##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|  |  | For the quarterly period ended June 30, 2003                                            
|o |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



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Commission File Number 333-21873



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FIRST INDUSTRIAL, L.P.

(Exact Name of Registrant as Specified in its Charter)


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

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes x No o





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TABLE OF CONTENTS



|                                                               |                                                                                               |                                                                |  |  |  |  |  | 
|-------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                 
|                                                               | Item 1. Financial Statements                                                                 
|                                                               |                                                                                               | CONSOLIDATED BALANCE SHEETS                                   
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|                                                               |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
|                                                               |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS                         
|                                                               |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                    
|                                                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                               | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                                    
|                                                               | Item 1. Legal Proceedings                                                                    
|                                                               | Item 2. Changes in Securities                                                                
|                                                               | Item 3. Defaults Upon Senior Securities                                                      
|                                                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                               | Item 5. Other Information                                                                    
|                                                               | Item 6. Exhibits and Report on Form 8-K                                                      
|SIGNATURE                                                     
|EXHIBIT INDEX                                                 
|Certification of Chief Executive Officer                      
|Certification of Chief Financial Officer                      
|Section 906 Certification                                     



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
Form 10-Q
For the Period Ended June 30, 2003

INDEX

|                              |                                                                                               |                                                                                                                           |    |       |      | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------- | -- | ----- | ---- | 
|                              |                                                                                               |                                                                                                                           |    | PAGE 
|                              |                                                                                               |                                                                                                                           |    |      
|Part I: FINANCIAL INFORMATION |                                                                                               |                                                                                                                           |    |      
|                              | Item 1. Financial Statements                                                                  |                                                                                                                           |    |       |     
|                              |                                                                                               | Consolidated Balance Sheets as of June 30, 2003 and December 31,
2002                                                     |    |       | 2    | 
|                              |                                                                                               | Consolidated Statements of Operations and Comprehensive Income for
the Six Months Ended June 30, 2003 and June 30, 2002   |    |       | 3    | 
|                              |                                                                                               | Consolidated Statements of Operations and Comprehensive Income for
the Three Months Ended June 30, 2003 and June 30, 2002 |    |       | 4    | 
|                              |                                                                                               | Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2003 and June 30, 2002                            |    |       | 5    | 
|                              |                                                                                               | Notes to Consolidated Financial Statements                                                                                |    |       | 6-18 | 
|                              | Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                                                           |    | 19-28 |     
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                                                           |    | 29    |     
|                              | Item 4. Controls and Procedures                                                               |                                                                                                                           |    | 29    |     
|Part II: OTHER INFORMATION    |                                                                                               |                                                                                                                           |    |      
|                              | Item 1. Legal Proceedings                                                                     |                                                                                                                           |    | 30    |     
|                              | Item 2. Changes in Securities                                                                 |                                                                                                                           |    | 30    |     
|                              | Item 3. Defaults Upon Senior Securities                                                       |                                                                                                                           |    | 30    |     
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                           |    | 30    |     
|                              | Item 5. Other Information                                                                     |                                                                                                                           |    | 30    |     
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                           |    | 30    |     
|SIGNATURE                     |                                                                                               |                                                                                                                           | 32 |      
|EXHIBIT INDEX                 |                                                                                               |                                                                                                                           | 33 |      

1



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##### Table of Contents












PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST INDUSTRIAL, L.P.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |              |           |           |  | 
|--------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | --------------------------------------- | --------- | --------- | --------- | - | ------------ | --------- | --------- |  | 
|                                  |                                                                                                                                        |                                   |                                         |           |           | June 30,  |   | December 31,
|                                  |                                                                                                                                        |                                   |                                         |           |           | 2003      |   | 2002        
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|ASSETS                           
|Assets:                           |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|                                  | Investment in Real Estate:                                                                                                             |                                   |                                         |           |           |           |   |              |          
|                                  |                                                                                                                                        | Land                              |                                         | $         | 376,323   |           |   | $            | 363,543   |          
|                                  |                                                                                                                                        | Buildings and Improvements        |                                         |           | 1,895,148 |           |   |              | 1,829,922 |          
|                                  |                                                                                                                                        | Furniture, Fixtures and Equipment |                                         |           | 1,118     |           |   |              | 1,174     |          
|                                  |                                                                                                                                        | Construction in Progress          |                                         |           | 107,714   |           |   |              | 122,331   |          
|                                  |                                                                                                                                        | Less: Accumulated Depreciation    |                                         |           | (277,312  | )         |   |              | (261,375  | )        
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|                                  |                                                                                                                                        |                                   | Net Investment in Real Estate           |           |           | 2,102,991 |   |              |           | 2,055,595 | 
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|                                  | Real Estate Held for Sale, Net of Accumulated Depreciation and
Amortization of $1,064 at June 30, 2003 and $2,135 at
December 31, 2002 |                                   |                                         | 11,244    |           |           |   | 7,040        |          
|                                  | Investments in and Advances to Other Real Estate Partnerships                                                                          |                                   |                                         | 363,628   |           |           |   | 377,776      |          
|                                  | Cash and Cash Equivalents                                                                                                              |                                   |                                         | 3,759     |           |           |   |             |          
|                                  | Restricted Cash                                                                                                                        |                                   |                                         | 10,315    |           |           |   | 28,350       |          
|                                  | Tenant Accounts Receivable, Net                                                                                                        |                                   |                                         | 9,327     |           |           |   | 9,523        |          
|                                  | Investments in Joint Ventures                                                                                                          |                                   |                                         | 12,983    |           |           |   | 12,545       |          
|                                  | Deferred Rent Receivable                                                                                                               |                                   |                                         | 12,428    |           |           |   | 12,765       |          
|                                  | Deferred Financing Costs, Net                                                                                                          |                                   |                                         | 10,629    |           |           |   | 11,449       |          
|                                  | Prepaid Expenses and Other Assets, Net                                                                                                 |                                   |                                         | 86,297    |           |           |   | 70,762       |          
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|                                  |                                                                                                                                        |                                   | Total Assets                            |           | $         | 2,623,601 |   |              | $         | 2,585,805 | 
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|LIABILITIES AND PARTNERS CAPITAL
|Liabilities:                      |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|                                  | Mortgage Loans Payable, Net                                                                                                            |                                   | $                                       | 36,459    |           |           | $ | 19,909       |          
|                                  | Senior Unsecured Debt, Net                                                                                                             |                                   |                                         | 1,212,006 |           |           |   | 1,211,860    |          
|                                  | Unsecured Line of Credit                                                                                                               |                                   |                                         | 202,600   |           |           |   | 170,300      |          
|                                  | Accounts Payable and Accrued Expenses                                                                                                  |                                   |                                         | 63,792    |           |           |   | 66,874       |          
|                                  | Rents Received in Advance and Security Deposits                                                                                        |                                   |                                         | 24,473    |           |           |   | 25,538       |          
|                                  | Distributions Payable                                                                                                                  |                                   |                                         | 31,607    |           |           |   | 31,106       |          
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|                                  |                                                                                                                                        |                                   | Total Liabilities                       |           |           | 1,570,937 |   |              |           | 1,525,587 | 
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|Commitments and Contingencies     |                                                                                                                                        |                                   |                                        |           |           |           |  |             
|Partners Capital:                |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|                                  | General Partner Preferred Units (100,000 units issued and
outstanding at June 30, 2003 and December 31, 2002)                          |                                   |                                         | 240,697   |           |           |   | 240,697      |          
|                                  | General Partner Units (39,370,178 and 38,598,321 units issued and
outstanding at June 30, 2003 and December 31, 2002, respectively)    |                                   |                                         | 677,945   |           |           |   | 665,647      |          
|                                  | Unamortized Value of General Partnership Restricted Units                                                                              |                                   |                                         | (21,935   | )         |           |   | (4,307       | )        
|                                  | Limited Partners Units (6,772,361 and 6,811,956 units issued and
outstanding at June 30, 2003 and December 31, 2002, respectively)    |                                   |                                         | 166,109   |           |           |   | 168,740      |          
|                                  | Accumulated Other Comprehensive Loss                                                                                                   |                                   |                                         | (10,152   | )         |           |   | (10,559      | )        
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|                                  |                                                                                                                                        |                                   | Total Partners Capital                 |           |           | 1,052,664 |   |              |           | 1,060,218 | 
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             
|                                  |                                                                                                                                        |                                   | Total Liabilities and Partners Capital |           | $         | 2,623,601 |   |              | $         | 2,585,805 | 
|                                  |                                                                                                                                        |                                   |                                         |           |           |           |   |             

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

2



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FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in thousands, except per Unit data)
(Unaudited)

|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |         |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------------------------------------------------------------------------------------- | ------- | ------------- | ------- | ------------- | ------- | ------- | ------- | -
|                                                                                                                                                                       |                                          |                                                                                         |         | Six Months    |         | Six Months   
|                                                                                                                                                                       |                                          |                                                                                         |         | Ended         |         | Ended        
|                                                                                                                                                                       |                                          |                                                                                         |         | June 30, 2003 |         | June 30, 2002
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |              
|Revenues:                                                                                                                                                              |                                          |                                                                                         |         |               |         |               |         |        
|                                                                                                                                                                       | Rental Income                            |                                                                                         | $       | 107,700       |         |               | $       | 104,204 |        
|                                                                                                                                                                       | Tenant Recoveries and Other Income       |                                                                                         |         | 36,166        |         |               |         | 32,812  |        
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|                                                                                                                                                                       |                                          | Total Revenues                                                                          |         |               | 143,866 |               |         |         | 137,016 |  
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|Expenses:                                                                                                                                                              |                                          |                                                                                         |         |               |         |               |         |        
|                                                                                                                                                                       | Real Estate Taxes                        |                                                                                         |         | 22,537        |         |               |         | 21,933  |        
|                                                                                                                                                                       | Repairs and Maintenance                  |                                                                                         |         | 11,687        |         |               |         | 8,878   |        
|                                                                                                                                                                       | Property Management                      |                                                                                         |         | 5,869         |         |               |         | 5,352   |        
|                                                                                                                                                                       | Utilities                                |                                                                                         |         | 4,443         |         |               |         | 3,383   |        
|                                                                                                                                                                       | Insurance                                |                                                                                         |         | 1,749         |         |               |         | 975     |        
|                                                                                                                                                                       | Other                                    |                                                                                         |         | 3,442         |         |               |         | 3,390   |        
|                                                                                                                                                                       | General and Administrative               |                                                                                         |         | 13,758        |         |               |         | 9,967   |        
|                                                                                                                                                                       | Interest Expense                         |                                                                                         |         | 47,625        |         |               |         | 41,235  |        
|                                                                                                                                                                       | Amortization of Deferred Financing Costs |                                                                                         |         | 874           |         |               |         | 925     |        
|                                                                                                                                                                       | Depreciation and Other Amortization      |                                                                                         |         | 32,810        |         |               |         | 28,837  |        
|                                                                                                                                                                       | Loss From Early Retirement of Debt       |                                                                                         |         |              |         |               |         | 888     |        
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|                                                                                                                                                                       |                                          | Total Expenses                                                                          |         |               | 144,794 |               |         |         | 125,763 |  
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|(Loss) Income from Continuing Operations Before Equity in Income of Other Real
Estate Partnerships, Equity in Income of Joint Ventures and Gain on Sale
of Real Estate |                                          |                                                                                         | (928    | )             |         |               | 11,253  |        
|Equity in Income of Other Real Estate Partnerships                                                                                                                     |                                          |                                                                                         | 25,273  |               |         |               | 33,063  |        
|Equity in Income of Joint Ventures                                                                                                                                     |                                          |                                                                                         | 443     |               |         |               | 576     |        
|Gain on Sale of Real Estate                                                                                                                                            |                                          |                                                                                         | 2,689   |               |         |               | 9,834   |        
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|Income from Continuing Operations                                                                                                                                      |                                          |                                                                                         | 27,477  |               |         |               | 54,726  |        
|Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $32,784 and $6,654 for the Six Months Ended June 30,
2003 and 2002, respectively)        |                                          |                                                                                         | 34,312  |               |         |               | 14,869  |        
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|Net Income                                                                                                                                                             |                                          |                                                                                         | 61,789  |               |         |               | 69,595  |        
|Less: Preferred Unit Distributions                                                                                                                                     |                                          |                                                                                         | (10,088 | )             |         |               | (13,344 | )      
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|Net Income Available to Unitholders                                                                                                                                    |                                          | $                                                                                       | 51,701  |               |         | $             | 56,251  |        
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|Income from Continuing Operations Available to Unitholders
Per Weighted Average Unit Outstanding:                                                                      |                                          |                                                                                         |         |               |         |               |         |        
|                                                                                                                                                                       |                                          | Basic                                                                                   |         | $             | 0.38    |               |         | $       | 0.90    |  
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|                                                                                                                                                                       |                                          | Diluted                                                                                 |         | $             | 0.38    |               |         | $       | 0.89    |  
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|Net Income Available to Unitholders Per Weighted Average
Unit Outstanding:                                                                                             |                                          |                                                                                         |         |               |         |               |         |        
|                                                                                                                                                                       |                                          | Basic                                                                                   |         | $             | 1.13    |               |         | $       | 1.22    |  
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|                                                                                                                                                                       |                                          | Diluted                                                                                 |         | $             | 1.13    |               |         | $       | 1.21    |  
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|Net Income                                                                                                                                                             |                                          | $                                                                                       | 61,789  |               |         | $             | 69,595  |        
|Other Comprehensive Income:                                                                                                                                            |                                          |                                                                                         |         |               |         |               |         |        
|                                                                                                                                                                       |                                          | Settlement of Interest Rate Protection Agreement                                        |         |               |        |               |         |         | 1,772   |  
|                                                                                                                                                                       |                                          | Mark-to-Market of Interest Rate Protection Agreements and
Interest Rate Swap Agreements |         |               | 311     |               |         |         | (179    | )
|                                                                                                                                                                       |                                          | Amortization of Interest Rate Protection Agreements                                     |         |               | 96      |               |         |         | 125     |  
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        
|Comprehensive Income                                                                                                                                                   |                                          | $                                                                                       | 62,196  |               |         | $             | 71,313  |        
|                                                                                                                                                                       |                                          |                                                                                         |         |               |         |               |         |        

