<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               FORM 10-K/A No. 1

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the fiscal year ended December 31, 2000
                                       OR

( )  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For 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               (I.R.S. Employer
         incorporation or organization)               Identification No.)



311 S. WACKER DRIVE, SUITE 4000, CHICAGO, ILLINOIS           60606
     (Address of principal executive offices)              (Zip Code)



                                 (312) 344-4300
              (Registrant's telephone number, including area code)




           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE



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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes  X    No    .
                                         ---      ---

<PAGE>   2

                             FIRST INDUSTRIAL, L.P.

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                            <C>
PART I.

     Item 1.     Business......................................................................................  3
     Item 2.     The Properties................................................................................  6
     Item 3.     Legal Proceedings............................................................................. 29
     Item 4.     Submission of Matters to a Vote of Security Holders........................................... 29



PART II.

     Item 5.     Market for Registrant's Common Equity and Related Stockholder Matters......................... 30
     Item 6.     Selected Financial Data....................................................................... 31
     Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations......... 34
     Item 7a.    Quantitative and Qualitative Disclosures About Market Risk.................................... 44
     Item 8.     Financial Statements and Supplementary Data................................................... 44
     Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosures......... 44



PART III.

     Item 10.    Directors and Executive Officers of the Registrant............................................ 44
     Item 11.    Executive Compensation........................................................................ 44
     Item 12.    Security Ownership of Certain Beneficial Owners and Management................................ 44
     Item 13.    Certain Relationships and Related Transactions................................................ 44



PART IV.

     Item 14.    Exhibits, Financial Statements, Financial Statement Schedule and Reports on Form 8-K.......... 45



SIGNATURES..................................................................................................... 49
</TABLE>


                                       1
<PAGE>   3

          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. First Industrial, L.P.
(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 those 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 capital, interest rates,
competition, supply and demand for industrial properties in the Operating
Partnership's current and proposed market areas and 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.



                                       2
<PAGE>   4

                                     PART I
ITEM 1.   BUSINESS
                                   THE COMPANY
     GENERAL

          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 84.3% ownership interest at December 31, 2000. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $350.0 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 limited partners of the Operating Partnership
own, in the aggregate, approximately a 15.7% interest in the Operating
Partnership at December 31, 2000.

          The Operating Partnership is the sole member of several limited
liability companies (the "L.L.C.s") and the majority economic stockholder of FR
Development Services, Inc., and holds at least a 99% limited partnership
interest (subject in one case, as described below, to a preferred limited
partnership interest) in First Industrial Financing Partnership, L.P. (the
"Financing Partnership"), First Industrial Securities, L.P. (the "Securities
Partnership"), First Industrial Mortgage Partnership, L.P. (the "Mortgage
Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania
Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"),
First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), TK-SV,
LTD., and First Industrial Development Services, L.P. (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 10% equity
interests in, and provides asset and property management services to, two joint
ventures which invest in 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 general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest in the Securities Partnership which entitles it to receive
a fixed quarterly distribution, and results in it being allocated income in the
same amount, equal to the fixed quarterly dividend the Company pays on its 9.5%,
$.01 par value, Series A Cumulative Preferred Stock.

          As of December 31, 2000, the Operating Partnership, the L.L.C.s and FR
Development Services, Inc. (hereinafter defined as the "Consolidated Operating
Partnership") owned 865 in-service industrial properties, containing an
aggregate of approximately 55.6 million square feet of gross leasable area
("GLA"). On a combined basis, as of December 31, 2000, the Other Real Estate
Partnerships owned 104 in-service industrial properties, containing an aggregate
of approximately 12.6 million square feet of GLA. Of the 104 industrial
properties owned by the Other Real Estate Partnerships at December 31, 2000, 22
are held by the Mortgage Partnership, 24 are held by the Pennsylvania
Partnership, 22 are held by the Securities Partnership, 22 are held by the
Financing Partnership, six are held by the Harrisburg Partnership, six are held
by the Indianapolis Partnership, one is held by First Industrial Development
Services, L.P. and one is held by TK-SV, LTD.

          The Consolidated Operating Partnership utilizes an operating approach
which combines the effectiveness of decentralized, locally based property
management, acquisition, sales and development functions with the cost
efficiencies of centralized acquisition, sales and development support, capital
markets expertise, asset management and fiscal control systems. At March 23,
2001, the Consolidated Operating Partnership had 283 employees.

          The Consolidated Operating Partnership has grown and will seek to
continue to grow through the development of industrial properties and the
acquisition of additional industrial properties.



                                       3
<PAGE>   5

BUSINESS OBJECTIVES AND GROWTH PLANS

          The Consolidated Operating Partnership's fundamental business
objective is to maximize the total return to its partners through increases in
per unit distributions and increases in the value of the Consolidated Operating
Partnership's properties and operations. The Consolidated Operating
Partnership's growth plan includes the following elements:


-         Internal Growth. The Consolidated Operating Partnership seeks to grow
          internally by (i) increasing revenues by renewing or re-leasing spaces
          subject to expiring leases at higher rental levels; (ii) increasing
          occupancy levels at properties where vacancies exist and maintaining
          occupancy elsewhere; (iii) controlling and minimizing property
          operating and general and administrative expenses; (iv) renovating
          existing properties; and (v) increasing ancillary revenues from
          non-real estate sources.

-         External Growth. The Consolidated Operating Partnership seeks to grow
          externally through (i) the development of industrial properties; (ii)
          the acquisition of portfolios of industrial properties, industrial
          property businesses or individual properties which meet the
          Consolidated Operating Partnership's investment parameters and
          geographic target markets; and (iii) the expansion of its properties.


BUSINESS STRATEGIES

          The Consolidated Operating Partnership utilizes the following six
strategies in connection with the operation of its business:

-         Organization Strategy. The Consolidated Operating Partnership
          implements its decentralized property operations strategy through the
          use of experienced regional management teams and local property
          managers. Each operating region is headed by a managing director, who
          is a senior executive officer of, and has an equity interest in, the
          Company. The Consolidated Operating Partnership provides acquisition,
          development and financing assistance, asset management oversight and
          financial reporting functions from its headquarters in Chicago,
          Illinois to support its regional operations. The Consolidated
          Operating Partnership believes the size of its portfolio enables it to
          realize operating efficiencies by spreading overhead over many
          properties and by negotiating quantity purchasing discounts.

-         Market Strategy. The Consolidated Operating Partnership's market
          strategy is to concentrate on the top 25 industrial real estate
          markets in the United States. These 25 markets were selected based
          upon (i) the strength of their industrial real estate fundamentals,
          including increased industrial demand expectations from e-commerce and
          supply chain management; (ii) their history and future outlook for
          continued economic growth and diversity; and (iii) a minimum market
          size of 100 million square feet of industrial space. Due to this
          market strategy, the Consolidated Operating Partnership plans on
          exiting the markets of Cleveland, Columbus, Dayton, Des Moines, Grand
          Rapids, Long Island and New Orleans/Baton Rouge. The net proceeds from
          the sales of properties in these markets will be used to bolster the
          Consolidated Operating Partnership's holdings in Atlanta,
          Baltimore/Washington, Chicago, Cincinnati/Louisville, Dallas/Fort
          Worth, Denver, Detroit, Harrisburg/Central Pennsylvania, Houston,
          Indianapolis, Los Angeles, Milwaukee, Minneapolis, Nashville, Northern
          New Jersey, Philadelphia, Phoenix, Portland, Salt Lake City, St. Louis
          and Tampa and to potentially enter new markets which fit its market
          strategy. The Consolidated Operating Partnership plans on exiting
          these markets in the next one to three years and is projected to incur
          closing costs between the range of 3% to 5% of gross sales proceeds.
          There can be no assurance that these properties will be sold in this
          time frame or the Consolidated Operating Partnership will incur
          closing costs within the range stated above.

-         Disposition Strategy. As mentioned in the Market Strategy section
          above, the Consolidated Operating Partnership is planning to exit the
          markets of Cleveland, Columbus, Dayton, Des Moines, Grand Rapids, Long
          Island and New Orleans/Baton Rouge. The Consolidated Operating
          Partnership also continues to evaluate local market conditions and
          property-related factors in its other markets and will consider
          disposition of select assets.

-         Acquisition/Development Strategy. The Consolidated Operating
          Partnership's acquisition/development strategy is to concentrate on
          the top 25 markets mentioned in the Market Strategy section above. The
          Consolidated Operating Partnership will use its Integrated Industrial
          Solutions(TM) capabilities to target these markets. Of the

                                       4
<PAGE>   6

          969 properties in the Consolidated Operating Partnership's and Other
          Real Estate Partnerships' combined portfolios at December 31, 2000,
          233 properties have been developed by either the Consolidated
          Operating Partnership, the Other Real Estate Partnerships, or its
          former management. The Consolidated Operating Partnership will
          continue to leverage the development capabilities of its management,
          many of whom are leading developers in their respective markets.

-         Financing Strategy. The Consolidated Operating Partnership plans on
          utilizing net sales proceeds from property sales as well as borrowings
          under its $300 million unsecured line of credit to finance future
          acquisitions and developments. As of March 23, 2001, the Consolidated
          Operating Partnership had approximately $228.0 million available in
          additional borrowings under its $300 million unsecured line of credit.

-         Leasing and Marketing Strategy. The Consolidated Operating Partnership
          has an operational management strategy designed to enhance tenant
          satisfaction and portfolio performance. The Consolidated Operating
          Partnership pursues an active leasing strategy, which includes
          aggressively marketing available space, renewing existing leases at
          higher rents per square foot and seeking leases which provide for the
          pass-through of property-related expenses to the tenant. The
          Consolidated Operating Partnership also has local and national
          marketing programs which focus on the business and brokerage
          communities and national tenants.

RECENT DEVELOPMENTS

          In 2000, the Consolidated Operating Partnership acquired or completed
development of 103 properties, redeveloped one property and acquired several
parcels of land for a total estimated investment of approximately $440.1
million. The Consolidated Operating Partnership also sold 104 in-service
properties, one property that was out of service and several parcels of land for
a gross sales price of approximately $404.0 million

          During the period January 1, 2001 through March 23, 2001, the
Consolidated Operating Partnership acquired 13 industrial properties and several
land parcels for a total estimated investment of approximately $45.5 million.
The Consolidated Operating Partnership also sold eight industrial properties and
one land parcel for approximately $19.5 million of gross proceeds.

          On March 9, 2001, the Operating Partnership declared a first quarter
distribution of $.6575 per unit which is payable on April 23, 2001. The
Operating Partnership also declared first quarter 2001 preferred unit
distributions of $54.688 per unit on its 8 3/4% Series B Cumulative Preferred
Units, $53.906 per unit on its 8 5/8% Series C Cumulative Preferred Units,
$49.687 per unit on its 7.95% Series D Cumulative Preferred Units and $49.375
per unit on its 7.90% Series E Cumulative Preferred Units. The preferred unit
distributions are payable on April 2, 2001.

          On March 19, 2001, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200.0 million of unsecured notes in a private
offering at an offering price of 99.695%. The unsecured notes mature on March
15, 2011 and bear a coupon interest rate of 7.375%.

FUTURE PROPERTY ACQUISITIONS, DEVELOPMENTS AND PROPERTY SALES

          The Consolidated Operating Partnership has an active acquisition and
development program through which it is continually engaged in identifying,
negotiating and consummating portfolio and individual industrial property
acquisitions and developments. As a result, the Consolidated Operating
Partnership is currently engaged in negotiations relating to the possible
acquisition and development of certain industrial properties located in certain
of the Consolidated Operating Partnership's top 25 markets.

          The Consolidated Operating Partnership also has an active sales
program. As a result, the Consolidated Operating Partnership is currently
engaged in negotiations relating to the possible sales of certain industrial
properties in the Consolidated Operating Partnership's current portfolio.

          When evaluating potential industrial property acquisitions and
developments, as well as potential industrial property sales, the Consolidated
Operating Partnership will consider such factors as: (i) the geographic area and
type of property; (ii) the location, construction quality, condition and design
of the property; (iii) the potential for capital appreciation of the property;
(iv) the ability of the Consolidated Operating Partnership to improve the
property's performance through renovation; (v) the terms of tenant leases,
including the potential for rent increases; (vi) the potential for economic
growth and the tax and regulatory environment of the area in which the property
is located; (vii) the potential for expansion of the physical layout of the
property and/or the number of sites; (viii) the occupancy and demand by tenants
for properties of a similar type in the vicinity; and (ix) competition from
existing properties and the potential for the construction of new properties in
the area.



                                       5
<PAGE>   7

                                    INDUSTRY


          Industrial properties are typically used for the design, assembly,
packaging, storage and distribution of goods and/or the provision of services.
As a result, the demand for industrial space in the United States is related to
the level of economic output. Historically, occupancy rates for industrial
property in the United States have been higher than those for other types of
commercial property. The Consolidated Operating Partnership believes that the
higher occupancy rate in the industrial property sector is a result of the
construction-on-demand nature of, and the comparatively short development time
required for, industrial property. For the five years ended December 31, 2000,
the occupancy rates for industrial properties in the United States have ranged
from 91.2%* to 93.3%*, with an occupancy rate of 93.3%* at December 31, 2000.

ITEM 2.   THE PROPERTIES

GENERAL

          At December 31, 2000, the Consolidated Operating Partnership and the
Other Real Estate Partnerships owned 969 in-service properties (865 of which
were owned by the Consolidated Operating Partnership and 104 of which were owned
by the Other Real Estate Partnerships) containing an aggregate of approximately
68.2 million square feet of GLA (55.6 million square feet of which comprised the
properties owned by the Consolidated Operating Partnership and 12.6 million
square feet of which comprised the properties owned by the Other Real Estate
Partnerships) in 25 states, with a diverse base of more than 2,800 tenants
engaged in a wide variety of businesses, including manufacturing, retail,
wholesale trade, distribution and professional services. The properties are
generally located in business parks which have convenient access to interstate
highways and rail and air transportation. The weighted average age of the
Consolidated Operating Partnership's and the Other Real Estate Partnerships'
properties on a combined basis as of December 31, 2000 was approximately 14.7
years. The Consolidated Operating Partnership and Other Real Estate Partnerships
maintain insurance on their respective properties that the Consolidated
Operating Partnership and Other Real Estate Partnerships believe is adequate.

          The Consolidated Operating Partnership and the Other Real Estate
Partnerships classify their properties into five industrial categories: Light
industrial, bulk warehouse, R&D/flex, regional warehouse and manufacturing.
While some properties may have characteristics which fall under more than one
property type, the Consolidated Operating Partnership and the Other Real Estate
Partnerships have used what they believe is the most dominant characteristic to
categorize the property.

          The following tables summarize certain information as of December 31,
2000 with respect to the properties owned by the Consolidated Operating
Partnership, each of which is wholly-owned. Information in the tables excludes
properties under development at December 31, 2000. The following describes the
different industrial categories:

          -    Light industrial properties generally are of less than 100,000
               square feet, have a ceiling height of 16 to 21 feet, are
               comprised of 5% - 50% of office space, contain less than 50% of
               manufacturing space and have a land use ratio of 4:1. The land
               use ratio is the ratio of the total property area to that not
               occupied by the building.
          -    Bulk warehouse buildings generally are of more than 100,000
               square feet, have a ceiling height of at least 22 feet, are
               comprised of 5% - 15% of office space, contain less than 25% of
               manufacturing space and have a land use ratio of 2:1.
          -    R&D/flex buildings generally are of less than 100,000 square
               feet, have a ceiling height of less than 16 feet, are comprised
               of 50% or more of office space, contain less than 25% of
               manufacturing space and have a land use ratio of 4:1.
          -    Regional warehouses generally are of less than 100,000 square
               feet, have a ceiling height of at least 22 feet, are comprised of
               5% - 15% of office space, contain less than 25% of manufacturing
               space and have a land use ratio of 2:1.
          -    Manufacturing properties are a diverse category of buildings that
               generally have a ceiling height of 10 - 18 feet, are comprised of
               5% - 15% of office space, contain less than 50% of manufacturing
               space and have a land use ratio of 4:1.


          * SOURCE: TORTO WHEATON RESEARCH


                                       6
<PAGE>   8

                       CONSOLIDATED OPERATING PARTNERSHIP
                                PROPERTY SUMMARY

<TABLE>
<CAPTION>
                       Light Industrial       Bulk Warehouse          R&D Flex        Regional Warehouse     Manufacturing
                    --------------------- --------------------- -------------------- -------------------- --------------------
                               Number of             Number of            Number of            Number of            Number of
Metropolitan Area      GLA     Properties     GLA    Properties    GLA    Properties    GLA    Properties   GLA     Properties
------------------- ---------- ---------- ---------- ---------- --------- ---------- --------- ---------- --------- ----------
<S>                 <C>        <C>        <C>        <C>        <C>       <C>        <C>       <C>        <C>       <C>
Atlanta, GA            366,882      6      3,079,307     11           ---     ---      184,846       2      419,600      3

Baltimore, MD          650,725     11        292,640      2           ---     ---          ---     ---      171,000      1

Baton Rouge, LA        116,347      3        108,800      1           ---     ---          ---     ---          ---    ---

Central
Pennsylvania               ---    ---            ---    ---           ---     ---       70,000       1          ---    ---

Chicago, IL          1,757,174     33      2,653,426     12       188,185       3      234,802       3    1,069,167      6

Cincinnati, OH         334,220      2      1,348,880      6           ---     ---          ---     ---          ---    ---

Cleveland, OH              ---    ---            ---    ---       102,500       1          ---     ---          ---    ---

Columbus, OH               ---    ---      1,653,534      4       217,612       2          ---     ---      255,470      1

Dallas, TX             754,833     21      1,539,888     10       193,507       9      583,801       9      224,984      2

Dayton, OH             322,746      6            ---    ---        20,000       1          ---     ---          ---    ---

Denver, CO           1,998,681     45        202,939      2     1,866,591      47      301,492       5          ---    ---

Des Moines, IA             ---    ---        879,040      5           ---     ---          ---     ---          ---    ---

Detroit, MI          2,516,870     95      1,079,130      9       593,246      20      859,566      20       17,240      1

Grand Rapids, MI       418,311      9      1,013,625      6        10,000       1          ---     ---      413,500      1

Houston, TX            507,090      8      2,191,077     13       200,112       3      432,525       6          ---    ---

Indianapolis, IN       727,980     16      1,709,625      8        48,200       4      235,310       7       54,000      1

Long Island, NY        433,984     15            ---    ---           ---     ---       36,880       1          ---    ---

Los Angeles, CA         99,749      5            ---    ---           ---     ---          ---     ---          ---    ---

Louisville, KY             ---    ---        443,500      2           ---     ---          ---     ---          ---    ---

Milwaukee, WI          290,826      6        100,000      1           ---     ---       39,800       1          ---    ---

Minneapolis/
St. Paul, MN         1,195,385     22      1,626,149      8       661,748      10      537,034       5      790,732     11

Nashville, TN          334,061      7      1,344,298      9           ---     ---          ---     ---      109,058      1

New Orleans, LA        395,831     10            ---    ---       169,801       5       40,500       1          ---    ---

N. New Jersey        1,361,379     37        895,798      4       510,072      14      192,153       3          ---    ---

Phoenix, AZ             96,845      2            ---    ---           ---     ---          ---     ---          ---    ---

Portland, OR           734,032     31            ---    ---        53,021       2          ---     ---          ---    ---

Salt Lake City, UT     591,276     40            ---    ---       146,937       6          ---     ---          ---    ---

S. New Jersey          919,654     22        323,750      2           ---     ---      209,300       3       22,738      1

St. Louis, MO          383,407      8        589,519      4           ---     ---          ---     ---          ---    ---

Tampa, FL              588,300     18        213,744      2       564,557      23      398,309       7          ---    ---

Other (a)                  ---    ---        583,855      5           ---     ---       50,000       1      346,103      6
                    ----------  -----     ----------  -----     ---------  ------    ---------  ------    ---------  -----
     Total          17,896,588    478     23,872,524    126     5,546,089     151    4,406,318      75    3,893,592     35
                    ==========  =====     ==========  =====     =========  ======    =========  ======    =========  =====
</TABLE>


     (a)  Properties are located in Denton, Texas; Abilene, Texas; McAllen,
          Texas; Wichita, Kansas; West Lebanon, New Hampshire and Shreveport,
          Louisiana.



                                       7
<PAGE>   9

                       CONSOLIDATED OPERATING PARTNERSHIP
                             PROPERTY SUMMARY TOTALS



<TABLE>
<CAPTION>
                                                          TOTALS
                                  -----------------------------------------------------------
                                                                                   GLA AS A %
                                                  NUMBER OF        OCCUPANCY AT     OF TOTAL
      METROPOLITAN AREA               GLA         PROPERTIES         12/31/00       PORTFOLIO
-----------------------------     ----------      ----------       ------------    ----------
<S>                               <C>             <C>              <C>             <C>
Atlanta, GA                        4,050,635           22               98%            7.3%
Baltimore, MD                      1,114,365           14               96%            2.0%
Baton Rouge, LA                      225,147            4               97%            0.4%
Central Pennsylvania                  70,000            1              100%            0.1%
Chicago, IL                        5,902,754           57               93%           10.6%
Cincinnati, OH                     1,683,100            8               92%            3.0%
Cleveland, OH                        102,500            1              100%            0.2%
Columbus, OH                       2,126,616            7               96%            3.8%
Dallas, TX                         3,297,013           51               99%            5.9%
Dayton, OH                           342,746            7               96%            0.6%
Denver, CO                         4,369,703           99               95%            7.9%
Des Moines, IA                       879,040            5               99%            1.6%
Detroit, MI                        5,066,052          145               97%            9.1%
Grand Rapids, MI                   1,855,436           17              100%            3.3%
Houston, TX                        3,330,804           30               95%            6.0%
Indianapolis, IN                   2,775,115           36               89%            5.0%
Long Island, NY                      470,864           16               96%            0.8%
Los Angeles, CA                       99,749            5               90%            0.2%
Louisville, KY                       443,500            2              100%            0.8%
Milwaukee, WI                        430,626            8               95%            0.8%
Minneapolis/St. Paul, MN           4,811,048           56               94%            8.7%
Nashville, TN                      1,787,417           17               96%            3.2%
New Orleans, LA                      606,132           16               96%            1.1%
N. New Jersey                      2,959,402           58               94%            5.3%
Phoenix, AZ                           96,845            2               87%            0.2%
Portland, OR                         787,053           33               88%            1.4%
Salt Lake City, UT                   738,213           46               82%            1.3%
S. New Jersey                      1,475,442           28               90%            2.7%
St. Louis, MO                        972,926           12              100%            1.7%
Tampa, FL                          1,764,910           50               93%            3.2%
Other (a)                            979,958           12              100%            1.8%
                                  ----------      ----------       ------------    ----------
   Total or Average               55,615,111          865               95%          100.0%
                                  ==========      ==========       ============    ==========
</TABLE>


     (a)  Properties are located in Denton, Texas; Abilene, Texas; McAllen,
          Texas; Wichita, Kansas; West Lebanon, New Hampshire and Shreveport,
          Louisiana.



                                       8
<PAGE>   10
         The following tables summarize certain information as of December 31,
2000 with respect to the properties owned by the Other Real Estate Partnerships,
each of which is wholly-owned.



                         OTHER REAL ESTATE PARTNERSHIPS
                                PROPERTY SUMMARY

<TABLE>
<CAPTION>

                       Light Industrial     Bulk Warehouse        R&D Flex        Regional Warehouse   Manufacturing
                      ------------------- ------------------- ------------------  ------------------ -------------------
                                Number of           Number of           Number of          Number of           Number of
 Metropolican Area      GLA     Properties  GLA     Properties  GLA     Properties  GLA    Properties  GLA     Properties
--------------------  --------- --------- --------- --------- --------- --------  -------- --------- --------- --------
<S>                    <C>        <C>     <C>        <C>       <C>       <C>      <C>       <C>         <C>      <C>
Atlanta, GA             59,959     1      1,037,338    3       153,508     4       90,289     1           ---    ---
Baltimore, MD           65,860     1           ---    ---       78,418     1          ---    ---          ---    ---
Central                383,070     4      3,645,392    14          ---    ---     117,579     3           ---    ---
Pennsylvania
Chicago, IL            150,115     3       760,168     4        49,730     1       50,000     1           ---    ---
Des Moines, IA          75,072     3           ---    ---          ---    ---      88,000     1           ---    ---
Detroit, MI            380,254     8           ---    ---       33,092     2       66,395     1           ---    ---
Grand Rapids, MI        80,000     1       822,500     5           ---    ---         ---    ---       31,750     1
Indianapolis, IN           ---    ---     1,796,341    5           ---    ---      60,000     1           ---    ---
Milwaukee, WI              ---    ---          ---    ---       93,705     2       39,468     1       468,000     1
Minneapolis/St.        130,647     2           ---    ---          ---    ---         ---    ---      533,390     3
Paul, MN
Nashville, TN              ---    ---      160,661     1           ---    ---         ---    ---          ---    ---
Philadelphia, PA       273,775     12      324,320     2        36,802     2       46,750     1        56,827     2
St. Louis, MO              ---    ---      245,000     2           ---    ---         ---    ---          ---    ---
Tampa, FL                  ---    ---          ---    ---       44,427     1          ---    ---          ---    ---
Other (a)               99,000     3           ---    ---          ---    ---         ---    ---          ---    ---
                      --------- --------- --------- --------- --------- --------  -------- --------- --------- --------
            Total     1,697,752    38     8,791,720    36      489,682    13      558,481     10     1,089,967    7
                      ========= ========= ========= ========= ========= ========  ======== ========= ========= ========
</TABLE>


(a)      Properties are located in Austin, Texas.






                                       10
<PAGE>   11
                         OTHER REAL ESTATE PARTNERSHIPS
                            PROPERTY SUMMARY TOTALS


<TABLE>
<CAPTION>

                                                                      TOTALS
                                   -----------------------------------------------------------------------------
                                                                                                    GLA AS A %
                                                          NUMBER OF            OCCUPANCY AT          OF TOTAL
      METROPOLITAN AREA                  GLA              PROPERTIES             12/31/00           PORTFOLIO
-------------------------------    ----------------    -----------------    -------------------    -------------
<S>                                    <C>                 <C>                   <C>                   <C>
Atlanta, GA                              1,341,094            9                    94%                    10.6%
Baltimore, MD                              144,278            2                    97%                     1.1%
Central Pennsylvania                     4,146,041            21                   98%                    32.8%
Chicago, IL                              1,010,013            9                    97%                     8.0%
Des Moines, IA                             163,072            4                    78%                     1.3%
Detroit, MI                                479,741            11                   99%                     3.8%
Grand Rapids, MI                           934,250            7                    100%                    7.4%
Indianapolis, IN                         1,856,341            6                    92%                    14.7%
Milwaukee, WI                              601,173            4                    100%                    4.8%
Minneapolis/St. Paul, MN                   664,037            5                    100%                    5.3%
Nashville, TN                              160,661            1                    100%                    1.3%
Philadelphia, PA                           738,474            19                   94%                     5.8%
St. Louis, MO                              245,000            2                    100%                    1.9%
Tampa, FL                                   44,427            1                    100%                    0.4%
Other (a)                                   99,000            3                    100%                    0.8%
                                   ----------------    -----------------    -------------------    -------------
   Total or Average                     12,627,602           104                   97%                   100.0%
                                   ================    =================    ===================    =============
</TABLE>


(a)      Properties are located in Austin, Texas.





                                       11
<PAGE>   12
PROPERTY ACQUISITION ACTIVITY

         During 2000, the Consolidated Operating Partnership completed 16
separate industrial property acquisition transactions comprising 82 in-service
industrial properties and one industrial property under redevelopment totaling
approximately 5.6 million square feet of GLA at a total purchase price of
approximately $257.3 million, or $45.82 per square foot. The Consolidated
Operating Partnership also purchased numerous land parcels for an aggregate
purchase price of approximately $57.0 million. The 83 industrial properties
acquired have the following characteristics:

<TABLE>
<CAPTION>

                                     NUMBER OF                                                  OCCUPANCY
           METROPOLITAN AREA        PROPERTIES      GLA               PROPERTY TYPE             AT 12/31/00  ACQUISITION DATE
      ----------------------------  ------------ ----------  ---------------------------------  ----------- -------------------
     <S>                             <C>          <C>           <C>                              <C>        <C>
      Houston, TX                        3         144,639      Light Industrial/R&D Flex          90%      January 12, 2000
      Southern New Jersey                1          79,329          Regional Warehouse             100%     January 27, 2000
      Nashville, TN                      3         339,051            Bulk Warehouse               100%     January 27, 2000
      Dallas, TX                         1         130,949            Bulk Warehouse               100%     March 31, 2000
      Harrisburg, PA (a)                 1          38,668           Light Industrial              N/A      April 18, 2000
      Houston, TX                        1         251,850            Bulk Warehouse               100%     April 25, 2000
      Dallas, TX                        18       1,303,317     R&D Flex/Bulk Whse/Reg Whse         100%     June 30, 2000
      Long Island, NY (b)                1          15,000           Light Industrial              N/A      August 15, 2000
      Los Angeles, CA                    3          69,592           Light Industrial              93%      September 6, 2000
      Los Angeles, CA                    2          30,157           Light Industrial              86%      September 20, 2000
      Northern New Jersey               12       1,257,143     Lt. Industrial/R&D Flex/Bulk        94%      September 28, 2000
                                                                           Whse
      Baltimore, MD                      3         125,212           Light Industrial              96%      December 5, 2000
      Tampa, FL                          6         179,494               R&D Flex                  98%      December 14, 2000
      Chicago, IL (c)                   18       1,208,074     Lt. Industrial/R&D Flex/Bulk        94%      December 18, 2000
                                                                      Whse/Reg. Whse
      Denver, CO                         4         234,683      Light Industrial/ R&D Flex         100%     December 29, 2000
      Detroit, MI                        6         208,197   Light Industrial/Reg. Warehouse       93%      December 29, 2000
                                    ------------ ----------
                    Total               83       5,615,355
                                    ============ ==========

</TABLE>
(a)      Property was sold on June 27, 2000.
(b)      Property was sold on August 16, 2000.
(c)      Acquisition includes a 50,400 square foot light industrial
         redevelopment property.







         During 2000, the Other Real Estate Partnerships completed one
industrial property acquisition transaction comprising one in-service industrial
property totaling approximately .2 million square feet of GLA at a total
purchase price of approximately $6.3 million, or $29.62 per square foot. The
Other Real Estate Partnerships also purchased numerous land parcels for an
aggregate purchase price of approximately $2.9 million. The industrial property
acquired has the following characteristics:

<TABLE>
<CAPTION>

                                     NUMBER OF                                                  OCCUPANCY
           METROPOLITAN AREA        PROPERTIES      GLA               PROPERTY TYPE             AT 12/31/00  ACQUISITION DATE
      ----------------------------  ------------ ----------  ---------------------------------  ----------- -------------------
<S>                                 <C>           <C>                <C>                         <C>         <C>
      Philadelphia, PA                   1         214,320            Bulk Warehouse               100%     February 25, 2000
                                    ------------ ----------
                    Total                1         214,320
                                    ============ ==========

</TABLE>





                                       12
<PAGE>   13
PROPERTY DEVELOPMENT ACTIVITY

         During 2000, the Consolidated Operating Partnership placed in service
20 developments and one redevelopment totaling approximately 3.6 million square
feet of GLA at a total cost of approximately $125.8 million, or $35.27 per
square foot. The developed properties have the following characteristics:
<TABLE>
<CAPTION>
                                                                          OCCUPANCY
     METROPOLITAN AREA            GLA              PROPERTY TYPE         AT 12/31/00              COMPLETION DATE
----------------------------    -----------      ------------------   -------------------      ----------------------
<S>                              <C>               <C>                     <C>                  <C>
Louisville, KY                     231,000        Bulk Warehouse             100%              February 1, 2000
Denver, CO (a)                      58,490           R&D Flex                N/A               March 1, 2000
Milwaukee, WI                      100,000        Bulk Warehouse             80%               March 1, 2000
Rochester, NY (b)                  796,806        Bulk Warehouse             N/A               March 1, 2000
Denver, CO                          16,500       Light Industrial            100%              March 15, 2000
Cincinnati, OH                     168,000        Bulk Warehouse             100%              May 1, 2000
Cincinnati, OH                     140,800        Bulk Warehouse             45%               May 1, 2000
Northern New Jersey                 45,700           R&D Flex                78%               June 1, 2000
Atlanta, GA                        504,000        Bulk Warehouse             100%              June 1, 2000
Salt Lake City, UT                  55,785           R&D Flex                100%              June 1, 2000
Northern New Jersey                 30,000           R&D Flex                67%               September 1, 2000
Indianapolis, IN                   389,660        Bulk Warehouse             100%              September 30, 2000
Long Island, NY (c)                 91,200           R&D Flex                N/A               September 30, 2000
Long Island, NY (c) (d)            134,991           R&D Flex                N/A               November 1, 2000
New Orleans, LA                     53,544       Light Industrial            100%              November 8, 2000
Philadelphia, PA                    70,000        Reg. Warehouse             100%              November 27, 2000
Minneapolis, MN                    128,500        Bulk Warehouse             87%               December 1, 2000
Chicago, IL (e)                    319,506        Bulk Warehouse             N/A               December 29, 2000
Phoenix, AZ                         58,285       Light Industrial            79%               December 29, 2000
Tampa, FL                          100,000       Light Industrial            80%               December 29, 2000
Tampa, FL                           72,000        Reg. Warehouse             65%               December 29, 2000
                                -----------
                      Total      3,564,767
                                ===========
</TABLE>
(a)      Property was sold on September 26, 2000.
(b)      Property was sold on February 18, 2000.
(c)      Property was sold on November 30, 2000.
(d)      Redevelopment.
(e)      Property was sold on December 29, 2000.

         During 2000, the Other Real Estate Partnerships placed in service six
developments and one redevelopment totaling approximately .5 million square feet
of GLA at a total cost of approximately $22.2 million, or $44.32 per square
foot. The developed properties have the following characteristics:

<TABLE>
<CAPTION>
                                                                          OCCUPANCY
     METROPOLITAN AREA            GLA              PROPERTY TYPE         AT 12/31/00              COMPLETION DATE
----------------------------    -----------      ------------------   -------------------      ----------------------
<S>                               <C>             <C>                    <C>                   <C>
Austin, TX                          33,000       Light Industrial            100%              February 1, 2000
Denver, CO (a)                      49,510        Bulk Warehouse             N/A               March 1, 2000
Austin, TX                          33,000       Light Industrial            100%              June 30, 2000
Chicago, IL                         50,000        Reg. Warehouse             65%               November 23, 2000
Minneapolis, MN (b)                123,485         Manufacturing             100%              December 17, 2000
Indianapolis, IN                   100,000        Bulk Warehouse             50%               December 29, 2000
Atlanta, GA                        110,000        Bulk Warehouse             55%               December 29, 2000
                                -----------
                      Total        498,995
                                ===========
</TABLE>

(a)      Property was sold on September 26, 2000.
(b)      Redevelopment

        At December 31, 2000, the Consolidated Operating Partnership had 13
projects under development, with an estimated completion GLA of approximately
1.8 million square feet and an estimated completion cost of approximately $102.2
million. The Consolidated Operating Partnership estimates it will place in
service nine projects with an estimated completion GLA of 1.2 million square
feet and an estimated completion cost of approximately $60.5 million in fiscal
year 2001. There can be no assurance that the Consolidated Operating Partnership
will complete these projects in 2001 or that the actual completion cost will not
exceed the amount stated above.

        At December 31, 2000, the Other Real Estate Partnerships had 8 projects
under development, with an estimated completion GLA of approximately 2.2 million
square feet and an estimated completion cost of approximately $75.5 million. The
Other Real Estate Partnerships estimates it will place in service eight projects
with an estimated completion GLA of 2.2 million square feet and an estimated
completion cost of approximately $75.5 million in fiscal year 2001. There can be
no assurance that the Other Real Estate Partnerships will complete these
projects in 2001 or that the actual completion cost will not exceed the amount
stated above.



                                       13
<PAGE>   14

PROPERTY SALES

        During 2000, the Consolidated Operating Partnership sold 104 in-service
industrial properties and one out of service property totaling approximately 8.9
million square feet of GLA and several land parcels. Total gross sales proceeds
approximated $404.0 million. The 104 in-service properties and one out of
service property sold have the following characteristics:
<TABLE>
<CAPTION>
                                         NUMBER OF
       METROPOLITAN AREA                 PROPERTIES           GLA                   PROPERTY TYPE               SALE DATE
       -----------------------------    -------------     ------------    ----------------------------------    ------------------
<S>                                     <C>                 <C>               <C>                                <C>
       Nashville, TN (a)                     1                392,128              Bulk Warehouse               January 4, 2000
       Portland, OR                          1                 20,500             Light Industrial              January 24, 2000
       Cleveland, OH                         1                 32,000             Light Industrial              January 27, 2000
       Cleveland, OH                         1                 51,525            Regional Warehouse             January 31, 2000
       Rochester, NY                         1                796,806              Bulk Warehouse               February 18, 2000
       Des Moines, IA                        1                 54,000             Light Industrial              February 23, 2000
       Southern New Jersey                   1                 30,000             Light Industrial              March 13, 2000
       Long Island, NY                       1                 99,600             Light Industrial              March 17, 2000
       Chicago, IL                           3                 94,840         Light Industrial/R&D Flex         March 20, 2000
       Atlanta, GA                           2                408,819              Bulk Warehouse               April 19, 2000
       Atlanta, GA                           1                 32,000             Light Industrial              May 10, 2000
       Hartford, CT                          11               619,191            Lt. Industrial/Bulk            June 8, 2000
                                                                                 Whse/Manufacturing
       Long Island, NY                       1                325,000              Bulk Warehouse               June 21, 2000
       Harrisburg, PA                        1                 38,668             Light Industrial              June 27, 2000
       St. Louis, MO                         1                 46,481             Light Industrial              June 29, 2000
       Detroit, MI                           2                 58,650             Light Industrial              June 29, 2000
       Detroit, MI                           1                 47,700            Regional Warehouse             June 29, 2000
       St. Louis, MO                         1                 60,708             Light Industrial              June 30, 2000
       Phoenix, AZ                           4                437,376     R&D Flex/Bulk Whse/Regional Whse      August 4, 2000
       Cincinnati, OH                        5                111,375             Light Industrial              August 10, 2000
       Cleveland, OH                         5                169,116             Light Industrial              August 10, 2000
       Long Island, NY                       1                 15,000             Light Industrial              August 16, 2000
       Columbus, OH                          1                 57,255             Light Industrial              August 30, 2000
       Denver, CO                            1                 59,970                 R&D Flex                  September 26,
                                                                                                                2000
       Long Island, NY                       1                 25,401             Light Industrial              October 10, 2000
       Detroit, MI                           1                180,986              Bulk Warehouse               October 20, 2000
       Detroit, MI                           1                 12,612             Light Industrial              October 23, 2000
       Denver, CO                            5                 97,861         Light Industrial/R&D Flex         October 30, 2000
       Chicago, IL                           1                 84,956             Light Industrial              November 20, 2000
       St. Louis, MO                         1                 49,600             Light Industrial              November 20, 2000
       Phoenix, AZ                           1                 98,052            Regional Warehouse             November 21, 2000
       Long Island, NY                       32             3,266,434           Lt. Ind/R&D Flex/Bulk           November 30, 2000
                                                                              Whse/Regional Whse/Manuf.
       Grand Rapids, MI                      1                 66,505             Light Industrial              December 1, 2000
       Detroit, MI                           1                 12,612             Light Industrial              December 6, 2000
       Detroit, MI                           1                 12,200             Light Industrial              December 13, 2000
       Long Island, NY                       1                 58,850            Regional Warehouse             December 19, 2000
       Minneapolis, MN                       1                124,800              Bulk Warehouse               December 20, 2000
       Minneapolis, MN                       2                194,040               Manufacturing               December 20, 2000
       Northern New Jersey                   1                 20,440             Light Industrial              December 24, 2000
       Clarion, IA                           1                126,900              Bulk Warehouse               December 28, 2000
       Northern New Jersey                   1                 13,580             Light Industrial              December 29, 2000
       Green Bay, WI                         1                 25,254             Light Industrial              December 29, 2000
       Portland, OR                          1                 49,624             Light Industrial              December 29, 2000
       Chicago, IL                           1                319,506              Bulk Warehouse               December 29, 2000
                                        -------------     ------------
                              Total         105             8,898,921
                                        =============     ============
</TABLE>

(a)      Property was out of service when sold.

