##### 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
    March 31, 2009o

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

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

(I.R.S. Employer
    Identification No.)    311 S. Wacker Drive, Suite 4000, Chicago,
    Illinois 60606
 (Address of Principal Executive
    Offices)
  (312) 344-4300
 (Registrants Telephone
    Number, Including Area Code)
  þ o
  Regulation S-T o o
  Rule 12b-2
  Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o  (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended March 31, 2009
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


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


2Consolidated Statements of Operations for the
    Three Months Ended March 31, 2009 and March 31, 2008
    (As Adjusted)


3Consolidated Statements of Comprehensive Income
    for the Three Months Ended March 31, 2009 and
    March 31, 2008 (As Adjusted)


4Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2009 and March 31, 2008
    (As Adjusted)


5Notes to Consolidated Financial Statements


6Item 2.


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


23Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


33Item 4.


Controls and Procedures


33PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


34Item 1A.


Risk Factors


34Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


34Item 3.


Defaults Upon Senior Securities


34Item 4.


Submission of Matters to a Vote of Security
    Holders


34Item 5.


Other Information


34Item 6.


Exhibits


34SIGNATURE


35EXHIBIT INDEX


36EX-31.1:CERTIFICATIONEX-31.2:CERTIFICATIONEX-32.1:CERTIFICATION




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##### Table of Contents



PART I:
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    BALANCE SHEETS
  (As Adjusted)March 31,


December 31,2009


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

$
682,426


$
684,712Buildings and Improvements


2,298,979



2,274,041Construction in Progress


27,017



55,777Less: Accumulated Depreciation


(471,909
)


(455,302
)Net Investment in Real Estate


2,536,513



2,559,228Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $1,511 and $2,251 at March 31, 2009 and
    December 31, 2008, respectively


16,669



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


336,040



344,800Cash and Cash Equivalents


36,815



2,644Restricted Cash


97



97Tenant Accounts Receivable, Net


10,265



9,049Investments in Joint Ventures


16,094



16,299Deferred Rent Receivable, Net


29,433



28,372Deferred Financing Costs, Net


11,383



12,091Deferred Leasing Intangibles, Net


73,211



79,483Prepaid Expenses and Other Assets, Net


158,998



167,620Total Assets

$
3,225,518


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

$
76,303


$
77,396Senior Unsecured Debt, Net


1,512,815



1,511,955Unsecured Line of Credit


488,608



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


113,901



144,070Deferred Leasing Intangibles, Net


26,239



27,077Rents Received in Advance and Security Deposits


23,102



22,995Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $0 and $254 at March 31, 2009 and
    December 31, 2008, respectively






541Distributions Payable






13,846Total Liabilities


2,240,968



2,241,164Commitments and Contingencies






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


266,211



266,211General Partner Units (44,664,502 and 44,652,182 units
    issued and outstanding at March 31, 2009 and
    December 31, 2008, respectively)


626,525



634,255Limited Partners Units (5,687,693 and 5,806,203 units
    issued and outstanding at March 31, 2009 and
    December 31, 2008, respectively)


117,075



121,578Accumulated Other Comprehensive Loss


(25,261
)


(22,408
)Total Partners Capital


984,550



999,636Total Liabilities and Partners Capital

$
3,225,518


$
3,240,800    2




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2009


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

$
60,558


$
56,805Tenant Recoveries and Other Income


22,465



23,354Construction Revenues


18,431



22,954Total Revenues


101,454



103,113Expenses:Property Expenses


29,822



28,845General and Administrative


9,989



23,275Restructuring Costs


4,744



Depreciation and Other Amortization


35,086



32,126Construction Expenses


17,883



22,301Total Expenses


97,524



106,547Other Income/(Expense):Interest Income


561



628Interest Expense


(28,098
)


(29,251
)Amortization of Deferred Financing Costs


(708
)


(713
)Mark-to-Market Gain on Interest Rate Protection Agreements


1,115



Total Other Income/(Expense)


(27,130
)


(29,336
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in Income of Joint Ventures and
    Income Tax Benefit


(23,200
)