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

3



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##### Table of Contents






FIRST INDUSTRIAL, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollars in thousands, except per Unit data)
(Unaudited)

|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |        |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------------------------------------------------------------------------------------- | ------ | ------------- | ------ | ------------- | ------ | ------ | ------ | -
|                                                                                                                                                                  |                                          |                                                                                         |        | Three Months  |        | Three Months 
|                                                                                                                                                                  |                                          |                                                                                         |        | Ended         |        | Ended        
|                                                                                                                                                                  |                                          |                                                                                         |        | June 30, 2003 |        | June 30, 2002
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |              
|Revenues:                                                                                                                                                         |                                          |                                                                                         |        |               |        |               |        |       
|                                                                                                                                                                  | Rental Income                            |                                                                                         | $      | 55,111        |        |               | $      | 52,976 |       
|                                                                                                                                                                  | Tenant Recoveries and Other Income       |                                                                                         |        | 17,748        |        |               |        | 16,886 |       
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|                                                                                                                                                                  |                                          | Total Revenues                                                                          |        |               | 72,859 |               |        |        | 69,862 |  
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|Expenses:                                                                                                                                                         |                                          |                                                                                         |        |               |        |               |        |       
|                                                                                                                                                                  | Real Estate Taxes                        |                                                                                         |        | 11,217        |        |               |        | 11,245 |       
|                                                                                                                                                                  | Repairs and Maintenance                  |                                                                                         |        | 5,539         |        |               |        | 4,964  |       
|                                                                                                                                                                  | Property Management                      |                                                                                         |        | 2,508         |        |               |        | 2,689  |       
|                                                                                                                                                                  | Utilities                                |                                                                                         |        | 2,033         |        |               |        | 1,668  |       
|                                                                                                                                                                  | Insurance                                |                                                                                         |        | 859           |        |               |        | 530    |       
|                                                                                                                                                                  | Other                                    |                                                                                         |        | 1,918         |        |               |        | 1,823  |       
|                                                                                                                                                                  | General and Administrative               |                                                                                         |        | 7,158         |        |               |        | 4,828  |       
|                                                                                                                                                                  | Interest Expense                         |                                                                                         |        | 23,920        |        |               |        | 22,183 |       
|                                                                                                                                                                  | Amortization of Deferred Financing Costs |                                                                                         |        | 437           |        |               |        | 480    |       
|                                                                                                                                                                  | Depreciation and Other Amortization      |                                                                                         |        | 16,926        |        |               |        | 14,717 |       
|                                                                                                                                                                  | Loss From Early Retirement of Debt       |                                                                                         |        |              |        |               |        | 888    |       
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|                                                                                                                                                                  |                                          | Total Expenses                                                                          |        |               | 72,515 |               |        |        | 66,015 |  
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|Income from Continuing Operations Before Equity in Income of Other Real
Estate Partnerships, Equity in Income of Joint Ventures and Gain on Sale
of Real Estate   |                                          |                                                                                         | 344    |               |        |               | 3,847  |       
|Equity in Income of Other Real Estate Partnerships                                                                                                                |                                          |                                                                                         | 8,044  |               |        |               | 17,668 |       
|Equity in Income of Joint Ventures                                                                                                                                |                                          |                                                                                         | 269    |               |        |               | 354    |       
|Gain on Sale of Real Estate                                                                                                                                       |                                          |                                                                                         | 1,378  |               |        |               | 4,495  |       
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|Income from Continuing Operations                                                                                                                                 |                                          |                                                                                         | 10,035 |               |        |               | 26,364 |       
|Income from Discontinued Operations (Including Gain on Sale of Real
Estate of $16,309 and $4,930 for the Three Months Ended June 30,
2003 and 2002, respectively) |                                          |                                                                                         | 16,597 |               |        |               | 8,485  |       
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|Net Income                                                                                                                                                        |                                          |                                                                                         | 26,632 |               |        |               | 34,849 |       
|Less: Preferred Unit Distributions                                                                                                                                |                                          |                                                                                         | (5,044 | )             |        |               | (6,113 | )     
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|Net Income Available to Unitholders                                                                                                                               |                                          | $                                                                                       | 21,588 |               |        | $             | 28,736 |       
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|Income from Continuing Operations Available to Unitholders
Per Weighted Average Unit Outstanding:                                                                 |                                          |                                                                                         |        |               |        |               |        |       
|                                                                                                                                                                  |                                          | Basic                                                                                   |        | $             | 0.11   |               |        | $      | 0.44   |  
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|                                                                                                                                                                  |                                          | Diluted                                                                                 |        | $             | 0.11   |               |        | $      | 0.43   |  
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|Net Income Available to Unitholders Per Weighted Average
Unit Outstanding:                                                                                        |                                          |                                                                                         |        |               |        |               |        |       
|                                                                                                                                                                  |                                          | Basic                                                                                   |        | $             | 0.47   |               |        | $      | 0.62   |  
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|                                                                                                                                                                  |                                          | Diluted                                                                                 |        | $             | 0.47   |               |        | $      | 0.61   |  
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|Net Income                                                                                                                                                        |                                          | $                                                                                       | 26,632 |               |        | $             | 34,849 |       
|Other Comprehensive Income:                                                                                                                                       |                                          |                                                                                         |        |               |        |               |        |       
|                                                                                                                                                                  |                                          | Settlement of Interest Rate Protection Agreement                                        |        |               |       |               |        |        | 1,772  |  
|                                                                                                                                                                  |                                          | Mark-to-Market of Interest Rate Protection Agreements and
Interest Rate Swap Agreements |        |               | 157    |               |        |        | (3,751 | )
|                                                                                                                                                                  |                                          | Amortization of Interest Rate Protection Agreements                                     |        |               | 49     |               |        |        | 71     |  
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       
|Comprehensive Income                                                                                                                                              |                                          | $                                                                                       | 26,838 |               |        | $             | 32,941 |       
|                                                                                                                                                                  |                                          |                                                                                         |        |               |        |               |        |       

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

4



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##### Table of Contents






| |  |                                       |  | 
| |  | ------------------------------------- |  | 
| |  | FIRST INDUSTRIAL, L.P.               
| |  | CONSOLIDATED STATEMENTS OF CASH FLOWS
| |  | (Dollars in thousands)               
| |  | (Unaudited)                          

|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |          |         |         |  
|---------------------------------------------- | ---------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | --------------------------------------------------- | -------- | ---------------- | ------- | ---------------- | -------- | ------- | ------- | -
|                                               |                                                                                    |                                                                                                       |                                                     |          | Six Months Ended |         | Six Months Ended
|                                               |                                                                                    |                                                                                                       |                                                     |          | June 30, 2003    |         | June 30, 2002   
|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                 
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|                                               | Net Income                                                                         |                                                                                                       | $                                                   | 61,789   |                  |         | $                | 69,595   |        
|                                               | Adjustments to Reconcile Net Income to Net Cash Provided
 by Operating Activities: |                                                                                                       |                                                     |          |                  |         |                  |          |        
|                                               |                                                                                    | Depreciation                                                                                          |                                                     |          | 28,502           |         |                  |          | 27,322  |        
|                                               |                                                                                    | Amortization of Deferred Financing Costs                                                              |                                                     |          | 874              |         |                  |          | 925     |        
|                                               |                                                                                    | Other Amortization                                                                                    |                                                     |          | 7,506            |         |                  |          | 7,262   |        
|                                               |                                                                                    | Provision for Bad Debt                                                                                |                                                     |          | (230             | )       |                  |          |        |        
|                                               |                                                                                    | Equity in Income of Joint Ventures                                                                    |                                                     |          | (443             | )       |                  |          | (576    | )      
|                                               |                                                                                    | Distributions from Joint Ventures                                                                     |                                                     |          | 443              |         |                  |          | 576     |        
|                                               |                                                                                    | Gain on Sale of Real Estate                                                                           |                                                     |          | (35,473          | )       |                  |          | (16,487 | )      
|                                               |                                                                                    | Loss From Early Retirement of Debt                                                                    |                                                     |          |                 |         |                  |          | 888     |        
|                                               |                                                                                    | Equity in Income of Other Real Estate Partnerships                                                    |                                                     |          | (25,273          | )       |                  |          | (33,063 | )      
|                                               |                                                                                    | Distributions from Investment in Other Real Estate
Partnerships                                       |                                                     |          | 25,273           |         |                  |          | 33,063  |        
|                                               |                                                                                    | Increase in Tenant Accounts Receivable and Prepaid
Expenses and Other Assets, Net                     |                                                     |          | (17,170          | )       |                  |          | (6,738  | )      
|                                               |                                                                                    | Increase in Deferred Rent Receivable                                                                  |                                                     |          | (557             | )       |                  |          | (1,095  | )      
|                                               |                                                                                    | Decrease in Accounts Payable and Accrued Expenses and
Rents Received in Advance and Security Deposits |                                                     |          | (10,285          | )       |                  |          | (12,614 | )      
|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|                                               |                                                                                    |                                                                                                       | Net Cash Provided by Operating Activities           |          |                  | 34,956  |                  |          |         | 69,058  |  
|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|CASH FLOWS FROM INVESTING ACTIVITIES:          |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|                                               | Purchases of and Additions to Investment in Real Estate                            |                                                                                                       |                                                     | (144,154 | )                |         |                  | (124,880 | )      
|                                               | Net Proceeds from Sales of Investments in Real Estate                              |                                                                                                       |                                                     | 119,558  |                  |         |                  | 128,683  |        
|                                               | Investments in and Advances to Other Real Estate
Partnerships                      |                                                                                                       |                                                     | (36,625  | )                |         |                  | (77,034  | )      
|                                               | Distributions from Other Real Estate Partnerships in Excess of
Equity in Income    |                                                                                                       |                                                     | 50,773   |                  |         |                  | 42,660   |        
|                                               | Contributions to and Investments in Joint Ventures                                 |                                                                                                       |                                                     | (1,742   | )                |         |                  | (3,104   | )      
|                                               | Distributions from Joint Ventures                                                  |                                                                                                       |                                                     | 1,447    |                  |         |                  | 179      |        
|                                               | Repayment of Mortgage Loans Receivable                                             |                                                                                                       |                                                     | 2,060    |                  |         |                  | 500      |        
|                                               | Decrease (Increase) in Restricted Cash                                             |                                                                                                       |                                                     | 18,035   |                  |         |                  | (12,167  | )      
|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|                                               |                                                                                    |                                                                                                       | Net Cash Provided by (Used in) Investing Activities |          |                  | 9,352   |                  |          |         | (45,163 | )
|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|CASH FLOWS FROM FINANCING ACTIVITIES:          |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|                                               | Unit Contributions                                                                 |                                                                                                       |                                                     | 3,000    |                  |         |                  | 15,749   |        
|                                               | Unit Distributions                                                                 |                                                                                                       |                                                     | (62,649  | )                |         |                  | (62,648  | )      
|                                               | Repurchase of Restricted Units                                                     |                                                                                                       |                                                     | (1,591   | )                |         |                  | (1,787   | )      
|                                               | Repurchase of General Partner Units                                                |                                                                                                       |                                                     | (997     | )                |         |                  |         |        
|                                               | Preferred Unit Distributions                                                       |                                                                                                       |                                                     | (10,088  | )                |         |                  | (8,300   | )      
|                                               | Repayments on Mortgage Loans Payable                                               |                                                                                                       |                                                     | (471     | )                |         |                  | (1,502   | )      
|                                               | Proceeds from Senior Unsecured Debt                                                |                                                                                                       |                                                     |         |                  |         |                  | 247,950  |        
|                                               | Other Proceeds from Senior Unsecured Debt                                          |                                                                                                       |                                                     |         |                  |         |                  | 1,772    |        
|                                               | Repayment of Senior Unsecured Debt                                                 |                                                                                                       |                                                     |         |                  |         |                  | (84,930  | )      
|                                               | Redemption of Preferred Units                                                      |                                                                                                       |                                                     |         |                  |         |                  | (100,000 | )      
|                                               | Proceeds from Unsecured Lines of Credit                                            |                                                                                                       |                                                     | 149,400  |                  |         |                  | 320,300  |        
|                                               | Repayments on Unsecured Lines of Credit                                            |                                                                                                       |                                                     | (117,100 | )                |         |                  | (346,700 | )      
|                                               | Cost of Debt Issuance and Prepayment Fees                                          |                                                                                                       |                                                     | (53      | )                |         |                  | (2,412   | )      
|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|                                               |                                                                                    |                                                                                                       | Net Cash Used in Financing Activities               |          |                  | (40,549 | )                |          |         | (22,508 | )
|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|Net Increase in Cash and Cash Equivalents      |                                                                                    |                                                                                                       | 3,759                                               |          |                  |         | 1,387            |         
|Cash and Cash Equivalents, Beginning of Period |                                                                                    |                                                                                                       |                                                    |          |                  |         |                 |         
|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         
|Cash and Cash Equivalents, End of Period       |                                                                                    | $                                                                                                     | 3,759                                               |          |                  | $       | 1,387            |         
|                                               |                                                                                    |                                                                                                       |                                                     |          |                  |         |                  |         

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

5



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##### Table of Contents






FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|1. |  | Organization and Formation of Partnership
|-- |  | -----------------------------------------

First Industrial, L.P. (the Operating Partnership) was organized as a
limited partnership in the state of Delaware on November 23, 1993. The sole
general partner is First Industrial Realty Trust, Inc. (the Company) with an
approximate 85.3% ownership interest at June 30, 2003. The limited partners of
the Operating Partnership own approximately a 14.7% interest in the Operating
Partnership at June 30, 2003. The Company also owns a preferred general
partnership interest in the Operating Partnership with an aggregate liquidation
priority of $250,000. The Company is a real estate investment trust (REIT)
as defined in the Internal Revenue Code. The Companys operations are
conducted primarily through the Operating Partnership.