        During 2000, the Other Real Estate Partnerships sold four in-service
industrial properties totaling approximately .7 million square feet of GLA and
several land parcels. Total gross sales proceeds approximated $29.7 million. The
four in-service properties sold have the following characteristics:
<TABLE>
<CAPTION>

                                         NUMBER OF
       METROPOLITAN AREA                 PROPERTIES           GLA                 PROPERTY TYPE             SALE DATE
       -----------------------------    -------------     ------------    ------------------------------    ------------------
 <S>                                     <C>               <C>                <C>                           <C>
       Philadelphia, PA                      1                 81,071               R&D Flex                June 6, 2000
       Louisville, KY                        1                532,400            Bulk Warehouse             June 26, 2000
       Detroit, MI                           1                 42,360           Light Industrial            June 29, 2000
       Denver, CO                            1                 50,760            Bulk Warehouse             September 26,
                                                                                                            2000
                                        -------------     ------------
                              Total          4                706,591
                                        =============     ============
</TABLE>

<PAGE>   15
PROPERTY ACQUISITIONS, DEVELOPMENTS AND SALES  SUBSEQUENT TO YEAR END

        During the period January 1, 2001 through March 23, 2001, the
Consolidated Operating Partnership acquired 13 industrial properties and several
land parcels for a total estimated investment of approximately $45.5 million.
The Consolidated Operating Partnership also sold eight industrial properties and
one land parcel for approximately $19.5 million of gross proceeds.

        During the period January 1, 2001 through March 23, 2001, the Other Real
Estate Partnerships acquired eight industrial properties for a total estimated
investment of approximately $27.9 million. The Other Real Estate Partnerships
also sold one industrial property and one land parcel for approximately $1.8
million of gross proceeds.




                                       15
<PAGE>   16
DETAIL PROPERTY LISTING

        The following table lists all of the Consolidated Operating
Partnership's properties as of December 31, 2000, by geographic market area.

                                PROPERTY LISTING
<TABLE>
<CAPTION>

                               LOCATION                   YEAR BUILT                     LAND AREA              OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE   ENCUMBRANCES   -RENOVATED   BUILDING TYPE      (ACRES)      GLA        12/31/00
      ----------------        ----------   ------------   ----------   -------------      -------      ---        --------
<S>                           <C>           <C>            <C>         <C>                 <C>        <C>         <C>
ATLANTA
1650 GA Highway 155           McDonough, GA                 1991       Bulk Warehouse       12.80    228,400       100%
14101 Industrial Park Blvd.   Covington, GA                 1984       Light Industrial      9.25     92,160       100%
801-804 Blacklawn Road        Conyers, GA                   1982       Bulk Warehouse        6.67    111,185       100%
1665 Dogwood Drive            Conyers, GA                   1973       Manufacturing         9.46    198,000       100%
1715 Dogwood Drive            Conyers, GA                   1973       Manufacturing         4.61    100,000       100%
11235 Harland Drive           Covington, GA                 1988       Light Industrial      5.39     32,361       100%
700 Westlake Parkway          Atlanta, GA                   1990       Light Industrial      3.50     56,400       70%
800 Westlake Parkway          Atlanta, GA                   1991       Bulk Warehouse        7.40    132,400       100%
4050 Southmeadow Parkway      Atlanta, GA                   1991       Reg. Warehouse        6.60     87,328       100%
4051 Southmeadow Parkway      Atlanta, GA                   1989       Bulk Warehouse       11.20    171,671       100%
4071 Southmeadow Parkway      Atlanta, GA                   1991       Bulk Warehouse       17.80    209,918       100%
4081 Southmeadow Parkway      Atlanta, GA                   1989       Bulk Warehouse       12.83    254,172       100%
1875 Rockdale Industrial      Conyers, GA                   1966       Manufacturing         5.70    121,600       100%
Blvd.
3312 N. Berkeley Lake Road    Duluth, GA                    1969       Bulk Warehouse       52.11  1,040,296       100%
370 Great Southwest Pkway     Atlanta, GA                   1986       Light Industrial      8.06    150,536       66%
(i)
955 Cobb Place                Kennesaw, GA                  1991       Reg. Warehouse        8.73     97,518       100%
1640 Sands Place              Marietta, GA                  1977       Light Industrial      1.97     35,425       57%
7000 Highland Parkway         Smyrna, GA                    1998       Bulk Warehouse       10.00    123,808       100%
2084 Lake Industrial Court    Conyers, GA                   1998       Bulk Warehouse       13.74    180,000       100%
1003 Sigman Road              Conyers, GA                   1996       Bulk Warehouse       11.30    123,457       100%
220 Greenwood Court           McDonough, GA                 2000       Bulk Warehouse       26.69    504,000       100%
                                                                                                   ----------     -------
SUBTOTAL OR AVERAGE                                                    SUBTOTAL OR AVERAGE         4,050,635       98%
                                                                                                   ----------     -------

BALTIMORE
3431 Benson                   Baltimore, MD                 1988       Light Industrial      3.48     60,227       100%
1801 Portal                   Baltimore, MD                 1987       Light Industrial      3.72     57,600       100%
1811 Portal                   Baltimore, MD                 1987       Light Industrial      3.32     60,000       100%
1831 Portal                   Baltimore, MD                 1990       Light Industrial      3.18     46,522       100%
1821 Portal                   Baltimore, MD                 1986       Light Industrial      4.63     86,234       92%
1820 Portal                   Baltimore, MD      (f)        1982       Bulk Warehouse        6.55    171,000       100%
4845 Governers Way            Frederick, MD                 1988       Light Industrial      5.47     83,064       98%
8900 Yellow Brick Road        Baltimore, MD                 1982       Light Industrial      5.80     60,000       100%
7476 New Ridge                Hanover, MD                   1987       Light Industrial     18.00     71,866       93%
1328 Charwood Road            Hanover, MD                   1986       Bulk Warehouse        9.00    150,500       83%
8779 Greenwood Place          Savage, MD                    1978       Bulk Warehouse        8.00    142,140       100%
1350 Blair Drive              Odenton, MD                   1991       Light Industrial      2.86     29,317       100%
1360 Blair Drive              Odenton, MD                   1991       Light Industrial      4.19     42,985       90%
1370 Blair Drive              Odenton, MD                   1991       Light Industrial      5.15     52,910       100%
                                                                                                   ----------     -------
                                                                       SUBTOTAL OR AVERAGE         1,114,365       96%
                                                                                                   ----------     -------
BATON ROUGE
11200 Industriplex Blvd.      Baton Rouge, LA               1986       Light Industrial      3.00     42,355       100%
11441 Industriplex Blvd.      Baton Rouge, LA               1987       Light Industrial      2.40     35,596       100%
11301 Industriplex Blvd.      Baton Rouge, LA               1985       Light Industrial      2.50     38,396       80%
6565 Exchequer Drive          Baton Rouge, LA               1986       Bulk Warehouse        5.30    108,800       100%
                                                                                                   ----------     -------
                                                                       SUBTOTAL OR AVERAGE           225,147       97%
                                                                                                   ----------     -------
CENTRAL PENNSYLVANIA
2252 125 East Kensinger       Cranberry Township,           2000       Reg. Warehousae      13.00     70,000       100%
Drive                         PA
                                                                                                   ----------     -------
                                                                       SUBTOTAL OR AVERAGE            70,000       100%
                                                                                                   ----------     -------
CHICAGO
2300 Hammond Drive            Schaumburg, IL                1970       Light Industrial      4.13     77,000       100%
6500 North Lincoln Avenue     Lincolnwood, IL              1965/88     Light Industrial      2.52     61,548       100%
3600 West Pratt Avenue        Lincolnwood, IL              1953/88     Bulk Warehouse        6.35    204,679       87%
917 North Shore Drive         Lake Bluff, IL                1974       Light Industrial      4.27     84,575       100%
6750 South Sayre Avenue       Bedford Park, IL              1975       Light Industrial      2.51     63,383       100%
585 Slawin Court              Mount Prospect,               1992       R&D/Flex              3.71     38,150       100%
                              IL
2300 Windsor Court            Addison, IL                   1986       Bulk Warehouse        6.80    105,100       100%
3505 Thayer Court             Aurora, IL                    1989       Light Industrial      4.60     64,220       100%
3600 Thayer Court             Aurora, IL                    1989       Light Industrial      6.80     66,958       100%
736-776 Industrial Drive      Elmhurst, IL                  1975       Light Industrial      3.79     80,180       100%
305-311 Era Drive             Northbrook, IL                1978       Light Industrial      1.82     27,549       100%
700-714 Landwehr Road         Northbrook, IL                1978       Light Industrial      1.99     41,835       100%
4330 South Racine Avenue      Chicago, IL                   1978       Manufacturing         5.57    168,000       100%
13040 S. Crawford Avenue      Alsip, IL                     1976       Bulk Warehouse       15.12    400,076       100%
12241 Melrose Street          Franklin Park, IL             1969       Light Industrial      2.47     77,301       100%

</TABLE>
                                       16

<PAGE>   17
<TABLE>
<CAPTION>

                               LOCATION                   YEAR BUILT                     LAND AREA            OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE   ENCUMBRANCES   -RENOVATED   BUILDING TYPE      (ACRES)      GLA      12/31/00
      ----------------        ----------   ------------   ----------   -------------      -------      ---      --------
<S>                            <C>             <C>          <C>        <C>                 <C>        <C>        <C>
CHICAGO (CONT.)
12301-12325 S. Laramie        Alsip, IL                     1975       Bulk Warehouse        8.83                  100%
Avenue                                                                                               204,586
6300 Howard                   Niles, IL                    1956/64     Manufacturing        19.50    364,000       100%
301 Hintz                     Wheeling, IL                  1960       Manufacturing         2.51     43,636       100%
301 Alice                     Wheeling, IL                  1965       Light Industrial      2.88     65,450       100%
410 West 169th Street         South Holland, IL             1974       Bulk Warehouse        6.40                  70%
                                                                                                     151,436
11939 South Central Avenue    Alsip, IL                     1972       Bulk Warehouse       12.60    320,171       99%
405 East Shawmut              LaGrange, IL                  1965       Light Industrial      3.39     59,075       100%
1010-50 Sesame Street         Bensenville, IL    (c)        1976       Manufacturing         8.00    252,000       100%
5555 West 70th Place          Bedford Park, IL              1973       Manufacturing         2.50     41,531       100%
3200-3250 South St. Louis     Chicago, IL                   1968       Light Industrial      8.66     74,685       100%
(i)
3110-3130 South St. Louis     Chicago, IL                   1968       Light Industrial      4.00     23,254       100%
7301 South Hamlin             Chicago, IL                  1975/86     Light Industrial      1.49     56,017       43%
7401 South Pulaski            Chicago, IL                  1975/86     Bulk Warehouse        5.36    213,670       79%
3900 West 74th Street         Chicago, IL                  1975/86     Reg. Warehouse        2.13     66,000        0%
7501 South Pulaski            Chicago, IL                  1975/86     Bulk Warehouse        3.88    159,728       100%
385 Fenton Lane               West Chicago, IL              1990       Bulk Warehouse        6.79    182,000       100%
335 Crossroad Parkway         Bolingbrook, IL               1996       Bulk Warehouse       12.86    288,000       100%
10435 Seymour Avenue          Franklin Park, IL             1967       Light Industrial      1.85     53,500       43%
905 Paramount                 Batavia, IL                   1977       Light Industrial      2.60     60,000       100%
1005 Paramount                Batavia, IL                   1978       Light Industrial      2.50     64,574       100%
34-45 Lake Street             Northlake, IL                 1978       Bulk Warehouse        5.71    124,804       100%
2120-24 Roberts               Broadview, IL                 1960       Light Industrial      2.30     60,009       52%
4309 South Morgan Street      Chicago, IL                   1975       Manufacturing         6.91    200,000       49%
405-17 University Drive       Arlington Hgts, IL            1977       Light Industrial      2.42     56,400       100%
3575 Stern Avenue             St. Charles, IL             1979/1984    Reg. Warehouse        2.73     68,728       100%
3810 Stern Avenue             St. Charles, IL               1985       Reg. Warehouse        4.67    100,074       100%
3645 Swenson Avenue           St. Charles, IL               1981       Light Industrial      3.27     42,547       34%
315 Kirk Road                 St. Charles, IL            1969/93/95    Bulk Warehouse       12.42    299,176       100%
550 Business Center Drive     Mount Prospect, IL            1984       Light Industrial      2.26     34,596       100%
700 Business Center Drive     Mount Prospect, IL            1980       Light Industrial      3.12     34,800       100%
555 Business Center Drive     Mount Prospect, IL            1981       Light Industrial      2.96     31,175       100%
800 Business Center Drive     Mount Prospect, IL           1988/99     Light Industrial      5.40     81,610       100%
580 Slawin Court              Mount Prospect, IL            1985       Light Industrial      2.08     30,225       100%
1150 Feehanville Drive        Mount Prospect, IL            1983       Light Industrial      2.74     33,600       100%
850 Feehanville Drive         Mount Prospect, IL            1983       Light Industrial      2.87     34,875       100%
1200 Business Center Drive    Mount Prospect, IL          1988/2000    Light Industrial      6.68    106,000       76%
1331 Business Center Drive    Mount Prospect, IL            1985       Light Industrial      3.12     30,380       100%
1601 Feehanville Drive        Mount Prospect, IL          1986/2000    R&D/Flex              6.07     64,080       76%
3627 Stern Avenue             St. Charles, IL               1979       Light Industrial      1.84     30,000       100%
902 Feehanville Avenue        Mount Prospect, IL            1983       Light Industrial      3.61     49,853       100%
1661 Feehanville Avenue       Mount Prospect, IL            1986       R&D/Flex              6.89     85,955       99%
                                                                                                   ----------     -------
                                                                       SUBTOTAL OR AVERAGE         5,902,754       93%
                                                                                                   ----------     -------
CINCINNATI
9900-9970 Princeton           Cincinnati, OH     (a)        1970       Bulk Warehouse       10.64    185,580       82%
2940 Highland Avenue          Cincinnati, OH     (a)       1969/74     Bulk Warehouse       17.08    502,000       95%
4700-4750 Creek Road          Blue Ash, OH       (a)        1960       Light Industrial     15.32    265,000       97%
12072 Best Place              Springboro, OH                1984       Bulk Warehouse        7.80    112,500       100%
901 Pleasant Valley Drive     Springboro, OH                1984       Light Industrial      7.70     69,220       100%
4440 Mulhauser Road           Cincinnati, OH                1999       Bulk Warehouse       15.26    240,000       100%
4434 Mulhauser Road           Cincinnati, OH                1999       Bulk Warehouse       25.00    140,800       45%
9449 Glades Drive             Hamilton, OH                  1999       Bulk Warehouse        7.40    168,000       100%
                                                                                                   ----------     -------
                                                                       SUBTOTAL OR AVERAGE         1,683,100       92%
                                                                                                   ----------     -------
CLEVELAND
6675 Parkland Boulevard       Solon, OH                     1991       R&D/Flex             10.41    102,500       100%
                                                                                                   ----------     -------
                                                                       SUBTOTAL OR                   102,500       100%
                                                                       Average
                                                                                                   ----------     -------
COLUMBUS
3800 Lockbourne Industrial    Columbus, OH                  1986       Bulk Warehouse       22.12    404,734       100%
Pky
3880 Groveport Road           Obetz, OH                     1986       Bulk Warehouse       43.41    705,600       100%
1819 North Walcutt Road       Columbus, OH                  1973       Bulk Warehouse       11.33    243,000       69%
4300 Cemetery Road            Hilliard, OH                  1968       Manufacturing        62.71    255,470       100%
4115 Leap Road   (i)          Hilliard, OH                  1977       R&D/Flex             18.66    217,612       100%
3300 Lockbourne               Columbus, OH                  1964       Bulk Warehouse       17.00    300,200       100%
                                                                                                   ----------     -------
                                                                       SUBTOTAL OR AVERAGE         2,126,616       96%
                                                                                                   ----------     -------
DALLAS
1275-1281 Roundtable Drive    Dallas, TX                    1966       Light Industrial      1.75     30,642       100%
2406-2416 Walnut Ridge        Dallas, TX                    1978       Light Industrial      1.76     44,000       100%
12750 Perimeter Drive         Dallas, TX                    1979       Bulk Warehouse        6.72    178,200       100%
1324-1343 Roundtable Drive    Dallas, TX                    1972       Light Industrial      2.09     47,000       100%
1405-1409 Avenue II East      Grand Prairie, TX             1969       Light Industrial      1.79     36,000       100%
2651-2677 Manana              Dallas, TX                    1966       Light Industrial      2.55     82,229       100%
2401-2419 Walnut Ridge        Dallas, TX                    1978       Light Industrial      1.20     30,000       100%
</TABLE>

                                       17

<PAGE>   18
<TABLE>
<CAPTION>


                               LOCATION                   YEAR BUILT                     LAND AREA            OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE   ENCUMBRANCES   -RENOVATED   BUILDING TYPE      (ACRES)      GLA      12/31/00
      ----------------        ----------   ------------   ----------   -------------      -------      ---      --------
<S>                           <C>               <C>        <C>         <C>                 <C>        <C>         <C>
DALLAS (CONT.)
4248-4252 Simonton            Farmers Ranch, TX             1973       Bulk Warehouse        8.18    205,693       100%
900-906 Great Southwest Pkwy  Arlington, TX                 1972       Light Industrial      3.20     69,761       100%
2179 Shiloh Road              Garland, TX                   1982       Reg. Warehouse        3.63     65,700       100%
2159 Shiloh Road              Garland, TX                   1982       R&D/Flex              1.15     20,800       100%
2701 Shiloh Road              Garland, TX                   1981       Bulk Warehouse        8.20    214,650       100%
12784 Perimeter Drive (j)     Dallas, TX                    1981       Light Industrial      4.57     95,671       83%
3000 West Commerce            Dallas, TX                    1980       Manufacturing        11.23    128,478       100%
3030 Hansboro                 Dallas, TX                    1971       Bulk Warehouse        3.71    100,000       100%
5222 Cockrell Hill            Dallas, TX                    1973       Manufacturing         4.79     96,506       100%
405-407 113th                 Arlington, TX                 1969       Light Industrial      2.75     60,000       50%
816 111th Street              Arlington, TX                 1972       Light Industrial      2.89     65,000       100%
1017-25 Jacksboro Highway     Fort Worth, TX                1970       Light Industrial      1.49     30,000       100%
7341 Dogwood Park             Richland Hills, TX            1973       Light Industrial      1.09     20,000       100%
7427 Dogwood Park             Richland Hills, TX            1973       Light Industrial      1.60     27,500       100%
7348-54 Tower Street          Richland Hills, TX            1978       Light Industrial      1.09     20,063       50%
7370 Dogwood Park             Richland Hills, TX            1987       Light Industrial      1.18     18,500       100%
7339-41 Tower Street          Richland Hills, TX            1980       Light Industrial      0.95     17,600       100%
7437-45 Tower Street          Richland Hills, TX            1977       Light Industrial      1.16     20,000       100%
7331-59 Airport Freeway       Richland Hills, TX            1987       R&D/Flex              2.63     37,800       100%
7338-60 Dogwood Park          Richland Hills, TX            1978       R&D/Flex              1.51     26,275       100%
7450-70 Dogwood Park          Richland Hills, TX            1985       Light Industrial      0.88     18,000       100%
7423-49 Airport Freeway       Richland Hills, TX            1985       R&D/Flex              2.39     33,812       80%
7400 Whitehall Street         Richland Hills, TX            1994       Light Industrial      1.07     22,867       95%
1602-1654 Terre Colony        Dallas, TX                    1981       Bulk Warehouse        5.72    130,949       100%
3330 Duncanville Road         Dallas, TX                    1987       Reg. Warehouse        2.20     50,560       100%
2001 100th Street             Grand Prairie, TX            1973/93     Reg. Warehouse        3.50     74,106       100%
6851-6909 Snowden Road        Fort Worth, TX               1985/86     Bulk Warehouse       13.00    281,200       100%
2351-2355 Merritt Drive       Garland, TX                   1986       R&D/Flex              5.00     16,740       100%
10575 Vista Park              Dallas, TX                    1988       Reg. Warehouse        2.10     37,252       100%
701-735 North Plano Road      Richardson, TX               1972/94     Bulk Warehouse        5.78    100,065       100%
2259 Merritt Drive            Garland, TX                   1986       R&D Flex              1.90     16,740       100%
2260 Merritt Drive            Garland, TX                  1986/99     Reg. Warehouse        3.70     62,847       100%
2220 Merritt Drive            Garland, TX                 1986/2000    Reg. Warehouse        3.90     70,936       100%
2010 Merritt Drive            Garland, TX                   1986       Reg. Warehouse        2.80     57,392       100%
2363 Merritt Drive            Garland, TX                   1986       R&D Flex              0.40     12,300       100%
2447 Merritt Drive            Garland, TX                   1986       R&D Flex              0.40     12,300       100%
2465-2475 Merritt Drive       Garland, TX                   1986       R&D Flex              0.50     16,740       100%
2485-2505 Merritt Drive       Garland, TX                   1986       Bulk Warehouse        5.70    108,550       100%
17919 Waterview Parkway       Dallas, TX                    1987       Reg. Warehouse        4.88     70,390       100%
4201 Highway 75 North         Sherman, TX                   1986       Bulk Warehouse       25.00    100,578       100%
2425 East Pioneer Drive       Irving, TX                    1987       Reg. Warehouse        6.60     94,618       100%
1350 Avenue South             Grand Prairie, TX             1987       Bulk Warehouse        5.80    120,003       100%
                                                                                                   ----------     -------
                                                                       SUBTOTAL OR AVERAGE         3,297,013       99%
                                                                                                   ----------     -------
DAYTON
6094-6104 Executive           Huber Heights, OH             1975       Light Industrial      3.33     43,200       70%
Boulevard
6202-6220 Executive           Huber Heights, OH             1996       Light Industrial      3.79     64,000       100%
Boulevard
6268-6294 Executive           Huber Heights, OH             1989       Light Industrial      4.03     60,800       100%
Boulevard
5749-5753 Executive           Huber Heights, OH             1975       Light Industrial      1.15     12,000       100%
Boulevard
6230-6266 Executive           Huber Heights, OH             1979       Light Industrial      5.30                  100%
Boulevard                                                                                             84,000
2200-2224 Sandridge Road      Moraine, OH                   1983       Light Industrial      2.96     58,746       100%
8119-8137 Uehling Lane        Dayton, OH                    1978       R&D/Flex              1.15     20,000       100%
                                                                                                   ----------     -------
                                                                       SUBTOTAL OR                   342,746       96%
                                                                       AVERAGE
                                                                                                   ----------     -------
DENVER
7100 North Broadway - Bldg. 1 Denver, CO                    1978       Light Industrial     16.80     32,269       89%
7100 North Broadway - Bldg. 2 Denver, CO                    1978       Light Industrial     16.90     32,500       96%
7100 North Broadway - Bldg. 3 Denver, CO                    1978       Light Industrial     11.60     22,259       97%
7100 North Broadway - Bldg. 5 Denver, CO                    1978       Light Industrial     15.00     28,789       100%
7100 North Broadway - Bldg. 6 Denver, CO                    1978       Light Industrial     22.50     38,255       84%
20100 East 32nd Avenue        Aurora, CO                    1997       R&D/Flex              4.10     51,300       96%
Parkway
15700 - 15820 West 6th        Golden, CO                    1978       Light Industrial      1.92     52,767       96%
Avenue
15850-15884 West 6th Avenue   Golden, CO                    1978       Light Industrial      1.92     31,856       88%
5454 Washington               Denver, CO                    1985       Light Industrial      4.00     34,740       100%
525 East 70th Street          Denver, CO                    1985       Light Industrial      5.18     12,000       100%
565 East 70th Street          Denver, CO                    1985       Light Industrial      5.18     29,990       100%
605 East 70th Street          Denver, CO                    1985       Light Industrial      5.18     34,000       100%
625 East 70th Street          Denver, CO                    1985       Light Industrial      5.18     24,000       100%
665 East 70th Street          Denver, CO                    1985       Light Industrial      5.18     24,000       100%
700 West 48th Street          Denver, CO                    1984       Light Industrial      5.40     53,431       100%
702 West 48th Street          Denver, CO                    1984       Light Industrial      5.40     23,820       78%
800 East 73rd                 Denver, CO                    1984       R&D/Flex              4.50     49,360       100%
850 East 73rd                 Denver, CO                    1984       R&D/Flex              4.50     38,962       82%
</TABLE>

                                       18
<PAGE>   19
<TABLE>
<CAPTION>

                                LOCATION                 YEAR BUILT                      LAND AREA              OCCUPANCY AT
      BUILDING ADDRESS         CITY/STATE  ENCUMBRANCES  -RENOVATED   BUILDING TYPE       (ACRES)      GLA        12/31/00
      ----------------         ----------  ------------   ---------   -------------       -------      ---        --------
<S>                            <C>          <C>             <C>        <C>                  <C>       <C>          <C>
DENVER (CONT.)
6425 North Washington          Denver, CO                   1983      R&D/Flex               4.05     82,120       90%
3370 North Peoria Street       Aurora, CO                   1978      R&D/Flex               1.64     25,520       78%
3390 North Peoria Street       Aurora, CO                   1978      R&D/Flex               1.46     22,699       100%
3508-3538 North Peoria Street  Aurora, CO                   1978      R&D/Flex               2.61     40,653       100%
3568 North Peoria Street       Aurora, CO                   1978      R&D/Flex               2.24     34,937       91%
4785 Elati                     Denver, CO                   1972      Light Industrial       3.34     34,777       87%
4770 Fox Street                Denver, CO                   1972      Light Industrial       3.38     26,565       100%
1550 West Evans                Denver, CO                   1975      Light Industrial       3.92     78,788       96%
3751 - 71 Revere Street        Denver, CO                   1980      Reg. Warehouse         2.41     55,027       100%
3871 Revere Street             Denver, CO                   1980      Reg. Warehouse         3.19     75,265       100%
5454 Havana Street             Denver, CO                   1980      R&D/Flex               2.68     42,504       100%
5500 Havana Street             Denver, CO                   1980      R&D/Flex               2.19     34,776       100%
4570 Ivy Street                Denver, CO                   1985      Light Industrial       1.77     31,355       57%
5855 Stapleton Drive North     Denver, CO                   1985      Light Industrial       2.33     41,268       100%
5885 Stapleton Drive North     Denver, CO                   1985      Light Industrial       3.05     53,893       100%
5200-5280 North Broadway       Denver, CO                   1977      Light Industrial       1.54     31,780       100%
5977-5995 North Broadway       Denver, CO                   1978      Light Industrial       4.96     50,280       100%
2952-5978 North Broadway       Denver, CO                   1978      Light Industrial       7.91     88,977       100%
6400 North Broadway            Denver, CO                   1982      Light Industrial       4.51     69,430       100%
875 Parfet Street              Lakewood, CO                 1975      Light Industrial       3.06     49,216       100%
4721 Ironton Street            Denver, CO                   1969      R&D/Flex               2.84     51,260       100%
833 Parfet Street              Lakewood, CO                 1974      R&D/Flex               2.57     24,800       77%
11005 West 8th Avenue          Lakewood, CO                 1974      Light Industrial       2.57     25,672       100%
7100 North Broadway - 7        Denver, CO                   1985      R&D/Flex               2.30     24,822       89%
7100 North Broadway - 8        Denver, CO                   1985      R&D/Flex               2.30      9,107       77%
6804 East 48th Avenue          Denver, CO                   1973      R&D/Flex               2.23     46,464       100%
445 Bryant Street              Denver, CO                   1960      Light Industrial       6.31    292,472       83%
East 47th Drive -A             Denver, CO                   1997      R&D/Flex               3.00     51,200       100%
7025 South Revere Parkway      Denver, CO                   1997      R&D/Flex               3.20     59,270       100%
9500 W. 49th Street - A        Wheatridge, CO               1997      Light Industrial       1.74     19,217       100%
9500 W. 49th Street - B        Wheatridge, CO               1997      Light Industrial       1.74     16,441       100%
9500 W. 49th Street - C        Wheatridge, CO               1997      R&D/Flex               1.74     29,174       100%
9500 W. 49th Street - D        Wheatridge, CO               1997      Light Industrial       1.74     41,615       46%
8100 South Park Way - A        Littleton, CO                1997      R&D/Flex               3.33     52,581       100%
8100 South Park Way - B        Littleton, CO                1984      R&D/Flex               0.78     12,204       100%
8100 South Park Way - C        Littleton, CO                1984      Light Industrial       4.28     67,520       100%
451-591 East 124th Avenue      Littleton, CO                1979      Light Industrial       4.96     59,711       100%
14100 East Jewell              Aurora, CO                   1980      R&D/Flex               3.67     58,553       95%
14190 East Jewell              Aurora,  CO                  1980      R&D/Flex               1.84     29,442       100%
608 Garrison Street            Lakewood, CO                 1984      R&D/Flex               2.17     25,075       89%
610 Garrison Street            Lakewood, CO                 1984      R&D/Flex               2.17     24,965       61%
1111 West Evans (A&C)          Denver, CO                   1986      Light Industrial       2.00     36,894       100%
1111 West Evans (B)            Denver, CO                   1986      Light Industrial       0.50      4,725       100%
15000 West 6th Avenue          Golden, CO                   1985      R&D/Flex               5.25     69,279       100%
14998 West 6th Avenue          Golden, CO                   1995      R&D/Flex               2.29     42,832       100%
Building E
14998 West 6th Avenue          Englewood, CO                1995      R&D/Flex               2.29     20,424       100%
Building F
12503 East Euclid Drive        Denver, CO                   1986      R&D/Flex              10.90     97,871       77%
6547 South Racine Circle       Englewood, CO                1996      Light Industrial       3.92     59,918       100%
7800 East Iliff Avenue         Denver, CO                   1983      R&D/Flex               3.06     22,296       100%
2369 South Trenton Way         Denver, CO                   1983      R&D/Flex               4.80     33,108       100%
2370 South Trenton Way         Denver, CO                   1983      R&D/Flex               3.27     22,735       100%
2422 South Trenton Way         Denver, CO                   1983      R&D/Flex               3.94     27,413       100%
2452 South Trenton Way         Denver, CO                   1983      R&D/Flex               6.78     47,931       100%
651 Topeka Way                 Denver, CO                   1985      R&D/Flex               4.53     24,000       100%
680 Atchinson Way              Denver, CO                   1985      R&D/Flex               4.53     24,000       83%
8122 South Park Lane - A       Littleton, CO                1986      R&D/Flex               5.09     43,987       94%
8122 South Park Lane -  B      Littleton, CO                1986      Light Industrial       2.28     20,389       100%
1600 South Abilene             Aurora, CO                   1986      R&D/Flex               3.53     47,930       100%
1620 South Abilene             Aurora, CO                   1986      Light Industrial       2.04     27,666       100%
1640 South Abilene             Aurora, CO                   1986      Light Industrial       2.80     37,948       100%
13900 East Florida Avenue      Aurora, CO                   1986      R&D/Flex               1.44     19,493       100%
4301 South Federal Boulevard   Englewood, CO                1997      Reg. Warehouse         2.80     35,381       100%
14401-14492 East 33rd Place    Aurora, CO                   1979      Bulk Warehouse         4.75    100,100       100%
11701 East 53rd Avenue         Denver, CO                   1985      Reg. Warehouse         4.19     81,981       100%
5401 Oswego Street             Denver, CO                   1985      Reg. Warehouse         2.80     53,838       100%
3811 Joliet                    Denver, CO                   1977      R&D/Flex              14.24    124,290       100%
2630 West 2nd Avenue           Denver, CO                   1970      Light Industrial       0.50      8,260       100%
2650 West 2nd Avenue           Denver, CO                   1970      Light Industrial       2.80     36,081       100%
14818 West 6th Avenue Bldg. A  Golden, CO                   1985      R&D/Flex               2.54     39,776       100%

</TABLE>


                                       19

<PAGE>   20
<TABLE>
<CAPTION>


                                LOCATION                   YEAR BUILT                    LAND AREA              OCCUPANCY AT
      BUILDING ADDRESS         CITY/STATE   ENCUMBRANCES   -RENOVATED   BUILDING TYPE     (ACRES)      GLA        12/31/00
      ----------------         ----------   ------------   ----------   -------------     -------      ---        --------
<S>                             <C>           <C>           <C>         <C>                <C>        <C>         <C>
DENVER (CONT.)
14828 West 6th Avenue Bldg. B  Golden, CO                    1985       R&D/Flex             2.54     41,805       91%
12055 E. 49th Ave/4955 Peoria  Denver, CO                    1984       R&D/Flex             3.09     49,575       100%
4940-4950 Paris                Denver, CO                    1984       R&D/Flex             1.58     25,290       100%
4970 Paris                     Denver, CO                    1984       R&D/Flex             0.98     15,767       100%
5010 Paris                     Denver, CO                    1984       R&D/Flex             0.92     14,822       100%
7367 South Revere Parkway      Englewood, CO                 1997       Bulk Warehouse       8.50    102,839       100%
10311 W. Hampden Avenue        Lakewood, CO                  1999       Light Industrial     4.40     52,183       57%
9195 6th Avenue                Lakewood, CO                  2000       Light Industrial     1.44     16,500       100%
8200 East Park Meadows Drive   Lone Tree, CO                 1984       R&D Flex             6.60     90,219       100%
(i)
3250 Quentin (i)               Aurora, CO                 1984/2000     Light Industrial     8.90    144,464       100%
                                                                                                   ----------     -------
                                                                        SUBTOTAL OR                4,369,703       95%
                                                                        AVERAGE
                                                                                                   ----------     -------
DES MOINES
1500 East Washington Avenue    Des Moines, IA                1987       Bulk Warehouse      13.25    192,466       100%
1600 East Washington Avenue    Des Moines, IA                1987       Bulk Warehouse       6.78     81,866       100%
4121 McDonald Avenue           Des Moines, IA                1977       Bulk Warehouse      11.02    177,431       100%
4141 McDonald Avenue           Des Moines, IA                1976       Bulk Warehouse      11.03    263,196       96%
4161 McDonald Avenue           Des Moines, IA                1979       Bulk Warehouse      11.02    164,081       100%
                                                                                                   ----------     -------
                                                                        SUBTOTAL OR                  879,040       99%
                                                                        AVERAGE
                                                                                                   ----------     -------
DETROIT
238 Executive Drive            Troy, MI                      1973       Light Industrial     1.32     13,740       100%
256 Executive Drive            Troy, MI                      1974       Light Industrial     1.12     11,273       100%
301 Executive Drive            Troy, MI                      1974       Light Industrial     1.27     20,411       100%
449 Executive Drive            Troy, MI                      1975       Reg. Warehouse       2.12     33,001       100%
501 Executive Drive            Troy, MI                      1984       Light Industrial     1.57     18,061       100%
451 Robbins Drive              Troy, MI                      1975       Light Industrial     1.88     28,401       100%
700 Stephenson Highway         Troy, MI                      1978       R&D/Flex             3.13     29,344       100%
800 Stephenson Highway         Troy, MI                      1979       R&D/Flex             4.39     48,200       100%
1150 Stephenson Highway        Troy, MI                      1982       R&D/Flex             1.70     18,107       100%
1200 Stephenson Highway        Troy, MI                      1980       R&D/Flex             2.65     25,025       100%
1035 Crooks Road               Troy, MI                      1980       Light Industrial     1.74     23,320       100%
1095 Crooks Road               Troy, MI                      1986       R&D/Flex             2.83     35,042       100%
1416 Meijer Drive              Troy, MI                      1980       Light Industrial     1.20     17,944       100%
1624 Meijer Drive              Troy, MI                      1984       Light Industrial     3.42     44,040       100%
1972 Meijer Drive              Troy, MI                      1985       Reg. Warehouse       2.36     37,075       100%
2112 Meijer Drive              Troy, MI                      1980       Reg. Warehouse       4.12     34,558       100%
1621 Northwood Drive           Troy, MI                      1977       Bulk Warehouse       1.54     24,900       100%
1707 Northwood Drive           Troy, MI                      1983       Light Industrial     1.69     28,750       100%
1749 Northwood Drive           Troy, MI                      1977       Bulk Warehouse       1.69     26,125       100%
1788 Northwood Drive           Troy, MI                      1977       Light Industrial     1.55     12,480       100%
1821 Northwood Drive           Troy, MI                      1977       Reg. Warehouse       2.07     35,050       100%
1826 Northwood Drive           Troy, MI                      1977       Light Industrial     1.22     12,480       100%
1864 Northwood Drive           Troy, MI                      1977       Light Industrial     1.55     12,480       100%
1921 Northwood Drive           Troy, MI                      1977       Light Industrial     2.33     42,000       100%
2277 Elliott Avenue            Troy, MI                      1975       Light Industrial     0.96     12,612       100%
2451 Elliott Avenue            Troy, MI                      1974       Light Industrial     1.68     24,331       100%
2730 Research Drive            Rochester                     1988       Reg. Warehouse       3.52     57,850       100%
                               Hills, MI
2791 Research Drive            Rochester                     1991       Reg. Warehouse       4.48     64,199       100%
                               Hills, MI
2871 Research Drive            Rochester                     1991       Reg. Warehouse       3.55     49,543       100%
                               Hills, MI
2911 Research Drive            Rochester                     1992       Reg. Warehouse       5.72     80,078       100%
                               Hills, MI
3011 Research Drive            Rochester                     1988       Reg. Warehouse       2.55     32,637       100%
                               Hills, MI
2870 Technology Drive          Rochester                     1988       Light Industrial     2.41     24,445       100%
                               Hills, MI
2890 Technology Drive          Rochester                     1991       Light Industrial     1.76     24,410       100%
                               Hills, MI
2900 Technology Drive          Rochester                     1992       Reg. Warehouse       2.15     31,047       100%
                               Hills, MI
2920 Technology Drive          Rochester                     1992       Light Industrial     1.48     19,011       100%
                               Hills, MI
2930 Technology Drive          Rochester                     1991       Light Industrial     1.41     17,994       100%
                               Hills, MI
2950 Technology Drive          Rochester                     1991       Light Industrial     1.48     19,996       100%
                               Hills, MI
2960 Technology Drive          Rochester                     1992       Reg. Warehouse       3.83     41,565       100%
                               Hills, MI
23014 Commerce Drive           Farmington                    1983       R&D/Flex             0.65      7,200       100%
                               Hills, MI
23028 Commerce Drive           Farmington                    1983       Light Industrial     1.26     20,265       100%
                               Hills, MI
23035 Commerce Drive           Farmington                    1983       Light Industrial     1.23     15,200       100%
                               Hills, MI
23042 Commerce Drive           Farmington                    1983       R&D/Flex             0.75      8,790       100%
                               Hills, MI
23065 Commerce Drive           Farmington                    1983       Light Industrial     0.91     12,705       100%
                               Hill, MI
23070 Commerce Drive           Farmington                    1983       R&D/Flex             1.43     16,765       100%
                               Hills, MI
23079 Commerce Drive           Farmington                    1983       Light Industrial     0.85     10,830       100%
                               Hills, MI
23093 Commerce Drive           Farmington                    1983       Reg. Warehouse       3.87     49,040       100%
                               Hills, MI
23135 Commerce Drive           Farmington                    1986       Light Industrial     2.02     23,969       100%
                               Hills, MI
23163 Commerce Drive           Farmington                    1986       Light Industrial     1.51     19,020       100%
                               Hills, MI
23177 Commerce Drive           Farmington                    1986       Light Industrial     2.29     32,127       100%
                               Hills, MI
23206 Commerce Drive           Farmington                    1985       Light Industrial     1.30     19,822       100%
                               Hills, MI
23290 Commerce Drive           Farmington                    1980       Reg. Warehouse       2.56     42,930       100%
                               Hills, MI
</TABLE>