(32,770
)Equity in Income of Other Real Estate Partnerships


4,528



9,099Equity in Income of Joint Ventures


29



3,302Income Tax Benefit


1,816



2,508Loss from Continuing Operations


(16,827
)


(17,861
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $3,602 and $67,917 for the Three Months Ended
    March 31, 2009 and March 31, 2008, respectively)


3,848



72,481Benefit (Provision) for Income Taxes Allocable to Discontinued
    Operations (Including $93 and $(247) allocable to Gain on Sale
    of Real Estate for the Three Months Ended March 31, 2009
    and March 31, 2008, respectively)


106



(407
)(Loss) Income Before Gain on Sale of Real Estate


(12,873
)


54,213Gain on Sale of Real Estate


460



7,671Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(29
)


(1,591
)Net (Loss) Income


(12,442
)


60,293Less: Preferred Unit Distributions


(4,857
)


(4,857
)Net (Loss) Income Available to Unitholders and Participating
    Securities

$
(17,299
)

$
55,436Basic and Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.43
)

$
(0.34
)Income From Discontinued Operations

$
0.08


$
1.44Net (Loss) Income Available to Unitholders

$
(0.35
)

$
1.10Weighted Average Units Outstanding


49,919



49,407Net (Loss) Income Available to Unitholders Attributable to:General Partners

$
(15,317
)

$
48,361Limited Partners


(1,982
)


7,075Net (Loss) Income Available to Unitholders

$
(17,299
)

$
55,436Distribution Declared per Unit Outstanding

$
0.00


$
0.72    3




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2009


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

$
(12,442
)

$
60,293Mark-to-Market on Interest Rate Protection Agreements, Net of
    Income Tax (Provision) Benefit of $(25) and $259 for the Three
    Months Ended March 31, 2009 and March 31, 2008,
    respectively


(2,215
)


(1,842
)Amortization of Interest Rate Protection Agreements


(206
)


(187
)Mark-to-Market on Available for Sale Mortgage Notes Receivable






328Foreign Currency Translation Adjustment, Net of Income Tax
    Benefit of $503 and $365 for the Three Months Ended
    March 31, 2009 and March 31, 2008, respectively


(432
)


(661
)Other Comprehensive (Loss) Income

$
(15,295
)

$
57,931    4




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2009


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

$
(12,442
)

$
60,293Adjustments to Reconcile Net (Loss) Income to Net Cash Provided
    by (Used In) Operating Activities:Depreciation


25,304



25,390Amortization of Deferred Financing Costs


708



713Other Amortization


16,286



12,313Provision for Bad Debt


563



1,008Equity in Income of Joint Ventures


(29
)


(3,302
)Distributions from Joint Ventures


101



3,606Gain on Sale of Real Estate


(4,062
)


(75,588
)Market-to-Market Gain on Interest Rate Protection Agreements


1,115



Equity in Income of Other Real Estate Partnerships


(4,528
)


(9,099
)Distributions from Investment in Other Real Estate Partnerships


4,528



9,099Decrease in Developments for Sale Costs


13



1,517Decrease (Increase) in Tenant Accounts Receivable, Prepaid
    Expenses and Other Assets, Net


7,126



(16,131
)Increase in Deferred Rent Receivable


(1,548
)


(1,948
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(19,990
)


(42,467
)Decrease in Restricted Cash






89Cash Book Overdraft






3,038Net Cash Provided by (Used In) Operating Activities


13,145



(31,469
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(26,990
)


(157,105
)Net Proceeds from Sales of Investments in Real Estate


12,472



156,279Investments in and Advances to Other Real Estate Partnerships


(2,459
)


(2,956
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


11,219



42,257Contributions to and Investments in Joint Ventures


(1,735
)


(5,382
)Distributions from Joint Ventures


2,937



974Repayment of Notes Receivable






6,110Decrease in Restricted Cash






11,305Net Cash (Used In) Provided by Investing Activities


(4,556
)


51,482CASH FLOWS FROM FINANCING ACTIVITIES:Unit Contributions






56Unit Distributions


(12,614
)


(36,079
)Preferred Unit Distributions


(6,089
)


(6,089
)Repurchase of Restricted Units


(721
)