The Operating Partnership is the sole member of several limited liability
companies (the L.L.C.s), the sole stockholder of First Industrial Development
Services, Inc., and holds at least a 99% limited partnership interest in each
of eight limited partnerships (together, the Other Real Estate Partnerships).
The Operating Partnership, through separate wholly-owned limited liability
companies in which it is the sole member, also owns minority equity interests
in and provides asset and property management services to three joint ventures
which invest in industrial properties (the September 1998 Joint Venture, the
September 1999 Joint Venture and the December 2001 Joint Venture). In May
2003, the Operating Partnership, through separate wholly-owned limited
liability companies in which it is the sole member, entered into a joint
venture arrangement (the May 2003 Joint Venture) with an institutional
investor to invest in industrial properties. As of June 30, 2003, the May 2003 Joint Venture did not own any industrial properties.

The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnerships for which it acts as a general partner. Each
general partner of the Other Real Estate Partnerships is a wholly-owned
subsidiary of the Company.

The financial statements of the Operating Partnership report the L.L.C.s
and First Industrial Development Services, Inc. (the Consolidated Operating
Partnership) on a consolidated basis. The Other Real Estate Partnerships, the
September 1998 Joint Venture, the September 1999 Joint Venture and the December
2001 Joint Venture are accounted for under the equity method of accounting. As
of June 30, 2003, the Consolidated Operating Partnership owned 777 in-service
industrial properties containing an aggregate of approximately 50.4 million
square feet of gross leasable area (GLA). On a combined basis, as of June
30, 2003, the Other Real Estate Partnerships owned 111 in-service industrial
properties containing an aggregate of approximately 10.0 million square feet of
GLA.

Profits, losses and distributions of the Operating Partnership, the
L.L.C.s and the Other Real Estate Partnerships are allocated to the general
partner and the limited partners, or the members, as applicable, in accordance
with the provisions contained within the partnership agreements or ownership
agreements, as applicable, of the Operating Partnership, the L.L.C.s and the
Other Real Estate Partnerships.



|2. |  | Summary of Significant Accounting Policies
|-- |  | ------------------------------------------

The accompanying unaudited interim financial statements have been prepared
in accordance with the accounting policies described in the financial
statements and related notes included in the Operating Partnerships 2002 Form
10-K and should be read in conjunction with such financial statements and
related notes. The following notes to these interim financial statements
highlight significant changes to the notes included in the December 31, 2002
audited financial statements included in the Operating Partnerships 2002 Form
10-K and present interim disclosures as required by the Securities and Exchange
Commission.

In order to conform with generally accepted accounting principles,
management, in preparation of the Consolidated Operating Partnerships
financial statements, is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of June 30, 2003 and December 31, 2002, and the
reported amounts of revenues and

6



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|2. |  | Summary of Significant Accounting Policies, continued
|-- |  | -----------------------------------------------------

expenses for each of the six and three months ended June 30, 2003 and 2002,
respectively. Actual results could differ from those estimates.

In the opinion of management, all adjustments consist of normal recurring
adjustments necessary for a fair statement of the financial position of the
Consolidated Operating Partnership as of June 30, 2003 and the results of its
operations for each of the six and three months ended June 30, 2003 and 2002,
respectively, and its cash flows for each of the six months ended June 30, 2003
and 2002, respectively.

Tenant Accounts Receivable, Net:

The Consolidated Operating Partnership provides an allowance for doubtful
accounts against the portion of tenant accounts receivable which is estimated
to be uncollectible. Tenant accounts receivable in the consolidated balance
sheets are shown net of an allowance for doubtful accounts of approximately
$1,477 and $1,707 as of June 30, 2003 and December 31, 2002, respectively.

Stock Incentive Plan:

Prior to January 1, 2003, the Consolidated Operating Partnership accounted
for its stock incentive plans under the recognition and measurement principles
of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25). Under APB 25, compensation expense is not recognized
for options issued in which the strike price is equal to the fair value of the
Companys stock on the date of grant. Certain options issued in 2000 were
issued with a strike price less than the fair value of the Companys stock on
the date of grant. Compensation expense is being recognized for the intrinsic
value of these options determined at the date of grant over the vesting period.
On January 1, 2003, the Consolidated Operating Partnership adopted the fair
value recognition provisions of the Financial Accounting Standards Boards
(FASB) Financial Accounting Standards No. 123, Accounting for Stock Based
Compensation (FAS 123), as amended by Financial Accounting Standards No.
148, Accounting for Stock-Based Compensation-Transition and Disclosure. The
Consolidated Operating Partnership is applying the fair value recognition
provisions of FAS 123 prospectively to all employee option awards granted after
December 31, 2002. The Consolidated Operating Partnership has not awarded
options to employees or directors of the Company during the six months ended
June 30, 2003, therefore no stock-based employee compensation expense is
included in net income available to common stockholders related to the fair
value recognition provisions of FAS 123.

7



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|2. |  | Summary of Significant Accounting Policies, continued
|-- |  | -----------------------------------------------------

The following table illustrates the pro forma effect on net income and
earnings per unit as if the fair value recognition provisions of FAS 123 had
been applied to all outstanding and unvested option awards in each period
presented:

|                                                                                                                    |  |                  |        |                    |  |          |        |          |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | ------------------ |  | -------- | ------ | -------- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                    |  | Six Months Ended |        | Three Months Ended
|                                                                                                                    |  |                  |        |                   
|                                                                                                                    |  | June 30,         |        | June 30,           |  | June 30, |        | June 30,
|                                                                                                                    |  | 2003             |        | 2002               |  | 2003     |        | 2002    
|                                                                                                                    |  |                  |        |                    |  |          |        |         
|Net Income Available to Common Unitholders  as reported                                                            |  | $                | 51,701 |                    |  | $        | 56,251 |          |  | $ | 21,588 |   |  | $ | 28,736 |  
|Add: Stock-Based Employee Compensation Expense Included in
Net Income Available to Common Unitholders  as reported |  |                  | 54     |                    |  |          | 118    |          |  |   |       |   |  |   | 59     |  
|Less: Total Stock-Based Employee Compensation Expense
Determined Under the Fair Value Method                        |  |                  | (799   | )                  |  |          | (605   | )        |  |   | (387   | ) |  |   | (289   | )
|                                                                                                                    |  |                  |        |                    |  |          |        |          |  |   |        |   |  |   |        |  
|Net Income Available to Common Unitholders  pro forma                                                              |  | $                | 50,956 |                    |  | $        | 55,764 |          |  | $ | 21,201 |   |  | $ | 28,506 |  
|                                                                                                                    |  |                  |        |                    |  |          |        |          |  |   |        |   |  |   |        |  
|Net Income Available to Common Unitholders
per Share  as reported  Basic                                          |  | $                | 1.13   |                    |  | $        | 1.22   |          |  | $ | 0.47   |   |  | $ | 0.62   |  
|Net Income Available to Common Unitholders
per Share  pro forma  Basic                                            |  | $                | 1.11   |                    |  | $        | 1.21   |          |  | $ | 0.46   |   |  | $ | 0.62   |  
|Net Income Available to Common Unitholders
per Share  as reported  Diluted                                        |  | $                | 1.13   |                    |  | $        | 1.21   |          |  | $ | 0.47   |   |  | $ | 0.61   |  
|Net Income Available to Common Unitholders
per Share  pro forma  Diluted                                          |  | $                | 1.11   |                    |  | $        | 1.20   |          |  | $ | 0.46   |   |  | $ | 0.61   |  

Discontinued Operations:

On January 1, 2002, the Consolidated Operating Partnership adopted the
FASBs Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long Lived Assets (FAS 144). FAS 144 addresses
financial accounting and reporting for the disposal of long lived assets. FAS
144 requires that the results of operations and gains or losses on the sale of
properties sold subsequent to December 31, 2001 as well as the results of
operations from properties that are classified as held for sale at June 30,
2003 be presented in discontinued operations if both of the following criteria
are met: (a) the operations and cash flows of the property have been (or will
be) eliminated from the ongoing operations of the Consolidated Operating
Partnership as a result of the disposal transaction and (b) the Consolidated
Operating Partnership will not have any significant continuing involvement in
the operations of the property after the disposal transaction. FAS 144 also
requires prior period results of operations for these properties to be restated
and presented in discontinued operations in prior consolidated statements of
operations.

Recent Accounting Pronouncements:

In January 2003, the FASB issued Financial Accounting Standards
Interpretation No. 46, Consolidation of Variable Interest Entities  an
interpretation of ARB No. 51 (FIN 46). FIN 46 addresses consolidation by
business enterprises of special purpose entities (SPEs) to which the usual
condition for consolidation described in Accounting Research Bulletin No. 51
does not apply because the SPEs have no voting interests or otherwise are not
subject to control through ownership of voting interests. For Variable
Interest Entities created before February 1, 2003, the provisions of FIN 46 are
effective no later than the beginning of the first interim or annual reporting
period that starts after June 15, 2003. For Variable Interest Entities created
after January 31, 2003, the provisions of FIN 46 are effective immediately.
The Consolidated Operating Partnership  is currently assessing its joint venture arrangements to determine
if the adoption of FIN 46 will require the Consolidated Operating Partnership  to consolidate the assets,
liabilities and results of operations of any of its joint ventures.

8



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|2. |  | Summary of Significant Accounting Policies, continued
|-- |  | -----------------------------------------------------

In April 2003, the FASB issued Statement of Financial Accounting Standards
No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities (FAS 149). This statement amends and clarifies financial
accounting and reporting for derivative instruments and for hedging activities
under FAS 133, Accounting for Derivative Instruments and Hedging Activities.
This statement is effective for certain contracts entered into or modified
after June 30, 2003 and for certain hedging relationships designated after June
30, 2003. FAS 149 does not have a material effect on the Consolidated Operating Partnerships consolidated
financial position, liquidity, and results of operations.

In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity (FAS 150). This statement establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. This statement is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective August 1, 2003 for the Consolidated Operating Partnership. The Consolidated Operating Partnership does not
expect this statement to have an impact on the Consolidated Operating Partnerships consolidated financial
position, liquidity, and results of operations.

In July 2003, the Securities and Exchange Commission (the SEC) issued a clarification on Emerging Issues
Task Force (EITF) Abstract, Topic No. D 42, The Effect on the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock (EITF 42). This clarification of EITF 42, states for the purpose of calculating the excess of (1) fair value of the consideration transferred to the holders
of the preferred stock over (2) the carrying amount of the preferred stock in the balance sheet, the carrying amount of the preferred stock should be
reduced by the issuance costs of the preferred stock. This clarification is effective in the first fiscal period ending September
15, 2003 and requires prior periods presented to be restated. Pursuant to EITF 42, the Consolidated Operating Partnership expects to restate net income available to unitholders and net income available to unitholders per unit for the six months ended June
30, 2002 and for the year ended December 31, 2002 by reducing net income available to unitholders for the issuance costs related to the redemption of the Consolidated
Operating Partnerships 8.75%, $.01 par value, Series B Cumulative Preferred Units (the Series B Preferred Units) on May 14, 2002. Net income available to unitholders and net income
available to unitholders per unit will be restated as follows:

|             |                                                  |  |                  |        |   |              |   |         |  
|------------ | ------------------------------------------------ |  | ---------------- | ------ | - | ------------ | - | ------- | -
|             |                                                  |  | Six Months Ended |        |   | Year Ended   |  
|             |                                                  |  | June 30,         |        |   | December 31, |  
|             |                                                  |  | 2002             |        |   | 2002         |  
|             |                                                  |  |                  |        |   |              |  
|             | Net Income Available to Unitholders              |  |                  |        |   |              |   |         |  
|             | - For Basic and Diluted EPU, as reported         |  | $                | 56,251 |   |              | $ | 112,986 |  
|             |                                                  |  |                  |        |   |             
|             | Redemption of Series B Preferred Units           |  |                  | (3,707 | ) |              |   | (3,707  | )
|             |                                                  |  |                  |        |   |             
|             | Net Income Available to Unitholders              |  |                  |        |   |              |   |         |  
|             | - For Basic and Diluted EPU, as restated         |  | $                | 52,544 |   |              | $ | 109,279 |  
|             |                                                  |  |                  |        |   |             
|Basic EPU:   |                                                  |  |                  |        |   |              |   |        
|             | Net Income Available to Unitholders, as reported |  | $                | 1.22   |   |              | $ | 2.45    |  
|             |                                                  |  |                  |        |   |             
|             | Net Income Available to Unitholders, as restated |  | $                | 1.14   |   |              | $ | 2.37    |  
|             |                                                  |  |                  |        |   |             
|Diluted EPU: |                                                  |  |                  |        |   |              |   |        
|             | Net Income Available to Unitholders, as reported |  | $                | 1.21   |   |              | $ | 2.44    |  
|             |                                                  |  |                  |        |   |             
|             | Net Income Available to Unitholders, as restated |  | $                | 1.13   |   |              | $ | 2.36    |  
|             |                                                  |  |                  |        |   |             

Reclassifications:

On January 1, 2003, the Consolidated Operating Partnership adopted the FASBs
Statement of Financial Accounting Standard No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections (FAS 145). FAS 145 rescinds FAS 4, FAS 44 and FAS 64
and amends FAS 13 to modify the accounting for sales-leaseback transactions.
FAS 4 required the classification of gains and losses resulting from
extinguishment of debt to be classified as extraordinary items. Pursuant to
the adoption of FAS 145, the Consolidated Operating Partnership reclassified
amounts shown as extraordinary for the six and three months ended June 30, 2002
to continuing operations.

9



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|3. |  | Investments in and Advances to Other Real Estate Partnerships
|-- |  | -------------------------------------------------------------

The investments in and advances to Other Real Estate Partnerships reflects
the Operating Partnerships limited partnership equity interests in the
entities referred to in Note 1 to these financial statements.

