##### Table of Contents



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

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

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

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

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




---



##### 



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


Financial Statements


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


2Consolidated Statements of Operations for the
    Three and Six Months Ended June 30, 2010 and June 30,
    2009


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


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


5Consolidated Statements of Cash Flows for the Six
    Months Ended June 30, 2010 and June 30, 2009


6Notes to Consolidated Financial Statements


7Item 2.


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


26Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


41Item 4.


Controls and Procedures


41PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


42Item 1A.


Risk Factors


42Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


43Item 3.


Defaults Upon Senior Securities


43Item 4.


(Removed and Reserved)


43Item 5.


Other Information


43Item 6.


Exhibits


44SIGNATURE


45EXHIBIT INDEX


46EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



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


December 31,2010


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

$
652,667


$
661,945Buildings and Improvements


2,292,732



2,279,814Construction in Progress


11,212



23,332Less: Accumulated Depreciation


(553,344
)


(521,021
)Net Investment in Real Estate


2,403,267



2,444,070Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $980 and $1,752 at June 30, 2010 and
    December 31, 2009, respectively


3,962



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


275,411



307,806Cash and Cash Equivalents


84,367



181,147Restricted Cash


169



90Tenant Accounts Receivable, Net


2,517



1,818Investments in Joint Ventures


4,866



8,788Deferred Rent Receivable, Net


37,364



33,561Deferred Financing Costs, Net


13,332



14,659Deferred Leasing Intangibles, Net of Accumulated Amortization of
    $39,845 and $37,738 at June 30, 2010 and December 31,
    2009, respectively


47,591



51,796Prepaid Expenses and Other Assets, Net


127,175



127,521Total Assets

$
3,000,021


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

$
406,807


$
370,809Senior Unsecured Debt, Net


912,147



1,140,114Unsecured Line of Credit


496,472



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


87,534



106,128Deferred Leasing Intangibles, Net of Accumulated Amortization of
    $13,117 and $12,219 at June 30, 2010 and December 31,
    2009, respectively


19,792



21,871Rents Received in Advance and Security Deposits


23,723



22,953Total Liabilities


1,946,475



2,117,119Commitments and Contingencies






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


266,211



266,211General Partner Units (63,807,044 and 61,845,214 units
    issued and outstanding at June 30, 2010 and
    December 31, 2009, respectively)


697,867



724,852Limited Partners Units (5,366,113 and 5,390,737 units
    issued and outstanding at June 30, 2010 and
    December 31, 2009, respectively)


108,468



112,214Accumulated Other Comprehensive Loss


(19,000
)


(19,986
)Total Partners Capital


1,053,546



1,083,291Total Liabilities and Partners Capital

$
3,000,021


$
3,200,410    2




---



##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


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

$
56,994


$
57,932


$
114,381


$
116,833Tenant Recoveries and Other Income


19,426



19,978



40,307



42,132Construction Revenues






18,318



270



36,749Total Revenues


76,420



96,228



154,958



195,714Expenses:Property Expenses


25,969



27,939



55,047



57,109General and Administrative


7,362



11,575



16,256



21,564Restructuring Costs


947



72



1,211



4,816Impairment of Real Estate










9,155



Depreciation and Other Amortization


31,400



31,935



61,640



66,025Construction Expenses






17,789



209



35,672Total Expenses


65,678



89,310



143,518



185,186Other Income/(Expense):Interest Income


1,023



723



2,109



1,284Interest Expense


(24,879
)


(29,352
)


(51,922
)


(57,450
)Amortization of Deferred Financing Costs


(760
)


(753
)


(1,552
)


(1,461
)Mark-to-Market
    (Loss) Gain on Interest Rate Protection Agreements


(1,324
)


2,301



(1,458
)


3,416(Loss) Gain from Early Retirement of Debt


(4,320
)


3,986



(3,965
)


3,986Foreign Currency Exchange Loss, Net


(190
)






(190
)


Total Other Income/(Expense)


(30,450
)


(23,095
)


(56,978
)


(50,225
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in Income of Joint Ventures and
    Income Tax (Provision) Benefit


(19,708
)


(16,177
)


(45,538
)


(39,697
)Equity in Income of Other Real Estate Partnerships


3,049



3,718



5,882



8,246Equity in Income of Joint Ventures


582



1,551



123



1,580Income Tax (Provision) Benefit


(2,511
)


2,635



(2,636
)


4,471Loss from Continuing Operations


(18,588
)


(8,273
)


(42,169
)