(3,348
)Repayments on Mortgage Loans Payable


(905
)


(758
)Debt Issuance Costs






(12
)Proceeds from Unsecured Line of Credit


46,000



216,000Repayments on Unsecured Line of Credit






(189,000
)Net Cash Provided by (Used in) Financing Activities


25,671



(19,230
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


(89
)


(39
)Net Increase in Cash and Cash Equivalents


34,260



783Cash and Cash Equivalents, Beginning of Period


2,644



4,696Cash and Cash Equivalents, End of Period

$
36,815


$
5,440    5




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)
    (In thousands except Unit and per Unit data)
  1.
    Organization
    and Formation of Partnership              2.
    Current
    Business Risks and Uncertainties     6




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    Retained Capital We plan to retain capital by
    making per Unit distributions equivalent to the per share
    dividends the Company is required to make on its common stock to
    meet its minimum distribution requirements as a REIT. We did not
    pay common unit distributions in April 2009 and may not pay
    common unit distributions in future quarters in 2009 depending
    on the Companys taxable income. If the Company is required
    to pay common stock dividends in 2009, we may elect to make
    common unit distributions through some combination of cash,
    common Units
    and/or the
    Companys common shares.
    Mortgage Financing In June 2009, we have
    $125,000 of unsecured debt maturing ($118,955 as of
    April 24, 2009  see Note 17), and in July
    2009 we have $5,025 of secured mortgage debt maturing. We are in
    active discussions with various lenders regarding the
    origination of mortgage financing and the terms and conditions
    thereof. The total loan proceeds are expected to be sufficient
    to meet these maturities. In addition, these loans are expected
    to 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. No assurances can be made that
    new secured financing will be obtained. If we fail to timely
    retire our maturing debt, we will be in default under our
    Unsecured Line of Credit and our senior unsecured debt
    securities.
    Asset Sales We sold two industrial properties
    and one land parcel during the three months ended March 31,
    2009. We are in various stages of discussions with third parties
    for the sale of additional properties for the remainder of 2009
    and plan to continue to market other properties for sale
    throughout 2009. If we are unable to sell properties on an
    advantageous basis, this may impair our liquidity and our
    ability to meet our financial covenants.      3.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K)
 7




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K
      Deferred
    Leasing Intangibles
    March 31,


December 31,2009


2008In-Place Leases

$
71,194


$
75,282Less: Accumulated Amortization


(27,806
)


(27,426
)$
43,388


$
47,856Above Market Leases

$
12,134


$
13,130Less: Accumulated Amortization


(1,900
)


(1,866
)$
10,234


$
11,264Tenant Relationships

$
25,274


$
25,361Less: Accumulated Amortization


(5,685
)


(4,998
)$
19,589


$
20,363Total Deferred Leasing Intangibles, Net

$
73,211


$
79,483     March 31,


December 31,2009


2008Below Market Leases

$
37,545


$
37,489Less: Accumulated Amortization


(11,306
)


(10,412
)Total Deferred Leasing Intangibles, Net

$
26,239


$
27,077    8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recent
    Accounting Pronouncements
  107-1 28-1, Interim Disclosures about Fair Value of Financial
    Instruments (FSP 107-1). FSP 107-1 Disclosures about Fair
    Value of Financial Instruments FSP 107-1
  Noncontrolling Interests in
    Consolidated Financial Statements
  Disclosures about Derivative
    Instruments and Hedging Activities  an amendment of
    FASB Statement No. 133 Accounting for Derivative Instruments and Hedging
    Activities
  FAS 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2). FAS 157-2 Fair Value Measurements
  03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities (EITF 03-6-1), EITF 03-6-1, EITF 03-6-1
  Business Combinations
 9




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14-1 Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1) 14-1
  14-1
  FSP APB 14-1
  APB 14-1
  Balance Sheet As


Adjustments


Adjustments


Balance SheetPreviously


Related to


Related to


AsFiled - as of


SFAS 141R


FSP APB 14-1


Adjusted - as ofDecember 31, 2008


Adoption


Adoption


December 31, 2008Deferred Financing Costs, Net

$
12,197


$



$
(106
)