Summarized condensed financial information as derived from the financial
statements of the Other Real Estate Partnerships is presented below:

Condensed Combined Balance Sheets:

|             |                                |                                         |                                   |         |         |               |   |                   |         |  |  | 
|------------ | ------------------------------ | --------------------------------------- | --------------------------------- | ------- | ------- | ------------- | - | ----------------- | ------- |  |  | 
|             |                                |                                         |                                   |         |         | June 30, 2003 |   | December 31, 2002
|             |                                |                                         |                                   |         |         |               |   |                  
|             |                                |                                         |                                   | ASSETS  |         |               |   |                   |         |  |  | 
|Assets:      |                                |                                         |                                   |         |         |               |   |                  
|             | Investment in Real Estate, Net |                                         | $                                 | 339,085 |         |               | $ | 332,552           |        
|             | Other Assets, Net              |                                         |                                   | 47,151  |         |               |   | 102,784           |        
|             |                                |                                         |                                   |         |         |               |   |                  
|             |                                | Total Assets                            |                                   | $       | 386,236 |               |   | $                 | 435,336 | 
|             |                                |                                         |                                   |         |         |               |   |                  
|             |                                |                                         | LIABILITIES AND PARTNERS CAPITAL |         |         |               |   |                   |         |  | 
|Liabilities: |                                |                                         |                                   |         |         |               |   |                  
|             | Mortgage Loans Payable         |                                         | $                                 | 2,565   |         |               | $ | 40,080            |        
|             | Other Liabilities              |                                         |                                   | 17,252  |         |               |   | 14,126            |        
|             |                                |                                         |                                   |         |         |               |   |                  
|             |                                | Total Liabilities                       |                                   |         | 19,817  |               |   |                   | 54,206  | 
|             |                                |                                         |                                   |         |         |               |   |                  
|             | Partners Capital              |                                         |                                   | 366,419 |         |               |   | 381,130           |        
|             |                                |                                         |                                   |         |         |               |   |                  
|             |                                | Total Liabilities and Partners Capital |                                   | $       | 386,236 |               |   | $                 | 435,336 | 
|             |                                |                                         |                                   |         |         |               |   |                  

Condensed Combined Statements of Operations:

|                                                                                                                                                                                                                                                  |  |                  |        |                    |  |          |        |          |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | ------------------ |  | -------- | ------ | -------- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                                                                                                                                                  |  | Six Months Ended |        | Three Months Ended
|                                                                                                                                                                                                                                                  |  |                  |        |                   
|                                                                                                                                                                                                                                                  |  | June 30,         |        | June 30,           |  | June 30, |        | June 30,
|                                                                                                                                                                                                                                                  |  | 2003             |        | 2002               |  | 2003     |        | 2002    
|                                                                                                                                                                                                                                                  |  |                  |        |                    |  |          |        |         
|Total Revenues                                                                                                                                                                                                                                    |  | $                | 37,185 |                    |  | $        | 25,439 |          |  | $ | 13,100 |   |  | $ | 13,293 |  
|Property Expenses                                                                                                                                                                                                                                 |  |                  | (8,514 | )                  |  |          | (7,074 | )        |  |   | (4,148 | ) |  |   | (3,682 | )
|Loss From Early Retirement of Debt                                                                                                                                                                                                                |  |                  | (1,466 | )                  |  |          |       |          |  |   |       |   |  |   |       |  
|Interest Expense                                                                                                                                                                                                                                  |  |                  | (167   | )                  |  |          | (1,469 | )        |  |   | (46    | ) |  |   | (737   | )
|Amortization of Deferred Financing Costs                                                                                                                                                                                                          |  |                  | (1     | )                  |  |          | (34    | )        |  |   |       |   |  |   | (17    | )
|Depreciation and Other Amortization                                                                                                                                                                                                               |  |                  | (5,658 | )                  |  |          | (5,154 | )        |  |   | (2,882 | ) |  |   | (2,598 | )
|Gain on Sale of Real Estate                                                                                                                                                                                                                       |  |                  | 3,929  |                    |  |          | 350    |          |  |   | 1,958  |   |  |   | 350    |  
|Income from Discontinued Operations (Including Gain on Sale of
Real Estate of $65 and $18,657 for the Six Months Ended June
30, 2003 and 2002, respectively, and $65 and $10,052 for the
Three Months Ended June 30, 2003 and 2002, respectively) |  |                  | 116    |                    |  |          | 21,313 |          |  |   | 137    |   |  |   | 11,225 |  
|                                                                                                                                                                                                                                                  |  |                  |        |                    |  |          |        |          |  |   |        |   |  |   |        |  
|Net Income                                                                                                                                                                                                                                        |  | $                | 25,424 |                    |  | $        | 33,371 |          |  | $ | 8,119  |   |  | $ | 17,834 |  
|                                                                                                                                                                                                                                                  |  |                  |        |                    |  |          |        |          |  |   |        |   |  |   |        |  

10



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FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|4. |  | Investments in Joint Ventures
|-- |  | -----------------------------

During the six months ended June 30, 2003, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, recognized, in the aggregate,
approximately $302 in asset management fees from the September 1998 Joint
Venture and the September 1999 Joint Venture, collectively, and approximately
$531 in property management fees from the September 1998 Joint Venture, the
September 1999 Joint Venture and the December 2001 Joint Venture, collectively.
During the six months ended June 30, 2002, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, recognized, in the aggregate,
approximately $454 in asset management fees from the September 1998 Joint
Venture and the September 1999 Joint Venture, collectively, and approximately
$556 in property management fees from the September 1998 Joint Venture, the
September 1999 Joint Venture and the December 2001 Joint Venture, collectively.
During the six months ended June 30, 2003 and 2002, the Consolidated Operating
Partnership, through a wholly-owned limited liability company in which the
Operating Partnership is the sole member, invested approximately $1,742 and
$3,104, respectively, in the December 2001 Joint Venture. During the six
months ended June 30, 2003, the Consolidated Operating Partnership, through
wholly-owned limited liability companies in which the Operating Partnership is
the sole member, received distributions of approximately $1,890 from the
September 1998 Joint Venture, the September 1999 Joint Venture and the
December 2001 Joint Venture, collectively. During the six months ended June 30,
2002, the Consolidated Operating Partnership, through wholly-owned limited
liability companies in which the Operating Partnership is the sole member,
received distributions of approximately $755 from the September 1998 Joint
Venture, the September 1999 Joint Venture and the December 2001 Joint Venture,
collectively. As of June 30, 2003, the September 1998 Joint Venture owned 46
industrial properties comprising approximately 2.1 million square feet of GLA,
the September 1999 Joint Venture owned one industrial property comprising
approximately .1 million square feet of GLA and the December 2001 Joint Venture
owned 28 industrial properties comprising approximately 4.9 million square feet
of GLA. Twenty-three of the 28 properties purchased by the December 2001 Joint
Venture were purchased from the Consolidated Operating Partnership. The
Consolidated Operating Partnership deferred 15% of the gain resulting from
these sales, which is equal to the Consolidated Operating Partnerships
economic interest in the December 2001 Joint Venture.



|5. |  | Mortgage Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured Line of Credit
|-- |  | ------------------------------------------------------------------------------------

Mortgage Loans Payable, Net:

On May 1, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of
$14,157 (the Acquisition Mortgage Loan X). The Acquisition Mortgage Loan X
is collateralized by one property in Hagerstown, Maryland, bears interest at a
fixed rate of 8.25% and provides for monthly principal and interest payments
based on a 30-year amortization schedule. The Acquisition Mortgage Loan X
matures on December 1, 2010. In conjunction with the assumption of the
Acquisition Mortgage Loan X, the Consolidated Operating Partnership recorded a
premium in the amount of $2,927 which will be amortized over the remaining life
of the Acquisition Mortgage Loan X as an adjustment to interest expense.

11



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|5. |  | Mortgage Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured Line of Credit, continued
|-- |  | -----------------------------------------------------------------------------------------------

The following table discloses information about the Consolidated
Operating Partnerships outstanding interest rate swap agreements (the
Interest Rate Swap Agreements) at June 30, 2003.

|                |  |                   |  |                   |  |            |        |   |  |  |  | 
|--------------- |  | ----------------- |  | ----------------- |  | ---------- | ------ | - |  |  |  | 
|Notional Amount |  | Effective Date    |  | Maturity Date     |  | LIBOR Rate
|                |  |                   |  |                   |  |           
|$25,000         |  | October 5, 2001   |  | July 5, 2003      |  |            | 3.0775 | %
|$25,000         |  | September 5, 2002 |  | September 5, 2003 |  |            | 1.8840 | %

The following table discloses certain information regarding the
Consolidated Operating Partnerships mortgage loans payable, senior unsecured
debt and unsecured line of credit:

|                               |  |                        |           |                             |  |                  |           |              |  |          |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|------------------------------ |  | ---------------------- | --------- | --------------------------- |  | ---------------- | --------- | ------------ |  | -------- | ------ | -------- |  | - | ------ |  |  |  | ----- | - |  |  | -------- | ---
|                               |  | Outstanding Balance at |           | Accrued Interest Payable at |  | Interest Rate at |           |              |  |         
|                               |  |                        |           |                             |  |                  |           |              |  |         
|                               |  | June 30,               |           | December 31,                |  | June 30,         |           | December 31, |  | June 30, |        | Maturity
|                               |  | 2003                   |           | 2002                        |  | 2003             |           | 2002         |  | 2003     |        | Date    
|                               |  |                        |           |                             |  |                  |           |              |  |          |        |         
|Mortgage
Loans Payable, Net    |  |                        |           |                             |  |                  |           |              |  |          |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Assumed Loans                  |  | $                      | 5,735     |                             |  | $                | 6,015     |              |  | $        |       |          |  | $ |       |  |  |  | 9.250 | % |  |  | 01/01/13 |    
|Acquisition Mortgage Loan IV   |  |                        | 2,173     |                             |  |                  | 2,215     |              |  |          | 16     |          |  |   | 17     |  |  |  | 8.950 | % |  |  | 10/01/06 |    
|Acquisition Mortgage Loan VIII |  |                        | 5,669     |                             |  |                  | 5,733     |              |  |          | 39     |          |  |   | 39     |  |  |  | 8.260 | % |  |  | 12/01/19 |    
|Acquisition Mortgage Loan IX   |  |                        | 5,880     |                             |  |                  | 5,946     |              |  |          | 41     |          |  |   | 41     |  |  |  | 8.260 | % |  |  | 12/01/19 |    
|Acquisition Mortgage Loan X    |  |                        | 17,002    | (1)                         |  |                  |          |              |  |          | 97     |          |  |   |       |  |  |  | 8.250 | % |  |  | 12/01/10 |    
|                               |  |                        |           |                             |  |                  |           |              |  |          |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Total                          |  | $                      | 36,459    |                             |  | $                | 19,909    |              |  | $        | 193    |          |  | $ | 97     |  |  |  |       |   |  |  |          |    
|                               |  |                        |           |                             |  |                  |           |              |  |          |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Senior
Unsecured Debt, Net     |  |                        |           |                             |  |                  |           |              |  |          |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|2005 Notes                     |  | $                      | 50,000    |                             |  | $                | 50,000    |              |  | $        | 383    |          |  | $ | 383    |  |  |  | 6.900 | % |  |  | 11/21/05 |    
|2006 Notes                     |  |                        | 150,000   |                             |  |                  | 150,000   |              |  |          | 875    |          |  |   | 875    |  |  |  | 7.000 | % |  |  | 12/01/06 |    
|2007 Notes                     |  |                        | 149,980   | (2)                         |  |                  | 149,977   | (2)          |  |          | 1,457  |          |  |   | 1,457  |  |  |  | 7.600 | % |  |  | 05/15/07 |    
|2011 PATS                      |  |                        | 99,633    | (2)                         |  |                  | 99,610    | (2)          |  |          | 942    |          |  |   | 942    |  |  |  | 7.375 | % |  |  | 05/15/11 | (3)
|2017 Notes                     |  |                        | 99,862    | (2)                         |  |                  | 99,857    | (2)          |  |          | 625    |          |  |   | 625    |  |  |  | 7.500 | % |  |  | 12/01/17 |    
|2027 Notes                     |  |                        | 15,052    | (2)                         |  |                  | 15,052    | (2)          |  |          | 138    |          |  |   | 138    |  |  |  | 7.150 | % |  |  | 05/15/27 |    
|2028 Notes                     |  |                        | 199,803   | (2)                         |  |                  | 199,799   | (2)          |  |          | 7,009  |          |  |   | 7,009  |  |  |  | 7.600 | % |  |  | 07/15/28 |    
|2011 Notes                     |  |                        | 199,532   | (2)                         |  |                  | 199,502   | (2)          |  |          | 4,343  |          |  |   | 4,343  |  |  |  | 7.375 | % |  |  | 03/15/11 |    
|2012 Notes                     |  |                        | 198,787   | (2)                         |  |                  | 198,717   | (2)          |  |          | 2,903  |          |  |   | 2,903  |  |  |  | 6.875 | % |  |  | 04/15/12 |    
|2032 Notes                     |  |                        | 49,357    | (2)                         |  |                  | 49,346    | (2)          |  |          | 818    |          |  |   | 818    |  |  |  | 7.750 | % |  |  | 04/15/32 |    
|                               |  |                        |           |                             |  |                  |           |              |  |          |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Total                          |  | $                      | 1,212,006 |                             |  | $                | 1,211,860 |              |  | $        | 19,493 |          |  | $ | 19,493 |  |  |  |       |   |  |  |          |    
|                               |  |                        |           |                             |  |                  |           |              |  |          |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|Unsecured
Line of Credit       |  |                        |           |                             |  |                  |           |              |  |          |        |          |  |   |        |  |  |  |       |   |  |  |          |    
|2002 Unsecured Line of Credit  |  | $                      | 202,600   |                             |  | $                | 170,300   |              |  | $        | 376    |          |  | $ | 415    |  |  |  | 2.345 | % |  |  | 09/30/05 |    
|                               |  |                        |           |                             |  |                  |           |              |  |          |        |          |  |   |        |  |  |  |       |   |  |  |          |    



---

|(1) |  | At June 30, 2003, the Acquisition Mortgage Loan X includes an unamortized premium of $2,864.                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | At June 30, 2003, the 2007 Notes, 2011 PATS, 2017 Notes, 2027 Notes,
2028 Notes, 2011 Notes, 2012 Notes and the 2032 Notes are net of
unamortized discounts of $20, $367, $138, $18, $197, $468, $1,213 and
$643, respectively. At December 31, 2002, the 2007 Notes, 2011 PATS,
2017 Notes, 2027 Notes, 2028 Notes, 2011 Notes, 2012 Notes and the
2032 Notes are net of unamortized discounts of $23, $390, $143, $18,
$201, $498, $1,283 and $654, respectively.
|   
|(3) |  | The 2011 PATS are redeemable at the option of the holder thereof, on May 15, 2004.                                                                                                                                                                                                                                                                                                                                                                                 

The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans, senior unsecured debt and unsecured
line of credit, exclusive of premiums and discounts, for the next five years
ending December 31, and thereafter:

|                  |  |        |           | 
|----------------- |  | ------ | --------- | 
|                  |  | Amount
|                  |  |       
|Remainder of 2003 |  | $      | 536       | 
|2004              |  |        | 1,131     | 
|2005              |  |        | 253,840   | 
|2006              |  |        | 153,170   | 
|2007              |  |        | 151,357   | 
|Thereafter        |  |        | 891,231   | 
|                  |  |        |           | 
|Total             |  | $      | 1,451,265 | 
|                  |  |        |           | 

12



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##### Table of Contents



FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|5. |  | Mortgage Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured Line of Credit, continued
|-- |  | -----------------------------------------------------------------------------------------------

Other Comprehensive Income:

In conjunction with the prior issuances of senior unsecured debt, the
Consolidated Operating Partnership, through the Operating Partnership, entered
into interest rate protection agreements to fix the interest rate on
anticipated offerings of senior unsecured debt (the Interest Rate Protection
Agreements). In the next 12 months, the Consolidated Operating Partnership
will amortize approximately $212 into net income as an increase to interest
expense.