                                       20

<PAGE>   21
<TABLE>
<CAPTION>

                               LOCATION                  YEAR BUILT                      LAND AREA              OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE  ENCUMBRANCES   -RENOVATED   BUILDING TYPE       (ACRES)      GLA        12/31/00
      ----------------        ----------  ------------    ---------   -------------       -------      ---        --------
<S>                           <C>             <C>          <C>        <C>                  <C>        <C>          <C>
DETROIT (CONT.)
23370 Commerce Drive          Farmington                    1980      Light Industrial       0.67      8,741       100%
                              Hills, MI
21477 Bridge Street           Southfield, MI                1986      Light Industrial       3.10     41,500       80%
32450 N. Avis Drive           Madison Heights,              1974      Light Industrial       3.23     55,820       100%
                              MI
32200 N. Avis Drive           Madison Heights,              1973      Light Industrial       6.15     88,700       100%
                              MI
11813 Hubbard                 Livonia, MI                   1979      Light Industrial       1.95     33,300       100%
11866 Hubbard                 Livonia, MI                   1979      Light Industrial       2.32     41,380       100%
12050-12300 Hubbard (i)       Livonia, MI                   1981      Light Industrial       6.10     85,086       88%
38200 Plymouth                Livonia, MI                   1997      Bulk Warehouse        11.43    140,365       100%
38220 Plymouth                Livonia, MI                   1988      Bulk Warehouse        13.14    145,232       100%
38300 Plymouth                Livonia, MI                   1997      Bulk Warehouse         6.95    127,800       100%
12707 Eckles Road             Plymouth, MI                  1990      Light Industrial       2.62     42,300       100%
9300-9328 Harrison Rd.        Romulus, MI                   1978      Light Industrial       2.53     29,286       88%
9330-9358 Harrison Rd.        Romulus, MI                   1978      Light Industrial       2.53     29,280       100%
28420-28448 Highland Rd       Romulus, MI                   1979      Light Industrial       2.53     29,280       100%
28450-28478 Highland Rd       Romulus, MI                   1979      Light Industrial       2.53     29,340       100%
28421-28449 Highland Rd       Romulus, MI                   1980      Light Industrial       2.53     29,285       100%
28451-28479 Highland Rd       Romulus, MI                   1980      Light Industrial       2.53     29,280       63%
28825-28909 Highland Rd       Romulus, MI                   1981      Light Industrial       2.53     29,284       100%
28933-29017 Highland Rd       Romulus, MI                   1982      Light Industrial       2.53     29,280       63%
28824-28908 Highland Rd       Romulus, MI                   1982      Light Industrial       2.53     29,280       100%
28932-29016 Highland Rd       Romulus, MI                   1982      Light Industrial       2.53     29,280       100%
9710-9734 Harrison Road       Romulus, MI                   1987      Light Industrial       2.22     25,925       100%
9740-9772 Harrison Road       Romulus, MI                   1987      Light Industrial       2.53     29,548       100%
9840-9868 Harrison Road       Romulus, MI                   1987      Light Industrial       2.53     29,280       100%
9800-9824 Harrison Road       Romulus, MI                   1987      Light Industrial       2.22     25,620       100%
29265-29285 Airport Drive     Romulus, MI                   1983      Light Industrial       2.05     23,707       58%
29185-29225 Airport Drive     Romulus, MI                   1983      Light Industrial       3.17     36,658       100%
29149-29165 Airport Drive     Romulus, MI                   1984      Light Industrial       2.89     33,440       100%
29101-29115 Airport Drive     Romulus, MI                   1985      R&D/Flex               2.53     29,287       50%
29031-29045 Airport Drive     Romulus, MI                   1985      Light Industrial       2.53     29,280       100%
29050-29062 Airport Drive     Romulus, MI                   1986      Light Industrial       2.22     25,837       100%
29120-29134 Airport Drive     Romulus, MI                   1986      Light Industrial       2.53     29,282       75%
29200-29214 Airport Drive     Romulus, MI                   1985      Light Industrial       2.53     29,282       100%
9301-9339 Middlebelt Road     Romulus, MI                   1983      R&D/Flex               1.29     15,173       100%
26980 Trolley Industrial      Taylor, MI                    1997      Bulk Warehouse         5.43                  100%
Drive                                                                                                102,400
28055 S. Wick Road            Romulus, MI                   1989      Light Industrial       6.79     42,060       100%
12050-12200 Farmington Road   Livonia, MI                   1973      Light Industrial       1.34     25,470       57%
33200 Capitol Avenue          Livonia, MI                   1977      Light Industrial       2.16     40,000       100%
32975 Capitol Avenue          Livonia, MI                   1978      R&D/Flex               0.99     18,465       100%
2725 S. Industrial Highway    Ann Arbor, MI                 1997      Light Industrial       2.63     37,875       100%
32920 Capitol Avenue          Livonia, MI                   1973      Reg. Warehouse         0.47      8,000       100%
32940 Capitol Avenue          Livonia, MI                   1971      Light Industrial       0.45      8,480        0%
11862 Brookfield Avenue       Livonia, MI                   1972      Light Industrial       0.92     14,600        0%
11923 Brookfield Avenue       Livonia, MI                   1973      Light Industrial       0.76     14,600       100%
11965 Brookfield Avenue       Livonia, MI                   1973      Light Industrial       0.88     14,600       100%
34005 Schoolcraft Road        Livonia, MI                   1981      Light Industrial       1.70     26,100       100%
13405 Stark Road              Livonia, MI                   1980      Light Industrial       0.65      9,750       100%
1170 Chicago Road             Troy, MI                      1983      Light Industrial       1.73     21,500       100%
1200 Chicago Road             Troy, MI                      1984      Light Industrial       1.73     26,210       100%
450 Robbins Drive             Troy, MI                      1976      Light Industrial       1.38     19,050       100%
556 Robbins Drive             Troy, MI                      1974      Light Industrial       0.63      8,760       100%
1230 Chicago Road             Troy, MI                      1996      Reg. Warehouse         2.10     30,120       100%
12886 Westmore Avenue         Livonia, MI                   1981      Light Industrial       1.01     18,000        0%
12898 Westmore Avenue         Livonia, MI                   1981      Light Industrial       1.01     18,000       100%
33025 Industrial Road         Livonia, MI                   1980      Light Industrial       1.02      6,250       100%
2002 Stephenson Highway       Troy, MI                      1986      R&D/Flex               1.42     21,850       100%
47711 Clipper Street          Plymouth Twsp, MI             1996      Reg. Warehouse         2.27     36,926       100%
32975 Industrial Road         Livonia, MI                   1984      Light Industrial       1.19     21,000       100%
32985 Industrial Road         Livonia, MI                   1985      Light Industrial       0.85     12,040       100%
32995 Industrial Road         Livonia, MI                   1983      Light Industrial       1.11     14,280       100%
12874 Westmore Avenue         Livonia, MI                   1984      Light Industrial       1.01     16,000       100%
33067 Industrial Road         Livonia, MI                   1984      Light Industrial       1.11     18,640       100%
1775 Bellingham               Troy, MI                      1987      R&D/Flex               1.88     28,900       100%
1785 East Maple               Troy, MI                      1985      Light Industrial       0.80     10,200       100%
1807 East Maple               Troy, MI                      1984      R&D/Flex               2.15     28,100       100%
9800 Chicago Road             Troy, MI                      1985      Light Industrial       1.09     14,280       100%
1840 Enterprise Drive         Rochester Hills, MI          1990      R&D/Flex               2.42     33,240       100%
1885 Enterprise Drive         Rochester Hills, MI           1990      Light Industrial       1.47     19,604       100%
1935-55 Enterprise Drive      Rochester Hills, MI           1990      R&D/Flex               4.54     53,400       100%
5500 Enterprise Court         Warren, MI                    1989      R&D/Flex               3.93     53,900       100%
5800 Enterprise Court         Warren, MI                    1987      Manufacturing          1.48     17,240       100%
</TABLE>


                                       21
<PAGE>   22
<TABLE>
<CAPTION>

                               LOCATION                  YEAR BUILT                      LAND AREA              OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE  ENCUMBRANCES   -RENOVATED   BUILDING TYPE       (ACRES)      GLA        12/31/00
      ----------------        ----------  ------------    ---------   -------------       -------      ---        --------
<S>                           <C>            <C>            <C>       <C>                 <C>         <C>          <C>
DETROIT (CONT.)
750 Chicago Road              Troy, MI                      1986      Light Industrial       1.54     26,709       100%
800 Chicago Road              Troy, MI                      1985      Light Industrial       1.48     24,340       100%
850 Chicago Road              Troy, MI                      1984      Light Industrial       0.97     16,049       100%
2805 S. Industrial Highway    Ann Arbor, MI                 1990      R&D/Flex               1.70     24,458       100%
6833 Center Drive             Sterling Heights, MI          1998      Reg. Warehouse         4.42     66,132       100%
22731 Newman Street           Dearborn, MI                  1985      R&D/Flex               2.31     48,000       100%
32201 North Avis Drive        Madison Heights, MI           1974      R&D/Flex               4.19     50,000       100%
1100 East Mandoline Road      Madison Heights, MI           1967      Bulk Warehouse         8.19    117,903       100%
30081 Stephenson Highway      Madison Heights, MI           1967      Light Industrial       2.50     50,750       100%
1120 John A. Papalas Drive(j) Lincoln Park, MI              1985      Light Industrial      10.30    120,410       100%
36555 Ecorse                  Romulus, MI                   1998      Bulk Warehouse        18.00    268,800       100%
6340 Middlebelt               Romulus, MI                   1998      Light Industrial      11.03     77,508       100%
4872 S. Lapeer Road           Lake Orion Twsp, MI           1999      Bulk Warehouse         9.58    125,605       100%
775 James L. Hart Parkway     Ypsilanti, MI                 1999      Reg. Warehouse         7.65     55,535       100%
1400 Allen Drive              Troy, MI                      1979      Reg. Warehouse         1.98     27,280       100%
1408 Allen Drive              Troy, MI                      1979      Light Industrial       1.44     19,704       100%
1305 Stephenson Hwy           Troy, MI                      1979      Reg. Warehouse         3.42     47,000       100%
32505 Industrial Drive        Madison Heights, MI           1979      Light Industrial       3.07     47,013       100%
1799-1813 Northfield Drive(i) Rochester Hills, MI           1980      Light Industrial       4.22     67,360       80%
                                                                                                   ----------     -------
                                                                     SUBTOTAL OR AVERAGE           5,066,052       97%
                                                                                                   ----------     -------
GRAND RAPIDS
2 84th Street SW              Byron Center, MI              1986      Light Industrial       3.01     30,000       100%
100 84th Street SW            Byron Center, MI              1979      Light Industrial       4.20     81,000       100%
511 76th Street SW            Grand Rapids, MI              1986      Bulk Warehouse        14.44    202,500       95%
553 76th Street SW            Grand Rapids, MI              1985      R&D/Flex               1.16     10,000       100%
555 76th Street SW            Grand Rapids, MI              1987      Bulk Warehouse        12.50    200,000       100%
2935 Walkent Court NW         Grand Rapids, MI              1991      Light Industrial       6.13     64,961       100%
3300 Kraft Avenue SE          Grand Rapids, MI              1987      Bulk Warehouse        11.57    200,000       100%
3366 Kraft Avenue SE          Grand Rapids, MI              1987      Bulk Warehouse        12.35    200,000       100%
5001 Kendrick Court SE        Grand Rapids, MI              1983      Light Industrial       4.00     61,500       100%
5050 Kendrick Court SE        Grand Rapids, MI              1988      Manufacturing         26.94    413,500       100%
5015 52nd Street SE           Grand Rapids, MI              1987      Light Industrial       4.11     61,250       100%
5025 28th Street              Grand Rapids, MI              1967      Light Industrial       3.97     14,400       100%
5079 33rd Street SE           Grand Rapids, MI              1990      Bulk Warehouse         6.74    109,875       100%
5333 33rd Street SE           Grand Rapids, MI              1991      Bulk Warehouse         8.09    101,250       100%
5130 Patterson Ave            Grand Rapids, MI              1987      Light Industrial       6.57     30,000       100%
3395 Kraft Avenue             Grand Rapids, MI              1985      Light Industrial       3.70     42,600       100%
3427 Kraft Avenue             Grand Rapids, MI              1985      Light Industrial       2.40     32,600       100%
                                                                                                   ----------     -------
                                                                      SUBTOTAL OR                  1,855,436       100%
                                                                      AVERAGE
                                                                                                   ----------     -------
HOUSTON
2102-2314 Edwards Street      Houston, TX                   1961      Bulk Warehouse         5.02    115,248       100%
4545 Eastpark Drive           Houston, TX                   1972      Reg. Warehouse         3.80     81,295        0%
3351 Rauch Street             Houston, TX                   1970      Reg. Warehouse         4.04     82,500       100%
3851 Yale Street              Houston, TX                   1971      Bulk Warehouse         5.77    132,554       100%
3337-3347 Rauch Street        Houston, TX                   1970      Reg. Warehouse         2.29     53,425       100%
8505 North Loop East          Houston, TX                   1981      Bulk Warehouse         4.99    107,769       100%
4749-4799 Eastpark Dr.        Houston, TX                   1979      Bulk Warehouse         7.75    182,563       93%
4851 Homestead Road           Houston, TX                   1973      Bulk Warehouse         3.63    142,250       100%
3365-3385 Rauch Street        Houston, TX                   1970      Reg. Warehouse         3.31     82,140       100%
5050 Campbell Road            Houston, TX                   1970      Bulk Warehouse         6.10    121,875       84%
4300 Pine Timbers             Houston, TX                   1980      Bulk Warehouse         4.76    113,400       100%
10600 Hampstead               Houston, TX                   1974      Light Industrial       1.26     19,063       100%
2300 Fairway Park Drive       Houston, TX                   1974      Light Industrial       1.25     19,008       100%
7901 Blankenship              Houston, TX                   1972      Light Industrial       2.17     48,000       100%
2500-2530 Fairway Park        Houston, TX                   1974      Bulk Warehouse         8.72    213,638       100%
6550 Longpointe               Houston, TX                   1980      Bulk Warehouse         4.13     97,700       100%
1815 Turning Basin Drive      Houston, TX                   1980      Bulk Warehouse         6.34    139,630       100%
1819 Turning Basin Drive      Houston, TX                   1980      Light Industrial       2.85     65,494       100%
4545 Mossford Drive           Houston, TX                   1975      Reg. Warehouse         3.56     66,565       100%
1805 Turning Basin Drive      Houston, TX                   1980      Bulk Warehouse         7.60    155,250       100%
7000 Empire Drive             Houston, TX        (e)        1980      R&D/Flex               6.25     95,073       96%
9777 West Gulfbank Drive      Houston, TX        (e)        1980      Light Industrial      15.45    252,242       82%
9835 A Genard Road            Houston, TX                   1980      Bulk Warehouse        39.20    417,350       100%
9835 B Genard Road            Houston, TX                   1980      Reg. Warehouse         6.40     66,600       100%
16134 West Hardy              Houston, TX                   1984      Light Industrial       3.60     34,177       92%
16216 West Hardy              Houston, TX                   1984      Light Industrial       3.12     29,631       100%
10161 Harwin Drive            Houston, TX                1979/1981    R&D/Flex               5.27     73,052       100%
10165 Harwin Drive            Houston, TX                1979/1981    R&D/Flex               2.31     31,987       100%
10175 Harwin Drive            Houston, TX                1979/1981    Light Industrial       2.85     39,475       64%
100 Donwick                   The Woodlands, TX             1982      Bilk Warehouse        15.85    251,850       100%
                                                                                                   ----------     -------
                                                                      SUBTOTAL OR AVERAGE          3,330,804       95%
                                                                                                   ----------     -------

</TABLE>



                                       22
<PAGE>   23
<TABLE>
<CAPTION>


                               LOCATION                  YEAR BUILT                      LAND AREA              OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE  ENCUMBRANCES   -RENOVATED   BUILDING TYPE       (ACRES)      GLA        12/31/00
      ----------------        ----------  ------------    ---------   -------------       -------      ---        --------
<S>                           <C>               <C>        <C>         <C>                 <C>        <C>         <C>
INDIANAPOLIS
2400 North Shadeland          Indianapolis, IN              1970      Reg. Warehouse         2.45     40,000       100%
2402 North Shadeland          Indianapolis, IN              1970      Bulk Warehouse         7.55    121,539        94%
7901 West 21st Street         Indianapolis, IN              1985      Bulk Warehouse        12.00    353,000       100%
1445 Brookville Way           Indianapolis, IN    (a)       1989      Bulk Warehouse         8.79    115,200       100%
1440 Brookville Way           Indianapolis, IN    (a)       1990      Bulk Warehouse         9.64    166,400       100%
1240 Brookville Way           Indianapolis, IN    (a)       1990      Light Industrial       3.50     63,000       100%
1220 Brookville Way           Indianapolis, IN    (a)       1990      R&D/Flex               2.10     10,000       100%
1345 Brookville Way           Indianapolis, IN    (b)       1992      Bulk Warehouse         5.50    132,000       100%
1350 Brookville Way           Indianapolis, IN    (a)       1994      Reg. Warehouse         2.87     38,460       100%
1341 Sadlier Circle East      Indianapolis, IN    (b)    1971/1992    Light Industrial       2.03     32,400       100%
Drive
1322-1438 Sadlier Circle      Indianapolis, IN    (b)    1971/1992    Light Industrial       3.79     36,000        87%
East Dr
1327-1441 Sadlier Circle      Indianapolis, IN    (b)       1992      Light Industrial       5.50     54,000        80%
East Dr
1304 Sadlier Circle East      Indianapolis, IN    (b)    1971/1992    Reg. Warehouse         2.42     17,600       100%
Drive
1402 Sadlier Circle East      Indianapolis, IN    (b)    1970/1992    Light Industrial       4.13     40,800        88%
Drive
1504 Sadlier Circle East      Indianapolis, IN    (b)    1971/1992    Manufacturing          4.14     54,000       100%
Drive
1311 Sadlier Circle East      Indianapolis, IN    (b)    1971/1992    R&D/Flex               1.78     13,200       100%
Drive
1365 Sadlier Circle East      Indianapolis, IN    (b)    1971/1992    Light Industrial       2.16     30,000       100%
Drive
1352-1354 Sadlier Circle E.   Indianapolis, IN    (b)    1970/1992    Light Industrial       3.50     44,000       100%
Drive
1335 Sadlier Circle East      Indianapolis, IN    (b)    1971/1992    R&D/Flex               1.20     20,000       100%
Drive
1327 Sadlier Circle East      Indianapolis, IN    (b)    1971/1992    Reg. Warehouse         1.20     12,800       100%
Drive
1425 Sadlier Circle East      Indianapolis, IN    (b)    1971/1992    R&D/Flex               2.49      5,000       100%
Drive
1230 Brookville Way           Indianapolis, IN    (a)       1995      Reg. Warehouse         1.96     15,000       100%
6951 East 30th Street         Indianapolis, IN              1995      Light Industrial       3.81     44,000       100%
6701 East 30th Street         Indianapolis, IN              1995      Light Industrial       3.00      7,820       100%
6737 East 30th Street         Indianapolis, IN              1995      Reg. Warehouse        11.01     87,500       100%
1225 Brookville Way           Indianapolis, IN              1997      Light Industrial       1.00     10,000       100%
6555 East 30th Street         Indianapolis, IN           1969/1981    Bulk Warehouse        22.00    331,826        45%
2432-2436 Shadeland           Indianapolis, IN              1968      Light Industrial       4.57     70,560        94%
8402-8440 East 33rd Street    Indianapolis, IN              1977      Light Industrial       4.70     55,200        78%
8520-8630 East 33rd Street    Indianapolis, IN              1976      Light Industrial       5.30     81,000        72%
8710-8768 East 33rd Street    Indianapolis, IN              1979      Light Industrial       4.70     43,200        70%
3316-3346 North Pagosa Court  Indianapolis, IN              1977      Light Industrial       5.10     81,000        72%
3331 Raton Court              Indianapolis, IN              1979      Light Industrial       2.80     35,000       100%
6751 East 30th Street         Indianapolis, IN              1997      Bulk Warehouse         6.34    100,000       100%
9210 East 146th Street        Noblesville, IN               1978      Reg. Warehouse        11.91     23,950        0%
5902 Decatur Blvd             Indianapolis, IN              2000      Bulk Warehouse        26.50    389,660       100%
                                                                                                   ----------      ------
                                                                      SUBTOTAL OR AVERAGE          2,775,115        89%
                                                                                                   ----------      ------
LONG ISLAND
10 Edison Street              Amityville, NY                1971      Light Industrial       1.40     34,400       100%
100 Lauman Lane               Hicksville, NY                1968      Reg. Warehouse         1.90     36,880       100%
35 Bloomingdale Road          Hicksville, NY                1962      Light Industrial       1.40     31,950        89%
15-39 Tec Street              Hicksville, NY                1965      Light Industrial       1.10     17,350       100%
100 Tec Street                Hicksville, NY                1965      Light Industrial       1.20     25,000        48%
51-89 Tec Street              Hicksville, NY                1965      Light Industrial       1.20     21,741       100%
502 Old Country Road          Hicksville, NY                1965      Light Industrial       0.50     10,000       100%
80-98 Tec Street              Hicksville, NY                1965      Light Industrial       0.75     13,025       100%
201-233 Park Avenue           Hicksville, NY                1962      Light Industrial       1.70     36,787       100%
160 Engineers Drive           Hicksville, NY                1966      Light Industrial       1.90     29,500       100%
260 Engineers Drive           Hicksville, NY                1966      Light Industrial       2.80     52,380       100%
87-119 Engineers Drive (i)    Hicksville, NY                1966      Light Industrial       1.70     36,400       100%
950-970 South Broadway        Hicksville, NY                1966      Light Industrial       2.65     55,889        93%
62 Alpha Plaza                Hicksville, NY                1968      Light Industrial       2.64     34,600       100%
90 Alpha Plaza                Hicksville, NY                1969      Light Industrial       1.36     34,962       100%
                                                                                                   ----------      ------
                                                                      SUBTOTAL OR AVERAGE            470,864        96%
                                                                                                   ----------      ------
LOS ANGELES
5220 Fourth Street            Irwindale,CA                  2000      Light Industrial       1.28     28,800        89%
15705 Arrow Highway           Irwindale,CA                  1987      Light Industrial       0.75     16,792        87%
15709 Arrow Highway           Irwindale,CA                  1987      Light Industrial       1.10     24,000       100%
6407-6419 Alondra Blvd.       Paramount, CA                 1985      Light Industrial       0.90     16,392       100%
6423-6431 Alondra Blvd.       Paramount, CA                 1985      Light Industrial       0.76     13,765        68%
                                                                                                   ----------      ------
                                                                      SUBTOTAL OR AVERAGE             99,749        90%
                                                                                                   ----------      ------
LOUISVILLE
9001 Cane Run Road            Louisville, KY                1998      Bulk Warehouse        39.60    212,500       100%
9101 Cane Run Road            Louisville, KY                2000      Bulk Warehouse        14.00    231,000       100%
                                                                                                   ----------      ------
                                                                      SUBTOTAL OR AVERAGE            443,500       100%
                                                                                                   ----------      ------
MILWAUKEE
6523 N. Sydney Place          Glendale, WI                  1978      Light Industrial       4.00     43,440       100%
8800 W. Bradley               Milwaukee, WI                 1982      Light Industrial       8.00     77,621       100%
1435 North 113th Street       Wauwatosa, WI                 1993      Light Industrial       4.69     51,950       100%
11217-43 W. Becher Street     West Allis, WI                1979      Light Industrial       1.74     29,099       100%
</TABLE>


                                       23

<PAGE>   24
<TABLE>
<CAPTION>


                                LOCATION                  YEAR BUILT                     LAND AREA              OCCUPANCY AT
      BUILDING ADDRESS         CITY/STATE  ENCUMBRANCES   -RENOVATED  BUILDING TYPE       (ACRES)      GLA        12/31/00
      ----------------         ----------  ------------   ----------- -------------       -------      ---        --------
<S>                            <C>            <C>           <C>        <C>                <C>         <C>         <C>
MILWAUKEE
2152 S. 114th Street           West Allis, WI               1980      Light Industrial       3.30     63,716       100%
4560 North 124th Street        Wauwatosa, WI                1976      Light Industrial       1.31     25,000       100%
12221 West Feerick Street      Wauwatosa, WI                1971      Reg. Warehouse         1.90     39,800       100%
4410 80 North 132nd Street     Butler, WI                   1999      Bulk Warehouse         4.90    100,000        80%
                                                                                                   ----------      ------
                                                                                                                   ------
                                                                      SUBTOTAL OR AVERAGE            430,626        95%
                                                                                                   ----------      ------
MINNEAPOLIS/ST. PAUL
6507-6545 Cecilia Circle       Bloomington, MN              1980      Manufacturing          9.65     74,118       100%
1275 Corporate Center Drive    Eagan, MN                    1990      Light Industrial       1.50     19,675       100%
1279 Corporate Center Drive    Eagan, MN                    1990      Light Industrial       1.50     19,792       100%
2815 Eagandale Boulevard       Eagan, MN                    1990      Light Industrial       2.20     29,106       100%
6201 West 111th Street         Bloomington, MN              1987      Bulk Warehouse        37.00    424,866       100%
6403-6545 Cecilia Drive        Bloomington, MN              1980      Light Industrial       9.65     87,198       100%
6925-6943 Washington Avenue    Edina, MN                    1972      Manufacturing          2.75     37,625       100%
6955-6973 Washington Avenue    Edina, MN                    1972      Manufacturing          2.25     31,189       100%
7251-7267 Washington Avenue    Edina, MN                    1972      Light Industrial       1.82     26,250       100%
7301-7325 Washington Avenue    Edina, MN                    1972      Light Industrial       1.92     27,297       100%
7101 Winnetka Avenue North     Brooklyn Park, MN            1990      Bulk Warehouse        14.18    252,978       100%
7600 Golden Triangle Drive     Eden Prairie, MN             1989      R&D/Flex               6.79     74,148       100%
9901 West 74th Street          Eden Prairie, MN           1983/88     Reg. Warehouse         8.86    150,000        42%
11201 Hampshire Avenue South   Bloomington, MN              1986      Manufacturing          5.90     60,480       100%
12220-12222 Nicollet Avenue    Burnsville, MN             1989/90     Light Industrial       1.80     17,116        67%
12250-12268 Nicollet Avenue    Burnsville, MN             1989/90     Light Industrial       4.30     42,465        91%
12224-12226 Nicollet Avenue    Burnsville, MN             1989/90     R&D/Flex               2.40     23,607        78%
305 2nd Street Northwest       New Brighton, MN             1991      Light Industrial       5.43     62,293       100%
980 Lone Oak Road              Eagan, MN                    1992      Reg. Warehouse        11.40    154,950        74%
990 Lone Oak Road              Eagan, MN                    1989      Reg. Warehouse        11.41    153,608       100%
1030 Lone Oak Road             Eagan, MN                    1988      Light Industrial       6.30     83,076        90%
1060 Lone Oak Road             Eagan, MN                    1988      Light Industrial       6.50     82,728        73%
5400 Nathan Lane               Plymouth, MN                 1990      Light Industrial       5.70     72,089       100%
6464 Sycamore Court            Maple Grove, MN              1990      Manufacturing          6.40     79,702       100%
10120 W. 76th Street           Eden Prairie, MN             1987      Light Industrial       4.52     57,798       100%
7615 Golden Triangle           Eden Prairie, MN             1987      Light Industrial       4.61     52,816        99%
7625 Golden Triangle Drive     Eden Prairie, MN             1987      Light Industrial       4.61     73,125        81%
2605 Fernbrook Lane North      Plymouth, MN                 1987      R&D/Flex               6.37     80,766       100%
12155 Nicollet Avenue          Burnsville, MN               1995      Reg. Warehouse         5.80     48,000       100%
73rd Avenue North              Brooklyn Park, MN            1995      R&D/Flex               4.46     59,782       100%
1905 W. Country Road C         Roseville, MN                1993      R&D/Flex               4.60     47,735       100%
2720 Arthur Street             Roseville, MN                1995      R&D/Flex               6.06     74,337       100%
10205 51st Avenue North        Plymouth, MN                 1990      Reg. Warehouse         2.00     30,476       100%
4100 Peavey Road               Chaska, MN                   1988      Manufacturing          8.27     78,029        71%
11300 Hampshire Ave. South     Bloomington, MN              1983      Bulk Warehouse         9.94    145,210       100%
375 Rivertown Drive            Woodbury, MN                 1996      Bulk Warehouse        11.33    251,968       100%
5205 Highway 169               Plymouth, MN                 1960      Light Industrial       7.92     98,844        85%
6451-6595 Citywest Parkway     Eden Prairie, MN             1984      R&D/Flex               6.98     82,769       100%
7100-7190 Shady Oak Road  (j)  Eden Prairie, MN             1982      Light Industrial      14.44    187,777       100%
7500-7546 Washington Square    Eden Prairie, MN             1975      Light Industrial       5.40     46,200        95%
7550-7558 Washington Square    Eden Prairie, MN             1975      Light Industrial       2.70     29,739       100%
5240-5300 Valley Industrial    Shakopee, MN                 1973      Light Industrial       9.06     80,001        64%
Blvd S
1565 First Avenue NW           New Brighton, MN             1978      Manufacturing          8.87    112,083       100%
7125 Northland Terrace         Brooklyn Park, MN            1996      R&D/Flex               5.89     79,958       100%
6900 Shady Oak Road            Eden Prairie,  MN            1980      R&D/Flex               4.60     49,190       100%
6477-6525 City West Parkway    Eden Prairie, MN             1984      R&D/Flex               7.00     89,456       100%
1157 Valley Park Drive         Shakopee, MN                 1997      Bulk Warehouse         9.97    126,014       100%
500-530 Kasota Avenue SE       Minneapolis, MN              1976      Manufacturing          4.47     85,442        80%
770-786 Kasota Avenue SE       Minneapolis, MN              1976      Manufacturing          3.16     56,388       100%
800 Kasota Avenue SE           Minneapolis, MN              1976      Manufacturing          4.10    100,250       100%
2530-2570 Kasota Avenue        St. Paul, MN                 1976      Manufacturing          4.56     75,426       100%
504 Malcolm Ave. SE            Minneapolis, MN              1999      Bulk Warehouse         7.50    143,066       100%
1150 Gateway Drive             Shakopee, MN                 1999      Bulk Warehouse         9.75    153,454       100%
5555 12th Avenue East          Shakopee, MN                 2000      Bulk Warehouse         7.81    128,593        87%
                                                                                                   ----------      ------
                                                                      SUBTOTAL OR AVERAGE          4,811,048        94%
                                                                                                   ----------      ------
NASHVILLE
417 Harding Industrial Drive   Nashville, TN                1972      Bulk Warehouse        13.70    207,440       100%
3099 Barry Drive               Portland, TN                 1995      Manufacturing          6.20    109,058        57%
3150 Barry Drive               Portland, TN                 1993      Bulk Warehouse        26.32    268,253       100%
5599 Highway 31 West           Portland, TN                 1995      Bulk Warehouse        20.00    161,500       100%
1650 Elm Hill Pike             Nashville, TN                1984      Light Industrial       3.46     41,228        83%
1821 Air Lane Drive            Nashville, TN                1984      Light Industrial       2.54     25,300       100%
1102 Appleton Drive            Nashville, TN                1984      Light Industrial       1.73     28,022       100%
1920 Air Lane Drive            Nashville, TN                1985      Light Industrial       3.19     49,922       100%
</TABLE>




                                       24

<PAGE>   25
<TABLE>
<CAPTION>
                               LOCATION                       YEAR BUILT                      LAND AREA             OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE        ENCUMBRANCES  -RENOVATED   BUILDING TYPE       (ACRES)      GLA       12/31/00
      ----------------        ----------        ------------  ----------   -------------      ---------     ---       --------
<S>                           <C>               <C>           <C>          <C>                <C>       <C>         <C>
NASHVILLE (CONT.)
1931 Air Lane Drive           Nashville, TN                      1984      Light Industrial      10.11     87,549        92%
470 Metroplex Drive (i)       Nashville, TN                      1986      Light Industrial       8.11    102,040        84%
1150 Antiock Pike             Nashville, TN                      1987      Bulk Warehouse         9.83    146,055       100%
1630 Corporate Place          La Vergne, TN                      1973      Bulk Warehouse         7.60    122,000       100%
4640 Cummings Park            Nashville, TN                      1986      Bulk Warehouse        14.69    100,000       100%
211 Nesbitt North             Nashville, TN                      1983      Bulk Warehouse         6.12    135,625       100%
211 Nesbitt South             Nashville, TN                      1983      Bulk Warehouse         6.10    135,925       100%
211 Nesbitt West              Nashville, TN                      1985      Bulk Warehouse         3.05     67,500       100%
                                                                                                        ----------     ------
                                                                           SUBTOTAL OR AVERAGE          1,787,417        96%
                                                                                                        ----------     ------
NEW ORLEANS
520-524 Elmwood Park Blvd.(i) Jefferson, LA                      1986      Light Industrial       5.32    102,209        92%
125 Mallard St.               St. Rose, LA            (d)        1984      R&D/Flex               1.38     23,436       100%
107 Mallard                   St. Rose, LA            (d)        1985      Light Industrial       1.48     23,436       100%
125 James Drive West          St. Rose, LA            (d)        1990      Light Industrial       3.30     38,692       100%
161 James Drive West          St. Rose, LA                       1986      Light Industrial       2.80     47,474       100%
150 James Drive East          St. Rose, LA                       1986      Light Industrial       3.60     49,275        85%
115 James Drive West          St. Rose, LA            (d)        1986      Light Industrial       2.07     21,408       100%
100 James Drive               St. Rose, LA            (d)        1980      R&D/Flex               6.66     43,055       100%
143 Mallard St.               St. Rose, LA            (d)        1982      Light Industrial       1.48     23,436       100%
160 James Drive East          St. Rose, LA            (d)        1981      R&D/Flex               3.66     25,772       100%
190 James Drive East          St. Rose, LA            (d)        1987      Light Industrial       4.47     36,357        79%
120 Mallard St.               St. Rose, LA            (d)        1981      R&D/Flex               3.41     53,520        94%
110 James Drive West          St. Rose, LA            (d)        1983      R&D/Flex               1.57     24,018       100%
150 Canvasback Drive          St. Rose, LA                       1986      Reg. Warehouse         2.80     40,500       100%
150 Teal Street               St. Rose, LA                       1999      Light Industrial       3.33     53,544       100%
                                                                                                        ----------     ------
                                                                           SUBTOTAL OR AVERAGE            606,132        96%
                                                                                                        ----------     ------
NORTHERN NEW JERSEY
60 Ethel Road West            Piscataway, NJ                     1982      Light Industrial       3.93     42,802        63%
70 Ethel Road West            Piscataway, NJ                     1979      Light Industrial       3.78     62,000        81%
140 Hanover Avenue            Hanover, NJ                     1964/1988    R&D/Flex               2.95     24,905       100%
601-629 Montrose Avenue       South Plainfield, NJ               1974      Light Industrial       5.83     75,000       100%
3 Marlen                      Hamilton, NJ                       1981      Light Industrial       1.11     13,174       100%
5 Marlen                      Hamilton, NJ                       1981      Light Industrial       1.56     21,000       100%
7 Marlen                      Hamilton, NJ                       1982      Light Industrial       2.05     28,400       100%
8 Marlen                      Hamilton, NJ                       1982      Reg. Warehouse         4.36     60,001       100%
15 Marlen                     Hamilton, NJ                       1982      Light Industrial       1.19     13,562       100%
17 Marlen                     Hamilton, NJ                       1981      Light Industrial       1.32     20,065       100%
1 South Gold Drive            Hamilton, NJ                       1973      Light Industrial       1.50     20,009        95%
5 South Gold Drive            Hamilton, NJ                       1974      Light Industrial       1.97     24,000       100%
7 South Gold Drive            Hamilton, NJ                       1976      Light Industrial       1.00     10,220       100%
8 South Gold Drive            Hamilton, NJ                       1977      Light Industrial       1.14     16,907       100%
9 South Gold Drive            Hamilton, NJ                       1980      Light Industrial       1.00     13,583       100%
11 South Gold Drive           Hamilton, NJ                       1979      Light Industrial       1.97     33,114       100%
12 South Gold Drive           Hamilton, NJ                       1980      Light Industrial       1.29     20,240       100%
9 Princess Road               Lawrenceville, NJ                  1985      R&D/Flex               2.36     24,375       100%
11 Princess Road              Lawrenceville, NJ                  1985      R&D/Flex               5.33     55,000       100%
15 Princess Road              Lawrenceville, NJ                  1986      R&D/Flex               2.00     20,625       100%
17 Princess Road              Lawrenceville, NJ                  1986      R&D/Flex               1.82     18,750       100%
220 Hanover Avenue            Hanover, NJ                        1987      Bulk Warehouse        29.27    158,242       100%
244 Shefield Street           Mountainside, NJ                1965/1986    Light Industrial       2.20     23,430       100%
30 Troy Road                  Hanover,  NJ                       1972      Light Industrial       1.31     17,500       100%
15 Leslie Court               Hanover,  NJ                       1971      Light Industrial       3.08     18,000       100%
20 Leslie Court               Hanover,  NJ                       1974      Light Industrial       1.38     17,997       100%
25 Leslie Court               Hanover,  NJ                       1975      Light Industrial       1.30     70,800       100%
130 Algonquin Parkway         Hanover,  NJ                       1973      Light Industrial       5.50     29,008       100%
150 Algonquin Parkway         Hanover,  NJ                       1973      Light Industrial       2.47     17,531       100%
55 Locust Avenue              Roseland, NJ                       1980      Reg. Warehouse        13.63     79,750       100%
31 West Forest Street (i)     Englewood, NJ                      1978      Light Industrial       6.00    110,000       100%
25 World's Fair Drive         Franklin, NJ                       1986      R&D/Flex               1.81     20,000         0%
14 World's Fair Drive         Franklin, NJ                       1980      R&D/Flex               4.53     60,000        92%
16 World's Fair Drive         Franklin, NJ                       1981      Light Industrial       3.62     43,400       100%
18 World's Fair Drive         Franklin, NJ                       1982      R&D/Flex               1.06     12,809       100%
23 World's Fair Drive         Franklin, NJ                       1982      Light Industrial       1.20     16,000       100%
12 World's Fair Drive         Franklin, NJ                       1981      Light Industrial       3.85     65,000        96%
49 Napoleon Court             Franklin, NJ                       1982      Light Industrial       2.06     32,500       100%
50 Napoleon Court             Franklin, NJ                       1982      Light Industrial       1.52     20,158       100%
22 World's Fair Drive         Franklin, NJ                       1983      Light Industrial       3.52     50,000       100%
26 World's Fair Drive         Franklin, NJ                       1984      Light Industrial       3.41     47,000       100%
24 World's Fair Drive         Franklin, NJ                       1984      Light Industrial       3.45     47,000       100%
</TABLE>


