First Industrial 10K 2009 Annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2009
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to .

Commission File Number333-21873

FIRST INDUSTRIAL, L.P.

(Exact name of Registrant as specified in its Charter)


Delaware (State or other jurisdiction of incorporation or organization)		36-3924586 (I.R.S. Employer Identification No.)

311 S. Wacker Drive, Suite 3900, Chicago, Illinois (Address of principal executive offices)		60606 (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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act. (Check One):


Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o No þ

FIRST INDUSTRIAL, L.P.

TABLE OF CONTENTS


			Page

PART I.
	Item 1.	Business		4
	Item 1A.	Risk Factors		9
	Item 1B.	Unresolved SEC Comments		17
	Item 2.	Properties		17
	Item 3.	Legal Proceedings		22

PART II.
	Item 4.	Reserved		22
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		22
	Item 6.	Selected Financial Data		22
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
	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 Disclosure		44
	Item 9A.	Controls and Procedures		44
	Item 9B.	Other Information		45

PART III.
	Item 10.	Directors, Executive Officers and Corporate Governance		45
	Item 11.	Executive Compensation		45
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		45
	Item 13.	Certain Relationships and Related Transactions and Director Independence		45
	Item 14.	Principal Accountant Fees and Services		45

PART IV.
	Item 15.	Exhibits and Financial Statement Schedules		46
Signatures				S-23
EX-23
EX-31.1
EX-31.2
EX-32

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend 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 are 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,” “seek,” “target,” “potential,” “focus,” “may,” “should” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a materially adverse effect on our operations and future prospects include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of real estate investment trusts) and actions of regulatory authorities (including the Internal Revenue Service); our ability to qualify and maintain our status as a real estate investment trust; the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land, the supply and demand for which is inherently more volatile than other types of industrial property) in the Company’s current and proposed market areas; difficulties in consummating acquisitions and dispositions; risks related to our investments in properties through joint ventures; environmental liabilities; slippages in development orlease-up schedules; tenant creditworthiness;higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to real estate investment trusts; international business risks and those additional factors described in Item 1A, “Risk Factors” and in our other filings with the Securities and Exchange Commision (the “SEC”). We caution you not to place undue reliance on forward looking statements, which reflect our outlook only and speak only as of the date of this report or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements. Unless the context otherwise requires, the term the “Operating Partnership” refers to First Industrial, L.P. and the terms “we,” “us,” and “our” refer to First Industrial, L.P. and its controlled subsidiaries. Effective September 1, 2009, our taxable real estate investment trust subsidiary, First Industrial Investment, Inc. (the “old TRS”) merged into First Industrial Investment II, LLC (“FI LLC”), which is wholly owned by the Operating Partnership. Immediately thereafter, certain assets and liabilities of FI LLC were contributed to a new subsidiary, FR Investment Properties, LLC (“FRIP”). FRIP is 1% owned by FI LLC and 99% owned by a new taxable real estate investment trust subsidiary, First Industrial Investment Properties, Inc. (the “new TRS,” which, collectively with the old TRS and certain wholly owned taxable real estate investment trust subsidiaries of FI LLC, will be referred to as the “TRSs”), which is wholly owned by FI LLC (see Note 13 to the Consolidated Financial Statements).

PART I

THE COMPANY


Item 1.	*Business*

General

The Operating Partnership is the sole member of several limited liability companies (the “L.L.C.s”) and the sole stockholder of the TRS, (together with the Operating Partnership and the L.L.C.s, the “Consolidated Operating Partnership”), the operating data of which is consolidated with that of the Operating Partnership as presented herein. We also hold at least a 99% 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, (the “Mortgage Partnership”), L.P. 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 FI Development Services L.P. and wholly owned L.L.C.s (together, the “Other Real Estate Partnerships”). The Other Real Estate Partnerships’ operating data is presented herein on a combined basis, separate from that of the Consolidated Operating Partnership. 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 Operating Partnership or the TRS, through separate wholly-owned limited liability companies in which it is the sole member, also owns noncontrolling equity interests in, and provides various services to, seven joint ventures whose purpose is to invest in industrial properties (the “2003 Net Lease Joint Venture,” the “2005 Development/Repositioning Joint Venture,” the “2005 Core Joint Venture,” the “2006 Net Lease Co-Investment Program,” the “2006 Land/Development Joint Venture,” the “2007 Canada Joint Venture,” and the “2007 Europe Joint Venture”; together the “Joint Ventures”). The Other Real Estate Partnerships and the Joint Ventures are accounted for under the equity method of accounting. The 2007 Europe Joint Venture does not own any properties.

The operating data of the Joint Ventures is not consolidated with that of the Operating Partnership as presented herein.

As of December 31, 2009, we owned 711 in-service industrial properties, containing an aggregate of approximately 61.3 million square feet of gross leasable area (“GLA”). On a combined basis, as of December 31, 2009, the Other Real Estate Partnerships owned 72 in-service industrial properties, containing an aggregate of approximately 7.9 million square feet of GLA. Of the 72 industrial properties owned by the Other Real Estate Partnerships at December 31, 2009, 22 are held by the Financing Partnership, 18 are held by the Pennsylvania Partnership, nine are held by the Securities Partnership, 10 are held by the Mortgage Partnership, seven are held by the Harrisburg Partnership, four are held by the Indianapolis Partnership, one is held by TK-SV, LTD. and one is held by FI Development Services, L.P. Beginning January 1, 2009, our in-service portfolio includes all properties other than developed, redeveloped and acquired properties that have not yet reached stabilized occupancy (generally defined as properties that are 75% leased). Properties which are at least 75% occupied at acquisition are placed in-service. Acquired properties less than 75% occupied are

placed in-service upon the earlier of reaching 90% occupancy or one year from the acquisition date. Development properties are placed in-service upon the earlier of reaching 90% occupancy or one year from the date construction is completed. Redevelopments (generally projects which require capital expenditures exceeding 25% of basis) are placed in-service upon the earlier of reaching 90% occupancy or one year from the completion of renovation construction.

We utilize 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 February 26, 2010, we had 229 employees.

We maintain a website at www.firstindustrial.com. Information on this website shall not constitute part of thisForm 10-K. Copies of our annual report onForm 10-K, quarterly reports onForm 10-Q, current reports onForm 8-K and amendments to such reports are available without charge on our website as soon as reasonably practicable after such reports are filed with or furnished to the SEC. In addition, our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter, Nominating/Corporate Governance Committee Charter, along with supplemental financial and operating information prepared by us, are all available without charge on our website or upon request to us. Amendments to, or waivers from, our Code of Business Conduct and Ethics that apply to our executive officers or directors will also be posted to our website. We also post or otherwise make available on our website from time to time other information that may be of interest to our investors. Please direct requests as follows:

First Industrial Realty Trust, Inc.
311 S. Wacker, Suite 3900
Chicago, IL 60606
Attention: Investor Relations

Business Objectives and Growth Plans

Our fundamental business objective is to maximize the total return to our partners through per unit distributions and increases in the value of our properties and operations. Our long-term business growth plans include the following elements:


	•	Internal Growth. We seek 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; and (iv) renovating existing properties.

	•	External Growth. We seek to grow externally through (i) additional joint venture investments; (ii) the development of industrial properties; (iii) the acquisition of portfolios of industrial properties, industrial property businesses or individual properties which meet our investment parameters and target markets; and (iv) the expansion of our properties.

Our ability to pursue our long-term growth plans is affected by market conditions and our financial condition and operating capabilities.

Business Strategies

We utilize the following seven strategies in connection with the operation of our business:


	•	Organization Strategy. We implement our decentralized property operations strategy through the deployment of experienced regional management teams and local property managers. We provide acquisition, development and financing assistance, asset management oversight and financial reporting functions from our headquarters in Chicago, Illinois to support our regional operations. We believe the size of our portfolio enables us to realize operating efficiencies by spreading overhead among many properties and by negotiating purchasing discounts.


	•	Market Strategy. Our market strategy is to concentrate on the top industrial real estate markets in the United States and select industrial real estate markets in Canada. These markets have one or more of the following characteristics: (i) strong industrial real estate fundamentals, including increased industrial demand expectations; (ii) a history of and outlook for continued economic growth and industry diversity; and (iii) sufficient size to provide for ample transaction volume.

	•	LeasingandMarketing Strategy. We have an operational management strategy designed to enhance tenant satisfaction and portfolio performance. We pursue an active leasing strategy, which includes broadly marketing available space, seeking to renew existing leases at higher rents per square foot and seeking leases which provide for the pass-through of property-related expenses to the tenant. We also have local and national marketing programs which focus on the business and real estate brokerage communities and national tenants.

	•	Acquisition/Development Strategy. Our acquisition/development strategy is to invest in properties and other assets with higher yield potential in the top industrial real estate markets in the United States and select industrial real estate markets in Canada.

	•	Disposition Strategy. We continuously evaluate local market conditions and property-related factors in all of our markets for purposes of identifying assets suitable for disposition.

	•	Financing Strategy. To finance acquisitions and developments, as market conditions permit, we utilize a portion of proceeds from property sales, proceeds from mortgage financings, borrowings under our unsecured line of credit (the “Unsecured Line of Credit”) and proceeds from the issuance, when and as warranted, of additional debt and equity securities. We also continually evaluate joint venture arrangements as another source of capital. As of February 26, 2010, we had approximately $7.5 million available for additional borrowings under our Unsecured Line of Credit.