$
12,091Prepaid Expenses and Other Assets, Net

$
167,889


$
(269
)

$



$
167,620Senior Unsecured Debt, Net

$
1,516,298


$



$
(4,343
)

$
1,511,955General Partner Units

$
629,856


$
(255
)

$
4,654


$
634,255Limited Partners Units

$
122,009


$
(14
)

$
(417
)

$
121,578Total Partners Capital

$
995,668


$
(269
)

$
4,237


$
999,636   4.
    Investments
    in and Advances to Other Real Estate Partnerships   10




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      March 31,


December 31,2009


2008ASSETSAssets:Investment in Real Estate, Net

$
298,211


$
303,262Other Assets, Net


52,581



56,505Total Assets

$
350,792


$
359,767LIABILITIES AND PARTNERS CAPITALLiabilities:Other Liabilities

$
11,538


$
11,670Partners Capital


339,254



348,097Total Liabilities and Partners Capital

$
350,792


$
359,767     Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008Total Revenues, Including Interest Income

$
11,638


$
10,063Property Expenses


(3,791
)


(3,189
)Depreciation and Other Amortization


(4,131
)


(4,548
)Income from Continuing Operations


3,716



2,326Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $811 and $5,444 for the Three Months Ended
    March 31, 2009 and March 31, 2008, respectively)


848



6,858Net Income

$
4,564


$
9,184   5.
    Investments
    in Joint Ventures and Property Management Services       11




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the ThreeMonths EndedMarch 31,


March 31,2009


2008Contributions

$
1,735


$
5,082Distributions

$
3,038


$
4,580Fees

$
2,718


$
4,586   6.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit    Outstanding




EffectiveBalance at


Interest

Interest(As Adjusted)


Rate at

Rate atMarch 31,


December 31,


March 31,

March 31,2009


2008


2009

2009

Maturity DateJuly 2009-Mortgage Loans Payable, Net

$
76,303


$
77,396


5.50%-9.25%

4.58%-9.25%

September 2024Unamortized Premiums


(1,530
)