The following is a roll forward of the accumulated other comprehensive
loss balance relating to the Consolidated Operating Partnerships derivative
transactions:

|                             |                                                     |   |         |     | 
|---------------------------- | --------------------------------------------------- | - | ------- | --- | 
|Balance at December 31, 2002 |                                                     | $ | (10,559 | )  
|                             | Mark-to-Market of Interest Rate Swap Agreements     |   |         | 311 | 
|                             | Amortization of Interest Rate Protection Agreements |   |         | 96  | 
|                             |                                                     |   |         |    
|Balance at June 30, 2003     |                                                     | $ | (10,152 | )  
|                             |                                                     |   |         |    



|6. |  | Partners Capital
|-- |  | -----------------

The Operating Partnership has issued general partnership units, limited
partnership units (together, the Units) and preferred general partnership
units. The general partnership units resulted from capital contributions from
the Company. The limited partnership units are issued in conjunction with the
acquisition of certain properties. Subject to lock-up periods and certain
adjustments, limited partnership units are convertible into common stock, par
value $.01, of the Company on a one-for-one basis or cash at the option of the
Company. The preferred general partnership units resulted from preferred
capital contributions from the Company. The Operating Partnership will be
required to make all required distributions on the preferred general
partnership units prior to any distribution of cash or assets to the holders of
the general and limited partnership units except for distributions required to
enable the Company to maintain its qualification as a REIT.

Unit Contributions:

During the six months ended June 30, 2003, the Company awarded 692,888
shares of restricted common stock to certain employees and 2,129 shares of
restricted common stock to certain Directors. The Operating Partnership issued
Units to the Company in the same amount. These shares of restricted common
stock had a fair value of approximately $20,335 on the date of grant. The
restricted common stock vests over periods from one to ten years. Compensation
expense will be charged to earnings over the respective vesting period.

During the six months ended June 30, 2003, certain employees exercised
122,676 non-qualified employee stock options. Net proceeds to the Company were
approximately $3,000. The Consolidated Operating Partnership, through the
Operating Partnership, issued Units to the Company in the same amount.

13



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\

FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|6. |  | Partners Capital, continued
|-- |  | ----------------------------

Distributions:

On January 27, 2003, the Operating Partnership paid a fourth quarter 2002
distribution of $.6850 per Unit, totaling approximately $31,106. On April 21,
2003, the Operating Partnership paid a first quarter 2003 distribution of
$.6850 per Unit, totaling approximately $31,543.

On March 31, 2003 and June 30, 2003, the Operating Partnership paid first
and second quarter 2003 distributions of $53.906 per Unit on its 8 5/8% Series
C Cumulative Preferred Units (the Series C Preferred Units), $49.688 per Unit
on its 7.95% Series D Cumulative Preferred Units (the Series D Preferred
Units) and $49.375 per Unit on its 7.90% Series E Cumulative Preferred Units
(the Series E Preferred Units). The preferred unit distributions paid on
March 31, 2003 and June 30, 2003 totaled, in the aggregate, approximately
$5,044, respectively.

Purchase of Units:

During the six months ended June 30, 2003, the Company repurchased 37,300
shares of its common stock at a weighted average price per share of
approximately $26.73. The Operating Partnership purchased general partner
Units from the Company in the same amount.



|7. |  | Acquisition and Development of Real Estate
|-- |  | ------------------------------------------

During the six months ended June 30, 2003, the Consolidated Operating
Partnership acquired 27 industrial properties comprising approximately 3.8
million square feet of GLA and several land parcels. The purchase price
of these acquisitions totaled approximately $132,654, excluding costs incurred
in conjunction with the acquisition of the industrial properties and land
parcels. The Consolidated Operating Partnership also completed the development
of three industrial properties comprising approximately .5 million square feet
of GLA at an estimated cost of approximately $21.3 million.



|8. |  | Sale of Real Estate, Real Estate Held for Sale and Discontinued Operations
|-- |  | --------------------------------------------------------------------------

During the six months ended June 30, 2003, the Consolidated Operating
Partnership sold 43 industrial properties comprising approximately 2.3 million
square feet of GLA and several land parcels. Three of the 43 sold industrial
properties comprising approximately .4 million square feet of GLA were sold to
the December 2001 Joint Venture. Gross proceeds from the sales of the 43
industrial properties and several land parcels were approximately $132,112. The
gain on sale of real estate was approximately $35,473. Forty of the 43 sold
industrial properties meet the criteria established by FAS 144 to be included
in discontinued operations. Therefore, in accordance with FAS 144, the results
of operations and gain on sale of real estate for the 40 sold industrial
properties that meet the criteria established by FAS 144 are included in
discontinued operations. The results of operations and gain on sale of real
estate for the three industrial properties and several land parcels that do not
meet the criteria established by FAS 144 are included in continuing operations.

At June 30, 2003, the Consolidated Operating Partnership had five
industrial properties comprising approximately .4 million square feet of GLA
held for sale. In accordance with FAS 144, the results of operations of the
five industrial properties held for sale at June 30, 2003 are included in
discontinued operations. There can be no assurance that such industrial
properties held for sale will be sold.

14



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FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|8. |  | Sale of Real Estate, Real Estate Held for Sale and Discontinued Operations, continued
|-- |  | -------------------------------------------------------------------------------------

Income from discontinued operations for the six months ended June 30, 2003
reflects the results of operations and gain on sale of real estate of 40
industrial properties that were sold during the six months ended June 30, 2003
as well as the results of operations of five industrial properties held for
sale at June 30, 2003. Income from discontinued operations for the six months
ended June 30, 2002 reflects the results of operations of 40 industrial
properties that were sold during the six months ended June 30, 2003, 69
industrial properties that were sold during the twelve months ended December
31, 2002 and five industrial properties identified as held for sale at June 30,
2003, as well as the gain on sale of real estate from 25 industrial properties
which were sold during the six months ended June 30, 2002.

The following table discloses certain information regarding the industrial
properties included in discontinued operations by the Consolidated Operating
Partnership, for the six and three months ended June 30, 2003 and 2002.

|                                    |  |                           |        |                             |  |      |        |      |  |   |        |   |  |   |        |  
|----------------------------------- |  | ------------------------- | ------ | --------------------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                    |  | Six Months Ended June 30, |        | Three Months Ended June 30,
|                                    |  |                           |        |                            
|                                    |  | 2003                      |        | 2002                        |  | 2003 |        | 2002
|                                    |  |                           |        |                             |  |      |        |     
|Total Revenues                      |  | $                         | 3,924  |                             |  | $    | 16,991 |      |  | $ | 953    |   |  | $ | 7,651  |  
|Operating Expenses                  |  |                           | (1,557 | )                           |  |      | (5,419 | )    |  |   | (416   | ) |  |   | (2,581 | )
|Depreciation and Amortization       |  |                           | (839   | )                           |  |      | (3,357 | )    |  |   | (248   | ) |  |   | (1,515 | )
|Gain on Sale of Real Estate         |  |                           | 32,784 |                             |  |      | 6,654  |      |  |   | 16,309 |   |  |   | 4,930  |  
|                                    |  |                           |        |                             |  |      |        |      |  |   |        |   |  |   |        |  
|Income from Discontinued Operations |  | $                         | 34,312 |                             |  | $    | 14,869 |      |  | $ | 16,598 |   |  | $ | 8,485  |  
|                                    |  |                           |        |                             |  |      |        |      |  |   |        |   |  |   |        |  

15



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FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|9. |  | Supplemental Information to Statement of Cash Flows
|-- |  | ---------------------------------------------------

Supplemental disclosure of cash flow information:

|                                                                                                 |                                            |   |                  |         |          |   |   |         |  
|------------------------------------------------------------------------------------------------ | ------------------------------------------ | - | ---------------- | ------- | -------- | - | - | ------- | -
|                                                                                                 |                                            |   | Six Months Ended
|                                                                                                 |                                            |   |                 
|                                                                                                 |                                            |   | June 30,         |         | June 30,
|                                                                                                 |                                            |   | 2003             |         | 2002    
|                                                                                                 |                                            |   |                  |         |         
|                                                                                                 | Interest paid, net of capitalized interest |   | $                | 47,568  |          |   | $ | 38,369  |  
|                                                                                                 |                                            |   |                  |         |          |   |   |        
|                                                                                                 | Interest capitalized                       |   | $                | 366     |          |   | $ | 5,204   |  
|                                                                                                 |                                            |   |                  |         |          |   |   |        
|Supplemental schedule of non-cash investing and financing activities:                            |                                            |   |                  |         |          |   |   |        
|                                                                                                 | Distribution payable on units              |   | $                | 31,607  |          |   | $ | 31,607  |  
|                                                                                                 |                                            |   |                  |         |          |   |   |        
|                                                                                                 | Distribution payable on preferred units    |   | $                |        |          |   | $ | 5,044   |  
|                                                                                                 |                                            |   |                  |         |          |   |   |        
|                                                                                                 | Issuance of Units in exchange for property |   | $                |        |          |   | $ | 633     |  
|                                                                                                 |                                            |   |                  |         |          |   |   |        
|Exchange of limited partnership units for general partnership units:                             |                                            |   |                  |         |          |   |   |        
|                                                                                                 | Limited partnership units                  |   | $                | (1,011  | )        |   | $ | (1,628  | )
|                                                                                                 | General partnership units                  |   |                  | 1,011   |          |   |   | 1,628   |  
|                                                                                                 |                                            |   |                  |         |          |   |   |        
|                                                                                                 |                                            | $ |                 |         |          | $ |  |        
|                                                                                                 |                                            |   |                  |         |          |   |   |        
|In conjunction with the property and land acquisitions, the following
liabilities were assumed:  |                                            |   |                  |         |          |   |   |        
|                                                                                                 | Purchase of real estate                    |   | $                | 132,654 |          |   | $ | 75,404  |  
|                                                                                                 | Deferred purchase price                    |   |                  | (10,425 | )        |   |   |        |  
|                                                                                                 | Accounts payable and accrued expenses      |   |                  | (712    | )        |   |   | (348    | )
|                                                                                                 | Mortgage Debt                              |   |                  | (14,157 | )        |   |   | (11,844 | )
|                                                                                                 |                                            |   |                  |         |          |   |   |        
|                                                                                                 | Acquisition of real estate                 |   | $                | 107,360 |          |   | $ | 63,212  |  
|                                                                                                 |                                            |   |                  |         |          |   |   |        
|In conjunction with certain property sales, the Operating Partnership provided
seller financing: |                                            |   |                  |         |          |   |   |        
|                                                                                                 | Notes Receivable                           |   | $                | 7,139   |          |   | $ | 5,280   |  
|                                                                                                 |                                            |   |                  |         |          |   |   |        

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FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|10. |  | Earnings Per Unit (EPU)
|--- |  | -------------------------

