
106,044Net Income Allocable to Participating Securities






(95
)






(2,286
)Net (Loss) Income Available to Unitholders

$
(2,112
)

$
4,006


$
(28,016
)

$
103,758Denominator:Weighted Average Units  Basic and Diluted


50,874,196



49,431,399



50,259,442



49,418,057Basic and Diluted EPU:Loss from Continuing Operations Available to Unitholders

$
(0.13
)

$
(0.40
)

$
(0.81
)

$
(0.66
)Income from Discontinued Operations Available to Unitholders

$
0.09


$
0.48


$
0.25


$
2.76Net (Loss) Income Available to Unitholders

$
(0.04
)

$
0.08


$
(0.56
)

$
2.10      21




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        12.
    Income
    Taxes      September 30,


December 31,2009


2008Bad debt expense

$



$
196Investment in Joint Ventures


1,793



19,621Fixed assets


1,259



9,625Prepaid rent


35



494Capitalized general and administrative expense under 263A






3,711Deferred losses/gains






71Accrued contingency loss






377Restricted stock






2,326Accrual for Restructuring Costs






751Abandoned Project Costs






1,150State net operating loss carrying forward






131Valuation Allowance


(3,059
)


(19,501
)Other


513



836Total deferred tax assets

$
541


$
19,788Straight-line rent


(541
)


(1,936
)Fixed assets






(53
)Capitalized interest under 263A






(362
)Other






(243
)Total deferred tax liabilities

$
(541
)

$
(2,594
)Total net deferred tax asset

$



$
17,194  22




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Michigan
    Tax Issue
    1997-2000
  13.
    Impairment
    Charges       23




---



##### Table of Contents



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


Significant Other


Unobservable


TotalSeptember 30,


Identical Assets


Observable Inputs


Inputs


GainsDescription

2009


(Level 1)


(Level 2)


(Level 3)


(Losses)Long-lived assets held and used

$
3,830










$
3,830


$
(6,934
)Unconsolidated Joint Venture investments

$
3,645










$
3,645


$
(3,879
)   and/or
  14.
    Restructuring
    Costs      15.
    Stock
    Based Compensation   24




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        September 30,2009Stock price

$
5.25Exercise price

$
7.94Expected dividend yield


0.0
%Expected stock volatility


128.4
%Risk-free interest rate


0.41
%Expected life (years)


0.06Value

$
0.09       16.
    Derivatives    Mark-to-Market
 25




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (iii) 3-month 30-year
    Fixed








Fair Value As of


Fair Value As ofHedge Product

Notional Amount


Pay Rate


Trade Date


Maturity Date


September 30, 2009


December 31, 2008Derivatives designated as hedging
    instruments:Forward-Starting Agreement 1

$
59,750



4.0725
%


January 2008



May 15, 2014


$



$
(3,429
)Forward-Starting Agreement 2


59,750



4.0770
%


January 2008



May 15, 2014







(3,452
)Interest Rate Swap Agreement


50,000



2.4150
%


March 2008



April 1, 2010



(519
)


(858
)Total derivatives designated as hedging instruments

$
169,500














$
(519
)

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


50,000



5.2175
%


October 2008



October 1, 2013



(867
)


(3,073
)Total Derivatives

$
219,500











Total


$
(1,386
)

$
(10,812
)     *
    
    Fair value excludes quarterly settlement payment due on
    Series F Agreement. For the three months ended
    September 30, 2009, the quarterly payable was $116.    26




---



##### 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

2009

2008

2009

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

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

$
163


$
(1,796
)

$
(1,245
)

$
1,614Amortization Reclassified from OCI into Income

Interest Expense

$
(479
)

$
206


$
(311
)

$
584Gain Recognized in Income (Unhedged Position)

Mark-to-Market Gain on Interest Rate Protection Agreements

$



$



$
974


$
     *
    
    Includes Forward Starting Agreement 1, Forward Starting
    Agreement 2, Interest Rate Swap Agreement and interest rate
    protection agreements settled in previous periods.  Mark-to-Market Mark-to-Market
        Fair Value Measurements at September 30, 2009 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableSeptember 30,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Liabilities:Interest Rate Swap Agreement

$
519






$
519



Series F Agreement

$
983










$
983    27




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning liability balance at December 31, 2008

$
(3,073
)Total unrealized gains:Mark-to-Market
    Gain on Series F Agreement


2,090Ending liability balance at September 30, 2009

$
(983
)   17.
    Commitments
    and Contingencies          18.
    Related
    Party Transactions    19.
    Subsequent
    Events  Form 10-Q,
 28




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           29




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up higher-than-expected Form 10-K Form 10-K), Form 10-Q,
  GENERAL
   30