                                       25
<PAGE>   26
<TABLE>
<CAPTION>
                               LOCATION                       YEAR BUILT                      LAND AREA             OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE       ENCUMBRANCES   -RENOVATED   BUILDING TYPE       (ACRES)      GLA       12/31/00
      ----------------        ----------       ------------   ----------   -------------       -------      ---       --------
<S>                           <C>              <C>            <C>          <C>                <C>       <C>         <C>
NORTHERN NEW JERSEY (CONT.)
12 Wright Way                 Oakland, NJ                        1981      Reg. Warehouse         6.52     52,402       100%
155 Pierce Street             Sumerset, NJ                       1999      R&D/Flex               4.84     46,000        78%
20 World's Fair Drive Lot 13  Sumerset, NJ                       1999      R&D/Flex               4.25     30,000        67%
10 New Maple Road             Pine Brook, NJ                  1973/1999    Bulk Warehouse        18.13    265,376       100%
60 Chapin Road                Pine Brook, NJ                  1977/2000    Bulk Warehouse        13.61    258,240       100%
45 Route 46                   Pine Brook, NJ                  1974/1987    Light Industrial       6.54     83,830        81%
43 Route 46                   Pine Brook, NJ                  1974/1987    Light Industrial       2.48     35,629        87%
39 Route 46                   Pine Brook, NJ                     1970      R&D/Flex               1.64     22,014        80%
26 Chapin Road                Pine Brook, NJ                     1983      Light Industrial       5.15     75,623        83%
30 Chapin Road                Pine Brook, NJ                     1983      Light Industrial       5.15     75,633        89%
20 Hook Mountain Road         Pine Brook, NJ                  1972/1984    Bulk Warehouse        14.02    213,940        98%
30 Hook Mountain Road         Pine Brook, NJ                  1972/1987    Light Industrial       3.36     51,264        73%
55 Route 46                   Pine Brook, NJ                  1978/1994    R&D/Flex               2.13     24,051       100%
16 Chapin Road                Pine Brook, NJ                     1987      R&D/Flex               4.61     67,795        92%
20 Chapin Road                Pine Brook, NJ                     1987      R&D/Flex               5.69     83,748       100%
                                                                                                        ----------     -------
                                                                           SUBTOTAL OR AVERAGE          2,959,402        94%
                                                                                                        ----------     -------
PHOENIX
4655 Mc Dowell                Phoenix, AZ                        2000      Light Industrial       3.97     58,285        79%
1045 South Edward Drive       Tempe, AZ                          1976      Light Industrial       2.12     38,560       100%
                                                                                                        ----------     -------
                                                                           SUBTOTAL OR AVERAGE             96,845        87%
                                                                                                        ----------     -------
PORTLAND
5687 International Way (k)    Milwaukee, OR           (h)        1974      Light Industrial       3.71     52,080        80%
5795 SW Jean Road (j)         Lake Oswego, OR                    1985      Light Industrial       3.02     37,352       100%
12130 NE Ainsworth
Circle (i)                    Portland, OR                       1986      R&D/Flex               4.39     53,021        77%
5509 NW 122nd Ave  (i)        Milwaukee, OR           (g)        1995      Light Industrial       2.51     26,850       100%
6105-6113 NE 92nd Avenue (k)  Portland, OR                       1978      Light Industrial       7.42    145,250       100%
8727 NE Marx Drive  (j)       Portland, OR                       1987      Light Industrial       6.59    111,000        59%
3388 SE 20th Street           Portland, OR                       1981      Light Industrial       0.25     11,810       100%
5962-5964 NE 87th Avenue      Portland, OR                       1979      Light Industrial       1.28     14,000       100%
116 SE Yamhill                Portland, OR                       1974      Light Industrial       0.23      7,500       100%
9106 NE Marx Drive            Portland, OR                       1969      Light Industrial       0.53      7,500       100%
11620 NE Ainsworth Circle     Portland, OR                       1992      Light Industrial       1.55     10,000       100%
11824 NE Ainsworth Circle     Portland, OR                       1992      Light Industrial       2.13     20,812        27%
12124 NE Ainsworth Circle     Portland, OR                       1984      Light Industrial       2.52     29,040       100%
2715 SE Raymond               Portland, OR                       1971      Light Industrial       1.28     35,000       100%
1645 NE 72nd Avenue           Portland, OR                       1972      Light Industrial       0.73     21,600       100%
1630 SE 8th Avenue            Portland, OR                       1968      Light Industrial       0.92      5,000       100%
9044 NE Marx Drive            Portland, OR                       1986      Light Industrial       0.35     19,500       100%
2443 SE 4th Avenue            Portland, OR                       1964      Light Industrial       0.76     27,128       100%
711 SE Stark Street           Portland, OR                       1972      Light Industrial       0.23      8,000       100%
11632 NE Ainsworth Circle     Portland, OR                       1990      Light Industrial       9.63    124,610        98%
14699 NE Airport Way          Portland, OR                       1998      Light Industrial       4.75     20,000       100%
                                                                                                        ----------     -------
                                                                           SUBTOTAL OR AVERAGE            787,053        88%
                                                                                                        ----------     -------
SALT LAKE CITY
2255 South 300 West (n)       Salt Lake City, UT                 1980      Light Industrial       4.56    103,018       100%
512 Lawndale Drive (o)        Salt Lake City, UT                 1981      Light Industrial      35.00    395,638        79%
1270 West 2320 South          West Valley, UT                    1986      R&D/Flex               1.49     13,025        58%
1275 West 2240 South          West Valley, UT                    1986      R&D/Flex               2.06     38,227       100%
1288 West 2240 South          West Valley, UT                    1986      R&D/Flex               0.97     13,300        60%
2235 South 1300 West          West Valley, UT                    1986      Light Industrial       1.22     19,000        54%
1293 West 2200 South          West Valley, UT                    1986      R&D/Flex               0.86     13,300        45%
1279 West 2200 South          West Valley, UT                    1986      R&D/Flex               0.91     13,300       100%
1272 West 2240 South          West Valley, UT                    1986      Light Industrial       3.07     34,870        36%
1149 West 2240 South          West Valley, UT                    1986      Light Industrial       1.71     21,250       100%
1142 West 2320 South          West Valley, UT                    1987      Light Industrial       1.52     17,500        83%
1152 West 2240 South          West Valley, UT                    1999      R&D/Flex              13.56     55,785       100%
                                                                                                        ----------     -------
                                                                           SUBTOTAL OR AVERAGE            738,213        82%
                                                                                                        ----------     -------
SOUTHERN NEW JERSEY
2-5 North Olnev Ave.          Cherry Hill, NJ                    1963      Light Industrial       2.10     58,139       100%
2 Springdale Road             Cherry Hill, NJ                    1968      Light Industrial       1.44     21,008        92%
4 Springdale Road (i)         Cherry Hill, NJ                    1963      Light Industrial       3.02     58,189       100%
6 Springdale Road             Cherry Hill, NJ                    1964      Light Industrial       1.44     23,037       100%
8 Springdale Road             Cherry Hill, NJ                    1966      Light Industrial       3.02     45,054        59%
12 Springdale Road            Cherry Hill, NJ                    1965      Light Industrial       3.40     49,259        75%
1 Esterbrook Lane             Cherry Hill, NJ                    1965      Light Industrial       1.71      8,610       100%
16 Springdale Road            Cherry Hill, NJ                    1967      Light Industrial       5.30     48,922       100%
5 Esterbrook Lane             Cherry Hill, NJ                    1966      Reg. Warehouse         5.45     39,167       100%
2 Pin Oak Lane                Cherry Hill, NJ                    1968      Light Industrial       4.45     51,230       100%
6 Esterbrook Lane             Cherry Hill, NJ                    1966      Light Industrial       3.96     32,914       100%
3 Computer Drive              Cherry Hill, NJ                    1966      Bulk Warehouse        11.40    181,000        67%
28 Springdale Road            Cherry Hill, NJ                    1967      Light Industrial       2.93     38,949       100%
</TABLE>


                                       26
<PAGE>   27
<TABLE>
<CAPTION>
                               LOCATION                       YEAR BUILT                      LAND AREA              OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE       ENCUMBRANCES   -RENOVATED   BUILDING TYPE       (ACRES)      GLA        12/31/00
      ----------------        ----------       ------------   ----------   -------------       -------      ---        --------
<S>                           <C>              <C>            <C>          <C>                <C>       <C>         <C>
SOUTHERN NEW JERSEY
3 Esterbrook Lane             Cherry Hill, NJ                    1968      Light Industrial       2.15     32,844       100%
4 Esterbrook Lane             Cherry Hill, NJ                    1969      Light Industrial       3.42     39,266       100%
26 Springdale Road            Cherry Hill, NJ                    1968      Light Industrial       3.25     31,652        93%
1 Keystone Ave.               Cherry Hill, NJ                    1969      Light Industrial       4.15     60,983        90%
1919 Springdale Road          Cherry Hill, NJ                    1970      Light Industrial       5.13     49,300       100%
21 Olnev Ave.                 Cherry Hill, NJ                    1969      Manufacturing          1.75     22,738       100%
19 Olnev Ave.                 Cherry Hill, NJ                    1971      Light Industrial       4.36     53,962        73%
2 Keystone Ave.               Cherry Hill, NJ                    1970      Light Industrial       3.47     50,922        91%
18 Olnev Ave.                 Cherry Hill, NJ                    1974      Light Industrial       8.85     62,542       100%
22 Springdale Road            Cherry Hill, NJ                    1977      Light Industrial       6.24     88,872        75%
1998 Springdale Road          Cherry Hill, NJ                    1971      Light Industrial       0.95     14,000       100%
55 Carnegie Drive             Cherry Hill, NJ                    1988      Reg. Warehouse        15.20     90,804       100%
57 Carnegie Drive             Cherry Hill, NJ                    1987      Bulk Warehouse        13.70    142,750       100%
111 Whittendale Drive         Morrestown, NJ                  1991/1996    Reg. Warehouse         5.00     79,329       100%
                                                                                                        ----------     -------
                                                                           SUBTOTAL OR AVERAGE          1,475,442        90%
                                                                                                        ----------     -------
ST. LOUIS
2121 Chapin Industrial Drive  Vinita Park, MO                  1969/87     Bulk Warehouse        23.40    281,105       100%
1200 Andes Boulevard          Olivette, MO                       1967      Light Industrial       2.77     66,600       100%
2462-2470 Schuetz Road        St. Louis, MO                      1965      Light Industrial       2.28     43,868       100%
10431-10449 Midwest
Industrial                    Olivette, MO                       1967      Light Industrial       2.40     55,125       100%
10751 Midwest Industrial
Blvd.                         Olivette, MO                       1965      Light Industrial       1.70     44,100       100%
11652-11666 Fairgrove
Industrial                    St. Louis, MO                      1966      Light Industrial       1.92     31,500       100%
11674-11688 Fairgrove
Industrial                    St. Louis, MO                      1967      Light Industrial       1.53     31,500       100%
2337 Centerline Drive         Maryland Heights, MO               1967      Light Industrial       3.46     75,600       100%
6951 N. Hanley (i)            Hazelwood, MO                      1965      Bulk Warehouse         9.50    129,614       100%
4560 Anglum Road              Hazelwood, MO                      1970      Light Industrial       2.60     35,114       100%
2760 South 1st Street         St. Louis, MO                      1997      Bulk Warehouse        11.00    178,800       100%
                                                                                                        ----------     -------
                                                                           SUBTOTAL OR AVERAGE            972,926       100%
                                                                                                        ----------     -------
TAMPA
6614 Adamo Drive              Tampa, FL                          1967      Reg. Warehouse         2.78     41,377       100%
202 Kelsey                    Tampa, FL                          1989      Bulk Warehouse         6.30    112,000       100%
6202 Benjamin Road            Tampa, FL                          1981      R&D/Flex               2.04     29,845       100%
6204 Benjamin Road            Tampa, FL                          1982      Light Industrial       4.16     60,975       100%
6206 Benjamin Road            Tampa, FL                          1983      Light Industrial       3.94     57,708       100%
6302 Benjamin Road            Tampa, FL                          1983      R&D/Flex               2.03     29,747        91%
6304 Benjamin Road            Tampa, FL                          1984      R&D/Flex               2.04     29,845       100%
6306 Benjamin Road            Tampa, FL                          1984      Light Industrial       2.58     37,861       100%
6308 Benjamin Road            Tampa, FL                          1984      Light Industrial       3.22     47,256        80%
5313 Johns Road               Tampa, FL                          1991      R&D/Flex               1.36     25,690       100%
5602 Thompson Center Court    Tampa, FL                          1972      R&D/Flex               1.39     14,914       100%
5411 Johns Road               Tampa, FL                          1997      Light Industrial       1.98     30,204       100%
5525 Johns Road               Tampa, FL                          1993      R&D/Flex               1.46     24,139       100%
5607 Johns Road               Tampa, FL                          1991      R&D/Flex               1.34     13,500       100%
5709 Johns Road               Tampa, FL                          1990      Light Industrial       1.80     25,480        44%
5711 Johns Road               Tampa, FL                          1990      Light Industrial       1.80     25,455       100%
4410 East Adamo Drive         Tampa, FL                          1990      Bulk Warehouse         5.60    101,744       100%
4420 East Adamo Drive         Tampa, FL                          1990      Reg. Warehouse         1.40     26,650       100%
4430 East Adamo Drive         Tampa, FL                          1987      Reg. Warehouse         3.75     64,551       100%
4440 East Adamo Drive         Tampa, FL                          1988      Reg. Warehouse         3.75     64,800       100%
4450 East Adamo Drive         Tampa, FL                          1969      Reg. Warehouse         4.00     46,462        48%
5453 West Waters Avenue       Tampa, FL                          1987      R&D/Flex               0.66      7,200       100%
5455 West Waters Avenue       Tampa, FL                          1987      R&D/Flex               2.97     32,424       100%
5553 West Waters Avenue       Tampa, FL                          1987      Light Industrial       2.97     32,424       100%
5501 West Waters Avenue       Tampa, FL                          1990      R&D/Flex               1.53     15,870       100%
5503 West Waters Avenue       Tampa, FL                          1990      R&D/Flex               0.68      7,060        16%
5555 West Waters Avenue       Tampa, FL                          1990      R&D/Flex               2.31     23,947       100%
5557 West Waters Avenue       Tampa, FL                          1990      R&D/Flex               0.57      5,860       100%
5903 Johns Road               Tampa, FL                          1987      Light Industrial       1.20     11,600       100%
4107 North Himes Avenue       Tampa, FL                          1990      R&D/Flex               1.86     25,522       100%
5461 W. Waters Avenue         Tampa, FL                          1998      Light Industrial       1.84     21,778       100%
10040 18th Street North       Tampa, FL                          1998      Reg. Warehouse         5.15     82,469        76%
5471 W. Waters Avenue         Tampa, FL                          1999      R&D/Flex               2.00     23,778       100%
5505 Johns Road #7            Tampa, FL                          1999      Light Industrial       2.12     30,019       100%
8110 Anderson Road            Tampa, FL                          1999      Light Industrial       7.40    100,000        80%
8130 Anderson Road            Tampa, FL                          1999      Reg. Warehouse         5.30     72,000        65%
5481 W. Waters Avenue         Tampa, FL                          1999      R&D/Flex               3.60     41,861       100%
5483 W. Waters Avenue         Tampa, FL                          1999      R&D/Flex               2.92     33,861       100%
6702-6712 Benjamin Road (m)   Tampa, FL                          1982      Light Industrial       9.20    107,540        93%
5905 Breckenridge Parkway     Tampa, FL                          1982      R&D/Flex               1.67     18,720       100%
5907 Breckenridge Parkway     Tampa, FL                          1982      R&D/Flex               0.53      5,980       100%
5909 Breckenridge Parkway     Tampa, FL                          1982      R&D/Flex               1.60     18,000       100%
</TABLE>


                                       27
<PAGE>   28

<TABLE>
<CAPTION>
                               LOCATION                       YEAR BUILT                      LAND AREA              OCCUPANCY AT
      BUILDING ADDRESS        CITY/STATE       ENCUMBRANCES   -RENOVATED   BUILDING TYPE       (ACRES)      GLA        12/31/00
      ----------------        ----------       ------------   ----------   -------------       -------      ---        --------
<S>                           <C>              <C>            <C>          <C>                <C>       <C>         <C>
TAMPA (CONT.)
5911 Breckenridge Parkway     Tampa, FL                          1982      R&D/Flex               2.70      30,397       100%
5910 Breckenridge Parkway     Tampa, FL                          1982      R&D/Flex               4.77      53,591        95%
5912 Breckenridge Parkway     Tampa, FL                          1982      R&D/Flex               4.70      52,806        98%
                                                                                                        ----------     -------
                                                                           SUBTOTAL OR  AVERAGE          1,764,910        93%
                                                                                                        ----------     -------
OTHER
2800 Airport Road (l)         Denton, TX                         1968      Manufacturing         29.91     222,403       100%
3501 Maple Street             Abilene, TX                        1980      Manufacturing         34.42     123,700       100%
4200 West Harry Street (j)    Wichita, KS                        1972      Bulk Warehouse        21.45     177,655       100%
Industrial Park No. 2         West Lebanon, NH                   1968      Bulk Warehouse        10.27     156,200       100%
2675 Valley View Drive        Shreveport, LA                     1997      Bulk Warehouse        12.00     250,000       100%
6601 S. 33rd Street           McAllen, TX                        1975      Reg. Warehouse         3.31      50,000       100%
                                                                                                        ----------     -------
                                                                           SUBTOTAL OR AVERAGE             979,958       100%
                                                                                                        ----------     -------
                                                                                       TOTAL            55,615,111        95%
                                                                                                        ==========     =======
</TABLE>

(a)  These properties collateralize a $34.0 million mortgage loan which matures
     on April 1, 2003.
(b)  These properties collateralize a $8.0 million mortgage loan which matures
     on January 1, 2013.
(c)  This property collateralizes a $3.3 million mortgage loan which matures on
     August 1, 2008.
(d)  These properties collateralize a $7.4 million mortgage loan which matures
     on April 1, 2006.
(e)  These properties collateralize a $3.2 million mortgage loan which matures
     on June 1, 2003.
(f)  This property collateralizes a $2.4 million mortgage loan which matures on
     October 1, 2006.
(g)  These properties collateralize a $.9 million mortgage loan which matures on
     November 1, 2006.
(h)  These properties collateralize a $1.3 million mortgage loan which matures
     on March 15, 2002.
(i)  Comprised of two properties.
(j)  Comprised of three properties.
(k)  Comprised of four properties.
(l)  Comprised of five properties.
(m)  Comprised of six properties.
(n)  Comprised of seven properties.
(o)  Comprised of 29 properties.




                                       28
<PAGE>   29
TENANT AND LEASE INFORMATION

        The Consolidated Operating Partnership has a diverse base of more than
2,600 tenants engaged in a wide variety of businesses including manufacturing,
retail, wholesale trade, distribution and professional services. Most leases
have an initial term of between three and five years and provide for periodic
rental increases that are either fixed or based on changes in the Consumer Price
Index. Industrial tenants typically have net or semi-net leases and pay as
additional rent their percentage of the property's operating costs, including
the costs of common area maintenance, property taxes and insurance. As of
December 31, 2000, approximately 95% of the GLA of the Consolidated Operating
Partnership's properties was leased, and no single tenant or group of related
tenants accounted for more than 1.0% of the Consolidated Operating Partnership's
rent revenues, nor did any single tenant or group of related tenants occupy more
than 1.3% of the Consolidated Operating Partnership's total GLA as of December
31, 2000.

        The following table shows scheduled lease expirations for all leases for
the Consolidated Operating Partnership's properties as of December 31, 2000.

<TABLE>
<CAPTION>

                                                                              ANNUAL BASE RENT
                       NUMBER OF                          PERCENTAGE OF        UNDER EXPIRING        PERCENTAGE OF TOTAL
      YEAR OF           LEASES             GLA                 GLA                 LEASES              ANNUAL BASE RENT
   EXPIRATION (1)      EXPIRING        EXPIRING (2)         EXPIRING           (IN THOUSANDS)            EXPIRING (2)
   --------------     ------------    ---------------    ----------------    --------------------    ---------------------
<S>                    <C>              <C>                <C>                <C>                      <C>

      2001                    766         11,893,217               22.5%     $             51,802                   21.0%

      2002                    602          9,597,715               18.2%                   46,271                   18.8%

      2003                    571          9,078,566               17.2%                   45,509                   18.4%

      2004                    301          6,660,414               12.6%                   30,382                   12.3%

      2005                    296          6,451,237               12.2%                   32,319                   13.1%

      2006                     63          2,074,293                3.9%                    9,285                    3.8%

      2007                     45          3,185,368                6.0%                   13,044                    5.3%

      2008                     19            826,845                1.6%                    3,720                    1.5%

      2009                     26          1,086,854                2.1%                    5,107                    2.1%

      2010                     19          1,040,388                2.0%                    4,469                    1.8%

      Thereafter               17            917,062                1.7%                    4,845                    1.9%

                      ------------    ---------------     ---------------    --------------------    ---------------------
      Total                 2,725         52,811,959              100.0%     $            246,753                  100.0%
                      ============    ===============     ===============    ====================    =====================
</TABLE>

(1)   Lease expirations as of December 31, 2000 assuming tenants do not exercise
      existing renewal, termination, or  purchase options.

(2)   Does not include existing vacancies of 2,803,152 aggregate square feet.


        The Other Real Estate Partnerships have a diverse base of more than 200
tenants engaged in a wide variety of businesses including manufacturing, retail,
wholesale trade, distribution and professional services. Most leases have an
initial term of between three and five years and provide for periodic rental
increases that are either fixed or based on changes in the Consumer Price Index.
Industrial tenants typically have net or semi-net leases and pay as additional
rent their percentage of the property's operating costs, including the costs of
common area maintenance, property taxes and insurance. As of December 31, 2000,
approximately 97% of the GLA of the Other Real Estate Partnerships' properties
was leased, and no single tenant or group of related tenants accounted for more
than 7.2% of the Other Real Estate Partnerships' rent revenues, nor did any
single tenant or group of related tenants occupy more than 5.3% of the Other
Real Estate Partnerships' total GLA as of December 31, 2000.


                                       29

<PAGE>   30
         The following table shows scheduled lease expirations for all leases
for the Other Real Estate Partnerships' properties as of December 31, 2000.

<TABLE>
<CAPTION>
                                                                              ANNUAL BASE RENT
                       NUMBER OF                          PERCENTAGE OF        UNDER EXPIRING        PERCENTAGE OF TOTAL
      YEAR OF           LEASES             GLA                 GLA                 LEASES              ANNUAL BASE RENT
   EXPIRATION (1)      EXPIRING        EXPIRING (2)         EXPIRING           (IN THOUSANDS)            EXPIRING (2)
   --------------    ------------    ---------------    ----------------    --------------------    ---------------------
<S>                  <C>             <C>                <C>                 <C>                     <C>
      2001                     57          2,377,709               19.5%     $              8,413                   17.2%

      2002                     33          1,189,285                9.7%                    5,057                   10.3%

      2003                                 2,226,183               18.2%                    9,038                   18.4%
                               42
      2004                     35          1,888,907               15.5%                    7,993                   16.3%

      2005                     22          1,352,603               11.1%                    5,910                   12.1%

      2006                                   441,236                3.6%                    1,810                    3.7%
                                9
      2007                                   581,397                4.8%                    1,572                    3.2%
                                7
      2008                      4            591,786                4.8%                    2,827                    5.8%

      2009                      5            940,985                7.7%                    3,277                    6.7%

      2010                      4            148,003                1.2%                    878                      1.8%

      Thereafter                4            468,000                3.9%                    2,231                    4.5%

                      ------------    ---------------     ---------------    --------------------    ---------------------
      Total                   222         12,206,094              100.0%     $             49,006                  100.0%
                      ============    ===============     ===============    ====================    =====================
</TABLE>
--------------
(1)   Lease expirations as of December 31, 2000 assuming tenants do not exercise
      existing renewal, termination, or  purchase options.

(2)   Does not include existing vacancies of 421,508 aggregate square feet.


ITEM 3.  LEGAL PROCEEDINGS

         The Consolidated Operating Partnership is involved in legal proceedings
arising in the ordinary course of business. All such proceedings, taken
together, are not expected to have a material impact on the results of
operations, financial position or liquidity of the Consolidated Operating
Partnership.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None



                                       30
<PAGE>   31
                                     PART II



ITEM 5. MARKET FOR REGISTRANT'S PARTNERS' CAPITAL AND RELATED PARTNER MATTERS

     There is no established public trading market for the general partner and
limited partner units and the Preferred Units. As of March 23, 2001, there were
397 holders of record of general partner and limited partner units ("Unit") and
one holder of record (the Company) of Preferred Units.

     Beginning with the third quarter of 1994, the Operating Partnership has
made consecutive quarterly distributions to its partners with respect to general
partner and limited partner units since the initial public offering of the
Company in June 1994. The Operating Partnership has made consecutive quarterly
distributions to the Company with respect to Preferred Units since the issuance
of each such Preferred Units. The current indicated annual distribution rate
with respect to general partner and limited partner units is $2.63 per unit
($.6575 per Unit per quarter). The annual distribution rate with respect to
Preferred Units is $218.75000 per Series B Preferred Unit ($54.68750 per Series
B Preferred Unit per quarter), $215.624000 per Series C Preferred Unit
($53.90600 per Series C Preferred Unit per quarter), $198.75000 per Series D
Preferred Unit ($49.68750 per Series D Preferred Unit per quarter) and
$197.50000 per Series E Preferred Unit ($49.375000 per Series E Preferred Unit
per quarter). The Operating Partnership's ability to make distributions depends
on a number of factors, including its net cash provided by operating activities,
capital commitments and debt repayment schedules. Holders of general partner and
limited partner units are entitled to receive distributions when, as and if
declared by the Board of Directors of the Company, its general partner, after
the priority distributions required under the Operating Partnership's
partnership agreement have been made with respect to Preferred Units, out of any
funds legally available for that purpose.

     The following table sets forth the distributions per Unit paid or declared
by the Operating Partnership during the periods noted:

                                                       Distribution
              Quarter Ended                              Declared
              -------------                              --------
              December 31, 2000....................      $.6575
              September 30, 2000...................       .6200
              June 30, 2000........................       .6200
              March 31, 2000.......................       .6200
              December 31, 1999....................       .6200
              September 30, 1999...................       .6000
              June 30, 1999........................       .6000
              March 31, 1999.......................       .6000


     In 1998, the Operating Partnership issued an aggregate of 1,515,983 Units
having an aggregate value of $49.4 million in exchange for property. In 1999,
the Operating Partnership issued an aggregate of 173,070 Units having an
aggregate value of $4.3 million in exchange for property. In 2000, the Operating
Partnership issued an aggregate of 114,715 Units having an aggregate value of
$3.5 million in exchange for property.

     All of the above Units were issued in private placements in reliance on
Section 4 (2) of the Securities Act of 1933, as amended, including Regulation D
promulgated thereunder, to individuals or entities holding real property or
interests therein. No underwriters were used in connection with such issuances.

     Subject to lock-up periods and certain adjustments, 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.


                                       31
<PAGE>   32


ITEM 6. SELECTED FINANCIAL DATA

     The following sets forth selected financial and operating data for the
Consolidated Operating Partnership on a historical basis. The following data
should be read in conjunction with the financial statements and notes thereto
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Form 10-K/A No. 1. The historical
statements of operations for the years ended December 31, 2000, 1999, 1998, 1997
and 1996 include the results of operations of the Consolidated Operating
Partnership as derived from the Consolidated Operating Partnership's audited
financial statements. The historical balance sheet data and other data as of
December 31, 2000, 1999, 1998, 1997 and 1996 include the balances of the
Consolidated Operating Partnership as derived from the Consolidated Operating
Partnership's audited financial statements. In the opinion of management, the
selected financial data includes all adjustments necessary to present fairly the
information set forth therein.

                                       32
<PAGE>   33


<TABLE>
<CAPTION>


                                         -------------------------------------------------------------------------------
                                              YEAR             YEAR             YEAR            YEAR            YEAR
                                             ENDED             ENDED            ENDED           ENDED          ENDED
                                            12/31/00         12/31/99         12/31/98        12/31/97        12/31/96
                                         -----------       ------------     ------------    ------------     -----------
                                                (IN THOUSANDS, EXCEPT PER UNIT, RATIO AND PROPERTY DATA)
<S>                                    <C>            <C>             <C>             <C>                   <C>

STATEMENTS OF OPERATIONS DATA:
 Total Revenues ......................  $    321,220    $    314,365    $    293,386    $     98,566    $     37,587
 Property Expenses ...................       (93,188)        (85,326)        (85,773)        (29,183)         (9,935)
 General & Administrative Expense ....       (16,971)        (12,961)        (12,919)         (5,820)         (4,014)
 Interest Expense ....................       (80,885)        (76,799)        (68,862)        (25,099)         (4,685)
 Amortization of Interest Rate
    Protection Agreements and
    Deferred Financing Costs .........        (1,683)         (1,295)           (851)           (369)           (196)
 Depreciation & Other Amortization ...       (55,558)        (57,927)        (54,209)        (15,873)         (6,310)
 Valuation Provision on Real
Estate Held For Sale (a) .............        (2,169)            ---             ---             ---             ---
 Restructuring Charge (b) ............           ---             ---          (6,858)            ---             ---
 Equity in Income of Other Real
    Estate Partnerships ..............        33,049          45,714          27,583          31,297          20,130
 Equity in Income of Joint Ventures ..           571             302              45             ---             ---
 Disposition of Interest Rate
    Protection Agreements (c) ........           ---             ---          (8,475)          4,038             ---
 Gain on Sales of Real Estate ........        25,430          11,904           2,931             728           4,344
                                        ------------    ------------    ------------    ------------    ------------
 Income Before Extraordinary
    Loss and Cumulative Effect of
    Change in Accounting Principle ...       129,816         137,977          85,998          58,285          36,921
 Extraordinary Loss (d) ..............           ---             ---             ---          (4,666)         (2,273)
 Cumulative Effect of Change in
   Accounting Principle (e) ..........           ---             ---            (719)            ---             ---
                                        ------------    ------------    ------------    ------------    ------------
 Net Income ..........................       129,816         137,977          85,279          53,619          34,648
  Preferred Unit Distributions .......       (28,924)        (28,924)        (26,691)         (7,936)            ---
                                        ------------    ------------    ------------    ------------    ------------
  Net Income Available to  Unitholders  $    100,892    $    109,053    $     58,588    $     45,683    $     34,648
                                        ============    ============    ============    ============    ============
 Net Income Available to Unitholders
     Before Extraordinary Loss and
     Cumulative Effect of Change
   in Accounting Principle Per  Unit:
          Basic ......................  $       2.20    $       2.41    $       1.34    $       1.41    $       1.38
                                        ============    ============    ============    ============    ============
          Diluted ....................  $       2.19    $       2.40    $       1.34    $       1.40    $       1.38
                                        ============    ============    ============    ============    ============
 Net Income Available to Unitholders
     Per Unit:
          Basic ......................  $       2.20    $       2.41    $       1.33    $       1.28    $       1.29
                                        ============    ============    ============    ============    ============
          Diluted ....................  $       2.19    $       2.40    $       1.32    $       1.27    $       1.29
                                        ============    ============    ============    ============    ============
 Distributions Per Unit ..............  $     2.5175    $       2.42    $       2.19    $      2.045    $     1.9675
                                        ============    ============    ============    ============    ============
Weighted Average Number of Units
     Outstanding:
           Basic .....................        45,928          45,271          44,100          35,682          26,763
                                        ============    ============    ============    ============    ============
          Diluted ....................        46,184          45,373          44,283          35,987          26,849
                                        ============    ============    ============    ============    ============

BALANCE SHEET DATA (END OF
PERIOD):
Real Estate, Before Accumulated
         Depreciation ................  $  2,020,552    $  2,131,434    $  2,133,465    $  1,201,060    $    353,781
Real Estate, After Accumulated
         Depreciation ................     1,838,072       1,952,141       1,988,030       1,178,741         345,648
Real Estate Held For Sale, Net .......       190,379             ---             ---             ---             ---
 Investment in and Advances to
   Other Real Estate Partnerships ....       381,231         380,774         368,364         643,621         258,411
Total Assets .........................     2,539,407       2,443,987       2,470,661       1,870,183         622,122
Mortgage Loans Payable, Net,
    Acquisition Facilities Payable
and Senior Unsecured Debt, Net .......     1,180,023       1,105,747       1,149,460         839,592          59,897
Total Liabilities ....................     1,329,576       1,228,637       1,261,102         904,006          86,890
Partners' Capital ....................     1,209,831       1,215,350       1,209,559         966,177         535,232
OTHER DATA:
 Cash Flows  From Operating Activities  $    151,889    $    183,533    $    147,902    $     62,057    $     18,871
 Cash Flows From Investing  Activities       (85,152)        (15,798)       (538,395)     (1,084,002)       (202,673)
 Cash Flows From Financing  Activities       (63,115)       (181,659)        399,444       1,022,645         181,604
 Total Properties (f) ................           865             868             886             521             137
 Total GLA in sq. ft (f) .............    55,615,111      54,788,585      57,403,413      34,259,042      12,650,986
 Occupancy % (f) .....................            95%             96%             95%             94%             97%
</TABLE>

                                                                 33


<PAGE>   34


(a)  Represents a valuation provision on real estate held for sale on the
     Consolidated Operating Partnership's exit portfolio in Grand Rapids, MI.

(b)  Represents a restructuring charge relating to severance costs, of which
     approximately $1.2 million is non-cash relating to immediate vesting of
     restricted units.

(c)  On May 16, 1997, the Consolidated Operating Partnership, through the
     Operating Partnership, sold interest rate protection agreements relating to
     its $300.0 million mortgage loan resulting in a gain of approximately $4.0
     million. The $8.5 million loss on disposition of interest rate protection
     agreements for the year ended December 31, 1998 represents the Consolidated
     Operating Partnership's, through the Operating Partnership, settlement of
     its remaining interest rate protection agreement that was scheduled to
     expire on January 4, 1999. This agreement was entered into in December 1997
     in anticipation of 1998 senior unsecured debt offerings. Due to the
     changing market conditions and the Consolidated Operating Partnership's
     expectation that it would not issue debt securities associated with the
     interest rate protection agreement, the Consolidated Operating Partnership,
     through the Operating Partnership, settled its position in the interest
     rate protection agreement.

(d)  In 1996, the Consolidated Operating Partnership, through the Operating
     Partnership, terminated certain revolving credit facilities. The
     Consolidated Operating Partnership recorded an extraordinary loss of $2.3
     million which is comprised of the write-off of unamortized deferred
     financing fees, legal costs and other expenses. In 1997, the Consolidated
     Operating Partnership, through the Operating Partnership, terminated an
     unsecured loan and a revolving credit facility. The Consolidated Operating
     Partnership recorded an extraordinary loss of $4.7 million which is
     comprised of the write-off of unamortized deferred financing fees, legal
     costs and other expenses.

(e)  In April 1998, the Accounting Standards Executive Committee of the American
     Institute of Certified Public Accountants issued Statement of Position
     98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"). SOP
     98-5 requires that the net unamortized balance of all start-up costs and
     organizational costs be written off as a cumulative effect of a change in
     accounting principle and all future start-up costs and organizational costs
     be expensed. Consistent with SOP 98-5, the Consolidated Operating
     Partnership has reported a cumulative effect of a change in accounting
     principle in the amount of approximately $.7 million to reflect the
     write-off of the unamortized balance of organizational costs on the
     Consolidated Operating Partnership's balance sheet.

(f)  As of end of period and excludes properties under development.

                                       34
<PAGE>   35


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion should be read in conjunction with "Selected
Financial and Operating Data" and the Consolidated Financial Statements and
Notes thereto appearing elsewhere in this Form 10-K/A No. 1.

     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 84.3% ownership interest at December 31, 2000. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $350.0 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 limited partners of the Operating Partnership
own, in the aggregate, approximately a 15.7% interest in the Operating
Partnership at December 31, 2000.

     The Operating Partnership is the sole member of several limited liability
companies (the "L.L.C.s") and the majority economic shareholder of FR
Development Services, Inc., and holds at least a 99% limited partnership
interest (subject in one case as described below to a preferred limited
partnership interest) in First Industrial Financing Partnership, L.P. (the
"Financing Partnership"), First Industrial Securities, L.P. (the "Securities
Partnership"), First Industrial Mortgage Partnership, L.P (the "Mortgage
Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania
Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"),
First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), TK-SV,
LTD., and First Industrial Development Services, L.P. (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 10% equity
interests in, and provides asset and property management services to, two joint
ventures which invest in 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 general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest in the Securities Partnership which entitles it to receive
a fixed quarterly distribution, and results in it being allocated income in the
same amount, equal to the fixed quarterly dividend the Company pays on its 9.5%,
$.01 par value, Series A Cumulative Preferred Stock.

     The financial statements of the Operating Partnership report the L.L.C.s
and FR Development Services, Inc. on a consolidated basis (hereinafter defined
as the "Consolidated Operating Partnership") and the Other Real Estate
Partnerships and two joint ventures are accounted for under the equity method of
accounting. The minority ownership interest in FR Development Services, Inc. is
not reflected in the consolidated financial statements due to its immateriality.
Profits, losses and distributions of the Operating Partnership, the L.L.C. 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.

     As of December 31, 2000, the Consolidated Operating Partnership owned 865
in-service industrial properties, containing an aggregate of approximately 55.6
million square feet of gross leasable area ("GLA"). On a combined basis, as of
December 31, 2000, the Other Real Estate Partnerships owned 104 in-service
industrial properties, containing an aggregate of approximately 12.6 million
square feet of GLA. Of the 104 industrial properties owned by the Other Real
Estate Partnerships at December 31, 2000, 22 are held by the Financing
Partnership, 22 are held by the Securities Partnership, 22 are held by the
Mortgage Partnership, 24 are held by the Pennsylvania Partnership, six are held
by the Harrisburg Partnership, six are held by the Indianapolis Partnership, one
is held by First Industrial Development Services, L.P. and one is held by TK-SV,
LTD.

RESULTS OF OPERATIONS

COMPARISON OF YEAR ENDED DECEMBER 31, 2000 TO YEAR ENDED DECEMBER 31, 1999

     At December 31, 2000, the Consolidated Operating Partnership owned 865
in-service properties with approximately 55.6 million square feet of GLA,
compared to 868 in-service properties with approximately 54.8 million

                                       35
<PAGE>   36

square feet of GLA at December 31, 1999. During 2000, the Consolidated Operating
Partnership acquired 82 in-service properties containing approximately 5.6
million square feet of GLA and one property under redevelopment, completed
development of 20 properties and redevelopment of one property totaling
approximately 3.6 million square feet of GLA and sold 104 in-service properties
totaling approximately 8.5 million square feet of GLA, one out of service
property and several land parcels. The Consolidated Operating Partnership also
took three properties out of service that are under redevelopment, comprising
approximately .1 million square feet of GLA and placed in service one property
comprising approximately .2 million square feet of GLA.

     Rental income and tenant recoveries and other income increased by
approximately $6.9 million or 2.2%. The increase in rental income is primarily
due to same store growth. The increase in tenant recoveries and other income is
primarily due to an increase in property expenses as discussed below. Rental
income and tenant recoveries and other income from properties owned prior to
January 1, 1999 increased by approximately $8.2 million or 3.5% due primarily to
general rent increases and an increase in recoverable income due to an increase
in property expenses as discussed below.

     Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses
increased by approximately $7.9 million or 9.2% due primarily to increases in
all property expense categories. The increase in real estate tax expense is due
primarily to general increases in real estate taxes in many of the Consolidated
Operating Partnership's markets. The increase in repairs and maintenance expense
is due primarily to an increase in landscaping and maintenance expenses. The
increase in property management expense is primarily due to the opening of a
regional office in California in the third quarter of 1999 as well as general
pay increases. Insurance expense increased due primarily to rate increases.
Other expense increased due primarily to an increase in master lease payments
associated with certain properties during the year ended December 31, 2000
compared to the year ended December 31, 1999. Property expenses from properties
owned prior to January 1, 1999 increased by approximately $4.1 million or 6.3%
due primarily to the explanations above.

     General and administrative expense increased by approximately $4.0 million
due primarily to general pay increases and additional employees.

     Interest expense increased by approximately $4.1 million for the year ended
December 31, 2000 compared to the year ended December 31, 1999. The increase is
primarily due to an increase in the weighted average interest rate for the year
ended December 31, 2000 (7.32%) compared to the year ended December 31, 1999
(7.15%) and an increase in the average debt balance outstanding. The average
debt balance outstanding for the year ended December 31, 2000 and 1999 was
approximately $1,182.3 million and $1,159.6 million, respectively.

     Amortization of deferred financing costs increased by approximately $.4
million due primarily to amortization of additional deferred financing costs
relating to the Operating Partnership's $300.0 million unsecured line of credit
(the "1997 Unsecured Acquisition Facility") and the Company's 2000 Unsecured
Acquisition Facility (defined below), which amended and restated the 1997
Unsecured Acquisition Facility.

     Depreciation and other amortization decreased by approximately $2.4 million
due primarily to the Consolidated Operating Partnership ceasing depreciation and
amortization on properties it considers held for sale as well as due to
properties sold subsequent to December 31, 1998. This decrease is offset by
depreciation and amortization related to properties acquired or developed
subsequent to December 31, 1998.

     The valuation provision on real estate held for sale of approximately $2.2
million for the year ended December 31, 2000 represents a valuation provision on
the Consolidated Operating Partnership's exit market portfolio in Grand Rapids,
Michigan.

     Equity in income of Other Real Estate Partnerships decreased by
approximately $12.7 million due primarily to a decrease in gain on sales of real
estate for the year ended December 31, 2000 as compared to the year ended
December 31, 1999, offset by an increase in average occupied GLA for the year
ended December 31, 2000 compared to the year ended December 31, 1999. During the
year ended December 31, 2000, the Other Real Estate Partnerships sold four
industrial properties and one land parcel for a gain of approximately $3.9
million. During the year ended December 31, 1999, the Other Real Estate
Partnerships sold 44 industrial properties, one property under development and
several land parcels for a gain of approximately $17.9 million.

                                       36
<PAGE>   37


     The $25.4 million gain on sale of real estate for the year ended December
31, 2000 resulted from the sale of 105 industrial properties and several land
parcels. Gross proceeds from these sales were approximately $404.0 million.

     The $11.9 million gain on sale of real estate for the year ended December
31, 1999 resulted from the sale of 44 industrial properties, one property under
development and several land parcels. Gross proceeds from these sales were
approximately $178.3 million. Approximately $4.8 million and $23.3 million of
the gross proceeds from the sales of these properties was received from one of
the Operating Partnership's industrial real estate joint ventures and the
Financing Partnership, respectively (the Consolidated Operating Partnership sold
two properties to one of the Operating Partnership's industrial real estate
joint ventures and two properties to the Financing Partnership, in each case, at
the Consolidated Operating Partnership's approximate net book value).


COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998

     At December 31, 1999, the Consolidated Operating Partnership owned 868
in-service properties with approximately 54.8 million square feet of GLA,
compared to 886 in-service properties with approximately 57.4 million square
feet of GLA at December 31, 1998. During 1999, the Consolidated Operating
Partnership acquired 16 in-service properties containing approximately 1.2
million square feet of GLA and one property under development, completed
development of 16 properties and expansion of one property totaling
approximately 2.4 million square feet of GLA and sold 44 in-service properties
totaling approximately 5.5 million square feet of GLA, one property under
development and several land parcels. The Consolidated Operating Partnership
also took two properties out of service that are under redevelopment, comprising
approximately .5 million square feet of GLA. In addition, during 1999, the
Operating Partnership contributed four industrial properties comprising .2
million square feet of GLA to the Securities Partnership.

     Rental income and tenant recoveries and other income increased by
approximately $21.0 million or 7.2% due primarily to an increase in average GLA
for the year ended December 31, 1999 as compared to the year ended December 31,
1998 and an increase in same store revenue. Also, approximately $1.5 million of
this increase is due to additional acquisition, asset management and property
management fees received from the Operating Partnership's two industrial real
estate joint ventures in fiscal year 1999. Revenues from properties owned prior
to January 1, 1999, increased by approximately $6.4 million or 2.9% due
primarily to increased rental rates upon renewal or replacement of tenant
leases.