	•	Liquidity Strategy. We plan to enhance our liquidity, and reduce our indebtedness, through a combination of capital retention, mortgage and equity financings, asset sales and debt reduction:


	•	Capital Retention— We plan to retain capital by maintaining a distribution policy that makes per unit distributions equivalent to the per share distributions the Company is required to make to meet its minimum distribution requirements as a REIT. The Operating Partnership did not make distributions in 2009 and may not make distributions in 2010 depending on the Company’s taxable income. If, to maintain its REIT status, the Company is required to pay common stock dividends with respect to 2010, the Company may elect to do so by distributing a combination of cash and common shares and the Operating Partnership would make corresponding distributions in cash and common units. Also, if the Company is not required to pay preferred stock dividends to maintain its REIT status, it may elect to suspend some or all preferred stock dividends for one or more fiscal quarters, which would aid compliance with the fixed charge coverage covenant under our Unsecured Line of Credit. If the Company did elect to suspend some or all preferred stock dividends for one or more fiscal quarters, the Operating Partnership would elect to suspend corresponding preferred stock unit distributions.

	•	Mortgage Financing— During the year ended December 31, 2009, we originated $307.6 million in mortgage financings with maturities ranging from September 2012 to January 2020 and interest rates ranging from 6.42% to 7.87% (see Note 7 to the Consolidated Financial Statements). We believe these mortgage financings comply with all covenants contained in our Unsecured Line of Credit and our senior debt securities, including coverage ratios and total indebtedness, total unsecured indebtedness and total secured indebtedness limitations. We continue to engage various lenders regarding the origination of additional mortgage financings and the terms and conditions thereof. To the extent additional mortgage financing is originated, we expect to use proceeds received to pay down our other debt. No assurances can be made that additional mortgage financing will be obtained.

	•	Equity Financing— During the year ended December 31, 2009, the Company sold 3,034,120 shares of its common stock, generating $15.9 million in net proceeds, under the direct stock purchase component of the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (“DRIP”). On


		October 5, 2009, the Company sold in an underwritten public offering 13,635,700 shares of its common stock at a price to the public of $5.25 per share. Total proceeds to the Company, net of underwriters’ discount and total expenses, were $67.8 million (see Note 8 to the Consolidated Financial Statements). These proceeds were contributed to us in exchange for an equivalent number of Units and are reflected in our financial statements as a general partner contribution. The Company may opportunistically access the equity markets again, subject to contractual restrictions, and may continue to issue shares under the direct stock purchase component of the DRIP. To the extent additional equity offerings occur, we expect the proceeds received will be used to reduce our indebtedness.


	•	Asset Sales— During the year ended December 31, 2009, we sold 12 industrial properties and several land parcels for gross proceeds of $90.3 million. We are in various stages of discussions with third parties for the sale of additional properties and plan to continue to selectively market other properties for sale throughout 2010. We expect to use sales proceeds to reduce our indebtedness . If we are unable to sell properties on an advantageous basis, this may impair our liquidity and our ability to meet our financial covenants.

	•	Debt Reduction— During the year ended December 31, 2009, we repurchased $271.5 million of our senior unsecured notes (including $19.3 million of our 2009 Notes prior to their repayment at maturity on June 15, 2009) (see Note 7 to the Consolidated Financial Statements). On February 8, 2010, we consummated a tender offer pursuant to which we purchased $72.7 million of our 2011 Notes, $66.2 million of our 2012 Notes and $21.1 million of our 2014 Notes. In connection with the tender offer, we will recognize approximately $0.4 million as gain on early retirement of debt. We may from time to time repay additional amounts of our outstanding debt. Any repayments would depend upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors we consider important. Future repayments may materially impact our liquidity, future tax liability and results of operations.

Although we believe we will be successful in meeting our liquidity needs and maintaining compliance with other debt covenants through a combination of capital retention, mortgage and equity financings, asset sales and debt repurchases, if we were to be unsuccessful in executing one or more of the strategies outlined above, our financial condition and operating results could be materially adversely affected.

Recent Developments

During 2009, we placed in-service developments totaling 14 industrial properties and acquired one parcel of land for a total investment of approximately $218.1 million. We also sold 12 industrial properties and several parcels of land for an aggregate gross sales price of $90.3 million. At December 31, 2009, we owned 711 in-service industrial properties containing approximately 61.3 million square feet of GLA.

During 2009, we repurchased and retired $271.5 million of our senior unsecured notes and recognized a gain on early debt retirement of $34.6 million.

During 2009, we obtained $307.6 million in mortgage financings at a weighted average interest rate of 7.47%, with maturities between September 2012 and January 2020.

Every quarter beginning March 31, 2009, the coupon rate of our Series F Preferred Stock resets at 2.375% plus the greater of i) the 30 Year U.S. Treasury rate, ii) the 10 Year U.S. Treasury rate oriii) 3-Month LIBOR (see Note 8 to the Consolidated Financial Statements). In October 2008, we entered into an interest rate swap agreement (the “Series F Agreement”) to mitigate the Company’s exposure to floating interest rates related to the forecasted reset rate of the Company’s Series F Preferred Stock. The Series F Agreement has a notional value of $50.0 million and is effective from April 1, 2009 through October 1, 2013. The Series F Agreement fixes the30-year U.S. Treasury rate at 5.2175%. We recorded $3.2 million in mark to market gain, offset by $0.5 million in quarterly payments, which is included inMark-to-Market Gain on Interest Rate Protection Agreements on the Consolidated Statements of Operations for the year ended December 31, 2009.

During the year ended December 31, 2009, the Company sold 3,034,120 shares of its common stock, generating approximately $15.9 million in net proceeds, under the direct stock purchase component of the DRIP. On October 5, 2009, the Company sold in an underwritten public offering 13,635,700 shares of its common stock at a price to the public of $5.25 per share. Total proceeds to the Company, net of underwriters’ discount and total expenses, were $67.8 million. These proceeds were contributed to us in exchange for an equivalent number of Units.

On August 24, 2009, we received a private letter ruling from the IRS granting favorable loss treatment under Sections 331 and 336 of the Code on the tax liquidation of our old TRS. As a result, we completed a transaction on September 1, 2009 whereby approximately 75% of the assets formerly held by the old TRS are now held by FI LLC (which is wholly owned by the Operating Partnership). The remaining 25% of the assets are now held by FRIP (which is 99% owned by the new TRS). On November 6, 2009, legislation was enacted that allows businesses with net operating losses for 2008 or 2009 to carry back those losses for up to five years. In the fourth quarter of 2009 we received a federal tax refund from the IRS of $40.4 million associated with the tax liquidation of the old TRS.

We committed to a plan to reduce organizational and overhead costs in October 2008 and have subsequently modified that plan with the goal of further reducing these costs. On February 25 and September 25, 2009, we committed to additional modifications to the plan consisting of further organizational and overhead cost reductions. For the year ended December 31, 2009, we recorded as restructuring costs a pre-tax charge of $7.8 million to provide for employee severance and benefits ($5.2 million), costs associated with the termination of certain office leases ($1.9 million) and other costs ($0.7 million) associated with implementing the restructuring plan.

Future Property Acquisitions, Developments and Property Sales

We and our Joint Ventures have acquisition and development programs through which we seek to identify portfolio and individual industrial property acquisitions and developments.

We and our Joint Ventures also sell properties based on market conditions and property related factors. As a result, we and our Joint Ventures, other than our 2007 Europe Joint Venture, are engaged in negotiations relating to the possible sale of certain industrial properties in our portfolio.

When evaluating potential industrial property acquisitions and developments, as well as potential industrial property sales, we 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) our ability 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 propertyand/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.

INDUSTRY

Industrial properties are typically used for the design, assembly, packaging, storage and distribution of goodsand/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 office property. We believe that the higher occupancy rate in the industrial property sector is a result of theconstruction-on-demand nature of, and the comparatively short development time required for, industrial property. For the five years ended December 31, 2009, the national occupancy rate for industrial properties in the United States has ranged from 86.1%*to 90.7%*, with an occupancy rate of 86.1%* at December 31, 2009.

* Source: CBRE Econometric Advisors


Item 1A.	*Risk Factors*

Risk Factors

Our operations involve various risks that could adversely affect our financial condition, results of operations, cash flow, ability to pay distributions on our Units and the market value of our Units. These risks, among others contained in the Operating Partnership’s other filings with the SEC, include:

Ongoing disruptions in the financial markets could affect our ability to obtain financing and may negatively impact our liquidity, financial condition and operating results.

The capital and credit markets in the United States and other countries have experienced significant price volatility, dislocations and liquidity disruptions, which have caused market prices of many securities to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity in the financial markets, making terms for certain financings less attractive, and in some cases have resulted in the unavailability of financing. A majority of our existing indebtedness was sold through capital markets transactions. We anticipate that the capital markets could be a source of refinancing of our existing indebtedness in the future, including our 7.375% Notes due on March 15, 2011 in the aggregate amount of $143.5 million and $70.8 million as of December 31, 2009 and February 26, 2009, respectively (see Note 21 to the Consolidated Financial Statements), and our 4.625% Exchangeable Notes due on September 15, 2011 in the aggregate amount of $146.9 million. This source of refinancing may not be available if capital market volatility and disruption continues, which could have a material adverse effect on our liquidity. Furthermore, we could potentially lose access to our current available liquidity under our Unsecured Line of Credit if one or more participating lenders default on their commitments. While the ultimate outcome of these market conditions cannot be predicted, they may have a material adverse effect on our liquidity and financial condition if our ability to borrow money under our Unsecured Line of Credit or to issue additional debt or equity securities to finance future acquisitions, developments and redevelopments and Joint Venture activities were to be impaired.

In addition, the continuing capital and credit market price volatility could make the valuation of our properties and those of our unconsolidated Joint Ventures more difficult. There may be significant uncertainty in the valuation, or in the stability of the value, of our properties and those of our unconsolidated Joint Ventures, that could result in a substantial decrease in the value of our properties and those of our unconsolidated Joint Ventures. As a result, we may not be able to recover the carrying amount of our properties or our investments in Joint Ventures, which may require us to recognize an impairment loss in earnings.