The computation of basic and diluted EPU is presented below:

|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |            |         | 
|------------ | -------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | - | ---------------- | ------ | ------------------ | - | ------------- | ------- | ------------- | - | ---------- | ------- |  | - | ---------- | ------- | 
|             |                                                                                        |                                                                                                                |   | Six Months Ended |        | Three Months Ended
|             |                                                                                        |                                                                                                                |   |                  |        |                   
|             |                                                                                        |                                                                                                                |   | June 30, 2003    |        | June 30, 2002      |   | June 30, 2003 |         | June 30, 2002
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |              
|Numerator:   |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Income from Continuing Operations                                                      |                                                                                                                | $ | 27,477           |        |                    | $ | 54,726        |         |               | $ | 10,035     |         |  | $ | 26,364     |        
|             | Less: Preferred Distributions                                                          |                                                                                                                |   | (10,088          | )      |                    |   | (13,344       | )       |               |   | (5,044     | )       |  |   | (6,113     | )      
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Income from Continuing Operations Available to
Unitholders  For Basic and Diluted EPU |                                                                                                                |   | 17,389           |        |                    |   | 41,382        |         |               |   | 4,991      |         |  |   | 20,251     |        
|             | Discontinued Operations                                                                |                                                                                                                |   | 34,312           |        |                    |   | 14,869        |         |               |   | 16,597     |         |  |   | 8,485      |        
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Net Income Available to Unitholders                                                    |                                                                                                                | $ | 51,701           |        |                    | $ | 56,251        |         |               | $ | 21,588     |         |  | $ | 28,736     |        
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|Denominator: |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Weighted Average Units  Basic                                                         |                                                                                                                |   | 45,771,950       |        |                    |   | 46,148,266    |         |               |   | 46,084,072 |         |  |   | 46,346,174 |        
|             | Effect of Dilutive Securities:                                                         |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |            |        
|             |                                                                                        | Employee and Director Common Stock Options of
the Company that result in the Issuance of General Partner Units |   |                  | 83,990 |                    |   |               | 346,382 |               |   |            | 105,759 |  |   |            | 422,871 | 
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Weighted Average Units Outstanding  Diluted                                           |                                                                                                                |   | 45,855,940       |        |                    |   | 46,494,648    |         |               |   | 46,189,831 |         |  |   | 46,769,045 |        
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|Basic EPU:   |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Income from Continuing Operations Available to
Unitholders                             |                                                                                                                | $ | 0.38             |        |                    | $ | 0.90          |         |               | $ | 0.11       |         |  | $ | 0.44       |        
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Discontinued Operations                                                                |                                                                                                                | $ | 0.75             |        |                    | $ | 0.32          |         |               | $ | 0.36       |         |  | $ | 0.18       |        
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Net Income Available to Unitholders                                                    |                                                                                                                | $ | 1.13             |        |                    | $ | 1.22          |         |               | $ | 0.47       |         |  | $ | 0.62       |        
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|Diluted EPU: |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Income from Continuing Operations Available to
Unitholders                             |                                                                                                                | $ | 0.38             |        |                    | $ | 0.89          |         |               | $ | 0.11       |         |  | $ | 0.43       |        
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Discontinued Operations                                                                |                                                                                                                | $ | 0.75             |        |                    | $ | 0.32          |         |               | $ | 0.36       |         |  | $ | 0.18       |        
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           
|             | Net Income Available to Unitholders                                                    |                                                                                                                | $ | 1.13             |        |                    | $ | 1.21          |         |               | $ | 0.47       |         |  | $ | 0.61       |        
|             |                                                                                        |                                                                                                                |   |                  |        |                    |   |               |         |               |   |            |         |  |   |           

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FIRST INDUSTRIAL, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)



|11. |  | Commitments and Contingencies
|--- |  | -----------------------------

In the normal course of business, the Consolidated Operating Partnership
is involved in legal actions arising from the ownership of its properties. In
managements opinion, the liabilities, if any, that may ultimately result from
such legal actions are not expected to have a materially adverse effect on the
consolidated financial position, operations or liquidity of the Consolidated
Operating Partnership.

The Consolidated Operating Partnership has committed to the construction
of 29 development projects totaling approximately 2.6 million square feet of
GLA for an estimated investment of approximately $151.5 million. Of this
amount, approximately $24.2 million remains to be funded. These developments
are expected to be funded with proceeds from the sale of select properties,
cash flows from operations and borrowings under the Consolidated Operating
Partnerships 2002 Unsecured Line of Credit. The Consolidated Operating
Partnership expects to place in service all of the development projects during
the next twelve months. There can be no assurance that the Consolidated
Operating Partnership will place these projects in service during the next
twelve months or that the actual completion cost will not exceed the estimated
completion cost stated above.



|12. |  | Subsequent Events
|--- |  | -----------------

From July 1, 2003 to August 1, 2003, the Consolidated Operating
Partnership acquired seven industrial properties for an aggregate purchase
price of approximately $17,846, excluding costs incurred in conjunction with
the acquisition of these industrial properties. The Consolidated Operating
Partnership also sold two industrial properties for approximately $2,834 of
gross proceeds.

On July 21, 2003, the Operating Partnership paid a second quarter 2003
distribution of $.6850 per Unit, totaling approximately $31,607.

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FIRST INDUSTRIAL, L.P.
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations

The following discussion and analysis of First Industrial, L.P.s (the
Operating Partnership) financial condition and results of operations should
be read in conjunction with the financial statements and notes thereto
appearing elsewhere in this Form 10-Q.

This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended (the Exchange Act). The
Operating Partnership intends such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of complying with these safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of the Operating Partnership, are
generally identifiable by use of the words believe, expect, intend,
anticipate, estimate, project or similar expressions. The Operating
Partnerships ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a material
adverse affect on the operations and future prospects of the Operating
Partnership on a consolidated basis include, but are not limited to, changes
in: economic conditions generally and the real estate market specifically,
legislative/regulatory changes (including changes to laws governing the
taxation of real estate investment trusts), availability of financing, interest
rate levels, competition, supply and demand for industrial properties in the
Operating Partnerships current and proposed market areas, potential
environmental liabilities, slippage in development or lease-up schedules,
tenant credit risks, higher-than-expected costs and changes in general
accounting principles, policies and guidelines applicable to real estate
investment trusts. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be placed
on such statements. Further information concerning the Operating Partnership
and its business, including additional factors that could materially affect the
Operating Partnerships financial results, is included herein and in the
Operating Partnerships other filings with the Securities and Exchange
Commission.

The Operating Partnership was organized as a limited partnership in the
state of Delaware on November 23, 1993. The sole general partner of the
Operating Partnership is First Industrial Realty Trust, Inc. (the Company)
with an approximate 85.3% ownership interest at June 30, 2003. The limited
partners of the Operating Partnership own, in the aggregate, approximately a
14.7% interest in the Operating Partnership at June 30, 2003. The Company also
owns a preferred general partnership interest in the Operating Partnership with
an aggregate liquidation priority of $250 million. The Company is a real
estate investment trust (REIT) as defined in the Internal Revenue Code. The
Companys operations are conducted primarily through the Operating Partnership.

The Operating Partnership is the sole member of several limited liability
companies (the L.L.C.s) and the sole shareholder of First Industrial
Development Services, Inc. and holds at least a 99% limited partnership
interest in each of eight limited partnerships (together, the Other Real
Estate Partnerships). The Operating Partnership, through separate wholly-owned
limited liability companies in which it is the sole member, also owns minority
equity interests in and provides asset and property management services to
three joint ventures which invest in industrial properties (the September 1998
Joint Venture, the September 1999 Joint Venture and the December 2001 Joint
Venture). In May 2003, the Operating Partnership, through separate
wholly-owned limited liability companies in which it is the sole member,
entered into a joint venture arrangement (the May 2003 Joint Venture) with an
institutional investor to invest in industrial properties. As of June 30, 2003, the May 2003 Joint Venture did not own any industrial properties. The financial
statements of the Operating Partnership report the L.L.C.s and First Industrial
Development Services, Inc. (the Consolidated Operating Partnership) on a
consolidated basis. The Other Real Estate Partnerships, the September 1998
Joint Venture, the September 1999 Joint Venture, the December 2001 Joint
Venture and the May 2003 Joint Venture are accounted for under the equity
method of accounting.

The general partners of the Other Real Estate Partnerships are separate
corporations, each with at least a .01% general partnership interest in the
Other Real Estate Partnership for which it acts as a

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general partner. Each general partner of the Other Real Estate Partnerships is
a wholly-owned subsidiary of the Company.

Profits, losses and distributions of the Operating Partnership, the
L.L.C.s and the Other Real Estate Partnerships are allocated to the general
partner and the limited partners, or members, as applicable, in accordance with
the provisions contained within the partnership agreements or operating
agreements, as applicable, of the Operating Partnership, the L.L.C.s and the
Other Real Estate Partnerships.

RESULTS OF OPERATIONS

At June 30, 2003, the Consolidated Operating Partnership owned 777
in-service industrial properties with approximately 50.4 million square feet of
gross leasable area (GLA), compared to 788 in-service industrial properties
with approximately 52.0 million square feet of GLA at June 30, 2002. During
the period between July 1, 2002 and June 30, 2003, the Consolidated Operating
Partnership acquired 81 industrial properties containing approximately 6.0
million square feet of GLA, completed development of 15 industrial properties
totaling approximately 2.8 million square feet of GLA and sold 93 in-service
industrial properties totaling approximately 7.8 million square feet of GLA,
six out of service industrial properties and several land parcels. The
Consolidated Operating Partnership also took 15 industrial properties out of
service that are under redevelopment comprising approximately 2.8 million
square feet of GLA and placed in-service four industrial properties comprising
approximately .4 million square feet of GLA. During the period between July 1,
2002 and June 30, 2003, the Consolidated Operating Partnership contributed two
properties comprising approximately .1 million square feet of GLA to First
Industrial Harrisburg, L.P. and contributed one property comprising
approximately .1 million square feet of GLA to First Industrial Financing, L.P.

Comparison of Six Months Ended June 30, 2003 to Six Months Ended June 30, 2002

Rental income and tenant recoveries and other income increased by
approximately $6.9 million or 5.0% for the six months ended June 30, 2003 as
compared to the six months ended June 30, 2002 due primarily to industrial
properties acquired or developed subsequent to December 31, 2001, partially
offset by a decrease in average occupied GLA for the six months ended June 30,
2003 as compared to the six months ended June 30, 2002. Rental income and
tenant recoveries and other income from in-service industrial properties owned
prior to January 1, 2002 decreased by approximately $5.3 million or 4.2% due
primarily to a decrease in average occupied GLA for the six months ended June
30, 2003 as compared to the six months ended June 30, 2002.

Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $5.8 million or 13.2% for the six months ended June
30, 2003 as compared to the six months ended June 30, 2002. This increase is
due primarily to an increase in same store property expenses as discussed below
and an increase in property expenses due to industrial properties acquired
subsequent to December 31, 2001. Property expenses from in-service industrial
properties owned prior to January 1, 2002 increased by approximately $2.0
million or 5.1% due primarily to an increase in repairs and maintenance
expense, utilities expense and insurance expense, partially offset by a
decrease in real estate tax expense. The increase in repairs and maintenance
is due primarily to an increase in maintenance and related expenses as well as an
increase in snow removal and related expenses in certain of the Consolidated
Operating Partnerships markets. The increase in utilities expense is due to
an increase in gas and electricity expenses. The increase in insurance is due
primarily to an increase in insurance premiums.  The decrease in real
estate tax expense is due to a decrease in real estate taxes in certain of the Consolidated
Operating Partnerships markets.

General and administrative expense increased by approximately $3.8 million
due primarily to an increase in employees and employee compensation.

Interest expense increased by approximately $6.4 million for the six
months ended June 30, 2003 compared to the six months ended June 30, 2002 due
primarily to a higher average debt balance outstanding for the six months ended
June 30, 2003 compared to the six months ended June 30, 2002 as well as a
decrease in capitalized interest due to a decrease in development activities.
The average debt balance outstanding for the six months ended June 30, 2003 and
2002 was approximately $1,444.5 million and $1,352.3 million, respectively.
This was slightly offset by a decrease in the weighted average

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interest rate on the Consolidated Operating Partnerships outstanding debt for
the six months ended June 30, 2003 (6.72%) as compared to the six months ended
June 30, 2002 (6.83%).

Amortization of deferred financing costs remained relatively unchanged.

Depreciation and other amortization increased by approximately $4.0
million due primarily to additional depreciation and amortization recognized
for properties acquired subsequent to December 31, 2001.

The approximate $.9 million loss from early retirement of debt for the six
months ended June 30, 2002 is due to the early retirement of senior unsecured
debt. The loss from early retirement of debt is comprised of the amount paid
above the carrying amount of the senior unsecured debt, the write-off of
unamortized deferred financing fees and legal costs.

Equity in income of Other Real Estate Partnerships decreased by
approximately $7.8 million due primarily to a decrease in gain on sale of real
estate for the six months ended June 30, 2003 as compared to the six months
ended June 30, 2002, partially offset by an approximate $10.7 million lease
termination fee received from a tenant during the six months ended June 30,
2003.

Equity in income of joint ventures decreased by approximately $.1 million
due primarily to the Consolidated Operating Partnership recognizing its
proportionate share of the loss on sale of real estate of one of the
Consolidated Operating Partnerships joint ventures as well as its
proportionate share of the decrease in net income in two of the Consolidated
Operating Partnerships joint ventures due to properties sold subsequent to
December 31, 2001, partially offset by the Consolidated Operating Partnership
recognizing its proportionate share in the increase in net income of one of the
Consolidated Operating Partnerships joint ventures due to properties acquired
subsequent to December 31, 2001.

The $2.7 million gain on sale of real estate for the six months ended June
30, 2003 resulted from the sale of three industrial properties and several land
parcels that do not meet the criteria established by the Financial Accounting
Standards Boards Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of Long Lived Assets (FAS 144)
for inclusion in discontinued operations. Gross proceeds from these sales were
approximately $23.4 million.

The $9.8 million gain on sale of real estate for the six months ended June
30, 2002 resulted from the sale of 15 industrial properties and several land
parcels that do not meet the criteria established by FAS 144 for inclusion in
discontinued operations. Gross proceeds from these sales were approximately
$64.8 million.

Income from discontinued operations of approximately $34.3 million for the
six months ended June 30, 2003 reflects the results of operations and gain on
sale of real estate of 40 industrial properties that were sold during the six
months ended June 30, 2003 as well as the results of operations of five
industrial properties held for sale at June 30, 2003. Gross proceeds from the
sales of the 40 industrial properties were approximately $108.7 million,
resulting in a gain on sale of real estate of approximately $32.8 million.

Income from discontinued operations of approximately $14.9 million for the
six months ended June 30, 2002 reflects the results of operations of 40
industrial properties that were sold during the six months ended June 30, 2003,
69 industrial properties that were sold during the twelve months ended December
31, 2002 and five industrial properties identified as held for sale at June 30,
2003, as well as the gain on sale of real estate from 25 industrial properties
which were sold during the six months ended June 30, 2002. Gross proceeds from
the sales of the 25 industrial properties were approximately $75.4 million,
resulting in a gain on sale of real estate of approximately $6.7 million.