     Property expenses, which include real estate taxes, repairs and
maintenance, property management, utilities, insurance and other expenses,
decreased by approximately $.5 million or .5% due primarily to a decrease in
property management expense, offset by an increase in real estate taxes, repairs
and maintenance and other expense due to an increase in average GLA for the year
ended December 31, 1999 as compared to the year ended December 31, 1998. The
majority of the decrease in property management expense is due to a decrease in
the operational costs of the regional offices that manage the Consolidated
Operating Partnerships properties primarily due to a reduced employee headcount.
Expenses from properties owned prior to January 1, 1999 remained relatively
unchanged.

     General and administrative expense remained relatively unchanged.

     Interest expense increased by approximately $7.9 million for the year ended
December 31, 1999 compared to the year ended December 31, 1998 due primarily to
a higher average debt balance outstanding resulting from the issuance of senior
unsecured debt to fund the acquisition and development of additional properties,
slightly offset by an increase in capitalized interest for the year ended
December 31, 1999 due to an increase in development activities. The average debt
balances outstanding for the years ended December 31, 1999 and 1998 were
approximately $1,159.6 million and $1,017.3 million, respectively.

     Amortization of deferred financing costs increased by approximately $.4
million due primarily to amortization of deferred financing costs relating to
the issuance of additional senior unsecured debt to fund the acquisition and
development of additional properties.

                                       37
<PAGE>   38


     Depreciation and other amortization increased by approximately $3.7 million
due primarily to the additional depreciation and amortization related to the
properties acquired or developed after December 31, 1997.

     The $6.9 million restructuring charge for the year ended December 31, 1998
represents a charge in connection with the Consolidated Operating Partnership's
restructuring. The restructuring charge is comprised primarily of severance
costs, of which approximately $1.2 million is non-cash relating to immediate
vesting of restricted units.

     Equity in income of Other Real Estate Partnerships increased by
approximately $18.1 million or 65.7% due primarily to an increase in gain on
sales of real estate for the year ended December 31, 1999 as compared to the
year ended December 31, 1998. Also, during the year ended December 31, 1998, the
Other Real Estate Partnerships recognized an expense of approximately $.9
million to write off the unamoritized balance of organizational costs due to the
adoption of Statement of Position 98-5 "Reporting on the Costs of Start-Up
Activities" (discussed below). During the year ended December 31, 1999, the
Other Real Estate Partnerships sold 13 industrial properties and several land
parcels for a gain of approximately $17.9 million. During the year ended
December 31, 1998, the Other Real Estate Partnerships sold five industrial
properties and several land parcels for a gain of approximately $2.4 million.

     Equity in income of joint ventures increased by approximately $.3 million
for the year ended December 31, 1999 compared to the year ended December 31,
1998. This increase is due to a full year of operations of one of the Operating
Partnership's industrial real estate joint ventures in 1999 as opposed to a
partial year of operations in 1998 and the start up of the Operating
Partnership's second industrial real estate joint venture in 1999.

     The $8.5 million loss on disposition of interest rate protection agreements
for the year ended December 31, 1998 represents the Consolidated Operating
Partnership's, through the Operating Partnership, settlement of an interest rate
protection agreement which was scheduled to expire on January 4, 1999. This
agreement was entered into in December 1997 in anticipation of 1998 senior
unsecured debt offerings. Due to the changing market conditions and the
Consolidated Operating Partnership's expectation that it would not issue debt
securities associated with the interest rate protection agreement, the
Consolidated Operating Partnership, through the Operating Partnership, settled
its position in the interest rate protection agreement.

     The $11.9 million gain on sale of real estate for the year ended December
31, 1999 resulted from the sale of 44 industrial properties, one property under
development and several land parcels. Gross proceeds from these sales were
approximately $178.3 million. Approximately $4.8 million and $23.3 million of
the gross proceeds from the sales of these properties was received from one of
the Operating Partnership's industrial real estate joint ventures and the
Financing Partnership, respectively (the Consolidated Operating Partnership sold
two properties to one of the Operating Partnership's industrial real estate
joint ventures and two properties to the Financing Partnership, in each case, at
the Consolidated Operating Partnership's approximate net book value).

     The $2.9 million gain on sale of real estate for the year ended December
31, 1998 resulted from the sale of 36 industrial properties and several parcels
of land. Gross proceeds from these sales were approximately $77.7 million.

     The $.7 million cumulative effect of change in accounting principle for the
year ended December 31, 1998 is the result of the write-off of the unamoritized
balance of organizational costs on the Consolidated Operating Partnership's
balance sheet due to the early adoption of Statement of Position 98-5 "Reporting
on the Costs of Start-Up Activities" ("SOP 98-5"). SOP 98-5 requires that the
net unamoritized balance of all start-up costs and organizational costs be
written off as a cumulative effect of a change in accounting principle and all
future start-up costs and organizational costs be expensed.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2000, the Consolidated Operating Partnership's cash and
cash equivalents was approximately $3.6 million and restricted cash totaled
approximately $23.0 million. Restricted cash was comprised of gross proceeds
from the sales of certain properties. These sales proceeds will be disbursed as
the Consolidated Operating Partnership exchanges into properties under Section
1031 of the Internal Revenue Code.

                                       38
<PAGE>   39


YEAR ENDED DECEMBER 31, 2000

     Net cash provided by operating activities of approximately $151.9 million
for the year ended December 31, 2000 was comprised primarily of net income of
approximately $129.8 million and adjustments for non-cash items of approximately
$36.9 million, offset by the net change in operating assets and liabilities of
approximately $14.8 million. The adjustments for the non-cash items of
approximately $36.9 million are primarily comprised of depreciation and
amortization of approximately $60.8 million, a valuation provision on real
estate held for sale on a portfolio of properties located in Grand Rapids,
Michigan of approximately $2.2 million and a provision for bad debts of
approximately $.1 million, offset by the gain on sale of real estate of
approximately $25.4 million and the effect of the straight-lining of rental
income of approximately $.8 million.

     Net cash used in investing activities of approximately $85.2 million for
the year ended December 31, 2000 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 and an increase in restricted
cash from sales proceeds deposited with an intermediary for Section 1031
exchange purposes, offset by the net proceeds from the sale of real estate,
distributions from the Operating Partnership's two industrial real estate joint
ventures and the repayment of mortgage loans receivable.

     Net cash used in financing activities of approximately $63.1 million for
the year ended December 31, 2000 was comprised primarily of general partnership
and limited partnership units ("Unit") and preferred general partnership unit
distributions, the purchase of general partnership Units, repayments on mortgage
loans payable and debt issuance costs incurred in conjunction with the 2000
Unsecured Acquisition Facility (defined below), offset by the net borrowings
under the Operating Partnership's lines of credit and Unit contributions.

YEAR ENDED DECEMBER 31, 1999

     Net cash provided by operating activities of approximately $183.5 million
for the year ended December 31, 1999 was comprised primarily of net income of
approximately $138.0 million, adjustments for non-cash items of approximately
$43.9 million and the net change in operating assets and liabilities of
approximately $1.6 million. The adjustments for the non-cash items of
approximately $43.9 million are primarily comprised of depreciation and
amortization of approximately $59.3 million, offset by the gain on sale of real
estate of approximately $11.9 million and the effect of the straight-lining of
rental income of approximately $3.5 million.

     Net cash used in investing activities of approximately $15.8 million for
the year ended December 31, 1999 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, contributions to and
investments in the Other Real Estate Partnerships, contributions to and
investments in the Operating Partnership's two industrial real estate joint
ventures and the funding of mortgage loans receivable, offset by distributions
from Other Real Estate Partnerships, distributions from one of the Operating
Partnership's industrial real estate joint ventures, net proceeds from the sales
of real estate, the repayment of mortgage loans receivable and a decrease in
restricted cash due to the use of restricted cash to purchase properties to
effect Section 1031 exchanges.

     Net cash used in financing activities of approximately $181.7 million for
the year ended December 31, 1999 was comprised primarily of Unit and preferred
general partnership unit distributions, repayments on mortgage loans payable,
debt issuance costs and net repayments under the 1997 Unsecured Acquisition
Facility, offset by Unit contributions.

YEAR ENDED DECEMBER 31, 1998

     Net cash provided by operating activities of approximately $147.9 million
for the year ended December 31, 1998 was comprised primarily of net income of
approximately $85.3 million and adjustments for non-cash items of approximately
$51.4 million and the net change in operating assets and liabilities of
approximately $11.3 million. The adjustments for the non-cash items of
approximately $51.4 million are primarily comprised of depreciation and

                                       39
<PAGE>   40

amortization of approximately $56.9 million, a provision for bad debts of
approximately $.6 million and the cumulative effect of a change in accounting
principle of approximately $.7 million due to the adoption of SOP 98-5, offset
by the gain on sale of real estate of approximately $2.9 million and the effect
of the straight-lining of rental income of approximately $3.9 million. Net cash
used in investing activities of approximately $538.4 million for the year ended
December 31, 1998 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, contributions to and investments in Other
Real Estate Partnerships, investment in one of the Operating Partnership's
industrial real estate joint ventures and an increase in restricted cash from
sales proceeds deposited with an intermediary for Section 1031 exchange
purposes, offset by distributions from investment in Other Real Estate
Partnerships, net proceeds from the sales of real estate and the repayment of
mortgage loans receivable.

     Net cash provided by financing activities of approximately $399.4 million
for the year ended December 31, 1998 was comprised primarily of Unit and
preferred general partnership unit contributions, net proceeds from the issuance
of senior unsecured debt, and net borrowings under the Operating Partnership's
1997 Unsecured Acquisition Facility, offset by Unit and preferred general
partnership unit distributions and repayments on mortgage loans payable.

RATIO OF EARNINGS TO FIXED CHARGES

     The ratio of earnings to fixed charges was 2.13, 2.44 and 2.08 for the
years ended December 31, 2000, 1999 and 1998, respectively. The increase in
earnings to fixed charges between fiscal years 1999 and 1998 is primarily due to
an increase in income from operations in fiscal year 1999 as compared to fiscal
year 1998 due to a restructuring charge and a loss from disposition of interest
rate protection agreements incurred in 1998 and an increase in the equity in
income of other real estate partnerships as discussed in "Results of Operations"
above. The decrease in earnings to fixed charges between fiscal years 2000 and
1999 is primarily due to a decrease in income from operations in fiscal year
2000 as compared to fiscal year 1999 due to a valuation provision on real estate
held for sale and a decrease in the equity in income of Other Real Estate
Partnerships as well as an increase in fixed charges resulting from an increase
in interest expense due to an increase in the weighted average interest rate for
the year ended December 31, 2000 compared to the year ended December 31, 1999
and an increase in the weighted average debt balance outstanding as discussed in
"Results of Operations" above.

SEGMENT REPORTING

     Management views the Consolidated Operating Partnership as a single
segment.

INVESTMENT IN REAL ESTATE, DEVELOPMENT OF REAL ESTATE AND SALES OF REAL ESTATE

     During the year ended December 31, 2000, the Consolidated Operating
Partnership purchased 82 in-service industrial properties and one industrial
property under redevelopment comprising approximately 5.6 million square feet of
GLA as well as several land parcels, for an aggregate purchase price of
approximately $314.3 million, excluding costs incurred in conjunction with the
acquisition of the properties and land parcels. The Consolidated Operating
Partnership also completed the development of 20 industrial properties and one
property under redevelopment comprising approximately 3.6 million square feet of
GLA at a cost of approximately $125.8 million.

     During the year ended December 31, 2000, the Consolidated Operating
Partnership sold 104 in-service industrial properties and one out of service
property comprising approximately 8.9 million square feet of GLA as well as
several land parcels. Gross proceeds from these sales were approximately $404.0
million.

     The Consolidated Operating Partnership has committed to the construction of
13 development projects totaling approximately 1.8 million square feet of GLA
for an estimated investment of approximately $102.2 million. Of this amount,
approximately $56.0 million remains to be funded. These developments are
expected to be funded with cash flows from operations, proceeds from the sales
of select properties of the Consolidated Operating Partnership and borrowings
under the Operating Partnership's 2000 Unsecured Acquisition Facility (defined
below).

     From January 1, 2001 to March 23, 2001, the Consolidated Operating
Partnership acquired 13 industrial properties and several land parcels for a
total estimated investment of approximately $45.5 million. The Consolidated

                                       40
<PAGE>   41

Operating Partnership also sold eight industrial properties and one land parcel
for approximately $19.5 million of gross proceeds.

REAL ESTATE HELD FOR SALE

     The Consolidated Operating Partnership plans on exiting the markets of
Cleveland, Columbus, Dayton, Des Moines, Grand Rapids, Long Island and New
Orleans/Baton Rouge as well as continually engages in identifying and evaluating
its other real estate markets for potential sales candidates. At December 31,
2000, the Consolidated Operating Partnership had 74 industrial properties
comprising approximately 6.9 million square feet of GLA held for sale. Income
from operations of the 74 industrial properties held for sale for the year ended
December 31, 2000, 1999 and 1998 is approximately $19.6 million, $16.1 million
and $15.5 million, respectively. Net carrying value of the 74 industrial
properties held for sale at December 31, 2000 is approximately $190.4 million.
There can be no assurance that such properties held for sale will be sold.

INVESTMENTS IN JOINT VENTURES

     During the year ended December 31, 2000, the Consolidated Operating
Partnership, through wholly-owned limited liability companies in which the
Operating Partnership is the sole member, received, in the aggregate,
approximately $2.8 million in asset management and property management fees from
two industrial real estate joint ventures. The Operating Partnership, through
wholly-owned limited liability companies in which it is the sole member,
received distributions of approximately $.9 million from two industrial real
estate joint ventures. As of December 31, 2000, the two industrial real estate
joint ventures owned 177 industrial properties comprising approximately 8.3
million square feet of GLA. On or after October 2000, under certain
circumstances, the Consolidated Operating Partnership has the option of
purchasing all of the properties owned by one of the joint ventures at a price
to be determined in the future. The Consolidated Operating Partnership has not
exercised this option.

ACQUISITION FACILITY PAYABLE

     In June 2000, the Operating Partnership amended and restated the 1997
Unsecured Acquisition Facility which gives the Operating Partnership the right,
subject to certain conditions, to increase the aggregate commitment up to $400.0
million as well as extended the maturity of the 1997 Unsecured Acquisition
Facility to June 30, 2003 (the "2000 Unsecured Acquisition Facility").

SENIOR UNSECURED DEBT

     On March 19, 2001, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200.0 million of unsecured notes in a private
offering at an offering price of 99.695%. The unsecured notes mature on March
15, 2011 and bear a coupon interest rate of 7.375%.

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 December 31, 2000
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.

     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 December 31, 2000, $170.0 million (approximately 14% of total debt at
December 31, 2000) of the Consolidated Operating Partnership's debt was variable
rate debt (all of the variable rate debt relates to the Operating

                                       41
<PAGE>   42

Partnership's 2000 Unsecured Acquisition Facility) and $1,010.0 million
(approximately 86% of total debt at December 31, 2000) was fixed rate debt. The
Consolidated Operating Partnership also had outstanding a written put and a
written call option (collectively, the "Written Options") which were issued in
conjunction with the initial offering of two tranches 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 6 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 December 31,
2000, 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 $1.3 million per
year. A 10% increase in interest rates would decrease the fair value of the
fixed rate debt at December 31, 2000 by approximately $45.4 million to $936.2
million. A 10% decrease in interest rates would increase the fair value of the
fixed rate debt at December 31, 2000 by approximately $50.4 million to $1,032.0
million. A 10% increase in interest rates would decrease the fair value of the
Written Options at December 31, 2000 by approximately $4.1 million to $8.0
million. A 10% decrease in interest rates would increase the fair value of the
Written Options at December 31, 2000 by approximately $5.5 million to $17.6
million.

ISSUANCE OF UNITS AND EMPLOYEE STOCK OPTIONS

     During the year ended December 31, 2000, the Company awarded 355,139 shares
of restricted common stock to certain employees and 3,663 shares of restricted
common stock to certain Directors. Other employees of the Company converted
certain in-the-money employee stock options to 14,903 shares of restricted
common stock. The Consolidated Operating Partnership, through the Operating
Partnership, issued Units to the Company in the same amount. These shares of
restricted common stock had a fair value of approximately $9.7 million on the
date of grant. The restricted common stock vests over periods from one to ten
years.

     During the year ended December 31, 2000, the Operating Partnership issued
937,250 non-qualified employee stock options to certain officers, Directors and
employees of the Company. These non-qualified employee stock options vest over
periods from one to three years, have a strike price of $27.25-$30.00 per share
and expire ten years from the date of grant.

     For the year ended December 31, 2000, certain employees of the Company
exercised 518,550 non-qualified employee stock options. Gross proceeds to the
Company were $12.5 million. The Consolidated Operating Partnership, through the
Operating Partnership, issued 518,550 Units to the Company in the same amount.

REPURCHASE OF UNITS

     In March 2000, the Company's Board of Directors approved the repurchase of
up to $100.0 million of the Company's common stock. The Company may make
purchases from time to time, if price levels warrant, in the open market or in
privately negotiated transactions. During the year ended December 31, 2000, the
Company repurchased 394,300 shares of its common stock at a weighted average
price per share of approximately $29.67. The Operating Partnership repurchased
general partnership Units from the Company in the same amount.

DISTRIBUTIONS

     On January 24, 2000, the Operating Partnership paid a fourth quarter 1999
distribution of $.62 per Unit, totaling approximately $28.2 million. On April
17, 2000, the Operating Partnership paid a first quarter 2000 distribution of
$.62 per Unit, totaling approximately $28.5 million. On July 17, 2000, the
Operating Partnership paid a second quarter 2000 distribution of $.62 per Unit,
totaling approximately $28.6 million. On October 23, 2000, the

                                       42
<PAGE>   43

Operating Partnership paid a third quarter 2000 distribution of $.62 per Unit,
totaling approximately $28.4 million. On January 22, 2001, the Operating
Partnership paid a fourth quarter 2000 distribution of $.6575 per Unit, totaling
approximately $30.3 million.

     On March 31, 2000, June 30, 2000, October 2, 2000 and January 2, 2001,
the Operating Partnership paid quarterly 2000 distributions of $54.688 per unit
on its 8 3/4% Series B Cumulative Preferred Units (the "Series B Preferred
Units"), $53.906 per unit on its 8 5/8% Series C Cumulative Preferred Units (the
"Series C Preferred Units"), $49.687 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, 2000, June 30, 2000, October 2,
2000 and January 2, 2001 totaled, in the aggregate, approximately $7.2 million
per quarter.

     On March 9, 2001, the Operating Partnership declared a first quarter
distribution of $.6575 per Unit which is payable on April 23, 2001. The
Operating Partnership also declared first quarter 2000 distributions of $54.688
per unit on its Series B Preferred Units, $53.906 per unit on its Series C
Preferred Units, $49.687 per unit on its Series D Preferred Units and $49.375
per unit on its Series E Preferred Units, respectively, which are payable on
April 2, 2001.


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 secured and unsecured indebtedness and the issuance of additional
Units and preferred units. As of December 31, 2000 and March 23, 2001, $100.0
million of debt securities was registered and unissued under the Securities Act
of 1933, as amended. The Consolidated Operating Partnership may also finance the
development or acquisition of additional properties through borrowings under the
2000 Unsecured Acquisition Facility. At December 31, 2000, borrowings under the
2000 Unsecured Acquisition Facility bore interest at a weighted average interest
rate of 7.26%. As of March 23, 2001, the Consolidated Operating Partnership,
through the Operating Partnership, had approximately $228.0 million available in
additional borrowings under the 2000 Unsecured Acquisition Facility. The 2000
Unsecured Acquisition Facility bears interest at a floating rate of LIBOR plus
 .80% or the Prime Rate, at the Company's option.

RELATED PARTY TRANSACTIONS

     The Consolidated Operating Partnership periodically engages in transactions
for which CB Richard Ellis, Inc. acts as a broker. A relative of Michael W.
Brennan, the President and Chief Executive Officer and a director of the Company
is an employee of CB Richard Ellis, Inc. For the year ended December 31, 2000,
this relative received approximately $.06 million in brokerage commissions paid
by the Consolidated Operating Partnership.

     The Consolidated Operating Partnership periodically utilizes consulting
services from the private consulting firm of Robert J. Slater, a director of the
Company. For the year ended December 31, 2000, the Consolidated Operating
Partnership has paid approximately $.005 million of fees to this entity.

     On November 19, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, sold two industrial properties to two limited
partnerships, Roosevelt Glen Corporate Center ("Roosevelt") and Hartford Center
Investment Company ("Hartford"), for a total consideration of approximately $8.3
million. An entity in which one of the shareholders is Jay Shidler, Chairman of
the Board of Directors ("TSIC") has a 11.638% general partner interest in
Roosevelt. TSIC has a 12.39% general partner interest in Hartford. On December
4, 1998, the Operating Partnership sold one industrial property to Eastgate
Shopping Center Investment Co. ("Eastgate"), a limited partnership, for a total
consideration of approximately $2.5 million. TSIC has a 12.972% general partner
interest in Eastgate. In each case, the purchaser had the option of selling the
properties back to the Operating Partnership and the Operating Partnership had
the option of buying the properties back from the purchaser for a stipulated
period of time. In

                                       43
<PAGE>   44
January 2000, the purchasers exercised their options to sell the properties back
to the Operating Partnership. The gain on sale was deferred due to the existence
of these options.

     In January and February 2001, FR Development Services, Inc. ("FRDS")
purchased all of the voting and non-voting shares (a total of 25,790 shares) of
FRDS held by Michael W. Brennan, President and Chief Executive Officer and a
director of the Company, Michael J. Havala, Chief Financial Officer of the
Company, Johannson L. Yap, Chief Investment Officer of the Company and Gary H.
Heigl, former Chief Operating Officer of the Company, for approximately $1.3
million, in connection with FRDS' election to become a wholly-owned taxable REIT
subsidiary of the Company. At the time of the transaction, these executive
officers had equity interests in FRDS totaling 2.76%.

ENVIRONMENTAL

     The Consolidated Operating Partnership incurred environmental costs of $.1
million and $.5 million in 2000 and 1999, respectively. The Consolidated
Operating Partnership estimates 2001 costs of approximately $.2 million. The
Consolidated Operating Partnership estimates that the aggregate cost which needs
to be expended in 2001 and beyond with regard to currently identified
environmental issues will not exceed approximately $.4 million, a substantial
amount of which will be the primary responsibility of the tenant, the seller to
the Consolidated Operating Partnership or another responsible party. This
estimate was determined by a third party evaluation.

INFLATION

     For the last several years, inflation has not had a significant impact on
the Consolidated Operating Partnership because of the relatively low inflation
rates in the Consolidated Operating Partnership's markets of operation. Most of
the Consolidated Operating Partnership's leases require the tenants to pay their
share of operating expenses, including common area maintenance, real estate
taxes and insurance, thereby reducing the Consolidated Operating Partnership's
exposure to increases in costs and operating expenses resulting from inflation.
In addition, many of the outstanding leases expire within five years which may
enable the Consolidated Operating Partnership to replace existing leases with
new leases at higher base rentals if rents of existing leases are below the
then-existing market rate.

OTHER

     The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("FAS 133") on June 1, 1998. Statement of Financial
Accounting Standards No. 138 "Accounting for Derivative Instruments and Hedging
Activities - An Amendment of FAS Statement 133" was issued in June 2000. FAS
133, as amended, is effective for fiscal years beginning after June 15, 2000 as
provided by Statement of Financial Accounting Standards No. 137 issued in July
1999. FAS 133, as amended, requires fair value accounting for all derivatives
including recognizing all such instruments on the balance sheet with an
offsetting amount recorded in the income statement or as part of comprehensive
income. FAS 133, as amended, becomes effective for the Consolidated Operating
Partnership for the year ending December 31, 2001. FAS 133 did not have an
impact on the Consolidated Operating Partnership's consolidated financial
position, consolidated results of operations or consolidated cash flows.

     In March 2000, the FASB issued Statement of Accounting Standards
Interpretation 44, Accounting for Certain Transactions Involving Stock
Compensation ("Interpretation 44"). Interpretation 44 is generally effective for
new stock option grants beginning July 1, 2000. However, the interpretive
definition of an employee and certain effective repricing provisions apply to
new awards granted after December 15, 1998. Further, the FASB determined that
any modifications to current accounting as a result of this guidance are to be
recorded prospectively, effective as of July 1, 2000. The Consolidated Operating
Partnership has applied the accounting mandated by Interpretation 44 as of July
1, 2000 and there has not been a material impact on the Consolidated Operating
Partnership's consolidated financial position, consolidated results of
operations or consolidated cash flows.

     The REIT Modernization Act, which was passed in 1999 and will take effect
on January 1, 2001, modifies certain provisions of the Internal Revenue Code of
1986, as amended, with respect to the taxation of REITs. Two key provisions of
this tax law change will impact future Consolidated Operating Partnership
operations: the availability of a taxable REIT subsidiary which may be
wholly-owned directly by a REIT and a reduction in the required level of
distributions by a REIT to 90% of ordinary taxable income. The Consolidated
Operating Partnership converted its preferred stock subsidiary to a wholly-owned
taxable REIT subsidiary in January 2001.

                                       44
<PAGE>   45

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition, which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements. SAB 101 was required to be implemented in the fourth fiscal quarter
of 2000. The adoption of SAB 101 did not have an effect on the Consolidated
Operating Partnership's results of operations or its financial position as the
Consolidated Operating Partnership's revenue recognition practices were
compliant with the pronouncement.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Response to this item is included in Item 7. "Management's Discussion
and Analysis of Financial Condition and Results of Operations" above.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Index to Financial Statements and Financial Statement Schedule on
page F-1 of this Form 10-K.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES

         None.
                                    PART III

ITEM 10, 11, 12, 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Operating Partnership has no directors or executive officers; instead
      it is managed by its sole general partner, the Company. The information
      with respect to the sole general partner of the Operating Partnership
      required by Item 10, Item 11, Item 12 and Item 13 is incorporated herein
      by reference to parts of the Company's definitive proxy statement in
      connection with its 2001 Annual Meeting of Stockholders (which will be
      filed no later than April 15, 2001) captioned "Information Regarding
      Nominees and Directors", "Executive Officers and Other Senior Management",
      "Director Compensation", "Executive Compensation", "Section 16 (a)
      Beneficial Ownership Reporting Compliance", "Certain Relationships and
      Transactions" and "Security Ownership of Management and Certain Beneficial
      Owners". Information contained in the part of such proxy statement
      captioned "Stock Performance Graph" is specifically not incorporated
      herein by reference.

                                       45
<PAGE>   46

                                     PART IV
ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND
REPORTS ON FORM 8-K

      (a) FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULE AND EXHIBITS
         (1 & 2)  See Index to Financial Statements and Financial Statement
         Schedule on page F-1 of this Form 10-K
(3)  Exhibits:

Exhibit No.   Description
-----------   -----------

3.1           Sixth Amended and Restated Limited Partnership Agreement of First
              Industrial, L.P. dated March 18, 1998 (the "L.P.
              Agreement")(incorporated by reference to Exhibit 10.1 of the
              Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1997, File No. 1-13102)

3.2           First Amendment to the L.P. Agreement dated April 1, 1998
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended March 31, 1998, File No.
              1-13102)

3.3           Second Amendment to the L.P. Agreement dated April 3, 1998
              (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
              Company for the fiscal quarter ended March 31, 1998, File No.
              1-13102)

3.4           Third Amendment to the L.P. Agreement dated April 16, 1998
              (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
              Company for the fiscal quarter ended March 31, 1998, File No.
              1-13102)

3.5           Fourth Amendment to the L.P. Agreement dated June 24, 1998
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended June 30, 1998, File No.
              1-13102)

3.6           Fifth Amendment to the L.P. Agreement dated July 16, 1998
              (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
              Company for the fiscal quarter ended June 30, 1998, File No.
              1-13102)

3.7           Sixth Amendment to the L.P. Agreement dated August 31, 1998
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 1998, File No.
              1-13102)

3.8           Seventh Amendment to the L.P. Agreement dated October 21, 1998
              (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 1998, File No.
              1-13102)

3.9           Eighth Amendment to the L.P. Agreement dated October 30, 1998
              (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 1998, File No.
              1-13102)

3.10          Ninth Amendment to the L.P. Agreement dated November 5, 1998
              (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 1998, File No.
              1-13102)

3.11          Tenth Amendment to the L.P. Agreement dated January 28, 2000
              (incorporated by reference to Exhibit 10.11 of the Company's
              Annual Report on Form 10-K for the fiscal year ended December 31,
              1999, File No. 1-13102)

3.12          Eleventh Amendment to the L.P. Agreement dated January 28, 2000
              (incorporated by reference to Exhibit 10.12 of the Company's
              Annual Report on Form 10-K for the fiscal year ended December 31,
              1999, File No. 1-13102)


                                       46
<PAGE>   47


3.13          Twelfth Amendment to the L.P. Agreement dated June 27, 2000
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended June 30, 2000, File No.
              1-13102)

3.14          Thirteenth Amendment to the L.P. Agreement dated September 1, 2000
              (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 2000, File No.
              1-13102)

3.15          Fourteenth Amendment to the L.P. Agreement dated October 13, 2000
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 2000, File No.
              1-13102)

3.16          Fifteenth Amendment to the L.P. Agreement dated October 13, 2000
              (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 2000, File No.
              1-13102)

3.17          Sixteenth Amendment to the L.P. Agreement dated October 27, 2000
              (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 2000, File No.
              1-13102)

3.18          Seventeenth Amendment to the L.P. Agreement dated January 25,
              2001(incorporated by reference to Exhibit 10.18 of the Company's
              Annual Report on Form 10-K for the fiscal year ended December 31,
              2000, File No. 1-13102)

3.19          Eighteenth Amendment to the L.P. Agreement dated February 13,
              2001(incorporated by reference to Exhibit 10.19 of the Company's
              Annual Report on Form 10-K for the fiscal year ended December 31,
              2000, File No. 1-13102)

4.1           Indenture, dated as of May 13, 1997, between First Industrial,
              L.P. and First Trust National Association, as Trustee
              (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the
              Company for the fiscal quarter ended March 31, 1997, as amended by
              Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No.
              1-13102)

4.2           Supplemental Indenture No. 1, dated as of May 13, 1997, between
              First Industrial, L.P. and First Trust National Association as
              Trustee relating to $150 million of 7.60% Notes due 2007 and $100
              million of 7.15% Notes due 2027 (incorporated by reference to
              Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter
              ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the
              Company filed May 30, 1997, File No. 1-13102)

4.3           Supplemental Indenture No. 2, dated as of May 22, 1997, between
              First Industrial, L.P. and First Trust National Association as
              Trustee relating to $100 million of 7 3/8% Notes due 2011
              (incorporated by reference to Exhibit 4.4 of the Form 10-QT of the
              Operating Partnership for the fiscal quarter ended March 31, 1997,
              File No. 333-21873)

4.4           Supplemental Indenture No. 3 dated October 28, 1997 between First
              Industrial, L.P. and First Trust National Association providing
              for the issuance of Medium-Term Notes due Nine Months or more from
              Date of Issue (incorporated by reference to Exhibit 4.1 of Form
              8-K of the Operating Partnership, dated November 3, 1997, as filed
              November 3, 1997, File No. 333-21873)

4.5           6.90% Medium-Term Note due 2005 in principal amount of $50 million
              issued by First Industrial, L.P. (incorporated by reference to
              Exhibit 4.17 of the Company's Annual Report on Form 10-K for the
              fiscal year ended December 31, 1997, File No. 1-13102)

4.6           7.00% Medium-Term Note due 2006 in principal amount of $150
              million issued by First Industrial, L.P. (incorporated by
              reference to Exhibit 4.18 of the Company's Annual Report on Form
              10-K for the fiscal year ended December 31, 1997, File No.
              1-13102)

                                       47
<PAGE>   48

Exhibit No.   Description
----------    -----------

4.7           7.50% Medium-Term Note due 2017 in principal amount of $100
              million issued by First Industrial, L.P. (incorporated by
              reference to Exhibit 4.19 of the Company's Annual Report on Form
              10-K for the fiscal year ended December 31, 1997, File No.
              1-13102)

4.8           Trust Agreement, dated as of May 16, 1997, between First
              Industrial, L.P. and First Bank National Association, as Trustee
              (incorporated by reference to Exhibit 4.5 of the Form 10-QT of the
              Operating Partnership for the fiscal quarter ended March 31, 1997,
              File No. 333-21873)

4.9           Amended and Restated Unsecured Revolving Credit Agreement, dated
              as of June 30, 2000 among First Industrial, L.P., First Industrial
              Realty Trust, Inc. and Bank One, N.A., UBS AG, Stamford Branch,
              Bank of America, N.A. and certain other banks (incorporated by
              reference to Exhibit 10.1 of the Form 10-Q of the Company for the
              fiscal quarter ended June 30, 2000, File No. 1-13102)

4.10          Supplemental Indenture No. 4, dated as of March 26, 1998, between
              First Industrial, L.P. and First Trust National Trust Association,
              as Trustee, relating to 6.50% Dealer remarketable securities due
              April 5, 2011 (incorporated by reference to Exhibit 4.1 of Form
              8-K of First Industrial, L.P. dated April 7, 1998, File No.
              333-21873)

4.11          6.50% Dealer remarketable securities due April 5, 2011 in
              principal amount of $100 million issued by First Industrial, L.P.
              (incorporated by reference to Exhibit 4.2 of the Form 8-K of First
              Industrial, L.P. dated April 7, 1998, File No. 333-21873)

4.12          Remarketing Agreement, dated March 31, 1998, between First
              Industrial, L.P. and J.P. Morgan Securities Inc. (incorporated by
              reference to Exhibit 1.2 of Form 8-K of First Industrial, L.P.
              dated April 7, 1998, File No. 333-21873)

4.13          7.60% Notes due 2028 in principal amount of $200 million issued by
              First Industrial, L.P. (incorporated by reference to Exhibit 4.2
              of the Form 8-K of First Industrial, L.P dated July 15, 1998, File
              No. 333-21873)

4.14          Supplemental Indenture No.5, dated as of July 14, 1998, between
              First Industrial, L.P. and the U.S. Bank Trust National
              Association, relating to First Industial, L.P.'s 7.60% Notes due
              July 15, 2028 (incorporated by reference to Exhibit 4.1 of the
              Form 8-K of First Industrial, L.P. dated July 15, 1998, File No.
              333-21873)

4.15**        7.375% Note due 2011 in principal amount of $200 million issued by
              First Industrial, L.P.

4.16**        Supplemental Indenture No.6, dated as of March 19, 2001, between
              First Industrial, L.P. and the U.S. Bank Trust National
              Association, relating to First Industrial, L.P.'s 7.375% Notes due
              March 15, 2011

4.17**        Registration Rights Agreement, dated as of March 19, 2001, among
              First Industrial, L.P. and Credit Suisse First Boston Corporation,
              Chase Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith
              Incorporated, Salomon Smith Barney, Inc., Banc of America
              Securities LLC, Banc One Capital Markets, Inc. and UBS Warburg LLC

12.1*         Computation of ratios of earnings to fixed charges of First
              Industrial, L.P.

21.1          Subsidiaries of the Registrant (incorporated by reference to
              Exhibit 21.1 of the Company's Annual Report on Form 10-K for the
              year ended December 31, 2000, File No. 1-13102)

23 *          Consent of PricewaterhouseCoopers LLP

   *  Filed herewith.
   ** Filed previously as an exhibit to the Registrant's Annual Report on
      Form 10-K for the year ended December 31, 2000.

                                       48
<PAGE>   49

(b)   REPORTS ON FORM 8-K AND 8-K/A
      None.


--------------------------------------------------------------------------------

     The Company has prepared supplemental financial and operating information
which is available without charge 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

                                       49
<PAGE>   50


                                   SIGNATURES

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.
                                 AS GENERAL PARTNER

Date:  July 6, 2001          By: /s/ Michael W. Brennan
                                 ----------------------------------------------
                                 Michael W. Brennan
                                 President, Chief Executive Officer and Director
                                 (Principal Executive Officer)


Date:  July 6, 2001          By: /s/ Michael J. Havala
                                 ----------------------------------------------
                                 Michael J. Havala
                                 Chief Financial Officer
                                 (Principal Financial and Accounting Officer)



                                       50
<PAGE>   51


                                  EXHIBIT INDEX

Exhibit No.   Description
----------    -----------

3.1           Sixth Amended and Restated Limited Partnership Agreement of First
              Industrial, L.P. dated March 18, 1998 (the "L.P.
              Agreement")(incorporated by reference to Exhibit 10.1 of the
              Company's Annual Report on Form 10-K for the fiscal year ended
              December 31, 1997, File No. 1-13102)

3.2           First Amendment to the L.P. Agreement dated April 1, 1998
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended March 31, 1998, File No.
              1-13102)

3.3           Second Amendment to the L.P. Agreement dated April 3, 1998
              (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
              Company for the fiscal quarter ended March 31, 1998, File No.
              1-13102)

3.4           Third Amendment to the L.P. Agreement dated April 16, 1998
              (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
              Company for the fiscal quarter ended March 31, 1998, File No.
              1-13102)

3.5           Fourth Amendment to the L.P. Agreement dated June 24, 1998
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended June 30, 1998, File No.
              1-13102)

3.6           Fifth Amendment to the L.P. Agreement dated July 16, 1998
              (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
              Company for the fiscal quarter ended June 30, 1998, File No.
              1-13102)

3.7           Sixth Amendment to the L.P. Agreement dated August 31, 1998
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 1998, File No.
              1-13102)

3.8           Seventh Amendment to the L.P. Agreement dated October 21, 1998
              (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 1998, File No.
              1-13102)

3.9           Eighth Amendment to the L.P. Agreement dated October 30, 1998
              (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 1998, File No.
              1-13102)

3.10          Ninth Amendment to the L.P. Agreement dated November 5, 1998
              (incorporated by reference to Exhibit 10.5 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 1998, File No.
              1-13102)

3.11          Tenth Amendment to the L.P. Agreement dated January 28, 2000
              (incorporated by reference to Exhibit 10.11 of the Company's
              Annual Report on Form 10-K for the fiscal year ended December 31,
              1999, File No. 1-13102)

3.12          Eleventh Amendment to the L.P. Agreement dated January 28, 2000
              (incorporated by reference to Exhibit 10.12 of the Company's
              Annual Report on Form 10-K for the fiscal year ended December 31,
              1999, File No. 1-13102)

3.13          Twelfth Amendment to the L.P. Agreement dated June 27, 2000
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended June 30, 2000, File No.
              1-13102)

3.14          Thirteenth Amendment to the L.P. Agreement dated September 1, 2000
              (incorporated by reference to Exhibit 10.1 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 2000, File No.
              1-13102)

3.15          Fourteenth Amendment to the L.P. Agreement dated October 13, 2000
              (incorporated by reference to Exhibit 10.2 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 2000, File No.
              1-13102)

                                       51
<PAGE>   52

Exhibit No.   Description
----------    -----------

3.16          Fifteenth Amendment to the L.P. Agreement dated October 13, 2000
              (incorporated by reference to Exhibit 10.3 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 2000, File No.
              1-13102)

3.17          Sixteenth Amendment to the L.P. Agreement dated October 27, 2000
              (incorporated by reference to Exhibit 10.4 of the Form 10-Q of the
              Company for the fiscal quarter ended September 30, 2000, File No.
              1-13102)

3.18          Seventeenth Amendment to the L.P. Agreement dated January 25,
              2001(incorporated by reference to Exhibit 10.18 of the Company's
              Annual Report on Form 10-K for the fiscal year ended December 31,
              2000, File No. 1-13102)

3.19          Eighteenth Amendment to the L.P. Agreement dated February 13,
              2001(incorporated by reference to Exhibit 10.19 of the Company's
              Annual Report on Form 10-K for the fiscal year ended December 31,
              2000, File No. 1-13102)

4.1           Indenture, dated as of May 13, 1997, between First Industrial,
              L.P. and First Trust National Association, as Trustee
              (incorporated by reference to Exhibit 4.1 of the Form 10-Q of the
              Company for the fiscal quarter ended March 31, 1997, as amended by
              Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No.
              1-13102)

4.2           Supplemental Indenture No. 1, dated as of May 13, 1997, between
              First Industrial, L.P. and First Trust National Association as
              Trustee relating to $150 million of 7.60% Notes due 2007 and $100
              million of 7.15% Notes due 2027 (incorporated by reference to
              Exhibit 4.2 of the Form 10-Q of the Company for the fiscal quarter
              ended March 31, 1997, as amended by Form 10-Q/A No. 1 of the
              Company filed May 30, 1997, File No. 1-13102)

4.3           Supplemental Indenture No. 2, dated as of May 22, 1997, between
              First Industrial, L.P. and First Trust National Association as
              Trustee relating to $100 million of 7 3/8% Notes due 2011
              (incorporated by reference to Exhibit 4.4 of the Form 10-QT of the
              Operating Partnership for the fiscal quarter ended March 31, 1997,
              File No. 333-21873)

4.4           Supplemental Indenture No. 3 dated October 28, 1997 between First
              Industrial, L.P. and First Trust National Association providing
              for the issuance of Medium-Term Notes due Nine Months or more from
              Date of Issue (incorporated by reference to Exhibit 4.1 of Form
              8-K of the Operating Partnership, dated November 3, 1997, as filed
              November 3, 1997, File No. 333-21873)

4.5           6.90% Medium-Term Note due 2005 in principal amount of $50 million
              issued by First Industrial, L.P. (incorporated by reference to
              Exhibit 4.17 of the Company's Annual Report on Form 10-K for the
              fiscal year ended December 31, 1997, File No. 1-13102)

4.6           7.00% Medium-Term Note due 2006 in principal amount of $150
              million issued by First Industrial, L.P. (incorporated by
              reference to Exhibit 4.18 of the Company's Annual Report on Form
              10-K for the fiscal year ended December 31, 1997, File No.
              1-13102)

4.7           7.50% Medium-Term Note due 2017 in principal amount of $100
              million issued by First Industrial, L.P. (incorporated by
              reference to Exhibit 4.19 of the Company's Annual Report on Form
              10-K for the fiscal year ended December 31, 1997, File No.
              1-13102)

                                       52
<PAGE>   53

4.8           Trust Agreement, dated as of May 16, 1997, between First
              Industrial, L.P. and First Bank National Association, as Trustee
              (incorporated by reference to Exhibit 4.5 of the Form 10-QT of the
              Operating Partnership for the fiscal quarter ended March 31, 1997,
              File No. 333-21873)

4.9           Amended and Restated Unsecured Revolving Credit Agreement, dated
              as of June 30, 2000 among First Industrial, L.P., First Industrial
              Realty Trust, Inc. and Bank One, N.A., UBS AG, Stamford Branch,
              Bank of America, N.A. and certain other banks (incorporated by
              reference to Exhibit 10.1 of the Form 10-Q of the Company for the
              fiscal quarter ended June 30, 2000, File No. 1-13102)

4.10          Supplemental Indenture No. 4, dated as of March 26, 1998, between
              First Industrial, L.P. and First Trust National Trust Association,
              as Trustee, relating to 6.50% Dealer remarketable securities due
              April 5, 2011 (incorporated by reference to Exhibit 4.1 of Form
              8-K of First Industrial, L.P. dated April 7, 1998, File No.
              333-21873)

4.11          6.50% Dealer remarketable securities due April 5, 2011 in
              principal amount of $100 million issued by First Industrial, L.P.
              (incorporated by reference to Exhibit 4.2 of the Form 8-K of First
              Industrial, L.P. dated April 7, 1998, File No. 333-21873)

4.12          Remarketing Agreement, dated March 31, 1998, between First
              Industrial, L.P. and J.P. Morgan Securities Inc. (incorporated by
              reference to Exhibit 1.2 of Form 8-K of First Industrial, L.P.
              dated April 7, 1998, File No. 333-21873)

4.13          7.60% Notes due 2028 in principal amount of $200 million issued by
              First Industrial, L.P. (incorporated by reference to Exhibit 4.2
              of the Form 8-K of First Industrial, L.P dated July 15, 1998, File
              No. 333-21873)

4.14          Supplemental Indenture No.5, dated as of July 14, 1998, between
              First Industrial, L.P. and the U.S. Bank Trust National
              Association, relating to First Industrial, L.P.'s 7.60% Notes due
              July 15, 2028 (incorporated by reference to Exhibit 4.1 of the
              Form 8-K of First Industrial, L.P. dated July 15, 1998, File No.
              333-21873)

4.15**        7.375% Note due 2011 in principal amount of $200 million issued by
              First Industrial, L.P.