Real estate investments’ value fluctuates depending on conditions in the general economy and the real estate business. These conditions may limit the Consolidated Operating Partnership’s revenues and available cash.

The factors that affect the value of our real estate and the revenues we derive from our properties include, among other things:


	•	general economic conditions;

	•	local, regional, national and international economic conditions and other events and occurrences that affect the markets in which we own properties;

	•	local conditions such as oversupply or a reduction in demand in an area;

	•	the attractiveness of the properties to tenants;

	•	tenant defaults;

	•	zoning or other regulatory restrictions;

	•	competition from other available real estate;


	•	our ability to provide adequate maintenance and insurance; and

	•	increased operating costs, including insurance premiums and real estate taxes.

These factors may be amplified in light of the disruption of the global credit markets. Our investments in real estate assets are concentrated in the industrial sector, and the demand for industrial space in the United States is related to the level of economic output. Accordingly, reduced economic output may lead to lower occupancy rates for our properties. In addition, if any of our tenants experiences a downturn in its business that weakens its financial condition, delays lease commencement, fails to make rental payments when due, becomes insolvent or declares bankruptcy, the result could be a termination of the tenant’s lease, which could adversely affect our cash flow from operations.

Many real estate costs are fixed, even if income from properties decreases.

Our financial results depend on leasing space to tenants on terms favorable to us. Our income and funds available for distribution to our unitholders will decrease if a significant number of our tenants cannot pay their rent or we are unable to lease properties on favorable terms. In addition, if a tenant does not pay its rent, we may not be able to enforce our rights as landlord without delays and we may incur substantial legal costs. Costs associated with real estate investment, such as real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the investment.

The Consolidated Operating Partnership may be unable to sell properties when appropriate because real estate investments are not as liquid as certain other types of assets.

Real estate investments generally cannot be sold quickly and, therefore, will tend to limit our ability to adjust our property portfolio promptly in response to changes in economic or other conditions. The inability to respond promptly to changes in the performance of our property portfolio could adversely affect our financial condition and ability to service debt and make distributions to our unitholders. In addition, like other companies qualifying as REITs under the Code, the Company must comply with the safe harbor rules relating to the number of properties disposed of in a year, their tax basis and the cost of improvements made to the properties, or meet other tests which enable a REIT to avoid punitive taxation on the sale of assets. Thus, our ability at any time to sell assets may be restricted.

The Consolidated Operating Partnership may be unable to sell or contribute properties on advantageous terms.

We have sold to third parties a significant number of properties in recent years and, as part of our business, we intend to continue to sell properties to third parties. Our ability to sell properties on advantageous terms depends on factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. If we are unable to sell properties on favorable terms or redeploy the proceeds of property sales in accordance with our business strategy, then our financial condition, results of operations, cash flow and ability to pay distributions on, and the market value of, our Units could be adversely affected.

We have also sold to our Joint Ventures a significant number of properties in recent years and, as part of our business, we intend to continue to sell or contribute properties to our Joint Ventures as opportunities arise. If we do not have sufficient properties available that meet the investment criteria of current or future Joint Ventures, or if the Joint Ventures have reduced or do not have access to capital on favorable terms, then such sales could be delayed or prevented, adversely affecting our financial condition, results of operations, cash flow and ability to pay distributions on, and the market value of, our Units.

The Consolidated Operating Partnership may be unable to complete development and re-development projects on advantageous terms.

As part of our business, we develop new and re-develop existing properties. In addition, we have sold to third parties or sold to our Joint Ventures a significant number of development and re-development properties

in recent years, and we intend to continue to sell or contribute such properties to third parties or to sell or contribute such properties to our Joint Ventures as opportunities arise. The real estate development and re-development business involves significant risks that could adversely affect our financial condition, results of operations, cash flow and ability to pay distributions on, and the market value of, our Units, which include:


	•	we may not be able to obtain financing for development projects on favorable terms and complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties and generating cash flow;

	•	we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations;

	•	the properties may perform below anticipated levels, producing cash flow below budgeted amounts and limiting our ability to sell or contribute such properties to third parties or to sell or contribute such properties to our Joint Ventures.

The Consolidated Operating Partnership may be unable to renew leases or find other lessees.

We are subject to the risks that, upon expiration, leases may not be renewed, the space subject to such leases may not be relet or the terms of renewal or reletting, including the cost of required renovations, may be less favorable than expiring lease terms. If we were unable to promptly renew a significant number of expiring leases or to promptly relet the space covered by such leases, or if the rental rates upon renewal or reletting were significantly lower than the current rates, our financial condition, results of operation, cash flow and ability to pay distributions on, and the market value of, our Units could be adversely affected. As of December 31, 2009, leases with respect to approximately 10.5 million, 8.2 million and 7.1 million square feet of GLA, representing 21%, 16% and 14% of GLA, expire in 2010, 2011 and 2012, respectively.

The Consolidated Operating Partnership may be unable to acquire properties on advantageous terms or acquisitions may not perform as the Consolidated Operating Partnership expects.

We acquire and intend to continue to acquire primarily industrial properties. The acquisition of properties entails various risks, including the risks that our investments may not perform as expected and that our cost estimates for bringing an acquired property up to market standards may prove inaccurate. Further, we face significant competition for attractive investment opportunities from other well-capitalized real estate investors, including both publicly-traded REITs and private investors. This competition increases as investments in real estate become attractive relative to other forms of investment. As a result of competition, we may be unable to acquire additional properties as we desire or the purchase price may be elevated. In addition, we expect to finance future acquisitions through a combination of borrowings under the Unsecured Line of Credit, proceeds from equity or debt offerings and debt originations by us and proceeds from property sales, which may not be available and which could adversely affect our cash flow. Any of the above risks could adversely affect our financial condition, results of operations, cash flow and ability to pay distributions on, and the market value of, our Units.

The Company might fail to qualify or remain qualified as a REIT.

The Company intends to operate so as to qualify as a REIT under the Code. Although the Company believes that it is organized and will operate in a manner so as to qualify as a REIT, qualification as a REIT involves the satisfaction of numerous requirements, some of which must be met on a recurring basis. These requirements are established under highly technical and complex Code provisions of which there are only limited judicial or administrative interpretations and involve the determination of various factual matters and circumstances not entirely within our control.

If the Company were to fail to qualify as a REIT in any taxable year, it would be subject to federal income tax, including any applicable alternative minimum tax, on its taxable income at corporate rates. This could result in a discontinuation or substantial reduction in dividends to stockholders and in cash to pay interest and principal on debt securities that we issue. Unless entitled to relief under certain statutory

provisions, the Company would be disqualified from electing treatment as a REIT for the four taxable years following the year during which it failed to qualify as a REIT.

Certain property transfers may generate prohibited transaction income, resulting in a penalty tax on the gain attributable to the transaction.

As part of our business, we sell properties to third parties or sell properties to our Joint Ventures as opportunities arise. Under the Code, a 100% penalty tax could be assessed on the gain resulting from sales of properties that are deemed to be prohibited transactions. The question of what constitutes a prohibited transaction is based on the facts and circumstances surrounding each transaction. The Internal Revenue Service (“IRS”) could contend that certain sales of properties by us are prohibited transactions. While we do not believe that the IRS would prevail in such a dispute, if the matter were successfully argued by the IRS, the 100% penalty tax could be assessed against the profits from these transactions. In addition, any income from a prohibited transaction may adversely affect the Company’s ability to satisfy the income tests for qualification as a REIT.

The REIT distribution requirements may limit the Company’s ability to retain capital and require the Company to turn to external financing sources.

The Company could, in certain instances, have taxable income without sufficient cash to enable us to meet the distribution requirements of the REIT provisions of the Code. In that situation, we could be required to borrow funds or sell properties on adverse terms in order to meet those distribution requirements. In addition, because the Company must distribute to its stockholders at least 90% of the Company’s REIT taxable income each year, the Company’s ability to accumulate capital may be limited. Thus, to provide capital resources for our ongoing business and to satisfy our debt repayment obligations and other liquidity needs, organic growth and future acquisitions, the Company may be more dependent on outside sources of financing, such as debt financing or issuances of additional capital stock, which may or may not be available on favorable terms. Additional debt financings may substantially increase our leverage and additional equity offerings may result in substantial dilution of unitholders’ interests.

Debt financing, the degree of leverage and rising interest rates could reduce the Consolidated Operating Partnership’s cash flow.

Where possible, we intend to continue to use leverage to increase the rate of return on our investments and to allow us to make more investments than we otherwise could. Our use of leverage presents an additional element of risk in the event that the cash flow from our properties is insufficient to meet both debt payment obligations and the distribution requirements of the REIT provisions of the Code. In addition, rising interest rates would reduce our cash flow by increasing the amount of interest due on our floating rate debt and on our fixed rate debt as it matures and is refinanced.

Failure to comply with covenants in our debt agreements could adversely affect our financial condition.

The terms of our agreements governing our Unsecured Line of Credit and other indebtedness require that we comply with a number of financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. Complying with such covenants may limit our operational flexibility. Moreover, our failure to comply with these covenants could cause a default under the applicable debt agreement even if we have satisfied our payment obligations. Upon the occurrence of an event of default, the lenders under our Unsecured Line of Credit will not be required to lend any additional amounts to us, and our outstanding senior debt securities as well as all outstanding borrowings under the Unsecured Line of Credit, together with accrued and unpaid interest and fees, could be accelerated and declared to be immediately due and payable. Furthermore, our Unsecured Line of Credit and senior debt securities contain certain cross-default provisions, which are triggered in the event that our other material indebtedness is in default. These cross-default provisions may require us to repay or restructure the Unsecured Line of Credit and the senior debt securities or other debt that is in default, which could adversely affect our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our stock. If repayment of any of our borrowings is accelerated, we cannot provide assurance that we will have sufficient

assets to repay such indebtedness or that we would be able to borrow sufficient funds to refinance such indebtedness. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us.