---



##### Table of Contents



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




---



##### Table of Contents



and/or
   32




---



##### Table of Contents



Current
    Business Risks and Uncertainties
        
    Capital Retention We plan to retain capital
    by making per Unit distributions equivalent to the per share
    dividends the Company is required to make on its common stock to
    meet its minimum distribution requirements as a REIT. We did not
    pay common unit distributions in April 2009, July 2009 or
    October 2009 and may not pay common unit distributions for the
    last quarter in 2009 depending on the Companys taxable
    income. If the Company is required to pay common stock dividends
    for 2009, we may elect to make common unit distributions through
    some combination of cash, common Units
    and/or the
    Companys common shares.
    Mortgage Financing During the three and nine
    months ended September 30, 2009, we originated $41.9 and
    $185.6 million, respectively, in mortgage financings with
    maturities ranging from September 2014 to July 2019 and interest
    rates ranging from 6.42% to 7.87% (See Note 6 to the
    Consolidated Financial Statements). We believe these mortgage
    financings comply with all covenants contained in our Unsecured
    Line of Credit and our senior debt securities, including
    coverage ratios and total indebtedness, total unsecured
    indebtedness and total secured indebtedness limitations. We are
    in active discussions with various lenders regarding the
    origination of additional mortgage financing and the terms and
    conditions thereof. We expect to use proceeds from our mortgage
    financings to pay down our debt. No assurances can be made that
    additional mortgage financing will be obtained. 33




---



##### Table of Contents




    Equity Financing During the three and
    nine months ended September 30, 2009, we sold
    3,034,120 shares of the companys common stock,
    generating approximately $15.9 million in net proceeds,
    under the direct stock purchase component of the Companys
    Dividend Reinvestment and Direct Stock Purchase Plan
    (DRIP). On September 29, 2009, we agreed to
    sell in an underwritten public offering 12,500,000 shares,
    with an underwriters overallotment option to purchase up to
    1,875,000 additional shares, of the Companys common stock
    at a price to the public of $5.25 per share (see Note 6).
    We may opportunistically access the equity markets again,
    subject to contractual restrictions, and may continue to issue
    shares under the direct stock purchase component of the DRIP. We
    expect to use the proceeds from our equity sales to reduce our
    indebtedness.  
    Asset Sales During the three and nine
    months ended September 30, 2009 we sold three industrial
    properties and several land parcels, and eight industrial
    properties and several land parcels, respectively, for gross
    proceeds of $17.6 million and $47.5 million,
    respectively. We are in various stages of discussions with third
    parties for the sale of additional properties for the remainder
    of 2009 and plan to continue to market other properties for sale
    throughout 2009. We expect to use sales proceeds to pay down
    additional debt. If we are unable to sell properties on an
    advantageous basis, this may impair our liquidity and our
    ability to meet our financial covenants.
    Debt Reduction During the three and nine
    months ended September 30, 2009, we repurchased
    $123.7 million and $158.7 million, respectively, of
    our senior unsecured notes (including $19.3 million of our
    2009 Notes prior to their repayment at maturity on June 15,
    2009) (see Note 6 to the Consolidated Financial Statements)
    at a substantial discount to the principal amounts of the notes.
    We may from time to time repay additional amounts of our
    outstanding debt. Any repayments would depend upon prevailing
    market conditions, our liquidity requirements, contractual
    restrictions and other factors we consider important. Future
    repayments may materially impact our liquidity, future tax
    liability and results of operations.    RESULTS
    OF OPERATIONS
  Comparison
    of Nine Months Ended September 30, 2009 to Nine Months
    Ended September 30, 2008
     34




---



##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
196,846


$
211,740


$
(14,894
)


(7.0
)%Acquired Properties


17,383



7,625



9,758



128.0
%Sold Properties


1,379



23,595



(22,216
)


(94.2
)%(Re)Developments and Land, Not Included Above


14,029



5,581



8,448



151.4
%Other


13,912



22,405



(8,493
)


(37.9
)%$
243,549


$
270,946


$
(27,397
)


(10.1
)%Discontinued Operations


(4,197
)


(26,818
)


22,621



(84.4
)%Subtotal Revenues

$
239,352


$
244,128


$
(4,776
)


(2.0
)%Construction Revenues


52,703



101,600



(48,897
)


(48.1
)%Total Revenues

$
292,055


$
345,728


$
(53,673
)


(15.5
)%     Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
65,474


$
68,192


$
(2,718
)


(4.0
)%Acquired Properties


4,243



1,450



2,793



192.6
%Sold Properties


496



8,270



(7,774
)