(1,717
)Mortgage Loans Payable, Gross

$
74,773


$
75,679Senior Unsecured Debt, Net2016 Notes

$
194,541


$
194,524


5.750%

5.91%

01/15/162017 Notes


99,917



99,914


7.500%

7.52%

12/01/172027 Notes


15,057



15,056


7.150%

7.11%

05/15/272028 Notes


199,848



199,846


7.600%

8.13%

07/15/282011 Notes


199,883



199,868


7.375%

7.39%

03/15/112012 Notes


199,580



199,546


6.875%

6.85%

04/15/122032 Notes


49,485



49,480


7.750%

7.87%

04/15/322009 Notes


124,991



124,980


5.250%

4.10%

06/15/092014 Notes


115,292



114,921


6.420%

6.54%

06/01/142011 Exchangeable Notes*


196,051



195,657


4.625%

5.53%

09/15/112017 II Notes


118,170



118,163


5.950%

6.37%

05/15/17Subtotal

$
1,512,815


$
1,511,955Unamortized Discounts


15,685



16,545Senior Unsecured Debt, Gross

$
1,528,500


$
1,528,500Unsecured Line of Credit Total

$
488,608


$
443,284


1.298%

1.298%

09/28/12  12




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    *
    
    On September 25, 2006, we issued the 2011 Exchangeable
    Notes, $175,000 of senior unsecured debt which bears interest at
    a rate of 4.625%. We also granted the initial purchasers of the
    2011 Exchangeable Notes an option exercisable until
    October 4, 2006 to purchase up to an additional $25,000
    principal amount of the 2011 Exchangeable Notes to cover
    over-allotments, if any (the Over-Allotment Option).
    On October 3, 2006, the initial purchasers of the 2011
    Exchangeable Notes exercised their Over-Allotment Option with
    respect to $25,000 in principal amount of the 2011 Exchangeable
    Notes. With the exercise of the Over-Allotment Option, the
    aggregate principal amount of 2011 Exchangeable Notes issued and
    outstanding is $200,000. The 2011 Exchangeable Notes have an
    initial exchange rate of 19.6356 shares of the
    Companys common stock per $1,000 principal amount,
    representing an exchange price of approximately $50.93 per
    common share and an exchange premium of approximately 20% based
    on the last reported sale price of $42.44 per share of the
    Companys common stock on September 19, 2006.In connection with our offering of the 2011 Exchangeable Notes,
    we entered into capped call transactions (the capped call
    transactions) with affiliates of two of the initial
    purchasers of the 2011 Exchangeable Notes (the option
    counterparties) in order to increase the effective
    exchange price of the 2011 Exchangeable Notes to $59.42 per
    share of the Companys common stock, which represents an
    exchange premium of approximately 40% based on the last reported
    sale price of $42.44 per share of the Companys common
    stock on September 19, 2006. The aggregate cost of the
    capped call transactions was approximately $6,835. The capped
    call transactions are expected to reduce the potential dilution
    with respect to the Companys common stock upon exchange of
    the 2011 Exchangeable Notes to the extent the then market value
    per share of the Companys common stock does not exceed the
    cap price of the capped call transaction during the observation
    period relating to an exchange. The cost of the capped call is
    accounted for as a hedge and included in shareholders
    equity because the derivative is indexed to the Companys
    own stock and meets the scope exception in SFAS 133.    AmountRemainder of 2009

$
132,3922010


15,8152011


407,6572012


693,3832013


2,523Thereafter


840,111Total

$
2,091,881    13




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Partners
    Capital  lock-up
  Unit
    Contributions:
      Distributions:
    Three Months EndedMarch 31, 2009Distribution


Totalper Unit


DistributionSeries F Preferred Units

$
1,559.00


$
780Series G Preferred Units

$
1,809.00


$
452Series J Preferred Units

$
4,531.30


$
2,719Series K Preferred Units

$
4,531.30


$
906   8.
    Acquisition
    of Real Estate   14




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008In-Place Leases

$



$
4,868Above Market Leases

$



$
61Tenant Relationships

$



$
2,299Below Market Leases

$



$
(524
)     Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008In-Place Leases


N/A



41Above Market Leases


N/A



43Tenant Relationships


N/A



93Below Market Leases


N/A



35   9.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations  Accounting for
    the Impairment of Disposal of Long-Lived Assets
     15




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008Total Revenues

$
978


$
12,653Property Expenses


(472
)


(4,998
)Depreciation and Amortization


(260
)


(3,091
)Gain on Sale of Real Estate


3,602



67,917Benefit (Provision) for Income Taxes


106



(407
)Income from Discontinued Operations

$
3,954


$
72,074     10.
    Supplemental
    Information to Statements of Cash Flows    (As Adjusted)Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2009


2008Interest paid, net of capitalized interest

$
28,534


$
29,677Capitalized interest

$
281


$
2,107Supplemental schedule of non-cash investing and financing
    activities:Distribution payable on units

$



$
36,423Exchange of limited partnership units for general partnership
    units:Limited partnership units

$
(2,521
)

$
(3,678
)General partnership units


2,521



3,678$



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

$



$
(251
)Write-off of fully depreciated assets

$
(15,777
)

$
(14,013
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$
2,800


$
40,282  16




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##### Table of Contents



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


Three MonthsEnded


EndedMarch 31,


March 31,2009


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

$
(16,827
)

$
(17,861
)Gain on Sale of Real Estate, Net of Income Tax


431



6,080Preferred Distributions


(4,857
)


(4,857
)Loss from Continuing Operations Available to Unitholders

$
(21,253
)

$
(16,638
)Discontinued Operations, Net of Income Tax

$
3,954


$
72,074Discontinued Operations Allocable to Participating Securities






(1,017
)Discontinued Operations Available to Unitholders

$
3,954


$
71,057Net (Loss) Income Available to Unitholders

$
(17,299
)

$
55,436Net Income Allocable to Participating Securities






(1,017
)Net (Loss) Income Available to Unitholders

$
(17,299
)

$
54,419Denominator:Weighted Average Units  Basic and Diluted


49,918,730



49,407,094Basic and Diluted EPU:Loss from Continuing Operations Available to Unitholders

$
(0.43
)