Moreover, the provisions of credit agreements and other debt instruments are complex, and some are subject to varying interpretations. Breaches of these provisions may be identified or occur in the future, and such provisions may be interpreted by the lenders under our Unsecured Line of Credit, or the trustee with respect to the senior debt securities, in a manner that could impose material costs on us.

Cross-collateralization of mortgage loans could result in foreclosure on substantially all of the Consolidated Operating Partnership’s properties if the Consolidated Operating Partnership is unable to service its indebtedness.

We intend to obtain additional mortgage debt financing in the future if it is available to us. These mortgages may be issued on a recourse, non-recourse or cross-collateralized basis. Cross-collateralization makes all of the subject properties available to the lender in order to satisfy our debt. Holders of indebtedness that is so secured will have a claim against these properties. To the extent indebtedness is cross collateralized, lenders may seek to foreclose upon properties that are not the primary collateral for their loan, which may, in turn, result in acceleration of other indebtedness secured by properties. Foreclosure of properties would result in a loss of income and asset value to us, making it difficult for us to meet both debt payment obligations and the distribution requirements of the REIT provisions of the Code. At December 31, 2009, none of our existing indebtedness was cross-collateralized, with the exception of three mortgage loans payable, totaling $20.4 million, that were originated September 2009 (see Note 7 to the Consolidated Financial Statements).

The Consolidated Operating Partnership may have to make lump-sum payments on its existing indebtedness.

We are required to make the following lump-sum or “balloon” payments under the terms of some of our indebtedness, including:


	•	$35.0 million aggregate principal amount of 7.750% Notes due 2032 (the “2032 Notes”)

	•	$190.0 million aggregate principal amount of 7.600% Notes due 2028 (the “2028 Notes”)

	•	Approximately $13.6 million aggregate principal amount of 7.150% Notes due 2027 (the “2027 Notes”)

	•	Approximately $117.8 million aggregate principal amount of 5.950% Notes due 2017 (the “2017 II Notes”)

	•	Approximately $87.3 million aggregate principal amount of 7.500% Notes due 2017 (the “2017 Notes”)

	•	Approximately $160.2 million aggregate principal amount of 5.750% Notes due 2016 (the “2016 Notes”)

	•	Approximately $91.9 million aggregate principal amount of 6.420% Notes due 2014 (the “2014 Notes”); (see Note 21 to the Consolidated Financial Statements)

	•	Approximately $77.8 million aggregate principal amount of 6.875% Notes due 2012 (the “2012 Notes”); (see Note 21 to the Consolidated Financial Statements)

	•	$146.9 million aggregate principal amount of 4.625% Notes due 2011 (the “2011 Exchangeable Notes”)

	•	Approximately $70.8 million aggregate principal amount of 7.375% Notes due 2011 (the “2011 Notes”); (see Note 21 to the Consolidated Financial Statements)

	•	$324.8 million in mortgage loans payable, in the aggregate, due between December 2010 and January 2020 on certain of our mortgage loans payable.


	•	a $500.0 million Unsecured Line of Credit under which we may borrow to finance the acquisition of additional properties and for other corporate purposes, including working capital.

The Unsecured Line of Credit provides for the repayment of principal in a lump-sum or “balloon” payment at maturity in 2012. As of December 31, 2009, $455.2 million was outstanding under the Unsecured Line of Credit at a weighted average interest rate of 1.256%.

Our ability to make required payments of principal on outstanding indebtedness, whether at maturity or otherwise, may depend on our ability either to refinance the applicable indebtedness or to sell properties. We have no commitments to refinance the 2011 Notes, the 2011 Exchangeable Notes, the 2012 Notes, the 2014 Notes, the 2016 Notes, the 2017 Notes, the 2017 II Notes, the 2027 Notes, the 2028 Notes, the 2032 Notes, the Unsecured Line of Credit or the mortgage loans. Our existing mortgage loan obligations are secured by our properties and therefore such obligations will permit the lender to foreclose on those properties in the event of a default.

There is no limitation on debt in the Consolidated Operating Partnership’s organizational documents.

As of December 31, 2009, our ratio of debt to our total market capitalization was 75.8%. We compute that percentage by calculating our total consolidated debt as a percentage of the aggregate market value of all outstanding shares of the Company’s common stock, assuming the exchange of all of our limited partnership units for the Company’s common stock, plus the aggregate stated value of all outstanding shares of preferred stock and total consolidated debt. Our organizational documents do not contain any limitation on the amount or percentage of indebtedness we may incur. Accordingly, we could become more highly leveraged, resulting in an increase in debt service that could adversely affect our ability to make expected distributions to unitholders and in an increased risk of default on our obligations.

Rising interest rates on the Consolidated Operating Partnership’s Unsecured Line of Credit could decrease the Consolidated Operating Partnership’s available cash.

Our Unsecured Line of Credit bears interest at a floating rate. As of December 31, 2009, our Unsecured Line of Credit had an outstanding balance of $455.2 million at a weighted average interest rate of 1.256%. Our Unsecured Line of Credit presently bears interest at the prime rate plus 0.15% or at the LIBOR plus 1.0%, at our election. Based on the outstanding balance on our Unsecured Line of Credit as of December 31, 2009, a 10% increase in interest rates would increase interest expense by $0.5 million on an annual basis. Increases in the interest rate payable on balances outstanding under our Unsecured Line of Credit would decrease our cash available for distribution to unitholders.

The Consolidated Operating Partnership’s mortgages may impact its ability to sell encumbered properties on advantageous terms or at all.

As part of our plan to enhance liquidity and pay down our debt, we have originated numerous mortgage financings and we are in active discussions with various lenders regarding the origination of additional mortgage financings. Certain of our mortgages contain, and it is anticipated that some future mortgages will contain, substantial prepayment premiums which we would have to pay upon the sale of a property, thereby reducing the net proceeds to us from the sale of any such property. As a result, our willingness to sell certain properties and the price at which we may desire to sell a property may be impacted by the terms of any mortgage financing encumbering a property. If we are unable to sell properties on favorable terms or redeploy the proceeds of property sales in accordance with our business strategy, then our financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, our common stock could be adversely affected.

Adverse market and economic conditions could cause us to recognize additional impairment charges.

We regularly review our real estate assets for impairment indicators, such as a decline in a property’s occupancy rate. If we determine that indicators of impairment are present, we review the properties affected by these indicators to determine whether an impairment charge is required. We use considerable judgment in

making determinations about impairments, from analyzing whether there are indicators of impairment to the assumptions used in calculating the fair value of the investment. Accordingly, our subjective estimates and evaluations may not be accurate, and such estimates and evaluations are subject to change or revision.

Ongoing adverse market and economic conditions and market volatility will likely continue to make it difficult to value the real estate assets owned by us as well as the value of our interests in unconsolidated joint ventures. There may be significant uncertainty in the valuation, or in the stability of the cash flows, discount rates and other factors related to such assets due to the adverse market and economic conditions that could result in a substantial decrease in their value. We may be required to recognize additional asset impairment charges in the future, which could materially and adversely affect our business, financial condition and results of operations.

Earnings and cash dividends, asset value and market interest rates affect the price of the Company’s common stock.

As a REIT, the market value of the Company’s common stock, in general, is based primarily upon the market’s perception of the Company’s growth potential and its current and potential future earnings and cash dividends. The market value of the Company’s common stock is based secondarily upon the market value of the Company’s underlying real estate assets. For this reason, shares of the Company’s common stock may trade at prices that are higher or lower than the Company’s net asset value per share. To the extent that the Company retains operating cash flow for investment purposes, working capital reserves, or other purposes, these retained funds, while increasing the value of the Company’s underlying assets, may not correspondingly increase the market price of the Company’s common stock. The Company’s failure to meet the market’s expectations with regard to future earnings and cash dividends likely would adversely affect the market price of the Company’s common stock. Further, the distribution yield on the common stock (as a percentage of the price of the common stock) relative to market interest rates may also influence the price of the Company’s common stock. An increase in market interest rates might lead prospective purchasers of the Company’s common stock to expect a higher distribution yield, which would adversely affect the market price of the Company’s common stock.

The Consolidated Operating Partnership may incur unanticipated costs and liabilities due to environmental problems.

Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be liable for the costs ofclean-up of certain conditions relating to the presence of hazardous or toxic materials on, in or emanating from a property, and any related damages to natural resources. Environmental laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic materials. The presence of such materials, or the failure to address those conditions properly, may adversely affect the ability to rent or sell the property or to borrow using the property as collateral. Persons who dispose of or arrange for the disposal or treatment of hazardous or toxic materials may also be liable for the costs ofclean-up of such materials, or for related natural resource damages, at or from an off-site disposal or treatment facility, whether or not the facility is owned or operated by those persons. No assurance can be given that existing environmental assessments with respect to any of our properties reveal all environmental liabilities, that any prior owner or operator of any of the properties did not create any material environmental condition not known to us or that a material environmental condition does not otherwise exist as to any of our properties. In addition, changes to existing environmental regulation to address, among other things, climate change, could increase the scope of our potential liabilities.

The Consolidated Operating Partnership’s insurance coverage does not include all potential losses.

We currently carry comprehensive insurance coverage including property, boiler & machinery, liability, fire, flood, terrorism, earthquake, extended coverage and rental loss as appropriate for the markets where each of our properties and their business operations are located. The insurance coverage contains policy specifications and insured limits customarily carried for similar properties and business activities. We believe our properties are adequately insured. However, there are certain losses, including losses from earthquakes,

hurricanes, floods, pollution, acts of war, acts of terrorism or riots, that are not generally insured against or that are not generally fully insured against because it is not deemed to be economically feasible or prudent to do so. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, we could experience a significant loss of capital invested and potential revenues from these properties, and could potentially remain obligated under any recourse debt associated with the property.