(25,400
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $3,610 and $3,907 for the Three Months Ended
    June 30, 2010 and June 30, 2009, respectively, and
    $7,619 and $7,509 for the Six Months Ended June 30, 2010
    and June 30, 2009, respectively)


3,488



4,564



7,574



8,732(Provision) Benefit for Income Taxes Allocable to Discontinued
    Operations (Including $0 and $34 allocable to Gain on Sale of
    Real Estate for the Three Months Ended June 30, 2010 and
    June 30, 2009, respectively, and $0 and $128 for the Six
    Months Ended June 30, 2010 and June 30, 2009,
    respectively)






(72
)






14Loss Before Gain on Sale of Real Estate


(15,100
)


(3,781
)


(34,595
)


(16,654
)Gain on Sale of Real Estate










1,072



460Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate










(380
)


(29
)Net Loss


(15,100
)


(3,781
)


(33,903
)


(16,223
)Less: Preferred Unit Distributions


(4,979
)


(4,824
)


(9,939
)


(9,681
)Net Loss Available to Unitholders and Participating Securities

$
(20,079
)

$
(8,605
)

$
(43,842
)

$
(25,904
)Basic and Diluted Earnings Per Unit:Loss from Continuing Operations Available to Unitholders

$
(0.35
)

$
(0.26
)

$
(0.76
)

$
(0.69
)Income From Discontinued Operations Available to Unitholders

$
0.05


$
0.09


$
0.11


$
0.18Net Loss Available to Unitholders

$
(0.29
)

$
(0.17
)

$
(0.65
)

$
(0.52
)Weighted Average Units Outstanding


68,214



49,975



67,704



49,947Net Loss Available to Unitholders Attributable to:General Partners

$
(18,518
)

$
(7,680
)

$
(40,385
)

$
(22,997
)Limited Partners


(1,561
)


(925
)


(3,457
)


(2,907
)Net Loss Available to Unitholders

$
(20,079
)

$
(8,605
)

$
(43,842
)

$
(25,904
)    3




---



##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009(Unaudited)(In thousands)Net Loss

$
(15,100
)

$
(3,781
)

$
(33,903
)

$
(16,223
)Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $0 and $216 for the Three Months Ended
    June 30, 2010 and June 30, 2009, respectively, and
    $414 and $241 for the Six Months Ended June 30, 2010 and
    June 30, 2009, respectively


(20
)


1,179



(587
)


(1,036
)Amortization of Interest Rate Protection Agreements


523



38



1,028



(168
)Write-off of Unamortized Settlement of Interest Rate Protection
    Agreements


(13
)


(63
)


(158
)


(63
)Foreign Currency Translation Adjustment, Net of Income Tax
    Benefit (Provision) of $166 and $(1,429) for the Three Months
    Ended June 30, 2010 and June 30, 2009, respectively,
    and $634 and $(926) for the Six Months Ended June 30, 2010
    and June 30, 2009, respectively


21



892



703



449Other Comprehensive Loss

$
(14,589
)

$
(1,735
)

$
(32,917
)

$
(17,041
)    4




---



##### Table of Contents



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








AccumulatedPartner


General


Limited


OtherPreferred


Partner


Partner


ComprehensiveUnits


Units


Units


Loss


TotalBalance as of December 31, 2009

$
266,211


$
724,852


$
112,214


$
(19,986
)

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






10,291











10,291Stock Based Compensation Activity






2,820











2,820Conversion of Units to Common Stock






289



(289
)






Dividends


(9,939
)














(9,939
)Comprehensive Loss:Net Loss


9,939



(40,385
)


(3,457
)






(33,903
)Other Comprehensive Loss














986



986Total Comprehensive Loss


















(32,917
)Balance as of June 30, 2010

$
266,211


$
697,867


$
108,468


$
(19,000
)

$
1,053,546    5




---



##### Table of Contents



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


Six MonthsEnded


EndedJune 30,


June 30,2010


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

$
(33,903
)

$
(16,223
)Adjustments to Reconcile Net Loss to Net Cash Provided by
    Operating Activities:Depreciation


47,724



50,315Amortization of Deferred Financing Costs


1,552



1,461Other Amortization


18,736



26,533Impairment of Real Estate


9,155



Provision for Bad Debt


622



1,825Mark-to-Market
    Loss (Gain) on Interest Rate Protection Agreements


1,458



(3,416
)Loss (Gain) from Early Retirement of Debt


3,965



(3,986
)Payments of Premiums and Discounts Associated with Senior
    Unsecured Debt


(6,192
)


Operating Distributions Received in Excess of (Less Than) Equity
    in Income of Joint Ventures