4.16**        Supplemental Indenture No. 6, dated as of March 19, 2001, between
              First Industrial, L.P. and the U.S. Bank Trust National
              Association, relating to First Industrial, L.P.'s 7.375% Notes due
              March 15, 2011

4.17**        Registration Rights Agreement, dated as of March 19, 2001, among
              First Industrial, L.P. and Credit Suisse First Boston Corporation,
              Chase Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith
              Incorporated, Salomon Smith Barney, Inc., Banc of America
              Securities LLC, Banc One Capital Markets, Inc. and UBS Warburg LLC


12.1*         Computation of ratios of earnings to fixed charges of First
              Industrial, L.P.

21.1          Subsidiaries of the Registrant (incorporated by reference to
              Exhibit 21.1 of the Company's Annual Report on Form 10-K for the
              year ended December 31, 2000, File No. 1-13102)

23*           Consent of PricewaterhouseCoopers LLP


        * Filed herewith.
      **  Filed previously as an exhibit to the Registrant's Annual Report on
          Form 10-K for the year ended December 31, 2000.


<PAGE>   54
                             FIRST INDUSTRIAL, L.P.

         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


<TABLE>
<CAPTION>
                                                                                                          PAGE
                                                                                                          ----
<S>                                                                                                       <C>
         FINANCIAL STATEMENTS

         Report of Independent Accountants.......................................................         F-2

         Consolidated Balance Sheets of First Industrial, L.P. as of December 31, 2000
         and 1999................................................................................         F-3

         Consolidated Statements of Operations of First Industrial, L.P. for the Years Ended
         December 31, 2000, 1999 and 1998........................................................         F-4

         Consolidated Statements of Changes in Partners' Capital of First Industrial, L.P. for
         the Years Ended December 31, 2000, 1999 and 1998........................................         F-5

         Consolidated Statements of Cash Flows of First Industrial, L.P. for the Years Ended
         December 31, 2000, 1999 and 1998........................................................         F-6

         Notes to Consolidated Financial Statements..............................................         F-7


         FINANCIAL STATEMENT SCHEDULE

         Report of Independent Accountants.......................................................         S-1

         Schedule III:   Real Estate and Accumulated Depreciation................................         S-2
</TABLE>



                                      F-1
<PAGE>   55


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
     First Industrial,  L.P.


In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of changes in partners' capital and of
cash flows present fairly, in all material respects, the financial position of
First Industrial, L.P. (the "Operating Partnership") at December 31, 2000 and
1999, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Operating Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.









                                               PricewaterhouseCoopers LLP




Chicago, Illinois
February 9, 2001



                                      F-2
<PAGE>   56
                             FIRST INDUSTRIAL, L.P.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                      December 31,   December 31,
                                                                         2000           1999
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
                                     ASSETS
Assets:
   Investment in Real Estate:
      Land ........................................................   $   341,746    $   311,149
      Buildings and Improvements ..................................     1,643,540      1,776,217
      Furniture, Fixtures and Equipment ...........................         1,353          1,353
      Construction in Progress ....................................        33,913         42,715
      Less: Accumulated Depreciation ..............................      (182,480)      (179,293)
                                                                      -----------    -----------
              Net Investment in Real Estate .......................     1,838,072      1,952,141

   Real Estate Held for Sale, Net of Accumulated Depreciation
     and Amortization of $21,974 ..................................       190,379           --
   Investments in and Advances to Other Real Estate
     Partnerships .................................................       381,231        380,774
   Cash and Cash Equivalents ......................................         3,644             22
   Restricted Cash ................................................        23,027            927
   Tenant Accounts Receivable, Net ................................         8,857          8,986
   Investments in Joint Ventures ..................................         6,158          6,408
   Deferred Rent Receivable .......................................        10,887         13,777
   Deferred Financing Costs, Net ..................................        10,543          9,905
   Prepaid Expenses and Other Assets, Net .........................        66,609         71,047
                                                                      -----------    -----------
              Total Assets ........................................   $ 2,539,407    $ 2,443,987
                                                                      ===========    ===========

                       LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
   Mortgage Loans Payable, Net ....................................   $    61,242    $    63,059
   Senior Unsecured Debt, Net .....................................       948,781        948,688
   Acquisition Facility Payable ...................................       170,000         94,000
   Accounts Payable and Accrued Expenses ..........................        94,448         75,397
   Rents Received in Advance and Security Deposits ................        17,593         19,329
   Distributions Payable ..........................................        37,512         28,164
                                                                      -----------    -----------
              Total Liabilities ...................................     1,329,576      1,228,637
                                                                      -----------    -----------

Commitments and Contingencies .....................................          --             --

Partners' Capital:
    General Partner Preferred Units (140,000 units issued and
      outstanding at December 31, 2000 and 1999) ..................       336,990        336,990
    General Partner Units (38,844,086 and 38,152,811 units
      issued and outstanding at December 31, 2000 and 1999,
      respectively) ...............................................       697,864        694,899
    Unamortized Value of General Partnership Restricted Units .....        (8,812)        (4,087)
    Limited Partners' Units (7,223,859 and 7,309,643 units
      issued and outstanding at December 31, 2000 and 1999,
      respectively) ...............................................       183,406        187,548
    Amortization of Stock Based Compensation ......................           383           --
                                                                      -----------    -----------
                Total Partners' Capital ...........................     1,209,831      1,215,350
                                                                      -----------    -----------
                Total Liabilities and Partners' Capital ...........   $ 2,539,407    $ 2,443,987
                                                                      ===========    ===========
</TABLE>


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



                                      F-3
<PAGE>   57
                             FIRST INDUSTRIAL, L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (Dollars in thousands, except for per unit data)



<TABLE>
<CAPTION>
                                                                                Year Ended          Year Ended        Year Ended
                                                                               December 31,        December 31,      December 31,
                                                                                   2000                1999              1998
                                                                               ------------        ------------      ------------
<S>                                                                            <C>                 <C>               <C>
   Revenues:
      Rental Income ........................................................   $ 253,799            $ 249,719          $ 237,167
      Tenant Recoveries and Other Income ...................................      67,421               64,646             56,219
                                                                               ---------            ---------          ---------
                Total Revenues .............................................     321,220              314,365            293,386
                                                                               ---------            ---------          ---------

   Expenses:
      Real Estate Taxes ....................................................      51,320               49,590             48,768
      Repairs and Maintenance ..............................................      16,256               14,992             13,841
      Property Management ..................................................      11,730                9,013             11,541
      Utilities ............................................................       7,849                7,602              7,667
      Insurance ............................................................       1,195                  690                794
      Other ................................................................       4,838                3,439              3,162
      General and Administrative ...........................................      16,971               12,961             12,919
      Interest .............................................................      80,885               76,799             68,862
      Amortization of Deferred Financing Costs .............................       1,683                1,295                851
      Depreciation and Other Amortization ..................................      55,558               57,927             54,209
      Valuation Provision on Real Estate Held for Sale .....................       2,169                 --                 --
      Restructuring Charge .................................................        --                   --                6,858
                                                                               ---------            ---------          ---------
                 Total Expenses ............................................     250,454              234,308            229,472
                                                                               ---------            ---------          ---------

   Income from Operations Before Equity in Income of Other Real Estate
         Partnerships, Equity in Income of Joint Ventures and Disposition of
         Interest Rate Protection Agreements ...............................      70,766               80,057             63,914
   Equity in Income of Other Real Estate Partnerships ......................      33,049               45,714             27,583
   Equity in Income of Joint Ventures ......................................         571                  302                 45
   Disposition of Interest Rate Protection Agreements ......................        --                   --               (8,475)
                                                                               ---------            ---------          ---------
   Income from Operations ..................................................     104,386              126,073             83,067
   Gain on Sale of Real Estate .............................................      25,430               11,904              2,931
                                                                               ---------            ---------          ---------
   Income Before Cumulative Effect of Change in Accounting Principle .......     129,816              137,977             85,998
   Cumulative Effect of Change in Accounting Principle .....................        --                   --                 (719)
                                                                               ---------            ---------          ---------
   Net Income ..............................................................     129,816              137,977             85,279
    Less: Preferred Unit Distributions .....................................     (28,924)             (28,924)           (26,691)
                                                                               ---------            ---------          ---------
    Net Income Available to Unitholders ....................................   $ 100,892            $ 109,053          $  58,588
                                                                               =========            =========          =========

Net Income Available to Unitholders Before Cumulative Effect Of
    Change in Accounting Principle Per Weighted Average Unit Outstanding:
               Basic .......................................................   $    2.20            $    2.41          $    1.34
                                                                               =========            =========          =========
               Diluted .....................................................   $    2.19            $    2.40          $    1.34
                                                                               =========            =========          =========

Net Income Available to Unitholders Per Weighted Average
           Unit Outstanding:
               Basic .......................................................   $    2.20            $    2.41          $    1.33
                                                                               =========            =========          =========
               Diluted .....................................................   $    2.19            $    2.40          $    1.32
                                                                               =========            =========          =========
</TABLE>



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


                                      F-4
<PAGE>   58
                             FIRST INDUSTRIAL, L.P.
             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                                        Unamortized
                                                                                         Value of
                                                            General                       General                      Amortization
                                                            Partner        General        Partner       Limited          Of Stock
                                                           Preferred       Partner      Restricted      Partners           Based
                                               Total         Units          Units          Units         Units         Compensation
                                            -----------   -----------    -----------    -----------   ------------     -------------
<S>                                         <C>           <C>            <C>            <C>           <C>               <C>
Balance at December 31, 1997 .............  $   966,177   $   144,290   $   677,608    $    (3,417)    $   147,696          $   --
  Contributions ..........................      279,208       192,700        37,095             --          49,413              --
  Issuance of General Partner
     Restricted  Units ...................           --            --         2,345         (2,345)             --              --
  Amortization of General Partner
     Restricted Units ....................           --         2,450            --          2,450              --              --
  Distributions ..........................     (123,555)      (26,691)      (82,316)            --         (14,548)             --
  Unit Conversions .......................           --            --         5,150             --          (5,150)             --
  Net Income .............................       85,279        26,691        50,041             --           8,547              --
                                            -----------   -----------   -----------    ------------    -----------          ------
  Balance at December 31, 1998 ...........    1,209,559       336,990       689,923          (3,312)       185,958              --
  Contributions ..........................        5,115            --           840              --          4,275              --
  Issuance of General Partner
     Restricted Units ....................           --            --         2,008          (2,008)            --              --
  Amortization of General Partner
     Restricted Units ....................        1,233            --            --           1,233             --              --
  Distributions ..........................     (138,534)      (28,924)      (92,151)             --        (17,459)             --
  Unit Conversions .......................           --            --         2,618              --         (2,618)             --
  Net Income .............................      137,977        28,924        91,661              --         17,392              --
                                            -----------   -----------   -----------     -----------    -----------          ------
Balance at December 31, 1999 .............    1,215,350       336,990       694,899          (4,087)       187,548              --
  Contributions ..........................       16,156            --        12,769              --          3,387              --
  Issuance of General Partner
     Restricted Units ....................           --            --         9,689           (9,689)           --              --
  Purchase of General Partnership Units ..      (11,699)           --       (11,699)              --            --              --
  Repurchase and Retirement of
     Restricted Units ....................         (466)           --          (466)              --            --              --
  Amortization of Stock Based
     Compensation ........................          383            --            --               --            --             383
  Amortization of General Partner
     Restricted Units ....................        4,964            --            --            4,964            --              --
  Distributions ..........................     (144,673)      (28,924)      (97,531)              --       (18,218)             --
  Unit Conversions .......................           --            --         5,706               --        (5,706)             --
  Net Income .............................      129,816        28,924        84,497               --        16,395              --
                                            -----------   -----------   -----------      -----------   -----------          ------
Balance at December 31, 2000 .............  $ 1,209,831   $   336,990   $   697,864      $    (8,812)  $   183,406          $  383
                                            ===========   ===========   ===========      ===========   ===========          ======
</TABLE>

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

                                      F-5
<PAGE>   59
                             FIRST INDUSTRIAL, L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                              Year Ended          Year Ended          Year Ended
                                                                          December 31, 2000   December 31, 1999   December 31, 1998
                                                                          -----------------   -----------------   -----------------
<S>                                                                       <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income .............................................................  $ 129,816                $  137,977          $   85,279
   Adjustments to Reconcile Net Income to Net Cash
    Provided by Operating Activities:
Depreciation ...........................................................     49,496                    52,494             48,889
    Amortization of Deferred Financing Costs ...........................      1,683                     1,295                851
    Other Amortization .................................................      9,650                     5,504              7,155
    Valuation Provision on Real Estate Held for Sale ...................      2,169                        --                 --
    Provision for Bad
Debts ..................................................................         50                         8                649
    Equity in Income of Joint Ventures .................................       (571)                     (302)               (45)
    Distributions from Joint Ventures ..................................        571                       302                 --
    Gain on Sale of Real Estate ........................................    (25,430)                  (11,904)            (2,931)
    Equity in Income of Other Real Estate Partnerships .................    (33,049)                  (45,714)           (27,583)
    Distributions from Investment in Other Real Estate Partnerships ....     33,049                    45,714             27,583
    Cumulative Effect of Change in Accounting Principle ................       --                          --                719
    Increase in Tenant Accounts Receivable and Prepaid
         Expenses and Other Assets, Net ................................    (20,865)                   (7,948)           (19,039)
    Increase in Deferred Rent Receivable ...............................       (830)                   (3,510)            (3,977)
    Increase in Accounts Payable and Accrued Expenses and
        Rents Received in Advance and Security  Deposits ...............      6,150                     9,617             30,352
                                                                          ---------                ----------          ---------
          Net Cash Provided by Operating Activities ....................    151,889                   183,533            147,902
                                                                          ---------                ----------          ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of and Additions to Investment in Real Estate .............   (460,884)                 (177,613)          (491,650)
    Net Proceeds from Sales of Investment in Real Estate ...............    379,849                   171,133             76,632
    Investments in and Advances to Other Real Estate Partnerships ......   (102,695)                 (138,404)          (115,471)
    Distributions from Other Real Estate Partnerships ..................    102,238                   136,317              3,081
    Contributions to and Investments in Joint Ventures .................        (37)                   (2,522)            (4,413)
    Distributions from Joint Ventures ..................................        287                       572                 --
    Funding of Mortgage Loans Receivable ...............................       --                     (12,467)                --
    Repayment of Mortgage Loans Receivable .............................     18,190                       433              1,106
    (Increase) Decrease in Restricted Cash .............................    (22,100)                    6,753             (7,680)
                                                                          ---------                ----------          ---------
         Net Cash Used in Investing Activities .........................    (85,152)                  (15,798)          (538,395)
                                                                          ---------                ----------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Unit Contributions, Net .............................................     12,478                       532             35,685
   Unit Distributions ..................................................   (113,632)                 (108,527)           (91,796)
   Purchase of General Partnership Units ...............................    (11,699)                       --                 --
   Repurchase of Restricted Units ......................................       (466)                       --                 --
   Preferred Contributions .............................................       --                          --            192,700
   Preferred Unit Distributions ........................................    (21,693)                  (28,924)           (26,691)
   Repayments on Mortgage Loans Payable ................................     (1,780)                   (2,967)            (1,523)
   Proceeds from Acquisition Facilities Payable ........................    290,200                   156,600            531,000
   Repayments on Acquisition Facilities Payable ........................   (214,200)                 (197,400)          (525,600)
   Proceeds from Senior Unsecured Debt .................................       --                          --            299,517
   Other Proceeds from Senior Unsecured Debt ...........................       --                          --              2,760
   Other Costs of Senior Unsecured Debt ................................       --                          --            (11,890)
   Cost of Debt Issuance ...............................................     (2,323)                     (973)            (4,718)
                                                                          ---------                ----------          ---------
          Net Cash (Used in) Provided by Financing Activities ..........    (63,115)                 (181,659)           399,444
                                                                          ---------                ----------          ---------
   Net Increase (Decrease) in Cash and Cash Equivalents ................      3,622                   (13,924)             8,951
   Cash and Cash Equivalents, Beginning of Period ......................         22                    13,946              4,995
                                                                          ---------                ----------          ---------
   Cash and Cash Equivalents, End of Period ............................  $   3,644                $       22          $  13,946
                                                                          =========                ==========          =========

</TABLE>

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


                                      F-6
<PAGE>   60


                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


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 84.3% ownership interest at December 31, 2000. The Company also owns
a preferred general partnership interest in the Operating Partnership
("Preferred Units") with an aggregate liquidation priority of $350,000. 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 limited partners of the Operating Partnership own, in
the aggregate, approximately a 15.7% interest in the Operating Partnership at
December 31, 2000.

     The Operating Partnership is the sole member of several limited liability
companies (the "L.L.C.s") and the majority economic stockholder of FR
Development Services, Inc., and holds at least a 99% limited partnership
interest (subject in one case as described below to a preferred limited
partnership interest) in First Industrial Financing Partnership, L.P. (the
"Financing Partnership"), First Industrial Securities, L.P. (the "Securities
Partnership"), First Industrial Mortgage Partnership, L.P (the "Mortgage
Partnership"), First Industrial Pennsylvania, L.P. (the "Pennsylvania
Partnership"), First Industrial Harrisburg, L.P. (the "Harrisburg Partnership"),
First Industrial Indianapolis, L.P. (the "Indianapolis Partnership"), TK-SV,
LTD. and First Industrial Development Services, L.P. (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 10% equity
interests in and provides asset and property management services to, two joint
ventures which invest in 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 general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest in the Securities Partnership which entitles it to receive
a fixed quarterly distribution, and results in it being allocated income in the
same amount, equal to the fixed quarterly dividend the Company pays on its 9.5%,
$.01 par value, Series A Cumulative Preferred Stock.

     As of December 31, 2000, the Operating Partnership, the L.L.C.s and FR
Development Services, Inc. (hereinafter defined as the "Consolidated Operating
Partnership") owned 865 in-service industrial properties, containing an
aggregate of approximately 55.6 million square feet (unaudited) of gross
leasable area ("GLA"). On a combined basis, as of December 31, 2000, the Other
Real Estate Partnerships owned 104 in-service industrial properties, containing
an aggregate of approximately 12.6 million square feet (unaudited) of GLA. Of
the 104 industrial properties owned by the Other Real Estate Partnerships at
December 31, 2000, 22 are held by the Mortgage Partnership, 24 are held by the
Pennsylvania Partnership, 22 are held by the Securities Partnership, 22 are held
by the Financing Partnership, six are held by the Harrisburg Partnership, six
are held by the Indianapolis Partnership, one is held by First Industrial
Development Services, L.P. and one is held by TK-SV, LTD.

     Profits, losses and distributions of the Operating Partnership, the L.L.C.s
and 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.



                                      F-7
<PAGE>   61
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)

2.   BASIS OF PRESENTATION

     The consolidated financial statements of the Consolidated Operating
Partnership at December 31, 2000 and 1999 and for each of the three years ended
December 31, 2000 include the accounts and operating results of the Operating
Partnership, the L.L.C.s and FR Development Services, Inc. on a consolidated
basis. Such financial statements present the Operating Partnership's limited
partnership interests in each of the Other Real Estate Partnerships and the
Operating Partnership's 10% equity interests in the September 1998 Joint Venture
(hereinafter defined) and the September 1999 Joint Venture (hereinafter defined)
under the equity method of accounting. The minority ownership interest in FR
Development Services, Inc. is not reflected in the consolidated financial
statements due to its immateriality.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     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 December 31, 2000 and 1999, and the reported amounts of
revenues and expenses for the years ended December 31, 2000, 1999 and 1998.
Actual results could differ from those estimates.

Cash and Cash Equivalents

     Cash and cash equivalents include all cash and liquid investments with an
initial maturity of three months or less. The carrying amount approximates fair
value due to the short maturity of these investments.

Investment in Real Estate and Depreciation

     Purchase accounting has been applied when ownership interests in properties
were acquired for cash. The historical cost basis of properties has been carried
over when certain ownership interests were exchanged for limited partnership
units in the Operating Partnership on July 1, 1994 and purchase accounting has
been used for all other properties that were subsequently exchanged for limited
partnership units in the Operating Partnership.

     Real estate assets are carried at cost. The Consolidated Operating
Partnership reviews its properties on a quarterly basis for impairment and
provides a provision if impairments are determined. First, to determine if
impairment may exist, the Consolidated Operating Partnership reviews its
properties and identifies those which have had either an event of change or
event of circumstances warranting further assessment of recoverability. Then,
the Consolidated Operating Partnership estimates the fair value of those
properties on an individual basis by capitalizing the expected net operating
income. Such amounts are then compared to the property's depreciated cost to
determine whether an impairment exists. For properties management considers held
for sale, the Consolidated Operating Partnership ceases depreciating the
properties and values the properties at the lower of depreciated cost or fair
value less cost to sell.

     Interest expense, real estate taxes and other directly related expenses
incurred during construction periods are capitalized and depreciated commencing
with the date placed in service, on the same basis as the related assets.
Depreciation expense is computed using the straight-line method based on the
following useful lives:

                                                                Years
                                                                -----
    Buildings and Improvements.............................   31.5 to 40
    Land Improvements......................................   15
    Furniture, Fixtures and Equipment......................    5 to 10

     Construction expenditures for tenant improvements, leasehold improvements
and leasing commissions are capitalized and amortized over the terms of each
specific lease. Repairs and maintenance are charged to expense when incurred.
Expenditures for improvements are capitalized.


                                      F-8
<PAGE>   62
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Deferred Financing Costs

     Deferred financing costs include fees and costs incurred to obtain
long-term financing. These fees and costs are being amortized over the terms of
the respective loans. Accumulated amortization of deferred financing costs was
$4,042 and $2,359 at December 31, 2000 and 1999, respectively. Unamortized
deferred financing costs are written-off when debt is retired before the
maturity date.

Investment in and Advances to Other Real Estate Partnerships

     Investment in Other Real Estate Partnerships represents the Consolidated
Operating Partnership's limited partnership interests in and advances to,
through the Operating Partnership, the Other Real Estate Partnerships. The
Operating Partnership accounts for its Investment in Other Real Estate
Partnerships under the equity method of accounting. Under the equity method of
accounting, the Operating Partnership's share of earnings or losses of the Other
Real Estate Partnerships is reflected in income as earned and contributions or
distributions increase or decrease, respectively, the Operating Partnership's
Investment in Other Real Estate Partnerships as paid or received, respectively.

Investments in Joint Ventures

     Investments in Joint Ventures represents the Operating Partnership's 10%
equity interests in the September 1998 Joint Venture (hereinafter defined) and
the September 1999 Joint Venture (hereinafter defined). The Consolidated
Operating Partnership, through the Operating Partnership, accounts for its
Investments in Joint Ventures under the equity method of accounting. Under the
equity method of accounting, the Consolidated Operating Partnership's share of
earnings or losses of the September 1998 Joint Venture (hereinafter defined) and
the September 1999 Joint Venture (hereinafter defined) is reflected in income as
earned and contributions or distributions increase or decrease, respectively,
the Consolidated Operating Partnership's Investments in Joint Ventures as paid
or received, respectively.

Revenue Recognition

     Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenue in the same period the
related expenses are incurred by the Consolidated Operating Partnership.

     The Consolidated Operating Partnership provides an allowance for doubtful
accounts against the portion of tenant accounts receivable which is estimated to
be uncollectible. Accounts receivable in the consolidated balance sheets are
shown net of an allowance for doubtful accounts of $1,707 and $1,657 as of
December 31, 2000 and 1999, respectively.

Gain on Sale of Real Estate

     Gain on sale of real estate is recognized using the full accrual method.
Gains relating to transactions which do not meet the full accrual method of
accounting are deferred and recognized when the full accrual method of
accounting criteria are met or by using the installment or deposit methods of
profit recognition, as appropriate in the circumstances. As the assets are sold,
their costs and related accumulated depreciation are removed from the accounts
with resulting gains or losses reflected in net income or loss. Estimated future
costs to be incurred by the Consolidated Operating Partnership after completion
of each sale are included in the determination of the gains on sales.



                                      F-9
<PAGE>   63
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Income Taxes

     In accordance with partnership taxation, each of the partners are
responsible for reporting their shares of taxable income or loss. The
Consolidated Operating Partnership is subject to certain state and local income,
excise and franchise taxes. The provision for such state and local taxes has
been reflected in general and administrative expense in the statement of
operations and has not been separately stated due to its insignificance.

Earnings Per Unit ("EPU")

     Net income per weighted average general partnership and limited partnership
unit (the "Units") - basic is based on the weighted average Units outstanding.
Net income per weighted average Unit - diluted is based on the weighted average
Units outstanding plus the effect of the Company's in-the-money employee stock
options that result in the issuance of general partnership units. See Note 13
for further disclosures.

Fair Value of Financial Instruments

     The Consolidated Operating Partnership's financial instruments include
short-term investments, tenant accounts receivable, net, mortgage notes
receivable, accounts payable, other accrued expenses, mortgage loans payable,
acquisition facility payable, senior unsecured debt and certain put and call
options issued in conjunction with two offerings of unsecured debt.

     The fair values of the short-term investments, tenant accounts receivable,
net, mortgage notes receivable, accounts payable and other accrued expenses were
not materially different from their carrying or contract values due to the
short-term nature of these financial instruments. See Note 6 for the fair values
of the mortgage loans payable, acquisition facility payable, senior unsecured
debt and certain put and call options issued in conjunction with two initial
offerings of unsecured debt.

Derivative Financial Instruments

     Historically, the Consolidated Operating Partnership, through the Operating
Partnership, has used interest rate protection agreements (the "Agreements") to
fix the interest rate on anticipated offerings of senior unsecured debt, limit
the interest rate on existing debt or convert floating rate debt to fixed rate
debt. Receipts or payments that result from the settlement of Agreements used to
fix the interest rate on anticipated offerings of senior unsecured debt are
amortized over the life of the senior unsecured debt. Receipts or payments
resulting from the Agreements that were used to limit the interest rate on
existing debt are recognized as a component of interest expense. The cost basis
of this type of instrument is amortized over the life of the instrument and is
recognized in net income as well. Receipts or payments resulting from Agreements
used to convert floating rate debt to fixed rate debt are recognized as a
component of interest expense. Any Agreements which no longer qualify for hedge
accounting are marked to market and any gain or loss is recognized in net income
immediately. The credit risks associated with the Agreements are controlled
through the evaluation and monitoring of the creditworthiness of the
counterparty. In the event that the counterparty fails to meet the terms of the
Agreements, the Consolidated Operating Partnership's exposure is limited to the
current value of the interest rate differential, not the notional amount, and
the Consolidated Operating Partnership's carrying value of the Agreements on the
balance sheet.

Segment Reporting

     Management views the Consolidated Operating Partnership as a single
segment.


                                      F-10
<PAGE>   64
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Recent Accounting Pronouncements

     The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("FAS 133") on June 1, 1998. Statement of Financial
Accounting Standards No. 138 "Accounting for Derivative Instruments and Hedging
Activities - An Amendment of FAS Statement 133" was issued in June 2000. FAS
133, as amended, is effective for fiscal years beginning after June 15, 2000 as
provided by Statement of Financial Accounting Standards No. 137 issued in July
1999. FAS 133, as amended, requires fair value accounting for all derivatives
including recognizing all such instruments on the balance sheet with an
offsetting amount recorded in the income statement or as part of comprehensive
income. FAS 133, as amended, becomes effective for the Consolidated Operating
Partnership for the year ending December 31, 2001. FAS 133 did not have an
impact on the Consolidated Operating Partnership's consolidated financial
position, consolidated results of operations or consolidated cash flows.

     In March 2000, the FASB issued Statement of Accounting Standards
Interpretation 44, Accounting for Certain Transactions Involving Stock
Compensation ("Interpretation 44"). Interpretation 44 is generally effective for
new stock option grants beginning July 1, 2000. However, the interpretive
definition of an employee and certain effective repricing provisions apply to
new awards granted after December 15, 1998. Further, the FASB determined that
any modifications to current accounting as a result of this guidance are to be
recorded prospectively, effective as of July 1, 2000. The Consolidated Operating
Partnership has applied the accounting mandated by Interpretation 44 as of July
1, 2000 and there has not been a material impact on the Consolidated Operating
Partnership's consolidated financial position, consolidated results of
operations or consolidated cash flows.

     The REIT Modernization Act, which was passed in 1999 and will take effect
on January 1, 2001, modifies certain provisions of the Internal Revenue Code of
1986, as amended, with respect to the taxation of REITs. Two key provisions of
this tax law change will impact future Consolidated Operating Partnership
operations: the availability of a taxable REIT subsidiary which may be
wholly-owned directly by a REIT and a reduction in the required level of
distributions by a REIT to 90% of ordinary taxable income. The Consolidated
Operating Partnership converted its preferred stock subsidiary to a wholly-owned
taxable REIT subsidiary in January 2001.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition, which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements. SAB 101 was required to be implemented in the fourth fiscal quarter
of 2000. The adoption of SAB 101 did not have an effect on the Consolidated
Operating Partnership's results of operations or its financial position as the
Consolidated Operating Partnership's revenue recognition practices were
compliant with the pronouncement.

4.   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:


                                      F-11
<PAGE>   65
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


4.   INVESTMENTS IN OTHER REAL ESTATE PARTNERSHIPS, CONTINUED

Condensed Combined Balance Sheets:


<TABLE>
<CAPTION>
                                                                            Year Ended
                                                                ---------------------------------
                                                                 December 31,       December 31,
                                                                     2000                 1999
                                                                -------------       -------------
<S>                                                             <C>                 <C>
                             ASSETS
Assets:
        Investment in Real Estate, Net .......................   $383,021                $433,970
        Real Estate Held for Sale, Net .......................     46,043                    --
        Other Assets, Net ....................................     40,218                  38,491
                                                                 --------                --------
                Total Assets .................................   $469,282                $472,461
                                                                 ========                ========

               LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
        Mortgage Loans  Payable ..............................   $ 41,333                $ 41,891
        Other Liabilities ....................................     40,714                  35,620
                                                                 --------                --------
                 Total Liabilities ...........................     82,047                  77,511
                                                                 --------                --------
        Partners' Capital ....................................    387,235                 394,950
                                                                 --------                --------
                 Total Liabilities and Partners' Capital......   $469,282                $472,461
                                                                 ========                ========
</TABLE>


Condensed Combined Statements of Operations:


<TABLE>
<CAPTION>
                                                                              Year Ended
                                                           -----------------------------------------------
                                                            December 31,   December 31,       December 31,
                                                               2000            1999               1998
                                                           ------------    ------------       ------------
<S>                                                        <C>             <C>                <C>
Total Revenues .........................................     $ 64,431        $ 59,677          $ 56,221
Property Expenses ......................................      (15,784)        (13,685)          (13,005)
General and Administrative .............................         --              (167)             --
Interest Expense .......................................       (3,040)         (3,070)           (2,971)
Amortization of Deferred Financing Costs ...............          (67)            (67)              (65)
Depreciation and Other Amortization ....................      (11,431)        (10,485)           (9,597)
Valuation Provision on Real Estate Held for Sale .......         (731)           --                --
Abandoned Pursuit Costs Charge .........................         --              --                (360)
Gain on Sales of Real Estate ...........................        3,866          17,893             2,417
Cumulative Effect of Change in Accounting Principle ....         --              --                (858)
                                                             --------        --------          --------
Net Income .............................................     $ 37,244        $ 50,096          $ 31,782
                                                             ========        ========          ========
</TABLE>


     On January 2, 1998, the Financing Partnership distributed 173 industrial
properties with a net book value of approximately $387,647 to the Operating
Partnership.

     During 1999, the Operating Partnership contributed four industrial
properties to the Securities Partnership. The four properties contributed by the
Operating Partnership to the Securities Partnership had an aggregate net book
value of approximately $10,387.



                                      F-12
<PAGE>   66
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


5.   INVESTMENTS IN JOINT VENTURES

     On September 28, 1998, the Consolidated Operating Partnership, through a
wholly-owned limited liability company in which the Operating Partnership is its
sole member, entered into a joint venture arrangement (the "September 1998 Joint
Venture") with an institutional investor to invest in industrial properties. The
Consolidated Operating Partnership, through wholly-owned limited liability
companies in which the Operating Partnership is the sole member, owns a 10%
equity interest in the September 1998 Joint Venture and provides property and
asset management services to the September 1998 Joint Venture. On or after
October 2000, under certain circumstances, the Operating Partnership has the
option of purchasing all of the properties owned by the September 1998 Joint
Venture at a price to be determined in the future. The Consolidated Operating
Partnership has not exercised this option. The Consolidated Operating
Partnership received approximately $2,199 and $2,315 (net of the intercompany
elimination) in acquisition, asset management and property management fees in
2000 and 1999 respectively, from the September 1998 Joint Venture. For the year
ended December 31, 2000, the Operating Partnership, through a wholly-owned
limited liability company of which it is the sole member, invested approximately
$4 and received distributions of approximately $796 from the September 1998
Joint Venture. For the year ended December 31, 1999, the Operating Partnership,
through a wholly-owned limited liability company of which it is the sole member,
invested approximately $767 and received distributions of approximately $874
from the September 1998 Joint Venture. The Consolidated Operating Partnership
accounts for the September 1998 Joint Venture under the equity method of
accounting. As of December 31, 2000, the September 1998 Joint Venture owned 138
industrial properties comprising approximately 7.1 million square feet
(unaudited) of GLA.

     On September 2, 1999, the Consolidated Operating Partnership, through a
wholly-owned limited liability company in which the Operating Partnership is its
sole member, entered into another joint venture arrangement (the "September 1999
Joint Venture") with an institutional investor to invest in industrial
properties. The Consolidated Operating Partnership, through wholly-owned limited
liability companies in which the Operating Partnership is the sole member, owns
a 10% equity interest in the September 1999 Joint Venture and provides property
and asset management services to the September 1999 Joint Venture. On or after
September 2001, under certain circumstances, the Consolidated Operating
Partnership has the option of purchasing all the properties owned by the
September 1999 Joint Venture at a price to be determined in the future. The
Consolidated Operating Partnership received approximately $557 and $993 (net of
the intercompany elimination) in acquisition, asset management and property
management fees in 2000 and 1999 respectively, from the September 1999 Joint
Venture. For the year ended December 31, 2000, the Operating Partnership,
through a wholly-owned limited liability company in which it is the sole member,
also invested approximately $33 and received distributions of approximately $62
from the September 1999 Joint Venture. For the year ended December 31, 1999, the
Operating Partnership, through a wholly-owned limited liability company in which
it is the sole member, also invested approximately $1,755 in the September 1999
Joint Venture. The Consolidated Operating Partnership accounts for the September
1999 Joint Venture under the equity method of accounting. As of December 31,
2000, the September 1999 Joint Venture owned 39 industrial properties comprising
approximately 1.2 million square feet (unaudited) of GLA.


                                      F-13
<PAGE>   67
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)

6.   MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE

Mortgage Loans Payable, Net

     On March 20, 1996, the Consolidated Operating Partnership, through the
Operating Partnership, entered into a $36,750 mortgage loan (the "CIGNA Loan")
that is collateralized by seven properties in Indianapolis, Indiana and three
properties in Cincinnati, Ohio. The CIGNA Loan bears interest at a fixed
interest rate of 7.50% and provides for monthly principal and interest payments
based on a 25-year amortization schedule. The CIGNA Loan matures on April 1,
2003. The CIGNA Loan may be prepaid only after April 1999 in exchange for the
greater of a 1% prepayment fee or a yield maintenance premium.

     On March 20, 1996, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a $6,424 mortgage loan and a $2,993 mortgage loan
(together, the "Assumed Loans") that are collateralized by 13 properties in
Indianapolis, Indiana and one property in Indianapolis, Indiana, respectively.
The Assumed Loans bear interest at a fixed rate of 9.25% and provide for monthly
principal and interest payments based on a 16.75-year amortization schedule. The
Assumed Loans mature on January 1, 2013. The Assumed Loans may be prepaid only
after December 1999 in exchange for the greater of a 1% prepayment fee or a
yield maintenance premium.

     On January 31, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of $705 (the "LB
Mortgage Loan II"). The LB Mortgage Loan II, which is collateralized by a
property located in Long Island, New York, is interest free until February,
1998, at which time the LB Mortgage Loan II bears interest at 8.00% and provides
for interest only payments prior to maturity. The LB Mortgage Loan II matures
180 days after the completion of a contingent event relating to the
environmental status of the property collateralizing the loan.

     On October 23, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of $4,153 (the
"Acquisition Mortgage Loan I"). The Acquisition Mortgage Loan I is
collateralized by a property in Bensenville, Illinois, bears interest at a fixed
rate of 8.50% and provides for monthly principal and interest payments based on
a 15-year amortization schedule. The Acquisition Mortgage Loan I matures on
August 1, 2008. The Acquisition Mortgage Loan I may be prepaid after July 1998
in exchange for a prepayment fee.

     On December 9, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of $7,997 (the
"Acquisition Mortgage Loan II"). The Acquisition Mortgage Loan II is
collateralized by ten properties in St. Charles, Louisiana, bears interest at a
fixed rate of 7.75% and provides for monthly principal and interest payments
based on a 22-year amortization schedule. The Acquisition Mortgage Loan II
matures on April 1, 2006. The Acquisition Mortgage Loan II may be prepaid only
after April 1999 in exchange for the greater of a 1% prepayment fee or a yield
maintenance premium.