$
(0.34
)Discontinued Operations Available to Unitholders

$
0.08


$
1.44Net (Loss) Income Available to Unitholders

$
(0.35
)

$
1.10   EITF 03-6-1,
     17




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      12.
    Restructuring
    Costs    13.
    Stock
    Based Compensation        March 31,2009Stock price

$
2.45Exercise price

$
7.94Expected dividend yield


0.0
%Expected stock volatility


136.1
%Risk-free interest rate


0.36
%Expected life (years)


0.56Value

$
0.25    18




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Derivatives          iii) 3-month 30-year Accounting for Derivative Instruments and Hedging
    Activities,
 19




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##### Table of Contents



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


Fair Value As ofHedge Product

Notional Amount


Strike


Trade Date


Maturity Date


March 31, 2009


December 31, 2008Derivatives designated as hedging instruments under
    SFAS 133:Forward-Starting Agreement 1

$
59,750



4.0725
%


January 2008



May 15, 2014


$
(4,826
)

$
(3,429
)Forward-Starting Agreement 2


59,750



4.0770
%


January 2008



May 15, 2014



(4,786
)


(3,452
)Interest Rate Swap Agreement


50,000



2.4150
%


March 2008



April 1, 2010



(764
)


(858
)Total derivatives designated as hedging instruments under
    SFAS 133

$
169,500














$
(10,376
)

$
(7,739
)Derivatives not designated as hedging instruments under
    SFAS 133:Series F Agreement


50,000



5.2175
%


October 2008



October 1, 2013



(1,574
)


(3,073
)Total Derivatives

$
219,500











Total


$
(11,950
)

$
(10,812
)   Amount of Loss Recognized inLocation of Gain


Gain Reclassified from




Income onDerivatives in







Reclassified from


OCI into Income




DerivativeSFAS 133

Loss Recognized in OCI (Effective Portion)


Accumulated


(Effective Portion)


Location of Loss

(Ineffective Portion)Cash Flow

Three Months Ended


OCI into Income


Three Months Ended


Recognized in

Three Months EndedHedging

March 31,


March 31,


(Effective


March 31,


March 31,


Income

March 31,


March 31,Relationships

2009


2008


Portion)


2009


2008


(Ineffective Portion)

2009


2008Interest Rate Products*

$
(2,253
)

$
(1,435
)


Interest
    Expense


$
206


$
187


Mark-to-Market Gain
    on Interest Rate
    Protection Agreements

$
(384
)

$
     *
    
    Includes Forward Starting Agreement 1, Forward Starting
    Agreement 2, Interest Rate Swap Agreement and interest rate
    protection agreements settled in previous periods.       20




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##### Table of Contents



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


Significant Other


UnobservableMarch 31,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Liabilities:Forward Starting Agreements 1 and 2

$
9,612






$
9,612



Interest Rate Swap Agreement

$
764






$
764



Series F Agreement

$
1,574










$
1,574     30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning liability balance

$
(3,073
)Total unrealized gains:Gains included in Mark-to-Market Gain on Interest Rate
    Protection Agreements


1,499Ending liability balance

$
(1,574
)   15.
    Commitments
    and Contingencies   21




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The Equity Method of Accounting
    for Investments in Common Stock
    16.
    Related
    Party Transactions    17.
    Subsequent
    Events       22




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up Form 10-K Form 10-K), Form 10-Q,
  GENERAL
       23




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##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
       MANAGEMENTS
    OVERVIEW
     24