1,660



(460
)Gain on Sale of Real Estate


(8,691
)


(7,969
)Equity in Income of Other Real Estate Partnerships


(5,822
)


(8,246
)Distributions from Investment in Other Real Estate Partnerships


5,822



8,246Increase in Developments for Sale Costs






(14
)(Increase) Decrease in Tenant Accounts Receivable, Prepaid
    Expenses and Other Assets, Net


(896
)


17,708Increase in Deferred Rent Receivable


(3,853
)


(3,003
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(19,336
)


(16,906
)(Increase) Decrease in Restricted Cash


(79
)


96Net Cash Provided by Operating Activities


11,922



45,961CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(47,290
)


(43,810
)Net Proceeds from Sales of Investments in Real Estate


52,270



16,711Investments in and Advances to Other Real Estate Partnerships


(114,301
)


(7,074
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


146,696



22,740Contributions to and Investments in Joint Ventures


(414
)


(2,721
)Distributions from Joint Ventures


4,484



5,823Repayment of Notes Receivable


976



2,821Increase in Lender Escrows


(1,077
)


Net Cash Provided by (Used In) Investing Activities


41,344



(5,510
)CASH FLOWS FROM FINANCING ACTIVITIES:Debt and Equity Issuance Costs


(721
)


(3,855
)Unit Contributions


10,341



Unit Distributions






(12,614
)Preferred Unit Distributions


(9,939
)


(10,461
)Payments on Interest Rate Swap Agreement


(228
)


Costs Associated with Early Retirement of Debt


(1,008
)


Repurchase and Retirement of Restricted Units


(268
)


(722
)Proceeds from Origination of Mortgage Loans Payable


40,580



143,755Repayments on Mortgage Loans Payable


(4,272
)


(6,843
)Settlement of Interest Rate Protection Agreements






(7,491
)Repayment of Senior Unsecured Debt


(225,729
)


(136,699
)Proceeds from Unsecured Line of Credit


51,500



46,000Repayments on Unsecured Line of Credit


(10,341
)


Net Cash (Used in) Provided by Financing Activities


(150,085
)


11,070Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


39



26Net (Decrease) Increase in Cash and Cash Equivalents


(96,819
)


51,521Cash and Cash Equivalents, Beginning of Period


181,147



2,644Cash and Cash Equivalents, End of Period

$
84,367


$
54,191    6




---



##### Table of Contents



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




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    Current
    Business Risks and Uncertainties          
    Capital Retention We plan to retain capital
    by maintaining a distribution policy that makes per unit
    distributions equivalent to the per share distributions the
    Company is required to make to meet its minimum distribution
    requirements as a REIT. The Operating Partnership has not made
    distributions to date in 2010 and may not make distributions in
    future quarters in 2010 depending on the Companys taxable
    income. If, to maintain its REIT status, the Company is required
    to pay common stock dividends with respect to 2010, the Company
    may elect to do so by distributing a combination of cash and
    common shares and the Operating Partnership would make
    corresponding distributions in cash and common units. Also, if
    the Company is not required to pay preferred stock dividends to
    maintain its REIT status, it may elect to suspend some or all
    preferred stock dividends for one or more fiscal quarters, which
    would aid compliance with the fixed charge coverage covenant
    under our Unsecured Line of Credit. If the Company did elect to
    suspend some or all preferred stock dividends for one or more
    fiscal quarters, the Operating Partnership would elect to
    suspend corresponding preferred stock unit distributions.
    Mortgage Financing During the six months
    ended June 30, 2010, we originated $40,580 in mortgage
    financings with maturities ranging from February 2015 to July
    2020 and interest rates ranging from 6.50% to 7.40% (see
    Note 7). We believe these mortgage financings comply with
    all covenants contained in our Unsecured Line of Credit and our
    senior debt securities, including coverage ratios and total
    indebtedness, total unsecured indebtedness and total secured
    indebtedness limitations. We continue to engage various 8