The Consolidated Operating Partnership is subject to risks and liabilities in connection with its investments in properties through Joint Ventures.

As of December 31, 2009, six of our Joint Ventures owned approximately 22.6 million square feet of properties. As of December 31, 2009, our net investment in Joint Ventures was $5.8 million in the aggregate, and for the year ended December 31, 2009, our Equity in Net Loss of Joint Ventures was $(6.5) million. Our organizational documents do not limit the amount of available funds that we may invest in Joint Ventures and we intend to continue to develop and acquire properties through Joint Ventures with other persons or entities when warranted by the circumstances. Joint venture investments, in general, involve certain risks, including:


	•	co-members or joint venturers may share certain approval rights over major decisions;

	•	co-members or joint venturers might fail to fund their share of any required capital commitments;

	•	co-members or joint venturers might have economic or other business interests or goals that are inconsistent with our business interests or goals that would affect our ability to operate the property;

	•	co-members or joint venturers may have the power to act contrary to our instructions, requests, policies or objectives, including our current policy with respect to maintaining the Company’s qualification as a real estate investment trust;

	•	the joint venture agreements often restrict the transfer of a member’s or joint venturer’s interest or “buy-sell” or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;

	•	disputes between us and our co-members or joint venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and subject the properties owned by the applicable joint venture to additional risk; and

	•	we may in certain circumstances be liable for the actions of our co-members or joint venturers.

The occurrence of one or more of the events described above could adversely affect the Company’s financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, its common stock.

In addition, joint venture investments in real estate involve all of the risks related to the ownership, acquisition, development, sale and financing of real estate discussed in the risk factors above. To the extent the Company’s investments in Joint Ventures are adversely affected by such risks, the Company’s financial condition, results of operations, cash flow and ability to pay dividends on, and the market price of, its common stock could be adversely affected.

We are subject to risks associated with our international operations.

Under our market strategy, we plan to acquire and develop properties in Canada. Our international operations will be subject to risks inherent in doing business abroad, including:


	•	exposure to the economic fluctuations in the locations in which we invest;

	•	difficulties and costs associated with complying with a wide variety of complex laws, treaties and regulations;

	•	revisions in tax treaties or other laws and regulations, including those governing the taxation of our international revenues;


	•	obstacles to the repatriation of earnings and funds;

	•	currency exchange rate fluctuations between the United States dollar and foreign currencies;

	•	restrictions on the transfer of funds; and

	•	national, regional and local political uncertainty.

When we acquire properties located outside of the United States, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. We work to mitigate such risks through extensive diligence and research and associations with experienced partners; however, there can be no guarantee that all such risks will be eliminated.

We also have offices outside of the United States. Our ability to effectively establish, staff and manage these offices is subject to risks associated with employment practices, labor issues, and cultural factors that differ from those with which we are familiar. In addition, we may be subject to regulatory requirements and prohibitions that differ between jurisdictions. To the extent we expand our business globally, we may have difficulty anticipating and effectively managing these and other risks that our international operations may face, which may adversely affect our business outside the United States and our financial condition and results of operations.


Item 1B.	*Unresolved SEC Comments*

None.


Item 2.	*Properties*

General

At December 31, 2009, the Company owned 783 in-service industrial properties (711 of which were owned by the Consolidated Operating Partnership and 72 of which were owned by the Other Real Estate Partnerships) containing an aggregate of approximately 69.2 million square feet of GLA (61.3 million square feet of which comprised the properties owned by the Consolidated Operating Partnership and 7.9 million square feet of which comprised the properties owned by the Other Real Estate Partnerships) in 28 states in the United States and one province in Canada, with a diverse base of approximately 1,800 tenants engaged in a wide variety of businesses, including manufacturing, retail, wholesale trade, distribution and professional services. The average annual rental per square foot on a portfolio basis, calculated at December 31, 2009, was $4.53. The properties are generally located in business parks that have convenient access to interstate highwaysand/or rail and air transportation. The weighted average age of our properties on a combined basis as of December 31, 2009 was approximately 20 years. We maintain insurance on our properties that we believe is adequate.

We classify our 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, we have used what we believe is the most dominant characteristic to categorize the property.

The following describes, generally, the different industrial categories:


	•	Light industrial properties are of less than 100,000 square feet, have a ceiling height of16-21 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 the area occupied by the building.

	•	Bulk warehouse buildings 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 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 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 at least 50% of manufacturing space and have a land use ratio of 4:1.

The following tables summarize certain information as of December 31, 2009, with respect to the in-service properties owned by the Consolidated Operating Partnership, each of which is wholly-owned.

Consolidated Operating Partnership
Property Summary


	Light Industrial				R&D/Flex				Bulk Warehouse				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

Atlanta, GA		666,544		11		140,538		3		3,319,270		12		295,918		4		847,950		4
Baltimore, MD		695,752		12		115,985		4		683,135		4		—		—		171,000		1
Central PA		146,990		2		—		—		2,741,350		4		—		—		—		—
Chicago, IL		744,116		13		248,090		4		2,339,612		13		172,851		4		421,000		2
Cincinnati, OH		893,839		10		—		—		1,103,830		4		51,070		1		—		—
Cleveland, OH		—		—		—		—		1,317,799		7		—		—		—		—
Columbus, OH		217,612		2		—		—		2,666,547		8		—		—		—		—
Dallas, TX		2,301,003		41		511,075		19		2,470,542		18		677,433		10		128,478		1
Denver, CO		1,276,308		23		1,053,097		24		290,098		2		343,516		5		—		—
Detroit, MI		2,119,538		81		464,026		15		470,745		5		759,851		18		116,250		1
Houston, TX		289,407		6		132,997		6		2,041,527		12		446,318		6		—		—
Indianapolis, IN		860,781		17		38,200		3		1,406,542		7		162,710		4		71,600		2
Inland Empire, CA		66,934		1		—		—		804,355		3		—		—		—		—
Los Angeles, CA		514,193		12		184,064		2		749,008		5		199,555		3		—		—
Miami, FL		88,820		1		—		—		142,804		1		281,626		6		—		—
Milwaukee, WI		431,508		9		—		—		1,626,409		6		90,089		1		—		—
Minneapolis/St. Paul, MN		1,220,776		13		172,862		2		2,095,407		11		323,805		4		231,202		3
N. New Jersey		659,849		11		289,967		6		329,593		2		—		—		—		—
Nashville, TN		205,205		3		—		—		1,555,112		5		—		—		109,058		1
Philadelphia, PA		—		—		—		—		110,422		1		21,512		1		—		—
Phoenix, AZ		38,560		1		—		—		710,403		5		354,327		5		—		—
S. New Jersey		627,680		5		—		—		281,100		2		158,867		2		—		—
Salt Lake City, UT		583,301		34		146,937		6		279,179		1		—		—		—		—
San Diego, CA		213,538		8		—		—		—		—		108,701		3		—		—
Seattle, WA		—		—		—		—		100,611		1		139,435		2		—		—
St. Louis, MO		823,655		11		—		—		1,483,295		5		—		—		—		—
Tampa, FL		234,679		7		543,742		24		209,500		1		—		—		—		—
Toronto, ON		57,540		1		—		—		559,773		2		—		—		—		—
Other(a)		597,547		5		40,000		1		1,651,456		9		—		—		425,017		2

Total		16,575,675		340		4,081,580		119		33,539,424		156		4,587,584		79		2,521,555		17


(a)		Properties are located in Abilene, TX, Wichita, KS, Grand Rapids, MI, Orlando, FL, Horn Lake, MS, Shreveport, LA, Kansas City, MO, San Antonio, TX, Birmingham, AL, Omaha, NE, Jefferson County, KY, Greenville, KY and Sumner, IA.

Consolidated Operating Partnership
In Service Property Summary Totals


	Totals
					Average			GLA as a%			Encumbrances
			Number of		Occupancy at			of Total			at 12/31/09
Metropolitan Area	GLA		Properties		12/31/08			Portfolio			($ in 000s)(b)

Atlanta, GA		5,270,220		34		72	%		8.6	%	$	29,295
Baltimore, MD		1,665,872		21		78	%		2.7	%		7,950
Central PA		2,888,340		6		73	%		4.7	%		13,538
Chicago, IL		3,925,669		36		77	%		6.4	%		23,453
Cincinnati, OH		2,048,739		15		81	%		3.4	%		—
Cleveland, OH		1,317,799		7		100	%		2.2	%		—
Columbus, OH		2,884,159		10		77	%		4.7	%		—
Dallas, TX		6,088,531		89		77	%		9.9	%		29,982
Denver, CO		2,963,019		54		86	%		4.8	%		23,744
Detroit, MI		3,930,410		120		86	%		6.4	%		—
Houston, TX		2,910,249		30		96	%		4.7	%		21,035
Indianapolis, IN		2,539,833		33		89	%		4.2	%		8,531
Inland Empire, CA		871,289		4		33	%		1.4	%		—
Los Angeles, CA		1,646,820		22		89	%		2.7	%		32,540
Miami, FL		513,250		8		42	%		0.9	%		—
Milwaukee, WI		2,148,006		16		90	%		3.5	%		32,911
Minneapolis/St. Paul, MN		4,044,052		33		79	%		6.6	%		42,280
N. New Jersey		1,279,409		19		90	%		2.1	%		16,188
Nashville, TN		1,869,375		9		86	%		3.0	%		6,107
Philadelphia, PA		131,934		2		100	%		0.2	%		3,556
Phoenix, AZ		1,103,290		11		69	%		1.8	%		4,199
S. New Jersey		1,067,647		9		73	%		1.8	%		8,667
Salt Lake City, UT		1,009,417		41		87	%		1.6	%		10,567
San Diego, CA		322,239		11		91	%		0.5	%		2,237
Seattle, WA		240,046		3		100	%		0.4	%		6,499
St. Louis, MO		2,306,950		16		89	%		3.8	%		29,393
Tampa, FL		987,921		32		77	%		1.6	%		9,859
Toronto, ON		617,313		3		76	%		1.0	%		—
Other(a)		2,714,020		17		81	%		4.4	%		7,360

Total or Average		61,305,818		711		81	%		100	%	$	369,891


(a)		Properties are located in Abilene, TX, Wichita, KS, Grand Rapids, MI, Orlando, FL, Horn Lake, MS, Shreveport, LA, Kansas City, MO, San Antonio, TX, Birmingham, AL, Omaha, NE, Jefferson County, KY, Greenville, KY and Sumner, IA.