     On December 23, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the amount of $3,598 (the
"Acquisition Mortgage Loan III"). The Acquisition Mortgage Loan III is
collateralized by two properties in Houston, Texas, bears interest at a fixed
interest rate of 8.875% and provides for monthly principal and interest payments
based on a 20-year amortization schedule. The Acquisition Mortgage Loan III
matures on June 1, 2003. The Acquisition Mortgage Loan III may be prepaid only
after June 1998 in exchange for the greater of a 2% prepayment fee or a yield
maintenance premium.




                                      F-14
<PAGE>   68
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


6.   MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED

     On April 16, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $2,525
(the "Acquisition Mortgage Loan IV"). The Acquisition Mortgage Loan IV is
collateralized by one property in Baltimore, Maryland, bears interest at a fixed
rate of 8.95% and provides for monthly principal and interest payments based on
a 20-year amortization schedule. The Acquisition Mortgage Loan IV matures on
October 1, 2006. The Acquisition Mortgage Loan IV may be prepaid only after
October 2001 in exchange for the greater of a 1% prepayment fee or a yield
maintenance premium.

     On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $965
(the "Acquisition Mortgage Loan VI"). The Acquisition Mortgage Loan VI is
collateralized by one property in Portland, Oregon, bears interest at a fixed
rate of 8.875% and provides for monthly principal and interest payments based on
a 20-year amortization schedule. The Acquisition Mortgage Loan VI matures on
November 1, 2006. The Acquisition Mortgage Loan VI may be prepaid only after
September 2001 in exchange for a 3% prepayment fee.

     On August 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $1,367
(the "Acquisition Mortgage Loan VII"). The Acquisition Mortgage Loan VII is
collateralized by one property in Milwaukee, Oregon, bears interest at a fixed
rate of 9.75% and provides for monthly principal and interest payments based on
a 25-year amortization schedule. The Acquisition Mortgage Loan VII matures on
March 15, 2002. The Acquisition Mortgage Loan VII may be prepaid only after
December 2001.

     On November 5, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, assumed a mortgage loan in the principal amount of $1,348
(the "Acquisition Mortgage Loan VIII"). The Acquisition Mortgage Loan VIII was
collateralized by three properties in Richland Hills, Texas, bore interest at a
fixed rate of 8.45% and provided for monthly principal and interest payments
based on a 143-month amortization schedule. On August 2, 1999, the Consolidated
Operating Partnership paid off and retired the Acquisition Mortgage Loan VIII.

Senior Unsecured Debt, Net

     On May 13, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $150,000 of senior unsecured debt which matures on
May 15, 2007 and bears a coupon interest rate of 7.60% (the "2007 Notes"). The
issue price of the 2007 Notes was 99.965%. Interest is paid semi-annually in
arrears on May 15 and November 15. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2007 Notes prior to
issuance. The debt issue discount and the settlement amount of the interest rate
protection agreement are being amortized over the life of the 2007 Notes as an
adjustment to the interest expense. The 2007 Notes contain certain covenants
including limitation on incurrence of debt and debt service coverage.

     On May 13, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of senior unsecured debt which matures on
May 15, 2027, and bears a coupon interest rate of 7.15% (the "2027 Notes"). The
issue price of the 2027 Notes was 99.854%. The 2027 Notes are redeemable, at the
option of the holders thereof, on May 15, 2002. Interest is paid semi-annually
in arrears on May 15 and November 15. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2027 Notes prior to
issuance. The debt issue discount and the settlement amount of the interest rate
protection agreement are being amortized over the life of the 2027 Notes as an
adjustment to interest expense. The 2027 Notes contain certain covenants
including limitation on incurrence of debt and debt service coverage.


                                      F-15
<PAGE>   69
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


6.   MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED

     On May 22, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of senior unsecured debt which matures on
May 15, 2011 and bears a coupon interest rate of 7.375% (the "2011 Notes"). The
issue price of the 2011 Notes was 99.348%. Interest is paid semi-annually in
arrears on May 15 and November 15. The 2011 Notes are redeemable, at the option
of the holder thereof, on May 15, 2004 (the "Put Option"). The Consolidated
Operating Partnership received approximately $1,781 of proceeds from the holder
of the 2011 Notes as consideration for the Put Option. The Consolidated
Operating Partnership amortizes the Put Option amount over the life of the Put
Option as an adjustment to interest expense. The Consolidated Operating
Partnership, through the Operating Partnership, also entered into an interest
rate protection agreement which was used to fix the interest rate on the 2011
Notes prior to issuance. The debt issue discount and the settlement amount of
the interest rate protection agreement are being amortized over the life of the
2011 Notes as an adjustment to interest expense. The 2011 Notes contain certain
covenants including limitation on incurrence of debt and debt service coverage.

     On November 20, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $50,000 of senior unsecured debt which matures on
November 21, 2005 and bears a coupon interest rate of 6.90% (the "2005 Notes").
The issue price of the 2005 Notes was 100%. Interest is paid semi-annually in
arrears on May 21 and November 21. The 2005 Notes contain certain covenants
including limitation on incurrence of debt and debt service coverage.

     On December 8, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $150,000 of senior unsecured debt which matures on
December 1, 2006 and bears a coupon interest rate of 7.00% (the "2006 Notes").
The issue price of the 2006 Notes was 100%. Interest is paid semi-annually in
arrears on June 1 and December 1. The Consolidated Operating Partnership,
through the Operating Partnership, also entered into an interest rate protection
agreement which was used to fix the interest rate on the 2006 Notes prior to
issuance. The settlement amount of the interest rate protection agreement is
being amortized over the life of the 2006 Notes as an adjustment to interest
expense. The 2006 Notes contain certain covenants including limitation on
incurrence of debt and debt service coverage.

     On December 8, 1997, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of senior unsecured debt which matures on
December 1, 2017 and bears a coupon interest rate of 7.50% (the "2017 Notes").
The issue price of the 2017 Notes was 99.808%. Interest is paid semi-annually in
arrears on June 1 and December 1. The Consolidated Operating Partnership is
amortizing the debt issue discount over the life of the 2017 Notes as an
adjustment to interest expense. The 2017 Notes may be redeemed at any time at
the option of the Consolidated Operating Partnership, in whole or in part, at a
redemption price equal to the sum of the principal amount of the 2017 Notes
being redeemed plus accrued interest thereon to the redemption date and any
make-whole amount, as defined in the Prospectus Supplement Relating to the 2017
Notes. The 2017 Notes contain certain covenants including limitation on
incurrence of debt and debt service coverage.

     On March 31, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, issued $100,000 of Dealer remarketable securities which
mature on April 5, 2011 and bear a coupon interest rate of 6.50% (the "2011
Drs."). The issue price of the 2011 Drs. was 99.753%. Interest is paid
semi-annually in arrears on April 5 and October 5. The 2011 Drs. are callable
(the "Call Option"), at the option of J.P. Morgan Securities, Inc., as
Remarketing Dealer (the "Remarketing Dealer"), on April 5, 2001 (the
"Remarketing Date"). The Consolidated Operating Partnership received
approximately $2,760 of proceeds from the Remarketing Dealer as consideration
for the Call Option. The Consolidated Operating Partnership is amortizing the
proceeds over the life of the Call Option as an adjustment to interest expense.
If the holder of the Call Option calls the 2011 Drs. and elects to remarket the
2011 Drs., then after the Remarketing Date, the interest rate on the 2011 Drs.
will be reset at a fixed rate until April 5, 2011 based upon a predetermined
formula as disclosed in the related Prospectus Supplement. If the Remarketing
Dealer elects not to remarket the 2011 Drs., then the Consolidated Operating
Partnership will be required to repurchase, on the Remarketing Date, any 2011
Drs. that have not been purchased by the Remarketing Dealer at 100% of the
principal amount thereof, plus accrued and unpaid interest, if any. The
Consolidated Operating Partnership also settled an interest rate protection
agreement, in the notional amount of $100,000, which



                                      F-16
<PAGE>   70
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)

6.   MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED

was used to fix the interest rate on the 2011 Drs. prior to issuance. The debt
issue discount and the settlement amount of the interest rate protection
agreement are being amortized over the life of the 2011 Drs. as an adjustment to
interest expense. The 2011 Drs. contain certain covenants including limitations
on incurrence of debt and debt service coverage.

     On July 14, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200,000 of senior unsecured debt which matures on
July 15, 2028 and bears a coupon interest rate of 7.60% (the "2028 Notes"). The
issue price of the 2028 Notes was 99.882%. Interest is paid semi-annually in
arrears on January 15 and July 15. The Consolidated Operating Partnership,
through the Operating Partnership, also settled interest rate protection
agreements, in the notional amount of $150,000, which were used to fix the
interest rate on the 2028 Notes prior to issuance. The debt issue discount and
the settlement amount of the interest rate protection agreements are being
amortized over the life of the 2028 Notes as an adjustment to the interest
expense. The 2028 Notes contain certain covenants including limitation on
incurrence of debt and debt service coverage. Approximately $50,000 of the 2028
Notes was purchased, through a broker/dealer, by an entity in which a Director
of the Company owns greater than a ten percent interest.

Acquisition Facilities

     In December 1997, the Operating Partnership terminated its $200,000
unsecured revolving credit facility and entered into a $300,000 unsecured
revolving credit facility (the "1997 Unsecured Acquisition Facility") which bore
interest at LIBOR plus .80% or a "Corporate Base Rate", at the Operating
Partnership's election, and provided for interest only payments until maturity.
In June 2000, the Operating Partnership amended the 1997 Unsecured Acquisition
Facility which extended the maturity date to June 30, 2003 and includes the
right, subject to certain conditions, to increase the aggregate commitment up to
$400,000 (the "2000 Unsecured Acquisition Facility"). The Operating Partnership
may borrow under the 2000 Unsecured Acquisition Facility to finance the
acquisition and development of additional properties and for other corporate
purposes, including to obtain additional working capital. The 2000 Unsecured
Acquisition Facility contains certain financial covenants relating to debt
service coverage, market value net worth, dividend payout ratio and total funded
indebtedness.


                                      F-17
<PAGE>   71
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT FOR PER UNIT DATA)


6.   MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
     FACILITIES PAYABLE, CONTINUED

          The following table discloses certain information regarding the
Consolidated Operating Partnership's mortgage loans, senior unsecured debt and
acquisition facility payable:

<TABLE>
<CAPTION>
                                   OUTSTANDING BALANCE AT         ACCRUED INTEREST PAYABLE AT     INTEREST RATE AT
                                -----------------------------    -----------------------------    ----------------
                                DECEMBER 31,     DECEMBER 31,    DECEMBER 31,     DECEMBER 31,      DECEMBER 31,    MATURITY
                                    2000             1999            2000             1999              2000          DATE
                                ------------     ------------    ------------     ------------    ----------------  --------
<S>                             <C>              <C>             <C>              <C>             <C>               <C>
MORTGAGE LOANS PAYABLE, NET
CIGNA Loan                      $  33,952        $  34,636        $    212         $    216            7.500%        4/01/03
Assumed Loans                       7,995            8,343              --               --            9.250%        1/01/13
LB Mortgage Loan II                   705              705               5               --            8.000%            (1)
Acquisition Mortgage Loan I         3,294            3,591              --               --            8.500%        8/01/08
Acquisition Mortgage Loan II        7,432            7,630              --               --            7.750%        4/01/06
Acquisition Mortgage Loan III       3,214            3,350              --               --            8.875%        6/01/03
Acquisition Mortgage Loan IV        2,364            2,423              17               --            8.950%       10/01/06
Acquisition Mortgage Loan VI          957 (2)          991 (2)          --               --            8.875%       11/01/06
Acquisition Mortgage Loan VII       1,329 (2)        1,390 (2)          --               --            9.750%        3/15/02
                                ---------        ---------        --------         --------
Total                           $  61,242        $  63,059        $    234         $    216
                                =========        =========        ========         ========

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                        149,966 (3)      149,961 (3)       1,457            1,457            7.600%        5/15/07
2011 Notes                         99,517 (3)       99,470 (3)         942              942            7.375%        5/15/11 (4)
2017 Notes                         99,838 (3)       99,828 (3)         625              625            7.500%       12/01/17
2027 Notes                         99,872 (3)       99,867 (3)         914              914            7.150%        5/15/27 (5)
2028 Notes                        199,783 (3)      199,776 (3)       7,009            7,009            7.600%        7/15/28
2011 Drs                           99,805 (3)       99,786 (3)       1,553            1,553            6.500% (7)    4/05/11 (6)
                                ---------        ---------        --------         --------
Total                           $ 948,781        $ 948,688        $ 13,758         $ 13,758
                                =========        =========        ========         ========


ACQUISITION FACILITY PAYABLE
1997 Unsecured  Acquisition
  Facility                      $      --        $  94,000        $     --         $    663               (8)            (8)
                                =========        =========        ========         ========
2000 Unsecured Acquisition
  Facility                      $ 170,000        $     ---        $  1,359         $     --             7.26%        6/30/03
                                =========        =========        ========         ========
</TABLE>

(1)  The maturity date of the LB Mortgage Loan II is based on a contingent event
     relating to the environmental status of the property collateralizing the
     loan.
(2)  At December 31, 2000, the Acquisition Mortgage Loan VI and the Acquisition
     Mortgage Loan VII are net of unamortized premiums of $49 and $35,
     respectively. At December 31, 1999, the Acquisition Mortgage Loan VI and
     the Acquisition Mortgage Loan VII are net of unamortized premiums of $57
     and $64, respectively.
(3)  At December 31, 2000, the 2007 Notes, 2011 Notes, 2017 Notes, 2027 Notes,
     2028 Notes and the 2011 Drs. are net of unamortized discounts of $33, $483,
     $162, $128, $217 and $195, respectively. At December 31, 1999, the 2007
     Notes, 2011 Notes, 2017 Notes, 2027 Notes, 2028 Notes and the 2011 Drs. are
     net of unamortized discounts of $39, $530, $172, $133, $224 and $214,
     respectively.
(4)  The 2011 Notes are redeemable at the option of the holder thereof, on May
     15, 2004.
(5)  The 2027 Notes are redeemable at the option of the holders thereof, on May
     15, 2002.
(6)  The 2011 Drs. are required to be redeemed by the Operating Partnership on
     April 5, 2001 if the Remarketing Dealer elects not to remarket the 2011
     Drs.
(7)  The 2011 Drs. bear interest at an annual rate of 6.50% to the Remarketing
     Date. If the holder of the Call Option calls the 2011 Drs. and elects to
     remarket the 2011 Drs., then after the Remarketing Date, the interest rate
     on the 2011 Drs. will be reset at a fixed rate until April 5, 2011 based on
     a predetermined formula as disclosed in the related Prospectus Supplement.
(8)  The 1997 Unsecured Acquisition Facility was amended and restated in June
     2000.



                                      F-18
<PAGE>   72
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)

6.   MORTGAGE LOANS PAYABLE, NET, SENIOR UNSECURED DEBT, NET AND ACQUISITION
FACILITIES PAYABLE, CONTINUED


Fair Value

     At December 31, 2000 and 1999, the fair value of the Consolidated
Operating Partnership's mortgage loans payable, senior unsecured debt,
acquisition facility payable, Put Option and Call Option were as follows:



<TABLE>
<CAPTION>
                                                      December 31, 2000                December 31, 1999
                                                 --------------------------       ---------------------------
                                                  Carrying          Fair            Carrying         Fair
                                                   Amount           Value            Amount          Value
                                                 -----------   ------------       -------------  ------------
<S>                                              <C>           <C>                <C>            <C>
              Mortgage Loans Payable.........    $    61,242     $   62,715        $    63,059    $    61,445
              Senior Unsecured Debt..........        948,781        918,865            948,688        859,455
              Acquisition Facility Payable...        170,000        170,000             94,000         94,000
              Put Option and Call Option.....          1,089         12,150              2,263          3,950
                                                 -----------     ----------        -----------    -----------
              Total..........................      1,181,112     $1,163,730        $ 1,108,010    $ 1,018,850
                                                 ===========     ==========        ===========    ===========
</TABLE>


     The fair value of the Consolidated Operating Partnership's mortgage loans
payable and Put and Call Option were determined by discounting the future cash
flows using the current rates at which similar loans would be made to borrowers
with similar credit ratings and for the same remaining maturities. The fair
value of the acquisition facility payable was not materially different than its
carrying value due to the variable interest rate nature of the loan. The fair
value of the senior unsecured debt was determined by quoted market prices.

     The following is a schedule of the stated maturities and scheduled
principal payments of the mortgage loans, senior unsecured debt and acquisition
facility payable for the next five years ending December 31, and thereafter:


                                              Amount
                                          -------------
                 2001..................   $       1,946
                 2002..................           3,325
                 2003..................         206,532
                 2004..................           1,319
                 2005..................          51,438
                 Thereafter............         915,893
                                           ------------
                 Total.................    $  1,180,453
                                           ============

         The maturity date of the LB Mortgage Loan II is based on a contingent
    event. As a result, the LB Mortgage Loan II is not included in the preceding
table.

                                      F-19
<PAGE>   73


                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)

7.   PARTNERS' CAPITAL

     The Operating Partnership has issued general partnership units and 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 (See discussion below). 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 result from
preferred capital contributions from the Company. The preferred general
partnership units have an aggregate liquidation priority of $350,000. The
Operating Partnership is 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. The consent of the
holder of the preferred general partnership units is required to alter such
holder's rights as to allocations and distributions, to alter or modify such
holder's rights with respect to redemption, to cause the early termination of
the Operating Partnership, or to amend the provisions of the partnership
agreement which requires such consent.

Unit Contributions:

     On April 23, 1998, the Company issued, in a private placement, 1,112,644
shares of $.01 par value Common Stock (the "April 1998 Equity Offering"). The
net proceeds of approximately $33,141 received from the April 1998 Equity
Offering were contributed to the Operating Partnership in exchange for 1,112,644
Units in the Operating Partnership and are reflected in the Consolidated
Operating Partnership's financial statements as a general partner contribution.

     For the year ended December 31, 1998, the Operating Partnership issued
1,515,983 Units valued, in the aggregate, at $49,413 in exchange for interests
in certain properties. These contributions are reflected in the Consolidated
Operating Partnership's financial statements as limited partner contributions.

     For the year ended December 31, 1999, the Operating Partnership issued
173,070 Units valued, in the aggregate, at $4,273 in exchange for interests in
certain properties. These contributions are reflected in the Consolidated
Operating Partnership's financial statements as limited partner contributions.

     For the year ended December 31, 2000, the Operating Partnership issued
114,715 Units valued, in the aggregate, at $3,475 in exchange for interests in
certain properties. These contributions are reflected in the Consolidated
Operating Partnership's financial statements as limited partner contributions.

     For the year ended December 31, 1998, certain employees of the Company
exercised 108,500 non-qualified employee stock options. Gross proceeds to the
Company approximated $2,544. The gross proceeds from the option exercises were
contributed to the Operating Partnership in exchange for Units and are reflected
in the Consolidated Operating Partnership's financial statements as a general
partner contribution.

     For the year ended December 31, 1999, certain employees of the Company
exercised 33,000 non-qualified employee stock options. Gross proceeds to the
Company approximated $732. The gross proceeds from the option exercises were
contributed to the Operating Partnership in exchange for Units and are reflected
in the Consolidated Operating Partnership's financial statements as a general
partner contribution.

     For the year ended December 31, 2000, certain employees of the Company
exercised 518,550 non-qualified employee stock options. Gross proceeds to the
Company approximated $12,478. The gross proceeds from the option exercises were
contributed to the Operating Partnership in exchange for Units and are reflected
in the Consolidated Operating Partnership's financial statements as a general
partner contribution.

Preferred Contributions:

     On May 14, 1997, the Company issued 4,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 3/4%, $.01 par value, Series
B Cumulative Preferred Stock (the "Series B Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $96,292 received
from the Series B Preferred Stock were contributed to the Operating Partnership
in exchange for 8 3/4% Series B Cumulative Preferred Units (the



                                      F-20
<PAGE>   74

                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)

7.   PARTNERS' CAPITAL, CONTINUED

"Series B Preferred Units") and are reflected in the Consolidated Operating
Partnership's financial statements as a general partner preferred unit
contribution.

     On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 8 5/8%, $.01 par value, Series
C Cumulative Preferred Stock (the "Series C Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $47,997 received
from the Series C Preferred Stock were contributed to the Operating Partnership
in exchange for 8 5/8% Series C Cumulative Preferred Units (the "Series C
Preferred Units") and are reflected in the Consolidated Operating Partnership's
financial statements as a general partner preferred unit contribution.

     On February 4, 1998, the Company issued 5,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 7.95%, $.01 par value, Series D
Cumulative Preferred Stock (the "Series D Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $120,562
received from the Series D Preferred Stock were contributed to the Operating
Partnership in exchange for 7.95% Series D Cumulative Preferred Units (the
"Series D Preferred Units") and are reflected in the Consolidated Operating
Partnership's financial statements as a general partner preferred unit
contribution.

     On March 18, 1998, the Company issued 3,000,000 Depositary Shares, each
representing 1/100th of a share of the Company's 7.90%, $.01 par value, Series E
Cumulative Preferred Stock (the "Series E Preferred Stock"), at an initial
offering price of $25 per Depositary Share. The net proceeds of $72,138 received
from the Series E Preferred Stock were contributed to the Operating Partnership
in exchange for 7.90% Series E Cumulative Preferred Units (the "Series E
Preferred Units") and are reflected in the Consolidated Operating Partnership's
financial statements as a general partner preferred unit contribution.

Distributions:

     On January 24, 2000, the Operating Partnership paid a fourth quarter 1999
distribution of $.62 per Unit, totaling approximately $28,164. On April 17,
2000, the Operating Partnership paid a first quarter 2000 distribution of $.62
per Unit, totaling approximately $28,462. On July 17, 2000, the Operating
Partnership paid a second quarter 2000 distribution of $.62 per Unit, totaling
approximately $28,601. On October 23, 2000, the Operating Partnership paid a
third quarter 2000 distribution of $.62 per Unit, totaling approximately
$28,409. On January 22, 2001, the Operating Partnership paid a fourth quarter
2000 distribution of $.6575 per Unit, totaling approximately $30,275.

     On March 31, 2000, June 30, 2000, October 2, 2000 and January 2, 2001, the
Operating Partnership paid quarterly 2000 distributions of $54.688 per unit on
its Series B Preferred Units, $53.906 per unit on its Series C Preferred Units,
$49.687 per unit on its Series D Preferred Units and $49.375 per unit on its
Series E Preferred Units. The preferred unit distributions paid on March 31,
2000, June 30, 2000, October 2, 2000 and January 2, 2001 totaled, in the
aggregate, approximately $7,231 per quarter.

Repurchase of Units:

     In March 2000, the Company's Board of Directors approved the repurchase of
up to $100,000 of the Company's common stock. The Company may make purchases
from time to time, if price levels warrant, in the open market or in privately
negotiated transactions. During the year ended December 31, 2000, the Company
repurchased 394,300 shares of its common stock at a weighted average price per
share of approximately $29.67. The Operating Partnership repurchased general
partnership Units from the Company in the same amount.

8.   ACQUISITION AND DEVELOPMENT OF REAL ESTATE

     In 1998, the Consolidated Operating Partnership acquired 221 industrial
properties comprising approximately 11.0 million square feet (unaudited) of GLA
and several land parcels for a total purchase price of approximately $454,778
and completed the development of seven properties comprising approximately 1.0
million square feet (unaudited) of GLA at a cost of approximately $37,194.


                                      F-21
<PAGE>   75

                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


8.   ACQUISITION AND DEVELOPMENT OF REAL ESTATE, CONTINUED

     In 1999, the Consolidated Operating Partnership acquired 16 in-service
industrial properties and one industrial property under redevelopment
comprising, in the aggregate, approximately 1.3 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$47,516 and completed the development of 16 properties and one expansion
comprising approximately 2.4 million square feet (unaudited) of GLA at a cost of
approximately $81,925.

     In 2000, the Consolidated Operating Partnership acquired 82 in-service
industrial properties and one industrial property under redevelopment
comprising, in the aggregate, approximately 5.6 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$314,307 and completed the development of 20 properties and one redevelopment
comprising approximately 3.6 million square feet (unaudited) of GLA at a cost of
approximately $125,794.

9.   SALES OF REAL ESTATE AND REAL ESTATE HELD FOR SALE

     In 1998, the Consolidated Operating Partnership, through the Operating
Partnership, sold 36 in-service properties and several land parcels. The
aggregate gross sales price of these sales totaled approximately $77,657. The
gain on sales totaled approximately $2,931.

     In 1999, the Consolidated Operating Partnership, through the Operating
Partnership, sold 44 in-service industrial properties, one property under
development and several land parcels. The aggregate gross sales price totaled
approximately $178,304. Approximately $4,835 and $23,308 of the gross proceeds
from the sales of these properties was received from the September 1998 Joint
Venture and Financing Partnership, respectively (the Consolidated Operating
Partnership sold two properties to the September 1998 Joint Venture and two
properties to the Financing Partnership, in each case, at the Consolidated
Operating Partnership's approximate net book value). The gain on sales totaled
approximately $11,904.

     In 2000, the Consolidated Operating Partnership, through the Operating
Partnership, sold 105 industrial properties and several land parcels. The
aggregate gross sales price of these sales totaled approximately $404,046. The
gain on sales totaled approximately $25,430.

     The Consolidated Operating Partnership has an active sales program through
which it is continually engaged in identifying and evaluating its current
portfolio for potential sales candidates in order to redeploy capital. At
December 31, 2000, the Consolidated Operating Partnership had 74 industrial
properties comprising approximately 6.9 million square feet (unaudited) of GLA
held for sale. There can be no assurance that such properties held for sale will
be sold.

     The following table discloses certain information regarding the 74
industrial properties held for sale by the Consolidated Operating Partnership.


                                                Year Ended
                                      --------------------------------
                                        2000        1999        1998
                                      --------    --------    --------
Total Revenues ....................   $ 31,120    $ 29,504    $ 27,539
Operating Expenses ................     (8,363)     (7,940)     (7,070)
Depreciation and Amortization .....     (3,157)     (5,437)     (5,001)
                                      --------    --------    --------
Income from Operations ............   $ 19,600    $ 16,127    $ 15,468
                                      ========    ========    ========


     In 2000, the Consolidated Operating Partnership recognized a valuation
provision on real estate held for sale of $2,169 relating to the Consolidated
Operating Partnership's exit market portfolio of properties in Grand Rapids,
Michigan. The fair value was determined by a quoted market price less
transaction costs.



                                      F-22
<PAGE>   76
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


10.  DISPOSITION OF INTEREST RATE PROTECTION AGREEMENTS

     In November 1998, the Consolidated Operating Partnership, through the
Operating Partnership, settled its remaining interest rate protection agreement
which was scheduled to expire on January 4, 1999. This agreement was entered
into in December 1997 in anticipation of 1998 senior unsecured debt offerings.
Due to the changing market conditions and the Consolidated Operating
Partnership's expectation that it would not issue debt securities associated
with the interest rate protection agreement, the Consolidated Operating
Partnership settled its position. As a result, the Consolidated Operating
Partnership recognized an expense of approximately $8,475 associated with the
termination of the interest rate protection agreement in the fourth quarter of
1998.

11.  RESTRUCTURING CHARGE

     In connection with management's plan to improve operating efficiencies and
reduce costs, the Consolidated Operating Partnership recorded a restructuring
charge of approximately $6,858 in 1998. The restructuring charge is comprised of
severance costs, of which approximately $1,206 is non-cash relating to immediate
vesting of restricted Units. The cash portion of the severance costs was paid in
fiscal year 1999.




                                      F-23
<PAGE>   77
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


12.   SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS

Supplemental disclosure of cash flow information:


<TABLE>
<CAPTION>
                                                                       Year Ended           Year Ended         Year Ended
                                                                    December 31, 2000    December 31, 1999    December 31, 1998
                                                                    -----------------    -----------------    -----------------
<S>                                                                      <C>               <C>                <C>
     Interest paid, net of capitalized interest ...........              $ 80,171          $ 76,775              $ 59,510
                                                                         ========          ========              ========
     Interest capitalized .................................              $  5,203          $  5,568              $  3,643
                                                                         ========          ========              ========

Supplemental Schedule of Noncash Investing and
Financing Activities:

     Distribution payable on Units ........................              $ 30,281          $ 28,164              $ 27,081
                                                                         ========          ========              ========

     Distribution payable on Preferred Units ..............              $  7,231          $   --                  $   --
                                                                         ========          ========              ========

     Exchange of Limited Partnership Units
        for General Partnership Units

           Limited Partnership Units.......................              $ (5,706)         $ (2,618)             $ (5,150)
           General Partnership Units ......................                 5,706             2,618                 5,150
                                                                         --------          --------              --------

                                                                         $    --           $   --                   $  --
                                                                         ========          ========              ========
</TABLE>

 In conjunction with the property and land acquisitions, the following assets
and liabilities were assumed:

<TABLE>
<S>                                          <C>          <C>          <C>
Purchase of real estate ..................   $ 314,307    $  47,516    $ 454,778
Mortgage loans ...........................        --           --         (6,222)
Operating partnership units ..............        --           --        (49,413)
Accounts payable and Accrued expenses ....      (3,820)        (274)      (4,171)
                                             ---------    ---------    ---------
                                             $ 310,487    $  47,242    $ 394,972
                                             =========    =========    =========
</TABLE>


In conjunction with certain property sales, the Operating Partnership provided
seller financing on behalf of certain buyers:

Notes receivable...............  $ 7,749     $ 12,060  $  --
                                  ======     ========  ========


In conjunction with the distribution of 173 properties from the Financing
Partnership to the Operating Partnership on January 2, 1998, the following
assets and liabilities were assumed:

Investment in real estate ..........................    $382,190
Tenant accounts receivable .........................       3,017
Deferred rent receivable ...........................       4,689
Other assets .......................................       6,209
Accounts payable and accrued expenses ..............      (5,920)
Rents received in advance and security deposits ....      (2,538)
                                                        --------
Investments in other real estate partnerships ......    $387,647
                                                        ========


In conjunction with the contribution of four properties from the Operating
Partnership to the Securities Partnership during 1999, the following assets and
liabilities were contributed:

Investment in real estate, net ...................   $ 10,387
Tenant accounts receivable .......................        (21)
Deferred rent receivable .........................         40
Other assets, net ................................         17
Accounts payable and accrued expenses ............       (100)
                                                     --------
Investment in other real estate partnerships .....   $ 10,323
                                                     ========




                                      F-24
<PAGE>   78
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)



13.  EARNINGS PER UNIT

     The computation of basic and diluted EPU is presented below:


<TABLE>
<CAPTION>
                                                                            Year Ended         Year Ended           Year Ended
                                                                           December 31,        December 31,         December 31,
                                                                               2000               1999                 1998
                                                                            ------------       ------------        -------------
<S>                                                                         <C>                <C>                 <C>
Numerator:
  Income Before Cumulative Effect of Change in Accounting  Principle        $   129,816        $   137,977          $     85,998
     Less: Preferred Distributions .......................................     (28,924)           (28,924)              (26,691)
                                                                            -----------        -----------          ------------
  Net Income Available to Unitholders Before Cumulative Effect of
     Change in Accounting Principle
      - For Basic and Diluted EPU ........................................      100,892            109,053                59,307

  Cumulative Effect of Change in Accounting Principle ....................         --                 --                    (719)
                                                                            -----------        -----------          ------------
  Net Income Available to Unitholders
      - For Basic and Diluted EPU ........................................  $   100,892        $   109,053          $     58,588
                                                                            ===========        ===========          ============

Denominator:

  Weighted Average Units - Basic .........................................   45,928,359         45,270,821            44,099,879

  Effect of Dilutive Securities:
     Employee and Director Common Stock Options
of the Company
     that result in the issuance of general
partnership units ........................................................      256,069            101,801               182,515
                                                                            -----------        -----------          ------------

  Weighted Average Units Outstanding - Diluted ...........................   46,184,428         45,372,622            44,282,394
                                                                            ===========        ===========          ============

Basic EPU:

  Net Income Available to Unitholders Before
Cumulative Effect of
      Change in Accounting Principle .....................................  $      2.20        $      2.41          $       1.34
                                                                            ===========        ===========          ============

  Cumulative Effect of Change in Accounting Principle ....................  $      --          $      --            $       (.02)
                                                                            ===========        ===========          ============

  Net Income Available to Unitholders ....................................  $      2.20        $      2.41          $       1.33
                                                                            ===========        ===========          ============

Diluted EPU:

  Net Income Available to Unitholders Before
Cumulative Effect of
      Change in Accounting Principle .....................................  $      2.19        $      2.40          $       1.34
                                                                            ===========        ===========          ============

  Cumulative Effect of Change in Accounting Principle ....................  $      --          $      --            $       (.02)
                                                                            ===========        ===========          ============

  Net Income Available to Unitholders ....................................  $      2.19        $      2.40          $       1.32
                                                                            ===========        ===========          ============
</TABLE>


14.   FUTURE RENTAL REVENUES

     The Consolidated Operating Partnership's properties are leased to tenants
under net and semi-net operating leases. Minimum lease payments receivable,
excluding tenant reimbursements of expenses, under noncancelable operating
leases in effect as of December 31, 2000 are approximately as follows:

                                     2001...............   $225,505
                                     2002...............    185,449
                                     2003...............    140,927
                                     2004...............    104,701
                                     2005...............     69,699
                                     Thereafter.........    165,032
                                                           --------
                                           Total........   $891,313
                                                           ========



                                      F-25
<PAGE>   79
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


15.  EMPLOYEE BENEFIT PLANS

     The Company maintains two stock incentive plans, (the "Stock Incentive
Plans"), which are administered by the Compensation Committee of the Board of
Directors of the Company. There are approximately 7.7 million shares reserved
under the Stock Incentive Plans. Only officers and employees of the Company and
its affiliates generally are eligible to participate in the Stock Incentive
Plans. However, independent Directors of the Company receive automatic annual
grants of options to purchase 10,000 shares at a per share exercise price equal
to the fair market value of a share on the date of grant.

     The Stock Incentive Plans authorize (i) the grant of stock options that
qualify as incentive stock options under Section 422 of the Code, (ii) the grant
of stock options that do not so qualify, (iii) restricted stock awards, (iv)
performance share awards and (v) dividend equivalent rights. The exercise price
of stock options will be determined by the Compensation Committee. Special
provisions apply to awards granted under the Stock Incentive Plans in the event
of a change in control in the Company. As of December 31, 2000, stock options
covering 3.0 million shares were outstanding and stock options covering 3.5
million shares were available under the Stock Incentive Plans. The outstanding
stock options generally vest over one to three year periods and have lives of
ten years. Stock option transactions are summarized as follows:


<TABLE>
<CAPTION>
                                                                       Weighted Average
                                                                        Exercise Price      Exercise Price
                                                            Share         per Share        Price per Share
                                                          ----------   ----------------    ----------------
<S>                                                        <C>         <C>                 <C>
Outstanding at December 31, 1997 ........................  1,331,500     $   25.67         $18.25-$30.375
  Granted ...............................................  5,248,200     $   34.92          $24.00-$35.81
     Exercised or Converted .............................   (165,500)    $   23.14          $20.25-$30.38
     Expired or Terminated .............................. (1,417,200)    $   35.42          $22.75-$35.81
                                                          ----------

Outstanding at December 31, 1998 ........................  4,997,000     $   32.70          $18.25-$35.81
  Granted ...............................................  1,041,567     $   25.35          $25.13-$27.69
    Exercised or Converted ..............................    (68,000)    $   22.79          $20.25-$25.13
     Expired or Terminated .............................. (3,194,300)    $   35.31          $22.75-$35.81
                                                          ----------

  Outstanding at December 31, 1999 ......................  2,776,267     $   27.04          $18.25-$31.13
   Granted...............................................    937,250     $   27.34          $25.13-$30.00
     Exercised or Converted .............................   (605,550)    $   24.58          $18.25-$31.13
     Expired or Terminated ..............................    (84,500)    $   28.63          $25.13-$31.13
                                                           ---------

  Outstanding at December 31, 2000 ......................  3,023,467     $   27.61          $18.25-$31.13
                                                           =========
</TABLE>

     The following table summarizes currently outstanding and exercisable
options as of December 31, 2000:


<TABLE>
<CAPTION>
                                               Options Outstanding                           Options Exercisable
                               ----------------------------------------------------    --------------------------------
                                                     Weighted
                                                      Average           Weighted                            Weighted
                                                     Remaining           Average                             Average
                                  Number           Contractual          Exercise           Number           Exercise
Range of Exercise Price         Outstanding            Life              Price          Exercisable          Price
---------------------------    --------------    ----------------    --------------    --------------     -------------
<S>    <C>                     <C>               <C>                 <C>                <C>               <C>
$18.25-$25.13                      911,900             6.7             $    23.99          911,900          $23.99
$26.44-$31.13                    2,111,567             8.2             $    29.17        1,195,417          $30.48
</TABLE>

     The Consolidated Operating Partnership applies Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), in
accounting for its Stock Incentive Plans. 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.


                                     F-26
<PAGE>   80
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


15.  EMPLOYEE BENEFIT PLANS, CONTINUED

     Had compensation expense for the Company's Stock Incentive Plans been
determined based upon the fair value at the grant date for awards under the
Stock Incentive Plans consistent with the methodology prescribed under Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", net income and earnings per share would have been the pro forma
amounts indicated in the table below:


<TABLE>
<CAPTION>
                                                                                          For the Year Ended
                                                                             ------------------------------------------
                                                                                2000           1999            1998
                                                                             -----------    -----------    ------------
<S>                                                                          <C>            <C>            <C>
Net Income Available to Unitholders - as reported ........................   $   100,892    $   109,053    $    58,588
Net Income Available to Unitholders - pro forma ..........................   $    99,947    $   107,185    $    56,801
Net Income Available to Unitholders per Unit - as reported- Basic ........   $      2.20    $      2.41    $      1.33
Net Income Available to Unitholders per Unit - pro forma- Basic ..........   $      2.18    $      2.37    $      1.29
Net Income Available to Unitholders per Unit - as reported - Diluted .....   $      2.19    $      2.40    $      1.32
Net Income Available to Unitholders per Unit - pro forma  - Diluted ......   $      2.16    $      2.36    $      1.28
</TABLE>

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted
average assumptions:

<TABLE>
<S>                                                                          <C>            <C>            <C>
   Expected dividend yield ......................                                  8.33%           8.88%          8.01%
   Expected stock price volatility ..............                                 20.30%          20.55%         20.56%
   Risk-free interest rate ......................                                  6.18%           5.30%          5.64%
   Expected life of options......................                                  3.05            2.73           3.74
</TABLE>

The weighted average fair value of options granted during 2000, 1999 and 1998 is
$2.91, $1.79 and $2.95 per option, respectively.

     In September 1994, the Board of Directors approved and the Company adopted
a 401(k)/Profit Sharing Plan. Under the Company's 401(k)/Profit Sharing Plan,
all eligible employees may participate by making voluntary contributions. The
Company may make, but is not required to make, matching contributions. For the
years ended December 31, 2000, 1999 and 1998, the Company, through the Operating
Partnership, made matching contributions of approximately $211, $208 and $198,
respectively. In March 1996, the Board of Directors approved and the Company
adopted a Deferred Income Plan (the "Plan"). At December 31, 2000, 765,159 units
were outstanding. The expense related to these deferred income benefits is
included in general and administrative expenses in the consolidated statements
of operations.

     During 1998, the Company awarded 51,850 shares of restricted Common Stock
to certain employees and 2,769 shares of restricted Common Stock to certain
Directors. Other employees of the Company converted certain in-the-money
employee stock options to 13,602 shares of restricted Common Stock. The
Operating Partnership issued Units to the Company in the same amount. These
restricted shares of Common Stock had a fair value of $2,345 on the date of
grant. The restricted Common Stock vests over a period from five to ten years.
Compensation expense will be charged to earnings in the Operating Partnership's
consolidated statements of operations over the vesting period.

     During 1999, the Company awarded 72,300 shares of restricted Common Stock
to certain employees and 3,504 shares of restricted Common Stock to certain
Directors. Other employees of the Company converted certain in-the-money
employee stock options to 5,224 shares of restricted Common Stock. The Operating
Partnership issued Units to the Company in the same amount. These restricted
shares of Common Stock had a fair value of $2,121 on the date of grant. The
restricted Common Stock vests over a period from five to ten years. Compensation
expense will be charged to earnings in the Operating Partnership's consolidated
statements of operations over the vesting period.



                                      F-28
<PAGE>   81

                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)


15.  EMPLOYEE BENEFIT PLANS, CONTINUED

     During 2000, the Company awarded 355,139 shares of restricted Common Stock
to certain employees and 3,663 shares of restricted Common Stock to certain
Directors. Other employees of the Company converted certain in-the-money
employee stock options to 14,903 shares of restricted Common Stock. The
Operating Partnership issued Units to the Company in the same amount. These
restricted shares of Common Stock had a fair value of $9,689 on the date of
grant. The restricted Common Stock vests over a period from three to ten years.
Compensation expense will be charged to earnings in the Operating Partnership's
consolidated statements of operations over the vesting period.