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Equity Financing During the six months ended
    June 30, 2010, the Company issued 875,402 shares of
    its common stock, generating $5,970 in net proceeds, under the
    direct stock purchase component of the Companys Dividend
    Reinvestment and Direct Stock Purchase Plan (DRIP).
    During the three months ended June 30, 2010, the Company
    issued 548,704 shares of its common stock, generating
    approximately $4,371 in net proceeds, under the Companys
    at-the-market
    equity offering program (ATM) (see Note 8).
    These proceeds were contributed to us in exchange for an
    equivalent number of Units. We may opportunistically access the
    equity markets again, subject to contractual restrictions, and
    may continue to issue shares under the ATM or the direct stock
    purchase component of the DRIP. To the extent additional equity
    offerings occur, we expect to use the proceeds received to
    reduce our indebtedness.
    Asset Sales During the six months ended
    June 30, 2010, we sold five industrial properties and
    several land parcels for gross proceeds of $53,675 (see
    Note 4). We are in various stages of discussions with third
    parties for the sale of additional properties in 2010 and plan
    to continue to selectively market other properties for sale
    throughout 2010. We expect to use sales proceeds to pay down
    additional debt. If we are unable to sell properties on an
    advantageous basis, this may impair our liquidity and our
    ability to meet our financial covenants.
    Debt Reduction During the six months ended
    June 30, 2010, we closed on a tender offer in which we
    purchased $72,702 of our senior unsecured debt maturing in 2011
    (the 2011 Notes), $66,236 of our senior unsecured
    debt maturing in 2012 and $21,062 of our senior unsecured debt
    maturing in 2014. In addition, subsequent to the tender offer,
    we redeemed and retired the remaining outstanding balance of our
    2011 Notes in the amount of $70,796. We may from time to time
    repay additional amounts of our outstanding debt. Any repayments
    would depend upon prevailing market conditions, our liquidity
    requirements, contractual restrictions and other factors we
    consider important. Future repayments may materially impact our
    liquidity, taxable income and results of operations.    3.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-Q Form 10-K, Form 10-K
 9




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    Taxes
  1997-2000) 1997-2000
  Recent
    Accounting Pronouncements
    4.
    Investment
    in Real Estate  Acquisitions
   10




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Intangible
    Assets Subject to Amortization in the Period of
    Acquisition
    Six MonthsEndedJune 30,2010In-Place Leases

$
1,782Above Market Leases

$
239Tenant Relationships

$
1,881     Six MonthsEndedJune 30,2010In-Place Leases


100Above Market Leases


88Tenant Relationships


165   Sales
    and Discontinued Operations
       11




---



##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009Total Revenues

$
120


$
2,123


$
649


$
5,069Property Expenses


(129
)


(661
)


(383
)


(1,785
)Depreciation and Amortization


(113
)


(805
)


(311
)


(2,061
)Gain on Sale of Real Estate


3,610



3,907



7,619



7,509(Provision) Benefit for Income Taxes






(72
)






14Income from Discontinued Operations

$
3,488


$
4,492


$
7,574


$
8,746     Impairment
    Charges
    5.
    Investments
    in and Advances to Other Real Estate Partnerships   12




---



##### Table of Contents



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


December 31,2010


2009ASSETSAssets:Investment in Real Estate, Net

$
281,587


$
280,796Note Receivable


254,062



264,740Other Assets, Net


54,447



78,100Total Assets

$
590,096


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

$
45,983


$
32,165Other Liabilities


8,937



9,515Partners Capital


535,176



581,956Total Liabilities and Partners Capital

$
590,096


$
623,636     Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009Total Revenues, Including Interest Income

$
14,881


$
10,318


$
29,762


$
21,749Property Expenses


(3,005
)


(2,423
)


(6,470
)


(6,165
)Interest Expense


(758
)


(39
)


(1,410
)


(39
)Amortization of Deferred Financing Costs


(33
)


(1
)


(62
)


(1
)Depreciation and Other Amortization


(4,237
)


(4,273
)


(8,295
)


(8,337
)Income from Continuing Operations


6,848



3,582



13,525



7,207Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $0 and $0 for the Three Months Ended
    June 30, 2010 and June 30, 2009, respectively, and $0
    and $811 for the Six Months Ended June 30, 2010 and
    June 30, 2009, respectively)






172







1,111Net Income

$
6,848


$
3,754


$
13,525


$
8,318   6.
    Investments
    in Joint Ventures and Property Management Services   13




---



##### Table of Contents



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


For the SixMonths Ended


Months EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


2009Contributions

$
189


$
987


$
414


$
2,721Distributions

$
5,042


$
3,905


$
6,267


$
6,943Fees

$
1,974


$
2,840


$
4,041


$
5,558  14




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Indebtedness    EffectiveOutstanding


Interest

InterestBalance at


Rate at

Rate atJune 30,


December 31,


June 30,

June 30,2010


2009


2010

2010

Maturity DateMortgage and Other Loans Payable, Net

$
406,807


$
370,809


5.92%-9.25%

4.93%-9.25%

December 2010-
    July 2020Unamortized Premiums


(716
)