(b)		Certain properties are pledged as collateral under our secured financings at December 31, 2009 (see Note 7 to the Consolidated Financial Statements). For purposes of this table, the total principal balance of a


		secured financing that is collateralized by a pool of properties is allocated among the properties in the pool based on each property’s investment balance. In addition to the amounts included in the table, we also have a $0.9 million encumbrance which is secured by a letter of credit.

Property Acquisition & Development Activity

During 2009, we acquired one land parcel for an aggregate purchase price of approximately $0.2 million. During 2009, we placed in-service 14 developments totaling approximately 4.0 million square feet of GLA at a total cost of approximately $217.9 million, or approximately $54.48 per square foot. The developments placed in-service have the following characteristics:


					Occupancy
Metropolitan Area	GLA		Property Type		at 12/31/09

Baltimore, MD		300,000		Bulk Warehouse		21.0%
Central PA		300,000		Bulk Warehouse		0.0%
Central PA		1,279,530		Bulk Warehouse		63.4%
Dallas, TX		435,179		Bulk Warehouse		35.4%
Denver, CO		33,413		Light Industrial		66.7%
Denver, CO		39,434		Light Industrial		81.9%
Denver, CO		33,419		Light Industrial		77.9%
Denver, CO		37,043		R&D/Flex		100.0%
Indianapolis, IN		71,281		Light Industrial		50.0%
Los Angeles, CA		141,100		Bulk Warehouse		0.0%
Miami, FL		88,820		Light Industrial		18.9%
Milwaukee, WI		388,800		Bulk Warehouse		100.0%
Minneapolis/St. Paul, MN		133,166		Bulk Warehouse		78.2%
Nashville, TN		700,000		Bulk Warehouse		100%

Total		3,981,185

Property Sales

During 2009, we sold 12 industrial properties totaling approximately 1.8 million square feet of GLA and several land parcels. Total gross sales proceeds approximated $90.3 million. The 12 industrial properties sold have the following characteristics:


	Number of
Metropolitan Area	Properties		GLA		Property Type

Baltimore, MD		1		71,572	Light Industrial
Columbus, OH		1		307,200	Bulk Warehouse
Dallas, TX		1		20,045	Light Industrial
Denver, CO		1		126,384	Manufacturing
Indianapolis, IN		3		628,400	Bulk Warehouse/Light Industrial
Los Angeles, CA		1		100,000	Bulk Warehouse
Phoenix, AZ		1		82,288	Regional Warehouse
Salt Lake City, UT		1		81,000	Light Industrial
S. New Jersey		1		52,800	Light Industrial
Toronto, ON		1		342,830	Bulk Warehouse

Total		12		1,812,519

Property Acquisitions, Developments and Sales Subsequent to Year End

From January 1, 2010 to February 26, 2010, we sold two industrial properties comprising approximately 0.2 million square feet of GLA and several land parcels. Gross proceeds from the sale of the two industrial properties and several land parcels were approximately $27.4 million. There were no industrial properties acquired during this period.

Tenant and Lease Information

We have a diverse base of approximately 1,800 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 six years and provide for periodic rent increases that are either fixed or based on changes in the Consumer Price Index. Industrial tenants typically have net orsemi-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, 2009, approximately 81% of the GLA of our in-service properties was leased, and no single tenant or group of related tenants accounted for more than 2.6% of the Consolidated Operating Partnerships’ and Other Real Estate Partnerships’ combined rent revenues, nor did any single tenant or group of related tenants occupy more than 2.0% of the Consolidated Operating Partnership’s and Other Real Estate Partnership’s combined total GLA of our in-service properties as of December 31, 2009.

Lease Expirations(1)

The following table shows scheduled lease expirations for all leases for our in service properties as of December 31, 2009.


	Number of				Percentage of			Annual Base Rent		Percentage of Total
	Leases		GLA		GLA			Under Expiring		Annual Base Rent
Year of Expiration(1)	Expiring		Expiring(2)		Expiring(2)			Leases		Expiring
	(In thousands)

2010		557		10,451,865		21	%	$	46,497		21	%
2011		394		8,159,004		16	%		40,972		18	%
2012		336		7,115,833		14	%		33,100		15	%
2013		220		5,227,541		11	%		27,283		12	%
2014		155		6,106,337		12	%		24,929		11	%
2015		91		3,032,504		6	%		12,505		6	%
2016		35		2,548,755		5	%		9,893		4	%
2017		19		988,858		2	%		5,218		2	%
2018		21		1,157,413		2	%		5,355		2	%
2019		15		793,170		2	%		4,499		2	%
Thereafter		19		3,894,574		9	%		13,822		7	%

Total		1,862		49,475,854		100	%	$	224,073		100	%


(1)		Includes leases that expire on or after December 31, 2009 and assumes tenants do not exercise existing renewal, termination or purchase options.

(2)		Does not include existing vacancies of 11,829,964 aggregate square feet.

(3)		Annualized base rent is calculated as monthly base rent (cash basis) per the terms of the lease, as of December 31, 2009, multiplied by 12. If free rent is granted, then the first positive rent value is used. Leases denominated in foreign currencies are translated using the currency exchange rate at December 31, 2009.


Item 3.	*Legal Proceedings*

We are 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 our results of operations, financial position or liquidity.


Item 4.	*Reserved*

None.

PART II


Item 5.	*Market for Registrant’s Partners’ Capital, Related Partner Matters and Issuer Purchases of Equity Securities*

There is no established public trading market for the general partner and limited partner Units. As of February 26, 2010, there were 187 holders of record of general partner and limited partner Units.

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


	Distribution
Quarter Ended	Declared

December 31, 2009	$	0.00
September 30, 2009	$	0.00
June 30, 2009	$	0.00
March 31, 2009	$	0.00
December 31, 2008	$	0.25
September 30, 2008	$	0.72
June 30, 2008	$	0.72
March 31, 2008	$	0.72

Our ability to make distributions depends on a number of factors, including our 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, our general partner, after the priority distributions required under our partnership agreement have been made with respect to Preferred Units out of any funds legally available for that purpose. For 2010, we intend to make per Unit distributions equivalent to the per share distributions the Company is required to make to meet its minimum distribution requirements as a REIT.

During 2009, the Operating Partnership did not issue any Units.

Subject tolock-up periods and certain adjustments, Units of the Operating Partnership are redeemable for common stock of the Company on aone-for-one basis or cash at the option of the Company. Prior requests for redemption have generally been fulfilled with shares of common stock of the Company and we intend to continue this practice. If each Unit of the Operating Partnership were redeemed as of December 31, 2009, the Company could satisfy its redemption obligation by making an aggregate cash payment of $28.2 million or by issuing 5,390,737 shares of its common stock.


Item 6.	*Selected Financial Data*

The following sets forth selected financial and operating data for the Consolidated Operating Partnership on a historical consolidated basis. The following data should be read in conjunction with the Consolidated Financial Statements and Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in thisForm 10-K. The historical statements of operations for the years ended December 31, 2009, 2008, 2007, 2006 and 2005 include our results of operations as derived from our audited financial statements, adjusted for discontinued operations and implementation of new guidance relating to business combinations, convertible debt and participating securities. The results of operations of properties sold are presented in discontinued operations if such properties met both of the

following criteria: (a) the operations and cash flows of the property have been (or will be) eliminated from our ongoing operations as a result of the disposition and (b) we will not have any significant involvement in the operations of the property after the disposal transaction. The historical balance sheet data and other data as of December 31, 2009, 2008, 2007, 2006 and 2005 include our balances as derived from our audited financial statements.


				(As Adjusted)			(As Adjusted)			(As Adjusted)			(As Adjusted)
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	12/31/09			12/31/08			12/31/07			12/31/06			12/31/05
	(In thousands, except per unit and property data)

Statement of Operations Data:
Total Revenues	$	369,729		$	474,350		$	332,967		$	262,847		$	214,212
Interest Income		3,100			3,471			1,790			947			1,075
Mark-to-Market Gain (Loss) on Interest Rate Protection Agreements		3,667			(3,073	)		—			(3,112	)		811
Property Expenses		(112,210	)		(108,731	)		(96,901	)		(87,497	)		(70,522	)
General and Administrative Expense		(37,567	)		(84,105	)		(92,005	)		(76,633	)		(54,846	)
Restructuring Costs		(7,806	)		(26,711	)		—			—			—
Impairment of Real Estate		(6,934	)		—			—			—			—
Interest Expense		(114,786	)		(113,139	)		(120,894	)		(121,525	)		(108,164	)
Amortization of Deferred Financing Costs		(3,006	)		(2,840	)		(3,171	)		(2,654	)		(2,122	)
Depreciation and Other Amortization		(131,675	)		(139,920	)		(116,234	)		(97,986	)		(70,111	)
Construction Expenses		(52,720	)		(139,539	)		(34,553	)		(10,263	)		(15,574	)
Gain (Loss) from Early Retirement of Debt		34,562			2,749			(393	)		—			82
Equity in Income of Other Real Estate Partnerships		18,516			49,759			26,249			33,531			48,212
Equity in (Loss) Income of Joint Ventures		(6,470	)		(33,178	)		29,958			30,671			3,698
Income Tax Benefit		25,155			12,958			11,208			10,094			14,334