16.  RELATED PARTY TRANSACTIONS

     On November 19, 1998, the Consolidated Operating Partnership, through the
Operating Partnership, sold two industrial properties to two limited
partnerships, Roosevelt Glen Corporate Center ("Roosevelt") and Hartford Center
Investment Company ("Hartford"), for a total consideration of approximately
$8,341. An entity in which one of the shareholders is the Chairman of the Board
of Directors ("TSIC") has a 11.638% general partner interest in Roosevelt. TSIC
has a 12.39% general partner interest in Hartford. On December 4, 1998, the
Consolidated Operating Partnership, through the Operating Partnership, sold one
industrial property to Eastgate Shopping Center Investment Co. ("Eastgate"), a
limited partnership, for a total consideration of approximately $2,521. TSIC has
a 12.972% general partner interest in Eastgate. In each case, the purchaser had
the option of selling the properties back to the Operating Partnership and the
Operating Partnership had the option of buying the properties back from the
purchaser for a stipulated period of time. In January 2000, the purchasers
exercised their options to sell the properties back to the Operating
Partnership. The gain on sale was deferred due to the existence of these
options.

     On September 2, 1999, the September 1999 Joint Venture purchased a
1,159,121 square foot (unaudited) industrial property portfolio located in Los
Angeles, California for approximately $63,901. An officer of the Company held
ownership interests ranging between .004% and .13% in various entities that sold
certain properties to the September 1999 Joint Venture.

     The Consolidated Operating Partnership periodically engages in transactions
for which CB Richard Ellis, Inc. acts as a broker. A relative of one of the
Company's officers/Directors is an employee of CB Richard Ellis, Inc. For the
years ended December 31, 2000, 1999 and 1998, this relative received brokerage
commissions in the amount of $60, $18 and $130, respectively, from the
Consolidated Operating Partnership.

     The Consolidated Operating Partnership periodically utilizes consulting
services from the private consulting firm of one of the Company's Directors. For
the year ended December 31, 2000, 1999 and 1998 the Consolidated Operating
Partnership has paid approximately $5, $15 and $36 of fees, respectively, to
this entity.

     In January and February 2001, FR Development Services, Inc. ("FRDS")
purchased all of the voting and non-voting shares (a total of 25,790 shares) of
FRDS held by certain executive officers of the Company for approximately $1.3
million, in connection with FRDS' election to become a wholly-owned taxable REIT
subsidiary of the Company. At the time of the transaction, these executive
officers had equity interests in FRDS totaling 2.76%. The conversion of FRDS to
a wholly-owned taxable REIT subsidiary of the Company will not have a material
impact on the financial position or results of operations of the Consolidated
Operating Partnership.

17.  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.



                                      F-29
<PAGE>   82
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per unit data)

17.  COMMITMENTS AND CONTINGENCIES, CONTINUED

     Twenty six properties have leases granting the tenants options to purchase
the property. Such options are exercisable at various times and at appraised
fair market value or at a fixed purchase price generally in excess of the
Consolidated Operating Partnership's depreciated cost of the asset. The
Consolidated Operating Partnership has no notice of any exercise of any tenant
purchase option.

     The Consolidated Operating Partnership has committed to the construction of
13 development projects totaling approximately 1.8 million square feet
(unaudited) of GLA for an estimated investment of approximately $102.2 million
(unaudited). These developments are expected to be funded with cash flow from
operations, proceeds from the sales of select properties of the Consolidated
Operating Partnership and borrowings under the Operating Partnership's 2000
Unsecured Acquisition Facility.

     At December 31, 2000, the Consolidated Operating Partnership, through the
Operating Partnership had four letters of credit outstanding in the aggregate
amount of $1.8 million. These letters of credit expire between August 2001 and
March 2003.

18.  SUBSEQUENT EVENTS (UNAUDITED)

     During the period January 1, 2001 through March 23, 2001, the Consolidated
Operating Partnership acquired 13 industrial properties and several land parcels
for a total estimated investment of approximately $45,546. The Consolidated
Operating Partnership also sold eight industrial properties and one land parcel
for approximately $19,451 of gross proceeds.

     On March 9, 2001, the Operating Partnership declared a first quarter
distribution of $.6575 per unit which is payable on April 23, 2001. The
Operating Partnership also declared a first quarter distribution of $54.688 per
unit, $53.906 per unit, $49.687 per unit and $49.375 per unit on its Series B
Preferred Units, Series C Preferred Units, Series D Preferred Units and Series E
Preferred Units, respectively, which is payable on April 2, 2001.

     On March 19, 2001, the Consolidated Operating Partnership, through the
Operating Partnership, issued $200,000 of unsecured notes in a private offering
at an offering price of 99.695%. The unsecured notes mature on March 15, 2011
and bear a coupon interest rate of 7.375%.


                                      F-30
<PAGE>   83
                             FIRST INDUSTRIAL, L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (Dollars in thousands, except for per share data)


19.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


<TABLE>
<CAPTION>
                                                                             Year Ended December 31, 2000
                                                                    --------------------------------------------
                                                                     First       Second      Third       Fourth
                                                                    Quarter     Quarter     Quarter      Quarter
                                                                    --------    --------    --------    ---------
<S>                                                                 <C>         <C>         <C>         <C>
Total Revenues ..................................................   $ 79,767    $ 78,322    $ 80,114    $ 83,017
Equity In Income of Other Real Estate Partnerships ..............      6,808      11,323       7,819       7,099
Equity In Income of Joint Ventures ..............................         31          88          70         382
Income from Operations ..........................................     25,218      28,246      26,800      24,122
Gain on Sale of Real Estate .....................................      5,888       6,257       6,144       7,141
Net Income ......................................................     31,106      34,503      32,944      31,263
Preferred Unit Distributions ....................................     (7,231)     (7,231)     (7,231)     (7,231)
                                                                    --------    --------    --------    --------
Net Income Available to Unitholders .............................   $ 23,875    $ 27,272    $ 25,713    $ 24,032
                                                                    ========    ========    ========    ========

Earnings Per Unit:
   Net Income Available to Unitholders per Weighted Average
   Unit Outstanding:
      Basic .....................................................   $    .52    $    .59    $    .56    $    .52
                                                                    ========    ========    ========    ========
      Diluted ...................................................   $    .52    $    .59    $    .56    $    .52
                                                                    ========    ========    ========    ========
</TABLE>


<TABLE>
<CAPTION>
                                                                             Year Ended December 31, 2000
                                                                    --------------------------------------------
                                                                     First       Second      Third       Fourth
                                                                    Quarter     Quarter     Quarter      Quarter
                                                                    --------    --------    --------    ---------
<S>                                                                 <C>         <C>         <C>         <C>
Total Revenues ..................................................   $ 80,958    $ 79,089    $ 78,863    $ 75,455
Equity In Income of Other Real Estate Partnerships ..............      6,408       6,521      22,748      10,037
Equity In Income (Loss) of Joint Ventures .......................        126         120         126         (70)
Income from Operations ..........................................     26,458      26,586      44,073      28,956
Gain on Sale of Real Estate .....................................      1,545       6,850       1,509       2,000
Net Income ......................................................     28,003      33,436      45,582      30,956
Preferred Unit Distributions ....................................     (7,231)     (7,231)     (7,231)     (7,231)
                                                                    --------    --------    --------    --------
Net Income Available to Unitholders .............................   $ 20,772    $ 26,205    $ 38,351    $ 23,725
                                                                    ========    ========    ========    ========

Earnings Per Unit:
   Net Income Available to Unitholders per Weighted Average
   Unit Outstanding:
    Basic .......................................................   $    .46    $    .58    $    .85    $    .52
                                                                    ========    ========    ========    ========
    Diluted .....................................................   $    .46    $    .58    $    .85    $    .52
                                                                    ========    ========    ========    ========
</TABLE>

                                      F-31
<PAGE>   84
                         OTHER REAL ESTATE PARTNERSHIPS
         INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE


<TABLE>
<CAPTION>
                                                                                                          PAGE
                                                                                                          ----
<S>                                                                                                       <C>
         FINANCIAL STATEMENTS

         Report of Independent Accountants.......................................................         F-32

         Combined Balance Sheets of the Other Real Estate Partnerships as of December 31,
         2000 and 1999...........................................................................         F-33

         Combined Statements of Operations of the Other Real Estate Partnerships for the
         Years Ended December 31, 2000, 1999, and 1998...........................................         F-34

         Combined Statements of Changes in Partners' Capital of the Other Real Estate
         Partnerships for the Years Ended December 31, 2000, 1999, and 1998......................         F-35

         Combined Statements of Cash Flows of the Other Real Estate Partnerships for the
         Years Ended December 31, 2000, 1999, and 1998...........................................         F-36

         Notes to Combined Financial Statements..................................................         F-37
</TABLE>



                                      F-31
<PAGE>   85


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners of
the Other Real Estate Partnerships


In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, of changes in partners' capital and of cash
flows present fairly, in all material respects, the financial position of the
Other Real Estate Partnerships at December 31, 2000 and 1999, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Other Real Estate Partnerships' management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.









                                                    PricewaterhouseCoopers LLP




Chicago, Illinois
February 9, 2001



                                      F-32
<PAGE>   86


                         OTHER REAL ESTATE PARTNERSHIPS
                             COMBINED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                   December 31,  December 31,
                                                                      2000           1999
                                                                   ------------  ------------
<S>                                                                <C>           <C>
                             ASSETS
Assets:
   Investment in Real Estate:
      Land ......................................................   $  55,878    $  72,789
      Buildings and Improvements ................................     345,478      355,565
      Furniture, Fixtures and Equipment .........................          84           84
      Construction in Progress ..................................      18,802       37,695
      Less: Accumulated Depreciation ............................     (37,221)     (32,163)
                                                                    ---------    ---------
              Net Investment in Real Estate .....................     383,021      433,970

   Real Estate Held for Sale, Net of Accumulated Depreciation
     and Amortization of $4,344 .................................      46,043         --
   Cash and Cash Equivalents ....................................       2,819        2,528
   Restricted Cash ..............................................       1,188        1,425
   Tenant Accounts Receivable, Net ..............................         936          938
   Deferred Rent Receivable .....................................       3,903        3,360
   Deferred Financing Costs, Net ................................       1,611        1,676
   Prepaid Expenses and Other Assets, Net .......................      29,761       28,564
                                                                    ---------    ---------
              Total Assets ......................................   $ 469,282    $ 472,461
                                                                    =========    =========

                LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
   Mortgage Loans Payable, Net ..................................   $  41,333    $  41,891
   Accounts Payable and Accrued Expenses ........................      38,203       32,935
   Rents Received in Advance and Security Deposits ..............       2,511        2,685
                                                                    ---------    ---------
              Total Liabilities .................................      82,047       77,511
                                                                    ---------    ---------

Commitments and Contingencies ...................................        --           --

Partners' Capital ...............................................     387,235      394,950
                                                                    ---------    ---------
                Total Liabilities and Partners' Capital .........   $ 469,282    $ 472,461
                                                                    =========    =========
</TABLE>



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



                                      F-33
<PAGE>   87

                         OTHER REAL ESTATE PARTNERSHIPS
                        COMBINED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                        Year Ended        Year Ended           Year Ended
                                                                       December 31,      December 31,         December 31,
                                                                           2000              1999                 1998
                                                                       -------------     -------------        ------------
<S>                                                                    <C>               <C>                  <C>
Revenues:
   Rental Income ...................................................     $ 49,538          $ 46,219              $ 44,499
   Tenant Recoveries and Other Income...............................       14,893            13,458                11,722
                                                                         --------          --------              --------
             Total Revenues ........................................       64,431            59,677                56,221
                                                                         --------          --------              --------

Expenses:
   Real Estate Taxes ...............................................        8,126             6,983                 6,779
   Repairs and Maintenance .........................................        1,871             1,835                 1,460
   Property Management .............................................        2,008             1,862                 2,095
   Utilities .......................................................        2,140             2,331                 1,810
   Insurance .......................................................          242               142                   140
   Other ...........................................................        1,397               532                   721
   General and Administrative ......................................         --                 167                  --
   Interest ........................................................        3,040             3,070                 2,971
   Amortization of Deferred Financing Costs ........................           67                67                    65
   Depreciation and Other Amortization .............................       11,431            10,485                 9,597
   Valuation Provision on Real Estate Held for Sale ................          731              --                    --
   Abandoned Pursuit Costs Charge ..................................         --                --                     360
                                                                         --------          --------              --------
              Total Expenses .......................................       31,053            27,474                25,998
                                                                         --------          --------              --------

Income from Operations .............................................       33,378            32,203                30,223
Gain on Sale of Real Estate ........................................        3,866            17,893                 2,417
                                                                         --------          --------              --------
Income Before Cumulative Effect of Change in Accounting
   Principle .......................................................       37,244            50,096                32,640
Cumulative Effect of Change in Accounting Principle ................         --                --                    (858)
                                                                         --------          --------              --------
Net Income .........................................................     $ 37,244          $ 50,096              $ 31,782
                                                                         ========          ========              ========
</TABLE>


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


                                      F-34

<PAGE>   88

                         OTHER REAL ESTATE PARTNERSHIPS
               COMBINED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                             (DOLLARS IN THOUSANDS)




                                                Total
                                              ---------

Balance at December 31, 1997 ..............   $ 687,335
    Contributions .........................     115,781
    Distributions..........................    (422,906)
    Net Income ............................      31,782
                                              ---------
Balance at December 31, 1998 ..............     411,992
                                              ---------
    Contributions .........................     120,679
    Distributions..........................    (187,817)
    Net Income ............................      50,096
                                              ---------
Balance at December 31, 1999 ..............     394,950
                                              ---------
    Contributions .........................      95,425
    Distributions..........................    (140,384)
    Net Income ............................      37,244
                                              ---------
Balance at December 31, 2000 ..............   $ 387,235
                                              =========


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



                                      F-35
<PAGE>   89
                         OTHER REAL ESTATE PARTNERSHIPS
                        COMBINED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                    Year Ended               Year Ended              Year Ended
                                                                 December 31, 2000       December 31, 1999        December 31, 1998
                                                                 ------------------     ------------------       ------------------
<S>                                                                <C>                  <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income ...................................................     $  37,244             $  50,096                    $  31,782

   Adjustments to Reconcile Net Income to Net Cash
     Provided by Operating Activities:
   Depreciation ..............................................        10,344                 8,676                        9,714
   Amortization of Deferred Financing Costs ..................            67                    67                           65
   Other .....................................................           768
   Amortization ..............................................         1,053                   919
   Valuation Provision on Real Estate Held for Sale ..........           731                  --                           --
   Gain on Sale of Real Estate ...............................        (3,866)              (17,893)                      (2,417)
   Cumulative Effect of Change in Accounting Principle .......          --                    --                            858
   Recovery of Provision for Bad Debts .......................          --                      (8)                         (99)
   (Increase) Decrease in Tenant Accounts Receivable
     and Prepaid Expenses and Other Assets, Net ..............        (4,299)                  870                       (8,372)
   Increase in Deferred Rent Receivable ......................          (644)                 (552)                        (680)
   Increase (Decrease) in Accounts Payable and
   Accrued Expenses and Rents Received in Advance
     and Security Deposits ...................................         8,583                25,856                       (2,440)
   Organization Costs ........................................          --                    --                             (3)
   Decrease in Restricted Cash ...............................           406                 1,515                        3,507
                                                                   ---------             ---------                    ---------
     Net Cash Provided by Operating Activities ...............        49,619                70,433                       31,796
                                                                   ---------             ---------                    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of and Additions to Investment in Real Estate ....       (33,200)              (79,104)                    (132,229)
   Net Proceeds from Sales of Investment in Real Estate ......        28,000                82,088                       22,200
   Funding of Mortgage Loans Receivable ......................          --                    (332)                        --
   Repayment of Mortgage Loans Receivable ....................         2,764                   699                          288
   (Increase) Decrease in Restricted Cash ....................          (169                   346                          268
                                                                   ---------             ---------                    ---------
     Net Cash (Used in) Provided by Investing Activities .....        (2,605)                3,697                     (109,473)
                                                                   ---------             ---------                    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Contributions .............................................        95,425               110,356                      115,781
   Distributions .............................................      (140,384)             (187,817)                     (35,259)
   Repayments on Mortgage Loans Payable ......................          (520)                 (492)                    (300,424)
   Decrease (Increase) in Restricted Cash ....................          --                    --                        306,000
   Purchase of U.S. Government Securities ....................        (1,244)                 --                           --
   Cost of Debt Issuance .....................................          --                    --                         (6,042)
                                                                   ---------             ---------                    ---------
     Net Cash (Used in) Provided by Financing Activities .....       (46,723)              (77,953)                      80,056
                                                                   ---------             ---------                    ---------
   Net Increase (Decrease) in Cash and Cash Equivalents ......           291                (3,823)                       2,379
   Cash and Cash Equivalents, Beginning of Period ............         2,528                 6,351                        3,972
                                                                   ---------             ---------                    ---------
   Cash and Cash Equivalents, End of Period ..................     $   2,819             $   2,528                    $   6,351
                                                                   =========             =========                    =========
</TABLE>


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



                                      F-36
<PAGE>   90

                         OTHER REAL ESTATE PARTNERSHIPS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


1.   ORGANIZATION AND FORMATION OF PARTNERSHIPS

     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 84.3% ownership interest at December 31, 2000. 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 limited partners of the Operating Partnership own, in the aggregate,
approximately a 15.7% interest in the Operating Partnership at December 31,
2000.

     The Operating Partnership owns at least a 99% limited partnership interest
(subject in one case as described below to a preferred limited partnership
interest) in First Industrial Financing Partnership, L.P. (the "Financing
Partnership"), First Industrial Securities, L.P. (the "Securities Partnership"),
First Industrial Mortgage Partnership, L.P. (the "Mortgage Partnership"), First
Industrial Pennsylvania, L.P. (the "Pennsylvania Partnership"), First Industrial
Harrisburg, L.P. (the "Harrisburg Partnership"), First Industrial Indianapolis,
L.P. (the "Indianapolis Partnership"), TK-SV, LTD. and First Industrial
Development Services, L.P. (together, the "Other Real Estate Partnerships").

     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 general partner of the Securities Partnership,
First Industrial Securities Corporation, also owns a preferred limited
partnership interest in the Securities Partnership which entitles it to receive
a fixed quarterly distribution, and results in it being allocated income in the
same amount, equal to the fixed quarterly dividend the Company pays on its 9.5%
$.01 par value Series A Cumulative Preferred Stock.

     On a combined basis, as of December 31, 2000, the Other Real Estate
partnerships owned 104 in-service industrial properties, containing an aggregate
of approximately 12.6 million square feet (unaudited) of GLA. Of the 104
industrial properties owned by the Other Real Estate Partnerships at December
31, 2000, 22 are held by the Mortgage Partnership, 24 are held by the
Pennsylvania Partnership, 22 are held by the Securities Partnership, 22 are held
by the Financing Partnership, six are held by the Harrisburg Partnership, six
are held by the Indianapolis Partnership, one is held by First Industrial
Development Services, L.P. and one is held by TK-SV, LTD.

     Profits, losses and distributions of the Other Real Estate Partnerships are
allocated to the general partner and the limited partners in accordance with the
provisions contained within its restated and amended partnership agreement.




                                      F-37
<PAGE>   91


                         OTHER REAL ESTATE PARTNERSHIPS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

2.   BASIS OF PRESENTATION

     The combined financial statements of the Other Real Estate Partnerships at
December 31, 2000 and 1999 and for each of the three years ended December 31,
2000 include the accounts and operating results of the Other Real Estate
Partnerships on a combined basis.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     In order to conform with generally accepted accounting principles,
management, in preparation of the Other Real Estate Partnerships' 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 December 31, 2000 and 1999, and the reported amounts of
revenues and expenses for the years ended December 31, 2000, 1999 and 1998.
Actual results could differ from those estimates.

Cash and Cash Equivalents

     Cash and cash equivalents include all cash and liquid investments with an
initial maturity of three months or less. The carrying amount approximates fair
value due to the short maturity of these investments.

Investment in Real Estate and Depreciation

     Purchase accounting has been applied when ownership interests in properties
were acquired for cash. The historical cost basis of properties has been carried
over when certain ownership interests were exchanged for Operating Partnership
units on July 1, 1994, and purchase accounting has been used for all other
properties that were subsequently acquired for Operating Partnership units.

     Real estate assets are carried at cost. The Other Real Estate Partnerships
reviews its properties on a quarterly basis for impairment and provides a
provision if impairments are determined. First, to determine if impairment may
exist, the Other Real Estate Partnerships reviews its properties and identifies
those which have had either an event of change or event of circumstances
warranting further assessment of recoverability. Then, the Other Real Estate
Partnerships estimates the fair value of those properties on an individual basis
by capitalizing the expected net operating income. Such amounts are then
compared to the property's depreciated cost to determine whether an impairment
exists. For properties management considers held for sale, the Other Real Estate
Partnerships ceases to depreciate the properties and values the properties at
the lower of depreciated cost or fair value less cost to sell.

     Interest expense, real estate taxes and other directly related expenses
incurred during construction periods are capitalized and depreciated commencing
with the date placed in service, on the same basis as the related assets.
Depreciation expense is computed using the straight-line method based on the
following useful lives:

                                                                        Years
                                                                        -----
         Buildings and Improvements..............................     31.5 to 40
         Land Improvements.......................................     15
         Furniture, Fixtures and Equipment.......................     5 to 10




                                      F-38
<PAGE>   92


                         OTHER REAL ESTATE PARTNERSHIPS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)



3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

     Construction expenditures for tenant improvements, leasehold improvements
and leasing commissions are capitalized and amortized over the terms of each
specific lease. Repairs and maintenance are charged to expense when incurred.
Expenditures for improvements are capitalized.

Deferred Financing Costs

     Deferred financing costs include fees and costs incurred to obtain
long-term financing. These fees and costs are being amortized over the terms of
the respective loans. Accumulated amortization of deferred financing costs was
$316 and $249 at December 31, 2000 and 1999, respectively. Unamortized deferred
financing costs are written-off when debt is retired before the maturity date.

Revenue Recognition

     Rental income is recognized on a straight-line method under which
contractual rent increases are recognized evenly over the lease term. Tenant
recovery income includes payments from tenants for taxes, insurance and other
property operating expenses and is recognized as revenues in the same period the
related expenses are incurred by the Other Real Estate Partnerships.

     The Other Real Estate Partnerships provide an allowance for doubtful
accounts against the portion of tenant accounts receivable which is estimated to
be uncollectible. Accounts receivable in the combined balance sheets are shown
net of an allowance for doubtful accounts of $343 as of December 31, 2000 and
December 31, 1999, respectively.

Gain on Sale of Real Estate

     Gain on sale of real estate is recognized using the full accrual method.
Gains relating to transactions which do not meet the full accrual method of
accounting are deferred and recognized when the full accrual accounting criteria
are met or by using the installment or deposit methods of profit recognition, as
appropriate in the circumstances. As the assets are sold, their costs and
related accumulated depreciation are removed from the accounts with resulting
gains or losses reflected in net income or loss. Estimated future costs to be
incurred by the Other Real Estate Partnerships after completion of each sale are
included in the determination of the gains on sales.

Income Taxes

     In accordance with partnership taxation, each of the partners are
responsible for reporting their share of taxable income or loss. The Other Real
Estate Partnerships are subject to certain state and local income, excise and
franchise taxes. The provision for such state and local taxes has been reflected
in general and administrative expense in the statement of operations and has not
been separately stated due to its insignificance.

Fair Value of Financial Instruments

     The Other Real Estate Partnerships' financial instruments include
short-term investments, tenant accounts receivable, net, mortgage notes
receivable, accounts payable, other accrued expenses and mortgage loans payable.
The fair values of the short-term investments, tenant accounts receivable, net,
mortgage notes receivable, accounts payable and other accrued expenses were not
materially different from their carrying or contract values due to the
short-term nature of these financial instruments. See Note 4 for the fair values
of the mortgage loans payable.




                                      F-39
<PAGE>   93
                         OTHER REAL ESTATE PARTNERSHIPS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Derivative Financial Instruments

     Historically, the Other Real Estate Partnerships has used interest rate
protection agreements (the "Agreements") to limit the interest rate on existing
debt or convert floating rate debt to fixed rate debt. Receipts or payments
resulting from the Agreements that were used to limit the interest rate on
existing debt are recognized as a component of interest expense. The cost basis
of this type of instrument is amortized over the life of the instrument and is
recognized in net income as well. Receipts or payments resulting from Agreements
used to convert floating rate debt to fixed rate debt are recognized as a
component of interest expense. Any Agreements which no longer qualify for hedge
accounting are marked to market and any gain or loss is recognized in net income
immediately. The credit risks associated with the Agreements are controlled
through the evaluation and monitoring of the creditworthiness of the
counterparty. In the event that the counterparty fails to meet the terms of the
Agreements, the Other Real Estate Partnerships' exposure is limited to the
current value of the interest rate differential, not the notional amount, and
the Other Real Estate Partnerships' carrying value of the Agreements on the
balance sheet.

Segment Reporting

     Management views the Other Real Estate Partnerships as a single segment.

Recent Accounting Pronouncements

     The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("FAS 133") on June 1, 1998. Statement of Financial
Accounting Standards No. 138 "Accounting for Derivative Instruments and Hedging
Activities - An Amendment of FAS Statement 133" was issued in June 2000. FAS
133, as amended, is effective for fiscal years beginning after June 15, 2000 as
provided by Statement of Financial Accounting Standards No. 137 issued in July
1999. FAS 133, as amended, requires fair value accounting for all derivatives
including recognizing all such instruments on the balance sheet with an
offsetting amount recorded in the income statement or as part of comprehensive
income. FAS 133, as amended, becomes effective for the Other Real Estate
Partnerships for the year ending December 31, 2001. FAS 133 did not have an
impact on the Other Real Estate Partnerships' consolidated financial position,
consolidated results of operations or consolidated cash flows.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition, which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements. SAB 101 was required to be implemented in the fourth fiscal quarter
of 2000. The adoption of SAB 101 did not have an effect on the Other Real Estate
Partnerships' results of operations or its financial position as the Other Real
Estate Partnerships' revenue recognition practices were compliant with the
pronouncement.



                                      F-40
<PAGE>   94


                         OTHER REAL ESTATE PARTNERSHIPS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

4.   MORTGAGE LOANS PAYABLE, NET

     On June 30, 1994, the Other Real Estate Partnerships, through the Financing
Partnership, entered into a $300,000 mortgage loan. On April 4, 1997, the Other
Real Estate Partnerships purchased U.S. Government securities as substitute
collateral to execute a legal defeasance of the $300,000 mortgage loan (the
"1994 Defeased Mortgage Loan"). On January 2, 1998, the Other Real Estate
Partnerships used the gross proceeds from the maturity of the U.S. Government
securities to pay off and retire the 1994 Defeased Mortgage Loan.

     On December 29, 1995 the Other Real Estate Partnerships, through the
Mortgage Partnership, borrowed $40,200 under a mortgage loan (the "1995 Mortgage
Loan"). In June 2000, the Other Real Estate Partnerships purchased approximately
$1.2 million of U.S. Government securities as substitute collateral to execute a
legal defeasance of approximately $1.2 million of the 1995 Mortgage Loan. The
terms of the legal defeasance require the Mortgage Partnership to use the gross
proceeds from the maturities of the U.S. Government securities to paydown and
subsequently retire the defeased portion of the 1995 Mortgage Loan in January
2003. The Other Real Estate Partnerships are carrying the defeased portion of
the 1995 Mortgage Loan on its balance sheet until it pays down and subsequently
retires the defeased portion of the 1995 Mortgage Loan in January 2003. The
remaining portion of the 1995 Mortgage Loan matures on January 11, 2026. Upon
the execution of the legal defeasance, one of the 23 properties collateralizing
the 1995 Mortgage Loan was released and subsequently sold. The 1995 Mortgage
Loan provides for monthly principal and interest payments based on a 28-year
amortization schedule. The interest rate under the 1995 Mortgage Loan is fixed
at 7.22% per annum through January 11, 2003. After January 11, 2003, the
interest rate adjusts through a predetermined formula based on the applicable
Treasury rate. The 1995 Mortgage Loan is collateralized by 22 properties held by
the Mortgage Partnership. The 1995 Mortgage Loan may be prepaid on or after
January 2003.

     Under the terms of the 1995 Mortgage Loan, certain cash reserves are
required to be and have been set aside for refunds of security deposits and
payment of capital expenditures, interest, real estate taxes and insurance. The
amount of cash reserves segregated for security deposits is adjusted as tenants
turn over. The amounts included in the cash reserves relating to payments of
capital expenditures, interest, real estate taxes and insurance were determined
by the lender and approximate the next periodic payment of such items. At
December 31, 2000 and 1999, these reserves totaled $1,188 and $1,425,
respectively, and are included in Restricted Cash. Such cash reserves were
invested in a money market fund at December 31, 2000. The maturity of these
investments is one day; accordingly, cost approximates fair market value.

     On July 16, 1998, the Other Real Estate Partnerships, through TK-SV, LTD.,
assumed a mortgage loan in the principal amount of $2,566 (the "Acquisition
Mortgage Loan V"). The Acquisition Mortgage Loan V is collateralized by one
property in Tampa, Florida, bears interest at a fixed rate of 9.01% and provides
for monthly principal and interest payments based on a 30-year amortization
schedule. The Acquisition Mortgage Loan V matures on September 1, 2006. The
Acquisition Mortgage Loan V may be prepaid only after August 2002 in exchange
for the greater of a 1% prepayment fee or a yield maintenance premium.

     The following table discloses certain information regarding the Other Real
Estate Partnerships' mortgage loans:


<TABLE>
<CAPTION>
                                    OUTSTANDING  BALANCE AT          ACCRUED INTEREST PAYABLE AT            INTEREST RATE AT
                                  -----------------------------     -----------------------------       --------------------------
                                  DECEMBER 31,     DECEMBER 31,     DECEMBER 31,     DECEMBER 31,       DECEMBER 31,     MATURITY
                                     2000             1999              2000            1999                2000           DATE
                                  -----------      ------------     ------------     ------------       ------------    ----------
<S>                               <C>              <C>              <C>              <C>                <C>             <C>
MORTGAGE LOANS PAYABLE
1995 MORTGAGE LOAN ............   $38,604(1)        $39,099(1)        $   163          $  165              7.22%          1/11/26
ACQUISITION MORTGAGE LOAN V....     2,729(2)          2,793(2)           --               --               9.01%          9/01/06
                                  -------           -------           -------          ------
TOTAL .........................   $41,333           $41,892           $   163          $  165
                                  =======           =======           =======          ======
</TABLE>


(1) Approximately $1.2 million of this loan has been defeased and will be paid
    in full in January 2003.

(2) At December 31, 2000 and 1999, the Acquisition Mortgage Loan V is net of
    unamortized premiums of $219 and $258, respectively.


                                      F-41
<PAGE>   95
                         OTHER REAL ESTATE PARTNERSHIPS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

4.   MORTGAGE LOANS PAYABLE, NET, CONTINUED

Fair Value:

     At December 31, 2000 and 1999, the fair value of the Other Real Estate
Partnerships' mortgage loans payable were as follows:


                               December 31, 2000  December 31, 1999
                              ------------------  -----------------
                              Carrying   Fair     Carrying   Fair
                               Amount    Value     Amount    Value
                              --------  -------   --------  -------
Mortgage Loans Payable ....   $41,333   $41,373   $41,892   $40,000
                              -------   -------   -------   -------
Total .....................   $41,333   $41,373   $41,892   $40,000
                              =======   =======   =======   =======

     The fair value of the Other Real Estate Partnerships' mortgage loans
payable were determined by discounting the future cash flows using the current
rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities.

     The following is a schedule of maturities of the mortgage loans for the
next five years ending December 31, and thereafter:

                                             Amount
                                             -------
                   2001..................    $   568
                   2002..................        610
                   2003..................      1,802
                   2004.................         679
                   2005.................         739
                   Thereafter............     36,716
                                             -------
                   Total.................    $41,114
                                             =======

5.   STOCKHOLDERS' EQUITY

Preferred Stock

     In 1995, the Company issued 1,650,000 shares of 9.5%, $.01 par value,
Series A Cumulative Preferred Stock (the "Series A Preferred Stock") at an
initial offering price of $25 per share. Dividends on the Series A Preferred
Stock are cumulative from the date of initial issuance and are payable quarterly
in arrears. The payment of dividends and amounts upon liquidation, dissolution
or winding up ranks senior to the payments on the Company's $.01 par value
common stock ("Common Stock"). The Series A Preferred Stock is not redeemable
prior to November 17, 2000. On or after November 17, 2000, the Series A
Preferred Stock is redeemable for cash at the option of the Other Real Estate
Partnerships, in whole or in part, at $25.00 per share, or $41,250 in the
aggregate, plus dividends accrued and unpaid to the redemption date (See Note
13). The Series A Preferred Stock has no stated maturity and is not convertible
into any other securities of the Company. The Company contributed $41,250 to
First Industrial Securities Corporation, which contributed $41,250 to the
Securities Partnership for a preferred limited partnership interest.

     The payment of dividends on, and payments on liquidation or redemption of,
the Series A Preferred Stock is guaranteed by the Securities Partnership (the
"Guarantor") pursuant to a Guarantee and Payment Agreement (the "Guarantee
Agreement"). To the extent the Company fails to make any payment of dividend or
pay any portion of the liquidation preference on or the redemption price of any
shares of Series A Preferred Stock, the Guarantor will be obligated to pay an
amount to each holder of Series A Preferred Stock equal to any such shortfall.


                                      F-42
<PAGE>   96
                         OTHER REAL ESTATE PARTNERSHIPS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)



6.   ACQUISITION AND DEVELOPMENT OF REAL ESTATE

     In 1998, the Other Real Estate Partnerships acquired 27 properties
comprising approximately 1.4 million square feet (unaudited) of GLA and several
land parcels for a total purchase price of approximately $83,059 and completed
the development of five properties and two expansions comprising approximately
1.6 million square feet (unaudited) of GLA at a cost of approximately $48,676.

     In 1999, the Other Real Estate Partnerships acquired four in-service
industrial properties and two industrial properties under redevelopment
comprising, in the aggregate, approximately 1.5 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$51,018 and completed the development of three properties comprising
approximately .7 million square feet (unaudited) of GLA at a cost of
approximately $21,726.

     In 2000, the Other Real Estate Partnerships acquired one in-service
industrial property comprising approximately .2 million square feet (unaudited)
of GLA and several land parcels for a total purchase price of approximately
$9,222 and completed the development of six properties and one redevelopment
comprising approximately .5 million square feet (unaudited) of GLA at a cost of
approximately $22,160.


7.   SALES OF REAL ESTATE AND REAL ESTATE HELD FOR SALE

     In 1998, the Other Real Estate Partnerships sold five in-service properties
and several parcels of land. The aggregate gross sales price of these sales
totaled approximately $22,247. The gain on sales totaled approximately $2,417.

     In 1999, the Other Real Estate Partnerships sold 13 in-service properties
and several parcels of land. The aggregate gross sales price of these sales
totaled approximately $90,818. The gain on sales totaled approximately $17,893.

     In 2000, the Other Real Estate Partnerships sold four in-service properties
and several parcels of land. Gross proceeds from these sales totaled
approximately $29,667. The gain on sales totaled approximately $3,866.

     The Other Real Estate Partnerships has an active sales program through
which they continually engage in identifying and evaluating its current
portfolio for potential sales candidates in order to redeploy capital. At
December 31, 2000, the Other Real Estate Partnerships had 11 industrial
properties comprising approximately 1.1 million square feet (unaudited) of GLA
held for sale. There can be no assurance that such properties held for sale will
be sold.

     The following table discloses certain information regarding the 11
industrial properties held for sale by the Other Real Estate Partnerships.


                                               YEAR ENDED
                                      -----------------------------
                                        2000       1999       1998
                                      -------    -------    -------
Total Revenues ....................   $ 4,286    $ 4,208    $ 3,674
Operating Expenses ................    (1,044)    (1,004)      (832)
Depreciation and Amortization .....      (458)      (877)      (753)
                                      -------    -------    -------
Income from Operations ............   $ 2,784    $ 2,327    $ 2,089
                                      =======    =======    =======


     In 2000, the Other Real Estate Partnerships recognized a valuation
provision on real estate held for sale of $731 relating to the Other Real Estate
Partnerships' exit market portfolio of properties in Grand Rapids, Michigan. The
fair value was determined by a quoted market price less transaction costs.

8.   ABANDONED PURSUIT COSTS CHARGE

     The Other Real Estate Partnerships recorded an abandoned pursuit costs
charge of approximately $360 in 1998 related to abandoned acquisitions.




                                      F-43
<PAGE>   97
                         OTHER REAL ESTATE PARTNERSHIPS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)


9.   SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS

     Supplemental disclosure of cash flow information:

<TABLE>
<CAPTION>
                                       Year Ended        Year Ended          Year Ended
                                      December 31,      December 31,        December 31,
                                          2000              1999                1998
                                      ------------      ------------        ------------
<S>                                   <C>               <C>                 <C>
     Interest paid.................     $ 3,042            $ 3,091           $ 4,784
                                        =======            =======           =======
</TABLE>

     In conjunction with the property and land acquisitions, the following
assets and liabilities were assumed:


Purchase of real estate ...........   $  9,222   $ 27,709    $ 74,697
Accounts payable and accrued
   Expenses .......................       --          (68)       (830)
Mortgage loans ....................       --         --        (2,378)
                                      --------   --------    --------
                                      $  9,222   $ 27,641    $ 71,489
                                      ========   ========    ========


     In conjunction with the contribution of 173 properties from the Financing
Partnership to the Operating Partnership on January 2, 1998, the following
assets and liabilities were contributed:


Investment in real estate ..........................   $ 382,190
Tenant accounts receivable .........................       3,017
Deferred rent receivable ...........................       4,689
Other assets .......................................       6,209
Accounts payable and accrued expenses ..............      (5,920)
Rents received in advance and security deposits ....      (2,538)
                                                       ---------
Investments in other real estate partnerships ......   $ 387,647
                                                       =========

     In conjunction with the distribution of four properties from the Operating
Partnership to the Securities Partnership during 1999, the following assets and
liabilities were assumed:


Investment in real estate, net ..................   $ 10,387
Tenant accounts receivable ......................        (21)
Deferred rent receivable ........................         40
Other assets, net ...............................         17
Accounts payable and accrued expenses ...........       (100)
                                                    --------
Investment in other real estate partnerships ....   $ 10,323
                                                    ========

10.  FUTURE RENTAL REVENUES

     The Other Real Estate Partnerships' properties are leased to tenants under
net and semi-net operating leases. Minimum lease payments receivable, excluding
tenant reimbursements of expenses, under noncancelable operating leases in
effect as of December 31, 2000 are approximately as follows:


            2001....................  $   45,947
            2002....................      39,365
            2003....................      31,995
            2004....................      23,799
            2005....................      16,240
            Thereafter..............      70,103
                                      ----------
                  Total.............  $  227,449
                                      ==========


11.  RELATED PARTY TRANSACTIONS

     Periodically, the Other Real Estate Partnerships utilizes real estate
brokerage services from CB Richard Ellis, Inc., for which a relative of one of
the Company's officers/Directors is an employee.

     On September 15, 1999, the Other Real Estate Partnerships sold nine
industrial properties to an entity whose Chairman of the Board of Directors is
also Chairman of the Board of Directors of the Company. The gross proceeds from
the sales of these nine industrial properties approximated $39,475 and the gain
on sales approximated $14,552.


                                      F-44
<PAGE>   98

                         OTHER REAL ESTATE PARTNERSHIPS
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)

12.  COMMITMENTS AND CONTINGENCIES

     In the normal course of business, the Other Real Estate Partnerships are
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
combined financial position, operations or liquidity of the Other Real Estate
Partnerships.

     Five properties have leases granting the tenants options to purchase the
property. Such options are exercisable at various times and at appraised fair
market value or at a fixed purchase price generally in excess of the Other Real
Estate Partnerships' depreciated cost of the asset. The Other Real Estate
Partnerships have no notice of any exercise of any tenant purchase option.

     The Other Real Estate Partnerships have committed to the construction of
eight development projects totaling approximately 2.2 million square feet
(unaudited) of GLA. The estimated total construction costs are approximately
$75.5 million (unaudited). These developments are expected to be funded with
capital contributions from the Operating Partnership.

13.  SUBSEQUENT EVENTS (UNAUDITED)

     During the period January 1, 2001 through March 23, 2001, the Other Real
Estate Partnerships acquired eight industrial properties for a total estimated
investment of approximately $27,880. The Other Real Estate Partnerships also
sold one industrial property and one land parcel for approximately $1,780 of
gross proceeds.

     On March 9, 2001, the Company called for the redemption of all of its
outstanding Series A Preferred Stock at the price of $25.00 per share, plus
accrued and unpaid dividends. The redemption date will be April 9, 2001. Such
redemption will result in a corresponding redemption of First Industrial
Securities Corporation's preferred limited partnership interest in the
Securities Partnership.




                                      F-45