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

$
406,091


$
369,784Senior Unsecured Debt, Net2016 Notes

$
159,871


$
159,843


5.750%

5.91%

01/15/162017 Notes


87,191



87,187


7.500%

7.52%

12/01/172027 Notes


13,559



13,559


7.150%

7.11%

05/15/272028 Notes


189,865



189,862


7.600%

8.13%

07/15/282011 Notes






143,447


7.375%

7.39%

03/15/112012 Notes


77,733



143,837


6.875%

6.85%

04/15/122032 Notes


34,659



34,651


7.750%

7.87%

04/15/322014 Notes


86,198



105,253


6.420%

6.54%

06/01/142011 Exchangeable Notes


145,450



144,870


4.625%

5.53%

09/15/112017 II Notes


117,621



117,605


5.950%

6.37%

05/15/17Subtotal

$
912,147


$
1,140,114Unamortized Discounts


8,362



11,191Senior Unsecured Debt, Gross

$
920,509


$
1,151,305Unsecured Line of Credit

$
496,472


$
455,244


1.378%

1.378%

09/28/12     Number of



PropertyIndustrial



CarryingProperties



Value atMortgage


Loan


Interest


Origination

Maturity

Amortization

Collateralizing

GLA

June 30,Financing


Principal


Rate


Date

Date

Period

Mortgage

(In millions)

2010I


$
7,780



7.40
%

January 28, 2010

February 5, 2015

25-year

1

0.1

$
9,342II



7,200



7.40
%

January 28, 2010

February 5, 2015

25-year

1

0.2


7,601III



4,300



7.40
%

February 17, 2010

March 5, 2015

25-year

1

0.2


7,017IV.1



8,000



6.50
%

June 22, 2010

July 10, 2020

25-year

2

0.2


8,922IV.2



7,800



6.50
%

June 22, 2010

July 10, 2020

25-year

2

0.2


6,732IV.3



5,500



6.50
%

June 22, 2010

July 10, 2020

25-year

6

0.1


10,032$
40,580
















$
49,646      15




---



##### Table of Contents



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


PurchaseRepurchased


PriceSenior Unsecured Debt Repurchases2011 Notes

$
72,702


$
72,7012012 Notes


66,236



66,2342014 Notes


21,062



17,964$
160,000


$
156,899Senior Unsecured Debt Redemption2011 Notes

$
70,796


$
75,022     AmountRemainder of 2010

$
15,9822011


158,4102012


597,6862013


7,1902014


199,420Thereafter


844,384Total

$
1,823,072    16




---



##### Table of Contents



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


December 31, 2009Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage and Other Loans Payable

$
406,807


$
451,593


$
370,809


$
375,284Senior Unsecured Debt


912,147



857,908



1,140,114



960,452Unsecured Line of Credit


496,472



474,983



455,244



422,561Total

$
1,815,426


$
1,784,484


$
1,966,167


$
1,758,297     8.
    Partners
    Capital  lock-up one-for-one
  Unit
    Contributions:
   17




---



##### Table of Contents



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


Totalper Unit


DistributionSeries F Preferred Units

$
3,569.82


$
1,784Series G Preferred Units

$
3,618.00


$
905Series J Preferred Units

$
9,062.60


$
5,438Series K Preferred Units

$
9,062.60


$
1,812  18




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  9.
    Supplemental
    Information to Statements of Cash Flows    Six Months


Six MonthsEnded


EndedJune 30,


June 30,2010


2009Interest paid, net of capitalized interest

$
53,460


$
56,594Capitalized interest

$



$
281Supplemental schedule of non-cash investing and financing
    activities:Distribution payable on preferred units

$
452


$
452Industrial property distribution from Other Real Estate
    Partnerships:Investment in real estate and deferred leasing intangibles, net

$



$
1,811Prepaid expenses and other assets, net






289Accounts payable, accrued expenses and other liabilities, net






(56
)Total distribution

$



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

$
(289
)

$
(5,796
)General partnership units


289



5,796$



$
Write-off of fully depreciated assets

$
(22,602
)

$
(24,730
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$



$
11,620  19




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Earnings
    Per Unit (EPU)    Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2010


2009


2010


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

$
(18,588
)

$
(8,273
)

$
(42,169
)

$
(25,400
)Gain on Sale of Real Estate, Net of Income Tax










692



431Preferred Distributions


(4,979
)


(4,824
)


(9,939
)


(9,681
)Loss from Continuing Operations Available to Unitholders

$
(23,567
)

$
(13,097
)

$
(51,416
)