(94.0
)%(Re)Developments and Land, Not Included Above


5,362



3,854



1,508



39.1
%Other


10,960



11,805



(845
)


(7.2
)%$
86,535


$
93,571


$
(7,036
)


(7.5
)%Discontinued Operations


(1,388
)


(9,931
)


8,543



(86.0
)%Total Property Expenses

$
85,147


$
83,640


$
1,507



1.8
%Construction Expenses


50,567



96,628



(46,061
)


(47.7
)%Total Property and Construction Expenses

$
135,714


$
180,268


$
(44,554
)


(24.7
)%  35




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
83,274


$
95,491


$
(12,217
)


(12.8
)%Acquired Properties


9,137



6,533



2,604



39.9
%Sold Properties


671



5,904



(5,233
)


(88.6
)%(Re)Developments and Land, Not Included Above and Other


7,018



4,322



2,696



62.4
%Corporate Furniture, Fixtures and Equipment


1,669



1,513



156



10.3
%$
101,769


$
113,763


$
(11,994
)


(10.5
)%Discontinued Operations


(1,913
)


(7,316
)


5,403



(73.9
)%Total Depreciation and Other Amortization

$
99,856


$
106,447


$
(6,591
)


(6.2
)%    36




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##### Table of Contents



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




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##### Table of Contents



Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


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

$
4,197


$
26,818Property Expenses


(1,388
)


(9,931
)Depreciation and Amortization


(1,913
)


(7,316
)Gain on Sale of Real Estate


11,862



132,621Benefit (Provision) for Income Taxes


30



(3,379
)Income from Discontinued Operations

$
12,788


$
138,813         Comparison
    of Three Months Ended September 30, 2009 to Three Months
    Ended September 30, 2008
     38




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
64,049


$
68,116


$
(4,067
)


(6.0
)%Acquired Properties


5,760



3,943



1,817



46.1
%Sold Properties


79



3,277



(3,198
)


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


4,522



2,761



1,761



63.8
%Other


5,105



7,693



(2,588
)


(33.6
)%$
79,515


$
85,790


$
(6,275
)


(7.3
)%Discontinued Operations


(987
)


(4,391
)


3,404



(77.5
)%Subtotal Revenues

$
78,528


$
81,399


$
(2,871
)


(3.5
)%Construction Revenues


15,954



45,202



(29,248
)


(64.7
)%Total Revenues

$
94,482


$
126,601


$
(32,119
)


(25.4
)%     Three Months


Three MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
20,892


$
21,797


$
(905
)


(4.2
)%Acquired Properties


1,903



665



1,238



186.2
%Sold Properties


(178
)


1,116



(1,294
)


(115.9
)%(Re)Developments and Land, Not Included Above


1,149



1,385



(236
)


(17.0
)%Other


3,875



3,727



148



4.0
%$
27,641


$
28,690


$
(1,049
)


(3.7
)%Discontinued Operations


(171
)


(1,532
)


1,361



(88.8
)%Total Property Expenses

$
27,470


$
27,158


$
312



1.1
%Construction Expenses


14,895



41,895



(27,000
)


(64.4
)%Total Property and Construction Expenses

$
42,365


$
69,053


$
(26,688
)


(38.6
)%  39




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2009


September 30, 2008


$ Change


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

$
27,723


$
29,535


$
(1,812
)


(6.1
)%Acquired Properties


2,930



3,738



(808
)


(21.6
)%Sold Properties


49



973



(924
)


(95.0
)%(Re)Developments and Land, Not Included Above and Other


2,455



1,500



955



63.7
%Corporate Furniture, Fixtures and Equipment


526



539



(13
)


(2.4
)%$
33,683


$
36,285


$
(2,602
)


(7.2
)%Discontinued Operations


(364
)


(1,434
)


1,070



(74.6
)%Total Depreciation and Other Amortization

$
33,319


$
34,851


$
(1,532
)


(4.4
)%        40




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##### Table of Contents



Three Months


Three MonthsEnded


EndedSeptember 30, 2009


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

$
987


$
4,391Property Expenses


(171
)


(1,532
)Depreciation and Amortization


(364
)


(1,434
)Gain on Sale of Real Estate


4,353



22,660Benefit (Provision) for Income Taxes


(96
)


(75
)Income from Discontinued Operations

$
4,709


$
24,010        41




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##### Table of Contents



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




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
         43




---



##### Table of Contents



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




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##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)) Rules 13a-15(b) 15d-15(b),
   45




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##### Table of Contents



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




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##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description31
.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 47




---



##### Table of Contents



SIGNATURE         By:
    /s/  Scott
    A. Musil       48




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description31
.1*

Certification of the Principal Executive Officer 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 49