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##### Table of Contents



and/or
     25




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##### Table of Contents



Current
    Business Risks and Uncertainties
        
    Retained Capital We plan to retain capital by
    making per Unit distributions equivalent to the per share
    dividends the Company is required to make on its common stock to
    meet its minimum distribution requirements as a REIT. We did not
    pay common unit distributions in April 2009 and may not pay
    common unit distributions in future quarters in 2009 depending
    on the Companys taxable income. If the Company is required
    to pay common stock dividends in 2009, we may elect to make
    common unit distributions through some combination of cash,
    common Units
    and/or the
    Companys common shares.
    Mortgage Financing In June 2009, we have
    $125.0 million of unsecured debt maturing
    ($119.0 million as of April 24, 2009  see
    Subsequent Events), and in July 2009 we have $5.0 million
    of secured mortgage debt maturing. We are in active discussions
    with various lenders regarding the origination of mortgage
    financing and the terms and conditions there of. The total loan
    proceeds are expected to be sufficient to meet these maturities.
    In addition, these loans are expected to 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. No assurances can be made that new
    secured financing will be obtained. If we fail to timely retire
    our maturing debt, we will be in default under our Unsecured
    Line of Credit and our senior unsecured debt securities.
    Asset Sales We sold two industrial properties
    and one land parcel during the three months ended March 31,
    2009. We are in various stages of discussions with third parties
    for the sale of additional properties for the remainder of 2009
    and plan to continue to market other properties for sale
    throughout 2009. If we are unable to sell properties on an
    advantageous basis, this may impair our liquidity and our
    ability to meet our financial covenants.   26




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2009 to Three Months Ended
    March 31, 2008
       27




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008


$ Change


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

$
68,450


$
72,408


$
(3,958
)


(5.5
)%Acquired Properties


5,936



832



5,104



613.5
%Sold Properties


317



12,277



(11,960
)


(97.4
)%(Re)Developments and Land, Not Included Above


4,792



1,169



3,623



309.9
%Other


4,506



6,126



(1,620
)


(26.4
)%$
84,001


$
92,812


$
(8,811
)


(9.5
)%Discontinued Operations


(978
)


(12,653
)


11,675



(92.3
)%Subtotal Revenues

$
83,023


$
80,159


$
2,864



3.6
%Construction Revenues


18,431



22,954



(4,523
)


(19.7
)%Total Revenues

$
101,454


$
103,113


$
(1,659
)


(1.6
)%  28




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008


$ Change


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

$
24,223


$
24,061


$
162



0.7
%Acquired Properties


1,156



185



971



524.9
%Sold Properties


112



4,283



(4,171
)


(97.4
)%(Re)Developments and Land, Not Included Above


2,180



1,031



1,149



111.4
%Other


2,623



4,283



(1,660
)


(38.8
)%$
30,294


$
33,843


$
(3,549
)


(10.5
)%Discontinued Operations


(472
)


(4,998
)


4,526



(90.6
)%Total Property Expenses

$
29,822


$
28,845


$
977



3.4
%Construction Expenses


17,883



22,301



(4,418
)


(19.8
)%Total Property and Construction Expenses

$
47,705


$
51,146


$
(3,441
)


(6.7
)%         28




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008


$ Change


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

$
29,113


$
29,622


$
(509
)


(1.7
)%Acquired Properties


3,315



683



2,632



385.4
%Sold Properties


108



2,951



(2,843
)


(96.3
)%(Re)Developments and Land, Not Included Above and Other


2,213



1,500



713



47.5
%Corporate Furniture, Fixtures and Equipment


597



461



136



29.5
%$
35,346


$
35,217


$
129



0.4
%Discontinued Operations


(260
)


(3,091
)


2,831



(91.6
)%Total Depreciation and Other Amortization

$
35,086


$
32,126


$
2,960



9.2
%           30-year
  Mark-to-Market
       29




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2009


March 31, 2008($ in 000s)Total Revenues

$
978


$
12,653Property Expenses


(472
)


(4,998
)Depreciation and Amortization


(260
)


(3,091
)Gain on Sale of Real Estate


3,602



67,917Benefit (Provision) for Income Taxes


106



(407
)Income from Discontinued Operations

$
3,954


$
72,074       Accounting for the Impairment or Disposal of
    Long-Lived Assets
  LIQUIDITY
    AND CAPITAL RESOURCES
    and/or
 30




---



##### Table of Contents



Three
    Months Ended March 31, 2009
             31




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
   32




---



##### Table of Contents



Subsequent
    Events
        Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13(a)-15(e) Rules 13(a)-15(b)
   33




---



##### Table of Contents



PART II.
    OTHER INFORMATION
  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    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 34




---



##### Table of Contents



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 By:
    /s/  Scott
    A. Musil       35




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##### 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 36