$
(34,650
)Income from Discontinued Operations Available to Unitholders

$
3,488


$
4,492


$
7,574


$
8,746Net Loss Available to Unitholders

$
(20,079
)

$
(8,605
)

$
(43,842
)

$
(25,904
)Denominator:Weighted Average Units  Basic and Diluted


68,214,433



49,974,901



67,703,522



49,946,971Basic and Diluted EPU:Loss from Continuing Operations Available to Unitholders

$
(0.35
)

$
(0.26
)

$
(0.76
)

$
(0.69
)Income from Discontinued Operations Available to Unitholders

$
0.05


$
0.09


$
0.11


$
0.18Net Loss Available to Unitholders

$
(0.29
)

$
(0.17
)

$
(0.65
)

$
(0.52
)     Allocation





Allocationof Net





of NetIncome





IncomeAvailable to





Available toParticipating





ParticipatingUnvested


Securities for the


Unvested


Securities for theAwards


Three and Six


Awards


Three and SixOutstanding


Months Ended


Outstanding


Months Endedat June 30,


June 30,


at June 30,


June 30,2010


2010


2009


2009Participating Securities:Restricted Stock Awards


723,295







395,686



Restricted Unit Awards










1,053



723,295


$




396,739


$
  20




---



##### Table of Contents



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


Number ofAwards


AwardsOutstanding


OutstandingAt June 30,


At June 30,2010


2009Non-Participating Securities:Restricted Unit Awards


1,190,800



1,000,000Options


119,700



141,034     11.
    Restructuring
    Costs  and/or
    12.
    Derivatives   21




---



##### Table of Contents



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


Fair Value As ofHedge Product

Notional Amount


Strike


Trade Date


Maturity Date


June 30, 2010


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

$
50,000



2.4150
%


March 2008



April 1, 2010



N/A



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


50,000



5.2175
%


October 2008



October 1, 2013



S (1,231
)


93Total Derivatives

$
100,000











Total


$
(1,231
)

$
(174
)     *
    
    Fair value excludes quarterly settlement payment due on
    Series F Agreement. As of June 30, 2010 and
    December 31, 2009, the outstanding payable was $59 and
    $152, respectively. 22




---



##### Table of Contents



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


Six Months EndedJune 30,


June 30,


June 30,


June 30,Interest Rate Products*

Location on Statement

2010


2009


2010


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

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

$
(20
)

$
1,179


$
(587
)

$
(1,036
)Amortization Reclassified from OCI into Income

Interest Expense

$
(523
)

$
(38
)

$
(1,028
)

$
168Gain Recognized in Income (Unhedged Position)

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


N/A


$
1,358



N/A


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


Significant Other


UnobservableJune 30,


Identical Assets


Observable Inputs


InputsDescription

2010


(Level 1)


(Level 2)


(Level 3)Liabilities:Series F Agreement

$
1,231










$
1,231   Fair Value Measurements at December 31, 2009 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableDecember 31,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Assets:Series F Agreement

$
93










$
93Liabilities:Interest Rate Swap Agreement

$
(267
)





$
(267
)


  23




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning asset balance at December 31, 2009

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


(1,324
)Ending liability balance at June 30, 2010

$
(1,231
)   13.
    Commitments
    and Contingencies     24




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Related
    Party Transactions    15.
    Subsequent
    Events   25




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up higher-than-expected Form 10-K Form 10-K)
  GENERAL
   26




---



##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
        MANAGEMENTS
    OVERVIEW
     27




---



##### Table of Contents



and/or
   28




---



##### Table of Contents



Current
    Business Risks and Uncertainties
        
    Capital Retention We plan to retain capital
    by maintaining a distribution policy that makes per unit
    distributions equivalent to the per share distributions the
    Company is required to make to meet its minimum distribution
    requirements as a REIT. The Operating Partnership has not made
    distributions to date in 2010 and may not make distributions in
    future quarters in 2010 depending on the Companys taxable
    income. If, to maintain its REIT status, the Company is required
    to pay common stock dividends with respect to 2010, the Company
    may elect to do so by distributing a combination of cash and
    common shares and the Operating Partnership would make
    corresponding distributions in cash and common units. Also, if
    the Company is not 29