Loss from Continuing Operations		(18,445	)		(107,949	)		(61,979	)		(61,580	)		(38,915	)
Income from Discontinued Operations (Including Gain on Sale of Real Estate of $21,014, $136,384, $237,368, $196,622 and $102,926 for the Years Ended December 31, 2009, 2008, 2007, 2006, and 2005, respectively)		24,418			148,095			268,193			234,401			144,211
Provision for Income Taxes Allocable to Discontinued Operations (Including $1,462, $3,732, $36,032, $47,511 and $20,529 allocable to Gain on Sale of Real Estate for the Years ended December 31, 2009, 2008, 2007, 2006, and 2005, respectively)		(1,816	)		(4,887	)		(38,673	)		(51,312	)		(23,895	)
Gain on Sale of Real Estate		313			12,061			7,879			6,195			28,686
Provision for Income Taxes Allocable to Gain on Sale of Real Estate		(143	)		(3,782	)		(3,082	)		(2,119	)		(10,871	)

Net Income		4,327			43,538			172,338			125,585			99,216
Preferred Unit Distributions		(19,516	)		(19,428	)		(21,320	)		(21,424	)		(10,688	)
Redemption of Preferred Units		—			—			(2,017	)		(672	)		—

Net (Loss) Income Available to Unitholders and Participating Securities	$	(15,189	)	$	24,110		$	149,001		$	103,489		$	88,528

Basic and Diluted Earnings Per Weighted Average Units Outstanding:
Loss from Continuing Operations Available to Unitholders	$	(0.70	)	$	(2.41	)	$	(1.59	)	$	(1.57	)	$	(0.65	)

Net (Loss) Income Available to Unitholders	$	(0.28	)	$	0.44		$	2.89		$	2.00		$	1.77

Distributions Per Unit	$	0.00		$	2.410		$	2.850		$	2.810		$	2.785

Basic and Diluted Weighted Average Number of Units Outstanding		54,261			49,456			50,597			50,703			48,968

Net Income	$	4,327		$	43,538		$	172,338		$	125,585		$	99,216
Other Comprehensive Income:
Reclassification of Settlement of Interest Rate Protection Agreements to Net Income		—			—			—			—			(159	)


				(As Adjusted)			(As Adjusted)			(As Adjusted)			(As Adjusted)
	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	12/31/09			12/31/08			12/31/07			12/31/06			12/31/05
	(In thousands, except per unit and property data)

Mark-to-Market of Interest Rate Protection Agreements and Interest Rate Swap Agreements, Net of Tax		(383	)		(8,676	)		3,819			(2,800	)		(1,414	)
Amortization of Interest Rate Protection Agreements		796			(792	)		(916	)		(912	)		(1,085	)
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements		523			831			—			—			—
Settlement of Interest Rate Protection Agreements		—			—			(4,261	)		(1,729	)		—
Foreign Currency Translation Adjustment, Net of Tax		1,486			(2,748	)		2,134			—			—

Other Comprehensive Income	$	6,749		$	32,153		$	173,114		$	120,144		$	96,558

Balance Sheet Data (End of Period):
Real Estate, Before Accumulated Depreciation	$	2,965,091		$	3,014,530		$	2,913,267		$	2,826,588		$	2,896,937
Real Estate, After Accumulated Depreciation		2,444,070			2,559,228			2,476,755			2,424,091			2,541,182
Real Estate Held for Sale, Net		29,154			21,117			37,875			115,961			16,840
Investment in and Advances to Other Real Estate Partnerships		307,806			344,800			408,849			371,390			378,864
Total Assets		3,200,410			3,240,800			3,300,998			3,235,182			3,230,465
Mortgage and Other Loans Payable, Net, Unsecured Lines of Credit and Senior Unsecured Debt, Net		1,966,167			2,032,635			1,940,747			1,827,155			1,811,322
Total Liabilities		2,117,119			2,241,164			2,213,017			2,044,203			2,016,827
Partners’ Capital		1,083,291			999,636			1,087,981			1,190,979			1,213,638
Other Data:
Cash Flow From Operating Activities	$	139,616		$	63,424		$	106,005		$	66,898		$	82,831
Cash Flow From Investing Activities		37,554			14,556			113,844			119,866			(404,742	)
Cash Flow From Financing Activities		1,257			(79,754	)		(230,277	)		(178,451	)		325,653
Total In-Service Properties		711			658			711			764			786
Total In-Service GLA, in Square Feet		61,305,818			53,174,242			55,377,696			60,306,452			61,674,426
In-Service Occupancy Percentage		81	%		91	%*		95	%*		94	%*		92	%*


*		Percentage is calculated under the in-service definition in place as of the respective year end.


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 Data” and the Consolidated Financial Statements and Notes thereto appearing elsewhere in thisForm 10-K.

In addition, the following discussion contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend 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 are including this statement for purposes of complying with those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “seek,” “target,” “potential,” “focus,” “may,” “should” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a materially adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in national, international, regional and local economic conditions generally and real estate markets specifically; changes in legislation/regulation (including changes to laws governing the taxation of REITs) and actions of regulatory authorities (including the IRS); the availability and attractiveness of financing (including both public and private capital) to us and to our potential counterparties; the availability and attractiveness of terms of additional debt repurchases; interest rates; our credit agency ratings; our ability to comply with applicable financial covenants; competition; changes in supply and demand for industrial properties (including land, the supply and demand for which is inherently more volatile than other types of industrial property) in the Company’s current and

proposed market areas; difficulties in consummating acquisitions and dispositions; risks related to our investments in properties through joint ventures; environmental liabilities; slippages in development orlease-up schedules; tenant creditworthiness;higher-than-expected costs; changes in asset valuations and related impairment charges; changes in general accounting principles, policies and guidelines applicable to REITs; international business risks and those additional factors described in Item 1A, “Risk Factors” and in our other filings with the Securities and Exchange Commission (the “SEC”). We caution you not to place undue reliance on forward looking statements, which reflect our outlook only and speak only as of the date of this report or the dates indicated in the statements. We assume no obligation to update or supplement forward-looking statements.

The Operating Partnership is the sole stockholder of First Industrial Investment, Inc., a taxable REIT subsidiary (the “TRS”), and the Operating Partnership or the TRS is the sole member of several limited liability companies (the “L.L.C.s”, and, together with the Operating Partnership and the TRS, the “Consolidated Operating Partnership”), the operating data of which is consolidated with that of the Operating Partnership. We hold at least a 99% 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 FI Development Services, L.P. and wholly owned L.L.C.s (together, the “Other Real Estate Partnerships”). The Other Real Estate Partnerships’ operating data is presented on a combined basis, separate from that of the Consolidated Operating Partnership.

We also own noncontrolling equity interests in, and provide asset and property management services to, seven joint ventures whose purpose is to invest in industrial properties (the “2003 Net Lease Joint Venture,” the “2005 Development/Repositioning Joint Venture,” the “2005 Core Joint Venture,” the “2006 Net Lease Co-Investment Program,” the “2006 Land/Development Joint Venture”, the “2007 Canada Joint Venture,” and the “2007 Europe Joint Venture”; together the “Joint Ventures”). The Joint Ventures are accounted for under the equity method of accounting. The 2007 Europe Joint Venture does not own any properties.

The operating data of our Joint Ventures is not consolidated with that of the Operating Partnership as presented herein.

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.

Our financial statements report the L.L.C.s and the TRS on a consolidated basis and the Other Real Estate Partnerships and the Joint Ventures are accounted for under the equity method of accounting. Profits, losses and distributions of the Operating Partnership, the L.L.C.s and the Other Real Estate Partnerships are allocated to the general partner and the limited partners, or members, as applicable, in accordance with the provisions contained in 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, 2009, we owned 711 in-service industrial properties, containing an aggregate of approximately 61.3 million square feet of GLA. On a combined basis, as of December 31, 2009, the Other Real Estate Partnerships owned 72 in-service industrial properties, containing an aggregate of approximately

7.9 million square feet of GLA. Of the 72 industrial properties owned by the Other Real Estate Partnerships at December 31, 2009, 22 are held by the Financing Partnership, 18 are held by the Pennsylvania Partnership, nine are held by the Securities Partnership, 10 are held by the Mortgage Partnership, seven are held by the Harrisburg Partnership, four are held by the Indianapolis Partnership, one is held by TK-SV, LTD and one is held by FI Development Services, L.P.

We believe our financial condition and results of operations are, primarily, a function of our performance and our Joint Ventures’ performance in four key areas: leasing of industrial properties, acquisition and development of additional industrial properties, disposition of properties, debt reduction and access to external capital.

We generate revenue primarily from rental income and tenant recoveries from long-term (generally three to six years) operating leases of our industrial properties and our Joint Ventures’ industrial properties. Such revenue is offset by certain property specific operating expenses, such as real estate taxes, repairs and maintenance, property management, utilities and insurance expenses, along with certain other costs and expenses, such as depreciation and amortization costs and general and administrative and interest expenses. Our revenue growth is dependent, in part, on our ability to (i) increase rental income, through increasing either or both occupancy rates and rental rates at our and our Joint Ventures’ properties, (ii) maximize tenant recoveries and (iii) minimize operating and certain other expenses. Revenues generated from rental income and tenant recoveries are a significant source of funds, in addition to income generated from gains/losses on the sale of our properties and our Joint Ventures’ properties (as discussed below), for our liquidity. The leasing of property, in general, and occupancy rates, rental rates, operating expenses and certain non-operating expenses, in particular, are impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The leasing of property also entails various risks, including the risk of tenant default. If we were unable to maintain or increase occupancy rates and rental rates at our properties and our Joint Ventures’ properties or to maintain tenant recoveries and operating and certain other expenses consistent with historical levels and proportions, our revenue would decline. Further, if a significant number of our or our Joint Ventures’ tenants were unable to pay rent (including tenant recoveries) or if our or our Joint Ventures were unable to rent their properties on favorable terms, our financial condition, results of operations, cash flow and the Company’s ability to pay dividends on, and the market price of, the Company’s common stock would be adversely affected.