Comparison of Three Months Ended June 30, 2003 to Three Months Ended June 30, 2002

Rental income and tenant recoveries and other income increased by
approximately $3.0 million or 4.3% for the three months ended June 30, 2003 as
compared to the three months ended June 30, 2002 due primarily to industrial
properties acquired or developed subsequent to March 31, 2002, partially offset
by a decrease in average occupied GLA for the three months ended June 30, 2003
as compared to the three months ended June 30, 2002. Rental income and tenant
recoveries and other income from in-service industrial properties owned prior
to April 1, 2002 decreased by approximately $3.3 million or 5.2%

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due primarily to a decrease in average occupied GLA for the three months ended
June 30, 2003 as compared to the three months ended June 30, 2002 as well as a decrease in tenant recoveries due to a decrease in property
expenses (as discussed below) for the three months ended June 30, 2003.

Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $1.2 million or 5.0% for the three months ended June
30, 2003 as compared to the three months ended June 30, 2002. This increase is
due primarily to an increase in property expenses due to industrial properties
acquired subsequent to March 31, 2002, partially offset by a decrease in
property expenses from in-service industrial properties owned prior to April 1,
2002. Property expenses from in-service industrial properties owned prior to
April 1, 2002 decreased by approximately $.8 million or 4.0% due primarily to a
decrease in real estate tax expense, slightly offset by an increase in
insurance expense.

General and administrative expense increased by approximately $2.3 million
due primarily to an increase in employees and employee compensation.

Interest expense increased by approximately $1.7 million for the three
months ended June 30, 2003 compared to the three months ended June 30, 2002 due
primarily to a higher average debt balance outstanding for the three months
ended June 30, 2003 compared to the three months ended June 30, 2002 as well as
a decrease in capitalized interest due to a decrease in development activities.
The average debt balance outstanding for the three months ended June 30, 2003
and 2002 was approximately $1,453.6 million and $1,396.7 million, respectively.
This was slightly offset by a decrease in the weighted average interest rate
on the Consolidated Operating Partnerships outstanding debt for the three
months ended June 30, 2003 (6.66%) as compared to the three months ended June
30, 2002 (6.96%).

Amortization of deferred financing costs remained relatively unchanged.

The approximate $.9 million loss from early retirement of debt for the
three months ended June 30, 2002 is due to the early retirement of senior
unsecured debt. The loss from early retirement of debt is comprised of the
amount paid above the carrying amount of the senior unsecured debt, the
write-off of unamortized deferred financing fees and legal costs.

Depreciation and other amortization increased by approximately $2.2
million due primarily to additional depreciation and amortization recognized
for industrial properties acquired subsequent to March 31, 2002.

Equity in income of Other Real Estate Partnerships decreased by
approximately $9.6 million due primarily to a decrease in gain on sale of real
estate for the six months ended June 30, 2003 as compared to the six months
ended June 30, 2002.

Equity in income of joint ventures decreased by approximately $.1 million
due primarily to the Consolidated Operating Partnership recognizing its
proportionate share of the loss on sale of real estate of one of the
Consolidated Operating Partnerships joint ventures as well as its
proportionate share of the decrease in net income in two of the Consolidated
Operating Partnerships joint ventures due to industrial properties sold
subsequent to March 31, 2002, partially offset by the Consolidated Operating
Partnership recognizing its proportionate share in the increase in net income
of one of the Consolidated Operating Partnerships joint ventures due to
industrial properties acquired subsequent to March 31, 2002.

The $1.4 million gain on sale of real estate for the three months ended
June 30, 2003 resulted from the sale of two industrial properties and several
land parcels that do not meet the criteria established by FAS 144 for inclusion in discontinued operations. Gross proceeds from these
sales were approximately $14.8 million.

The $4.5 million gain on sale of real estate for the three months ended
June 30, 2002 resulted from the sale of 9 industrial properties and several
land parcels that do not meet the criteria established by FAS 144 for inclusion
in discontinued operations. Gross proceeds from these sales were approximately
$24.4 million.

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Income from discontinued operations of approximately $16.6 million for the
three months ended June 30, 2003 reflects the results of operations and gain on
sale of real estate of 20 industrial properties that were sold during the three
months ended June 30, 2003 as well as the results of operations of five
industrial properties held for sale at June 30, 2003. Gross proceeds from the
sales of the 20 industrial properties were approximately $55.2 million,
resulting in a gain on sale of real estate of approximately $16.3 million.

Income from discontinued operations of approximately $8.5 million for the
three months ended June 30, 2002 reflects the results of operations of 20
industrial properties that were sold during the three months ended June 30,
2003, 69 industrial properties that were sold during the twelve months ended
December 31, 2002 and five industrial properties identified as held for sale at
June 30, 2003, as well as the gain on sale of real estate from 14 industrial
properties which were sold during the three months ended June 30, 2002. Gross
proceeds from the sales of the 14 industrial properties were approximately
$48.0 million, resulting in a gain on sale of real estate of approximately $4.9
million.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2003, the Consolidated Operating Partnerships cash and cash
equivalents was approximately $3.8 million and restricted cash was
approximately $10.3 million. Restricted cash is comprised of gross proceeds
from the sales of certain industrial properties. These sales proceeds will be
disbursed as the Consolidated Operating Partnership exchanges industrial
properties under Section 1031 of the Internal Revenue Code.

Six Months Ended June 30, 2003

Net cash provided by operating activities of approximately $34.9 million
for the six months ended June 30, 2003 was comprised primarily of net income of
approximately $61.8 million and adjustments for non-cash items of approximately
$.6 million, partially offset by the net change in operating assets and
liabilities of approximately $27.5 million. The adjustments for the non-cash
items of approximately $.6 million are primarily comprised of the gain on sale
of real estate of approximately $35.5 million, a decrease of the bad debt
provision of approximately $.2 million and the effect of the straight-lining of
rental income of approximately $.6 million, partially offset by depreciation
and amortization of approximately $36.9 million

Net cash provided by investing activities of approximately $9.4 million
for the six months ended June 30, 2003 was comprised primarily of the net
proceeds from sales of investment in real estate, distributions from the Other
Real Estate Partnerships, distributions from three of the Consolidated
Operating Partnerships industrial real estate joint ventures, a decrease in
restricted cash that was held by an intermediary for Section 1031 exchange
purposes and the repayment of mortgage loans receivable, partially offset by
the acquisition of real estate, development of real estate, capital
expenditures related to the expansion and improvement of existing real estate,
investments in and advances to the Other Real Estate Partnerships and
contributions to and investments in one of the Consolidated Operating
Partnerships industrial real estate joint ventures.

Net cash used in financing activities of approximately $40.6 million for
the six months ended June 30, 2003 was comprised primarily of general
partnership and limited partnership units (Unit) and preferred general
partnership unit distributions, the repurchase of restricted units, the
repurchase of general partner units and repayments on mortgage loans payable,
partially offset by net borrowings under the
Consolidated Operating Partnerships $300 million unsecured line of credit (the
2002 Unsecured Line of Credit) and the net proceeds from the exercise of
stock options.

Six Months Ended June 30, 2002

Net cash provided by operating activities of approximately $69.1 million
for the six months ended June 30, 2002 was comprised primarily of net income of
approximately $69.6 million and adjustments for non-cash items of approximately
$18.8 million, offset by the net change in operating assets and liabilities of
approximately $19.3 million. The adjustments for the non-cash items of
approximately $18.8 million are primarily comprised of depreciation and
amortization of approximately $35.5 million and a loss of approximately $.9
million from the early retirement of debt, offset by the gain on sale of real
estate of

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approximately $16.5 million and the effect of the straight-lining of rental
income of approximately $1.1 million.

Net cash used in investing activities of approximately $45.2 million for
the six months ended June 30, 2002 was comprised primarily of the acquisition
of real estate, development of real estate, capital expenditures related to the
expansion and improvement of existing real estate, an increase in restricted
cash from sales proceeds deposited with an intermediary for Section 1031
exchange purposes, investments in and advances to the Other Real Estate
Partnerships and contributions to and investments in one of the
Consolidated Operating Partnerships industrial real estate
ventures, offset by the net proceeds from the sale of real estate, distributions
from the Other Real Estate Partnerships, distributions from the Consolidated
Operating Partnerships industrial real estate joint ventures and the repayment
of mortgage loans receivable.

Net cash used in financing activities of approximately $22.5 million for
the six months ended June 30, 2002 was comprised primarily of the redemption of
its 8.75% Series B Cumulative Preferred Units (the Series B Preferred
Units), the partial pay off of senior unsecured debt, general partnership and
limited partnership units distributions and preferred general
partnership unit distributions, repayments on mortgage loans payable,
repurchase of restricted units due to the repurchase of restricted stock from
employees of the Company to pay for withholding taxes on the vesting of
restricted stock and net borrowings under the Operating Partnerships unsecured
line of credit, offset by the net proceeds from the issuance of senior
unsecured debt and Unit contributions.

Investment in Real Estate and Development of Real Estate

During the six months ended June 30, 2003, the Consolidated Operating
Partnership acquired 27 industrial properties comprising approximately 3.8
million square feet of GLA and several land parcels. The purchase price for
these acquisitions totaled approximately $132.7 million, excluding costs
incurred in conjunction with the acquisition of the industrial properties and
land parcels. The Consolidated Operating Partnership also completed the
development of three industrial properties comprising approximately .5 million
square feet of GLA at a cost of approximately $21.3 million.

The Consolidated Operating Partnership has committed to the construction
of 29 development projects totaling approximately 2.6 million square feet of
GLA for an estimated investment of approximately $151.5 million. Of this
amount, approximately $24.2 million remains to be funded. These developments
are expected to be funded with proceeds from the sale of select properties,
cash flows from operations and borrowings under the Consolidated Operating
Partnerships 2002 Unsecured Line of Credit. The Consolidated Operating
Partnership expects to place in service all of the development projects during
the next twelve months. There can be no assurance that the Consolidated
Operating Partnership will place these projects in service during the next
twelve months or that the actual completion cost will not exceed the estimated
completion cost stated above.

Sale of Real Estate, Real Estate Held for Sale and Discontinued Operations

During the six months ended June 30, 2003, the Consolidated Operating
Partnership sold 43 industrial properties comprising approximately 2.3 million
square feet of GLA and several land parcels. Three of the 43 sold industrial
properties comprising approximately .4 million square feet of GLA were sold to
the December 2001 Joint Venture. Gross proceeds from the sales of the 43
industrial properties and several land parcels were approximately $132.1
million. Forty of the 43 sold industrial properties meet the criteria
established by FAS 144 to be included in discontinued operations. Therefore,
in accordance with FAS 144, the results of operations and gain on sale of real
estate for the 40 sold industrial properties that meet the criteria established
by FAS 144 are included in discontinued operations. The results of operations
and gain on sale of real estate for the three industrial properties and several
land parcels that do not meet the criteria established by FAS 144 are included
in continuing operations.

At June 30, 2003, the Consolidated Operating Partnership had five
industrial properties comprising approximately .4 million square feet of GLA
held for sale. In accordance with FAS 144, the results of operations of the
five industrial properties held for sale at June 30, 2003 are included in
discontinued operations. There can be no assurance that such properties held
for sale will be sold.

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Income from discontinued operations of approximately $34.3 million for the
six months ended June 30, 2003 reflects the results of operations and gain on
sale of real estate of 40 industrial properties that were sold during the six
months ended June 30, 2003 as well as the results of operations of five
industrial properties held for sale at June 30, 2003. Income from discontinued
operations of approximately $14.9 million for the six months ended June 30,
2002 reflects the results of operations of 40 industrial properties that were
sold during the six months ended June 30, 2003, 69 industrial properties that
were sold during the twelve months ended December 31, 2002 and five industrial
properties identified as held for sale at June 30, 2003, as well as the gain on
sale of real estate from 25 industrial properties which were sold during the
six months ended June 30, 2002. Net carrying value of the five industrial
properties held for sale at June 30, 2003 is approximately $11.2 million.

Investments in Joint Ventures

During the six months ended June 30, 2003, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, recognized, in the aggregate,
approximately $.8 million in asset management and property management fees from
the September 1998 Joint Venture, the September 1999 Joint Venture and the
December 2001 Joint Venture, collectively. The Consolidated Operating
Partnership, through a wholly-owned limited liability company in which the
Operating Partnership is the sole member, invested approximately $1.7 million
in the December 2001 Joint Venture. The Consolidated Operating Partnership,
through wholly-owned limited liability companies in which the Operating
Partnership is the sole member, received distributions of approximately $1.9
million from the September 1998 Joint Venture, the September 1999 Joint Venture
and the December 2001 Joint Venture, collectively. As of June 30, 2003, the
September 1998 Joint Venture owned 46 industrial properties comprising
approximately 2.1 million square feet of GLA, the September 1999 Joint Venture
owned one industrial property comprising approximately .1 million square feet
of GLA and the December 2001 Joint Venture owned 28 industrial properties
comprising approximately 4.9 million square feet of GLA. Twenty-three of the
28 properties purchased by the December 2001 Joint Venture were purchased from
the Consolidated Operating Partnership. The Consolidated Operating Partnership
deferred 15% of the gain resulting from these sales which is equal to the
Consolidated Operating Partnerships economic interest in the December 2001
Joint Venture.

In May 2003, the Operating Partnership, through separate wholly-owned
limited liability companies in which it is the sole member, entered into a
joint venture arrangement (the May 2003 Joint Venture) with an institutional
investor to invest in industrial properties. As of June 30, 2003, the May 2003 Joint Venture did not own any industrial properties.

Mortgage Loans Payable

On May 1, 2003, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $14.2
million (the Acquisition Mortgage Loan X). The Acquisition Mortgage Loan X
is collateralized by one property in Hagerstown, Maryland, bears interest at a
fixed rate of 8.25% and provides for monthly principal and interest payments
based on a 30-year amortization schedule. The Acquisition Mortgage Loan X
matures on December 1, 2010. In conjunction with the assumption of the
Acquisition Mortgage Loan X, the Consolidated Operating Partnership recorded a
premium in the amount of $2.9 million which will be amortized over the
remaining life of the Acquisition Mortgage Loan X as an adjustment to interest
expense.

Market Risk

The following discussion about the Consolidated Operating Partnerships
risk-management activities includes forward-looking statements that involve
risk and uncertainties. Actual results could differ materially from those
projected in the forward-looking statements.