---



##### Table of Contents



required to pay preferred stock dividends to maintain its REIT
    status, it may elect to suspend some or all preferred stock
    dividends for one or more fiscal quarters, which would aid
    compliance with the fixed charge coverage covenant under our
    Unsecured Line of Credit. If the Company did elect to suspend
    some or all preferred stock dividends for one or more fiscal
    quarters, the Operating Partnership would elect to suspend
    corresponding preferred stock unit distributions.  
    Mortgage Financing During the six months
    ended June 30, 2010, we originated $40.6 million in
    mortgage financings with maturities ranging from February 2015
    to July 2020 and interest rates ranging from 6.50% to 7.40% (see
    Note 7 to the Consolidated Financial Statements). We
    believe these mortgage financings comply with all covenants
    contained in our Unsecured Line of Credit and our senior debt
    securities, including coverage ratios and total indebtedness,
    total unsecured indebtedness and total secured indebtedness
    limitations. We continue to engage various lenders regarding the
    origination of additional mortgage financings and the terms and
    conditions thereof. To the extent additional mortgage financing
    is originated, we expect to use proceeds received to pay down
    other debt. No assurances can be made that additional mortgage
    financing will be obtained.
    Equity Financing During the six months ended
    June 30, 2010, the Company issued 875,402 shares of
    its common stock, generating $6.0 million in net proceeds,
    under the direct stock purchase component of the Companys
    Dividend Reinvestment and Direct Stock Purchase Plan
    (DRIP). During the three months ended June 30,
    2010, the Company issued 548,704 shares of its common
    stock, generating approximately $4.4 million in net
    proceeds, under the Companys
    at-the-market
    equity offering program (ATM) (see Note 8 to
    the Consolidated Financial Statements). These proceeds were
    contributed to us in exchange for an equivalent number of Units.
    We may opportunistically access the equity markets again,
    subject to contractual restrictions, and may continue to issue
    shares under the ATM or the direct stock purchase component of
    the DRIP. To the extent additional equity offerings occur, we
    expect to use the proceeds received to reduce our indebtedness.
    Asset Sales During the six months ended
    June 30, 2010, we sold five industrial properties and
    several land parcels for gross proceeds of $53.7 million
    (see Note 4 to the Consolidated Financial Statements). We
    are in various stages of discussions with third parties for the
    sale of additional properties in 2010 and plan to continue to
    selectively market other properties for sale throughout 2010. We
    expect to use sales proceeds to pay down additional debt. If we
    are unable to sell properties on an advantageous basis, this may
    impair our liquidity and our ability to meet our financial
    covenants.
    Debt Reduction During the six months ended
    June 30, 2010, we closed on a tender offer in which we
    purchased $72.7 million of our senior unsecured debt
    maturing in 2011 (the 2011 Notes),
    $66.2 million of our senior unsecured debt maturing in 2012
    and $21.1 million of our senior unsecured debt maturing in
    2014. In addition, subsequent to the tender offer, we redeemed
    and retired the remaining outstanding balance of our 2011 Notes
    in the amount of $70.8 million. We may from time to time
    repay additional amounts of our outstanding debt. Any repayments
    would depend upon prevailing market conditions, our liquidity
    requirements, contractual restrictions and other factors we
    consider important. Future repayments may materially impact our
    liquidity, taxable income and results of operations.   30




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Six Months Ended June 30, 2010 to Six Months Ended
    June 30, 2009
          Six Months


Six MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
143,513


$
148,035


$
(4,522
)


(3.1
)%Acquired Properties


127







127



Sold Properties


630



4,921



(4,291
)


(87.2
)%(Re)Developments and Land, Not Included Above


4,441



2,273



2,168



95.4
%Other


6,626



8,805



(2,179
)


(24.7
)%$
155,337


$
164,034


$
(8,697
)


(5.3
)%Discontinued Operations


(649
)


(5,069
)


4,420



(87.2
)%Subtotal Revenues

$
154,688


$
158,965


$
(4,277
)


(2.7
)%Construction Revenues


270



36,749



(36,479
)


(99.3
)%Total Revenues

$
154,958


$
195,714


$
(40,756
)


(20.8
)%    31




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
46,553


$
48,321


$
(1,768
)


(3.7
)%Acquired Properties


21







21



Sold Properties


185



1,534



(1,349
)


(87.9
)%(Re)Developments and Land, Not Included Above


1,655



1,954



(299
)


(15.3
)%Other


7,016



7,085



(69
)


(1.0
)%$
55,430


$
58,894


$
(3,464
)


(5.9
)%Discontinued Operations


(383
)


(1,785
)


1,402



(78.5
)%Total Property Expenses

$
55,047


$
57,109


$
(2,062
)


(3.6
)%Construction Expenses


209



35,672



(35,463
)


(99.4
)%Total Property and Construction Expenses

$
55,256


$
92,781


$
(37,525
)


(40.4
)%           32




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
58,395


$
63,297


$
(4,902
)