This analysis presents the hypothetical gain or loss in earnings, cash
flows or fair value of the financial instruments and derivative instruments
which are held by the Consolidated Operating Partnership at June 30, 2003 that
are sensitive to changes in the interest rates. While this analysis may have
some use as a benchmark, it should not be viewed as a forecast.

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

At June 30, 2003, approximately $1,298.5 million (approximately 89.5% of
total debt at June 30, 2003) of the Consolidated Operating Partnerships debt
was fixed rate debt (included in the fixed rate debt is $50.0 million of
borrowings under the Consolidated Operating Partnerships 2002 Unsecured Line
of Credit for which the Consolidated Operating Partnership fixed the interest
rate via the interest rate swap agreements) and approximately $152.6 million
(approximately 10.5% of total debt at June 30, 2003) was variable rate debt.
The Consolidated Operating Partnership also had outstanding a written put
option (the Written Option) which was issued in conjunction with the initial
offering of one tranche of senior unsecured debt. Currently, the Consolidated
Operating Partnership does not enter into financial instruments for trading or
other speculative purposes.

For fixed rate debt, changes in interest rates generally affect the fair
value of the debt, but not earnings or cash flows of the Consolidated Operating
Partnership. Conversely, for variable rate debt, changes in the interest rate
generally do not impact the fair value of the debt, but would affect the
Consolidated Operating Partnerships future earnings and cash flows. The
interest rate risk and changes in fair market value of fixed rate debt
generally do not have a significant impact on the Consolidated Operating
Partnership until the Consolidated Operating Partnership is required to
refinance such debt. See Note 5 to the consolidated financial statements for a
discussion of the maturity dates of the Consolidated Operating Partnerships
various fixed rate debt.

Based upon the amount of variable rate debt outstanding at June 30, 2003,
a 10% increase or decrease in the interest rate on the Consolidated Operating
Partnerships variable rate debt would decrease or increase, respectively,
future net income and cash flows by approximately $.3 million per year. A 10%
increase in interest rates would decrease the fair value of the fixed rate debt
at June 30, 2003 by approximately $48.1 million to $1,428.2 million. A 10%
decrease in interest rates would increase the fair value of the fixed rate debt
at June 30, 2003 by approximately $51.8 million to $1,528.1 million. A 10%
increase in interest rates would decrease the fair value of the Written Option
at June 30, 2003 by approximately $2.3 million to $17.8 million. A 10%
decrease in interest rates would increase the fair value of the Written Option
at June 30, 2003 by approximately $2.5 million to $22.6 million.

General Partnership and Limited Partnership Unit Contributions, Employee Stock
Options and Restricted Stock

The Operating Partnership has issued Units. The general partnership units
resulted from capital contributions from the Company. The limited partnership
units are issued in conjunction with the acquisition of certain properties.

Unit Contributions:

During the six months ended June 30, 2003, the Company awarded 692,888
shares of restricted common stock to certain employees and 2,129 shares of
restricted common stock to certain Directors. The Operating Partnership issued
Units to the Company in the same amount. These shares of restricted common
stock had a fair value of approximately $20.3 million on the date of grant.
The restricted common stock vests over periods from one to ten years.
Compensation expense will be charged to earnings over the respective vesting
periods.

During the six months ended June 30, 2003, certain employees exercised
122,676 non-qualified employee stock options. Net proceeds to the Company were
approximately $3.0 million. The Consolidated Operating Partnership, through
the Operating Partnership, issued Units to the Company in the same amount.

Distributions:

On January 27, 2003, the Operating Partnership paid a fourth quarter 2002
distribution of $.6850 per Unit, totaling approximately $31.1 million. On
April 21, 2003, the Operating Partnership paid a first quarter 2003
distribution of $.6850 per Unit, totaling approximately $31.5 million.

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On March 31, 2003 and June 30, 2003, the Operating Partnership paid first
and second quarter 2003 distributions of $53.906 per Unit on its 8 5/8% Series
C Cumulative Preferred Units (the Series C Preferred Units), $49.688 per Unit
on its 7.95% Series D Cumulative Preferred Units (the Series D Preferred
Units) and $49.375 per Unit on its 7.90% Series E Cumulative Preferred Units
(the Series E Preferred Units). The preferred unit distributions paid on
March 31, 2003 and June 30, 2003 totaled, in the aggregate, approximately $5.0
million, respectively.

Purchase of Units:

During the six months ended June 30, 2003, the Company repurchased 37,300
shares of its common stock at a weighted average price per share of
approximately $26.73. The Operating Partnership purchased general partnership
Units from the Company in the same amount.

Subsequent Events

From July 1, 2003 to August 1, 2003, the Consolidated Operating
Partnership acquired seven industrial properties for an aggregate purchase
price of approximately $17.8 million, excluding costs incurred in conjunction
with the acquisition of these industrial properties. The Consolidated
Operating Partnership also sold two industrial properties for approximately
$2.8 million of gross proceeds.

On July 21, 2003, the Operating Partnership paid a second quarter 2003
distribution of $.6850 per Unit, totaling approximately $31.6 million.

Short-Term and Long-Term Liquidity Needs

The Consolidated Operating Partnership has considered its short-term (one
year or less) liquidity needs and the adequacy of its estimated cash flow from
operations and other expected liquidity sources to meet these needs. The
Consolidated Operating Partnership believes that its principal short-term
liquidity needs are to fund normal recurring expenses, debt service
requirements and the minimum distribution required by the Company to maintain
the Companys REIT qualification under the Internal Revenue Code. The
Consolidated Operating Partnership anticipates that these needs will be met
with cash flows provided by operating activities.

The Consolidated Operating Partnership expects to meet long-term (greater
than one year) liquidity requirements such as property acquisitions,
developments, scheduled debt maturities, major renovations, expansions and
other nonrecurring capital improvements through the disposition of select
assets, long-term unsecured indebtedness and the issuance of additional Units
and preferred units. As of June 30, 2003 and August 1, 2003, $250.0 million of
debt securities was registered and unissued under the Securities Act of 1933,
as amended. The Consolidated Operating Partnership also may finance the
development or acquisition of additional properties through borrowings under
the 2002 Unsecured Line of Credit. At June 30, 2003, borrowings under the 2002
Unsecured Line of Credit bore interest at a weighted average interest rate of
2.345%. The 2002 Unsecured Line of Credit bears interest at a floating rate of
LIBOR plus .70%, or the Prime Rate, at the Companys election. As of August 1,
2003, the Consolidated Operating Partnership, through the Operating
Partnership, had approximately $45.2 million available for additional
borrowings under the 2002 Unsecured Line of Credit.

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Other

In January 2003, the FASB issued Financial Accounting Standards
Interpretation No. 46, Consolidation of Variable Interest Entities  an
interpretation of ARB No. 51 (FIN 46). FIN 46 addresses consolidation by
business enterprises of special purpose entities (SPEs) to which the usual
condition for consolidation described in Accounting Research Bulletin No. 51
does not apply because the SPEs have no voting interests or otherwise are not
subject to control through ownership of voting interests. For Variable
Interest Entities created before February 1, 2003, the provisions of FIN 46 are
effective no later than the beginning of the first interim or annual reporting
period that starts after June 15, 2003. For Variable Interest Entities created
after January 31, 2003, the provisions of FIN 46 are effective immediately.
The Consolidated Operating Partnership is currently assessing its joint venture arrangements to determine
if the adoption of FIN 46 will require the Consolidated Operating Partnership to consolidate the assets,
liabilities and results of operations of any of its joint ventures.

In April 2003, the FASB issued Statement of Financial Accounting Standards
No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging
Activities (FAS 149). This statement amends and clarifies financial
accounting and reporting for derivative instruments and for hedging activities
under FAS 133, Accounting for Derivative Instruments and Hedging Activities.
This statement is effective for certain contracts entered into or modified
after June 30, 2003 and for certain hedging relationships designated after June
30, 2003. FAS 149 does not have a material effect on the Consolidated Operating Partnerships consolidated
financial position, liquidity, and results of operations.

In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity (FAS 150). This statement establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. This statement is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective August 1, 2003 for the Consolidated Operating Partnership. The Consolidated Operating Partnership does not
expect this statement to have an impact on the Consolidated Operating Partnerships consolidated financial
position, liquidity, and results of operations.

In July 2003, the Securities and Exchange Commission (the SEC) issued a clarification on Emerging Issues
Task Force (EITF) Abstract, Topic No. D 42, The Effect on the Calculation of Earnings per Share for the
Redemption or Induced Conversion of Preferred Stock (EITF 42). This clarification of EITF 42, states for the purpose of calculating the excess of (1) fair value of the consideration transferred to the holders
of the preferred stock over (2) the carrying anount of the preferred stock in the balance sheet, the carrying amount of the preferred stock should be
reduced by the issuance costs of the preferred stock. This clarification is effective in the first fiscal period ending September
15, 2003 and requires prior periods presented to be restated. Pursuant to EITF 42, the Consolidated Operating Partnership expects to restate net income available to unitholders and net income available to unitholders per unit for the six months ended June
30, 2002 and for the year ended December 31, 2002 by reducing net income available to unitholders for the issuance costs related to the redemption of the Series B  Preferred Units  on May 14, 2002. Net income available to unitholders and net income
available to unitholders per unit will be restated as follows:

|             |                                                  |  |                  |        |   |              |   |         |  
|------------ | ------------------------------------------------ |  | ---------------- | ------ | - | ------------ | - | ------- | -
|             |                                                  |  | Six Months Ended |        |   | Year Ended   |  
|             |                                                  |  | June 30,         |        |   | December 31, |  
|             |                                                  |  | 2002             |        |   | 2002         |  
|             |                                                  |  |                  |        |   |              |  
|             | Net Income Available to Unitholders              |  |                  |        |   |              |   |         |  
|             | - For Basic and Diluted EPU, as reported         |  | $                | 56,251 |   |              | $ | 112,986 |  
|             |                                                  |  |                  |        |   |             
|             | Redemption of Series B Preferred Units           |  |                  | (3,707 | ) |              |   | (3,707  | )
|             |                                                  |  |                  |        |   |             
|             | Net Income Available to Unitholders              |  |                  |        |   |              |   |         |  
|             | - For Basic and Diluted EPU, as restated         |  | $                | 52,544 |   |              | $ | 109,279 |  
|             |                                                  |  |                  |        |   |             
|Basic EPU:   |                                                  |  |                  |        |   |              |   |        
|             | Net Income Available to Unitholders, as reported |  | $                | 1.22   |   |              | $ | 2.45    |  
|             |                                                  |  |                  |        |   |             
|             | Net Income Available to Unitholders, as restated |  | $                | 1.14   |   |              | $ | 2.37    |  
|             |                                                  |  |                  |        |   |             
|Diluted EPU: |                                                  |  |                  |        |   |              |   |        
|             | Net Income Available to Unitholders, as reported |  | $                | 1.21   |   |              | $ | 2.44    |  
|             |                                                  |  |                  |        |   |             
|             | Net Income Available to Unitholders, as restated |  | $                | 1.13   |   |              | $ | 2.36    |  
|             |                                                  |  |                  |        |   |             

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Response to this item is included in Item 2. Managements Discussion and
Analysis of Financial Condition and Results of Operations above.




Item 4. Controls and Procedures

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

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

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##### Table of Contents






PART II. OTHER INFORMATION




Item 1. Legal Proceedings

None.




Item 2. Changes in Securities

None.




Item 3. Defaults Upon Senior Securities

None.




Item 4. Submission of Matters to a Vote of Security Holders

None.




Item 5. Other Information

Not applicable.




Item 6. Exhibits and Report on Form 8-K

(a)  Exhibits:

|        |  |                                                                                                                                                                                                                                                                                                                                  
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                  
|Number  |  | Description                                                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                  
|4.1     |  | First Amendment, dated as of June 26, 2003, to Second Amended and
Restated Unsecured Revolving Credit Agreement among the Operating
Partnership, the Company, Bank One, NA, and certain other banks
(incorporated by reference to Exhibit 10.1 of the Companys Form
10-Q for the quarter ended June 30, 2003, File No. 1-13102).
|31.1*   |  | Certification of Chief 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 Chief 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*     |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes  Oxley Act of 2002.                                                                                                                                                                                                        



| | (b) |  | Reports on Form 8-K:
| | --- |  | --------------------
|
| |     |  | None.               



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|* |  | Filed herewith
|- |  | --------------

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---

The Company maintains a website at www.firstindustrial.com. Copies of the
Companys and the Operating Partnerships annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to such
reports are available without charge on the Companys website as soon as
reasonably practicable after such reports are filed or furnished with the SEC.
In addition, the Company has prepared supplemental financial and operating
information which is available without charge on the Companys website or upon
request to the Company. Please direct requests as follows:

|                                   
|-----------------------------------
|First Industrial Realty Trust, Inc.
|311 S. Wacker, Suite 4000          
|Chicago, IL 60606                  
|Attention: Investor Relations      

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SIGNATURE

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

|                      |  |  |                                                                                         |                                                                                               |  | 
|--------------------- |  |  | --------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- |  | 
|                      |  |  | FIRST INDUSTRIAL, L.P.
By: FIRST INDUSTRIAL REALTY TRUST, INC.
Its Sole General Partner |                                                                                               | 
|                     
|Date: August 11, 2003 |  |  | By:                                                                                     | /s/ Scott A. MusilScott A. Musil
Senior Vice President- Controller
(Chief Accounting Officer) |  | 

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EXHIBIT INDEX

|            |  |                                                                                                                                                                                                                                                                                                                                  
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                      
|            |  |                                                                                                                                                                                                                                                                                                                                  
|4.1         |  | First Amendment, dated as of June 26, 2003, to Second Amended and
Restated Unsecured Revolving Credit Agreement among the Operating
Partnership, the Company, Bank One, NA, and certain other banks
(incorporated by reference to Exhibit 10.1 of the Companys Form
10-Q for the quarter ended June 30, 2003, File No. 1-13102).
|31.1*       |  | Certification of Chief 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 Chief 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*         |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes  Oxley Act of 2002.                                                                                                                                                                                                        



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|* |  | Filed herewith
|- |  | --------------

33