(7.7
)%Acquired Properties


105







105



Sold Properties


213



1,917



(1,704
)


(88.9
)%(Re)Developments and Land, Not Included Above and Other


2,211



1,729



482



27.9
%Corporate Furniture, Fixtures and Equipment


1,027



1,143



(116
)


(10.1
)%$
61,951


$
68,086


$
(6,135
)


(9.0
)%Discontinued Operations


(311
)


(2,061
)


1,750



(84.9
)%Total Depreciation and Other Amortization

$
61,640


$
66,025


$
(4,385
)


(6.6
)%           30-year Mark-to-Market Mark-to-Market
   33




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2010


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

$
649


$
5,069Property Expenses


(383
)


(1,785
)Depreciation and Amortization


(311
)


(2,061
)Gain on Sale of Real Estate


7,619



7,509Benefit for Income Taxes






14Income from Discontinued Operations

$
7,574


$
8,746         Comparison
    of Three Months Ended June 30, 2010 to Three Months Ended
    June 30, 2009
   34




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
70,785


$
72,548


$
(1,763
)


(2.4
)%Acquired Properties


127







127



Sold Properties


115



2,011



(1,896
)


(94.3
)%(Re)Developments and Land, Not Included Above


2,313



1,179



1,134



96.2
%Other


3,200



4,295



(1,095
)


(25.5
)%$
76,540


$
80,033


$
(3,493
)


(4.4
)%Discontinued Operations


(120
)


(2,123
)


2,003



(94.3
)%Subtotal Revenues

$
76,420


$
77,910


$
(1,490
)


(1.9
)%Construction Revenues






18,318



(18,318
)


(100.0
)%Total Revenues

$
76,420


$
96,228


$
(19,808
)


(20.6
)%     35




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
21,622


$
22,543


$
(921
)


(4.1
)%Acquired Properties


21







21



Sold Properties


65



620



(555
)


(89.5
)%(Re)Developments and Land, Not Included Above


686



975



(289
)


(29.6
)%Other


3,704



4,462



(758
)


(17.0
)%$
26,098


$
28,600


$
(2,502
)


(8.7
)%Discontinued Operations


(129
)


(661
)


532



(80.5
)%Total Property Expenses

$
25,969


$
27,939


$
(1,970
)


(7.1
)%Construction Expenses






17,789



(17,789
)


(100.0
)%Total Property and Construction Expenses

$
25,969


$
45,728


$
(19,759
)


(43.2
)%         Three Months


Three MonthsEnded


EndedJune 30, 2010


June 30, 2009


$ Change


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

$
29,696


$
30,547


$
(851
)


(2.8
)%Acquired Properties


105







105



Sold Properties


75



730



(655
)


(89.7
)%(Re)Developments and Land, Not Included Above and Other


1,116



917



199



21.7
%Corporate Furniture, Fixtures and Equipment


521



546



(25
)


(4.6
)%$
31,513


$
32,740


$
(1,227
)


(3.7
)%Discontinued Operations


(113
)


(805
)


692



(86.0
)%Total Depreciation and Other Amortization

$
31,400


$
31,935


$
(535
)


(1.7
)%    36




---



##### Table of Contents



Mark-to-Market Mark-to-Market
           37




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2010


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

$
120


$
2,123Property Expenses


(129
)


(661
)Depreciation and Amortization


(113
)


(805
)Gain on Sale of Real Estate


3,610



3,907Provision for Income Taxes






(72
)Income from Discontinued Operations

$
3,488


$
4,492       LIQUIDITY
    AND CAPITAL RESOURCES
    and/or
     38




---



##### Table of Contents



Six
    Months Ended June 30, 2010
             39




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
   40




---



##### Table of Contents



Recent
    Accounting Pronouncements
    Subsequent
    Events
    Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)) Rules 13a-15(b) 15d-15(b),
   41




---



##### Table of Contents



PART II:
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Adverse
    changes in our credit ratings could negatively affect our
    liquidity and business operations.
    Failure
    to comply with covenants in our debt agreements could adversely
    affect our financial condition
     42




---



##### Table of Contents



Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    (Removed
    and Reserved)    Item 5.
    Other
    Information   43




---



##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description31
.1*

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

Certification of the Principal Financial Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

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




---



##### Table of Contents



SIGNATURE         By:
    /s/  Scott
    A. Musil       45




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description31
.1*

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

Certification of the Principal Financial Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

Certification of the Principal Executive Officer and the
    Principal Financial Officer of First Industrial Realty Trust,
    Inc., registrants sole general partner, pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes  Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith 46