Our revenue growth is also dependent, in part, on our ability and our Joint Ventures’ ability to acquire existing, and acquire and develop new, additional industrial properties on favorable terms. The Consolidated Operating Partnership itself, and through our various Joint Ventures, seeks to identify opportunities to acquire existing industrial properties on favorable terms, and, when conditions permit, also seeks to identify opportunities to acquire and develop new industrial properties on favorable terms. Existing properties, as they are acquired, and acquired and developed properties, as they are leased, generate revenue from rental income, tenant recoveries and fees, income from which, as discussed above, is a source of funds our distributions. The acquisition and development of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The acquisition and development of properties also entails various risks, including the risk that our investments and our Joint Ventures’ investments may not perform as expected. For example, acquired existing and acquired and developed new properties may not sustainand/or achieve anticipated occupancy and rental rate levels. With respect to acquired and developed new properties, we may not be able to complete construction on schedule or within budget, resulting in increased debt service expense and construction costs and delays in leasing the properties. Also, we, as well as our Joint Ventures, face significant competition for attractive acquisition and development opportunities from other well-capitalized real estate investors, including both publicly-traded REITs and private investors. Further, as discussed below, we and our Joint Ventures may not be able to finance the acquisition and development opportunities we identify. If we were unable to acquire and develop sufficient additional properties on favorable terms or if such investments did not perform as expected, our revenue growth would be limited and our financial condition, results of operations, cash flow and the Company’s ability to pay dividends on, and the market price of, the Company’s common stock would be adversely affected.

We also generate income from the sale of our properties and our Joint Ventures’ properties (including existing buildings, buildings which we or our Joint Ventures have developed or re-developed on a merchant basis and land). The gain/loss on, and fees from, the sale of such properties are included in our income and can be a significant source of funds, in addition to revenues generated from rental income and tenant recoveries, for our operations. Currently, a significant portion of our proceeds from sales are being used to repay outstanding debt. Market conditions permitting, however, a significant portion of our proceeds from such sales may also be used to fund the acquisition of existing, and the acquisition and development of new, industrial properties. The sale of properties is impacted, variously, by property specific, market specific, general economic and other conditions, many of which are beyond our control. The sale of properties also entails various risks, including competition from other sellers and the availability of attractive financing for potential buyers of our and our Joint Ventures’ properties. Further, our ability to sell properties is limited by safe harbor rules applying to REITs under the Code which relate to the number of properties that may be disposed of in a year, their tax bases and the cost of improvements made to the properties, along with other tests which enable a REIT to avoid punitive taxation on the sale of assets. If we and our Joint Ventures were unable to sell properties on favorable terms, our income growth would be limited and our financial condition, results of operations, cash flow and the Company’s ability to pay dividends on, and the market price of, the Company’s common stock would be adversely affected.

We utilize a portion of the net sales proceeds from property sales, borrowings under our unsecured line of credit (the “Unsecured Line of Credit”) and proceeds from the issuance, when and as warranted, of additional debt and equity securities to finance future acquisitions and developments, refinance debt and to fund our equity commitments to our Joint Ventures. Access to external capital on favorable terms plays a key role in our financial condition and results of operations, as it impacts our cost of capital and our ability and cost to refinance existing indebtedness as it matures and to fund acquisitions, developments and contributions to our Joint Ventures or through the issuance, when and as warranted, of additional equity securities. Our ability to access external capital on favorable terms is dependent on various factors, including general market conditions, interest rates, credit ratings on our capital stock and debt, the market’s perception of our growth potential, our current and potential future earnings and cash distributions and the market price of the Company’s capital stock. If we were unable to access external capital on favorable terms, our financial condition, results of operations, cash flow and the Company’s ability to pay dividends on, and the market price of, the Company’s common stock would be adversely affected.

Current Business Risks and Uncertainties

The real estate markets have been significantly impacted by the disruption of the global credit markets. The current recession has resulted in downward pressure on our net operating income and has impaired our ability to sell properties.

Our Unsecured Line of Credit and the indentures under which our senior unsecured indebtedness is, or may be, issued contain certain financial covenants, including, among other things, coverage ratios and limitations on our ability to incur total indebtedness and secured and unsecured indebtedness. Consistent with our prior practice, we will, in the future, continue to interpret and certify our performance under these covenants in a good faith manner that we deem reasonable and appropriate. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders in a manner that could impose and cause us to incur material costs. Any violation of these covenants would subject us to higher finance costs and fees, or accelerated maturities. In addition, our credit facilities and senior debt securities contain certain cross-default provisions, which are triggered in the event that our other material indebtedness is in default. Under the Unsecured Line of Credit, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreement.

notes, which include a number of assumptions, including, among others, assumptions regarding occupancy rates, tenant retention and rental rates as well as internal projections of interest expense and preferred dividends. However, our ability to meet our financial covenants may be reduced if economic and credit market conditions limit our property sales and reduce our net operating income below our projections. We expect to refinance indebtedness maturing in 2010 and to comply with our financial covenants in 2010 and beyond. We plan to enhance our liquidity, and reduce our indebtedness, through a combination of capital retention, mortgage and equity financings, asset sales and debt reduction.


	•	Capital Retention— We plan to retain capital by maintaining a distribution policy that makes per unit distributions equivalent to the per share distributions the Company is required to make to meet its minimum distribution requirements as a REIT. The Operating Partnership did not make distributions in 2009 and may not make distributions in 2010 depending on the Company’s taxable income. If, to maintain its REIT status, the Company is required to pay common stock dividends with respect to 2010, the Company may elect to do so by distributing a combination of cash and common shares and the Operating Partnership would make corresponding distributions in cash and common units. Also, if the Company is not required to pay preferred stock dividends to maintain its REIT status, it may elect to suspend some or all preferred stock dividends for one or more fiscal quarters, which would aid compliance with the fixed charge coverage covenant under our Unsecured Line of Credit. If the Company did elect to suspend some or all preferred stock dividends for one or more fiscal quarters, the Operating Partnership would elect to suspend corresponding preferred stock unit distributions.

	•	Mortgage Financing— During the year ended December 31, 2009, we originated $307.6 million in mortgage financings with maturities ranging from September 2012 to January 2020 and interest rates ranging from 6.42% to 7.87% (see Note 7 to the Consolidated Financial Statements). We believe these mortgage financings comply with all covenants contained in our Unsecured Line of Credit and our senior debt securities, including coverage ratios and total indebtedness, total unsecured indebtedness and total secured indebtedness limitations. We continue to engage various lenders regarding the origination of additional mortgage financings and the terms and conditions thereof. To the extent additional mortgage financing is originated, we expect to use proceeds received to pay down other debt. No assurances can be made that additional mortgage financing will be obtained.

	•	Equity Financing— During the year ended December 31, 2009, the Company sold 3,034,120 shares of its common stock, generating $15.9 million in net proceeds, under the direct stock purchase component of the DRIP. On October 5, 2009, the Company sold in an underwritten public offering 13,635,700 shares of its common stock at a price to the public of $5.25 per share. Total proceeds to the Company, net of underwriters’ discount and total expenses, were $67.8 million (see Note 8 to the Consolidated Financial Statements). These proceeds were contributed to us in exchange for an equivalent number of Units. We may opportunistically access the equity markets again, subject to contractual restrictions, and may continue to issue shares under the direct stock purchase component of the DRIP. To the extent additional equity offerings occur, we expect to use the proceeds received to reduce our indebtedness.

	•	Asset Sales— During the year ended December 31, 2009, we sold 12 industrial properties and several land parcels for gross proceeds of $90.3 million. We are in various stages of discussions with third parties for the sale of additional properties and plan to continue to selectively market other properties for sale throughout 2010. We expect to use sales proceeds to pay down additional debt. If we are unable to sell properties on an advantageous basis, this may impair our liquidity and our ability to meet our financial covenants.

	•	Debt Reduction— During the year ended December 31, 2009, we repurchased $271.5 million of our senior unsecured notes (including $19.3 million of our 2009 Notes prior to their repayment at maturity on June 15, 2009) (see Note 7 to the Consolidated Financial Statements). On February 8, 2010, we consummated a tender offer pursuant to which we purchased $72.7 million of our 2011 Notes, $66.2 million of our 2012 Notes and $21.1 million of our 2014 Notes. In connection with the tender offer, we will recognize approximately $0.4 million as gain on early retirement of debt. We may from


		time to time repay additional amounts of our outstanding debt. Any repayments would depend upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors we consider important. Future repayments may materially impact our liquidity, future tax liability and results of operations.

Although we believe we will be successful in meeting our liquidity needs and maintaining compliance with our debt covenants through a combination of capital retention, mortgage financings, asset sales and debt repurchases, if we were to be unsuccessful in executing one or more of the strategies outlined above, our financial condition and operating results would be materially adversely affected.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in more detail in Note 4 to the consolidated financial statements. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.


	•	We maintain an allowance for doubtful accounts which is based on estimates of potential losses which could result from the inability of our tenants to satisfy outstanding billings with us. The allowance for doubtful accounts is an estimate based on our assessment of the creditworthiness of our tenants.

	•	Properties are classified as held for sale when all criteria within the Financial Accounting Standards Board’s (the “FASB”) guidance relating to the disposal of long lived assets are met for such properties. When properties are classified as held for sale, we cease depreciating the properties and estimate the values of such properties and measure them at the lower of depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify such property as held and used. We estimate the value of such property and measure it at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. Fair value is determined by deducting from the estimated sales price of the property the estimated costs to close the sale.

	•	We review our properties on a periodic basis for possible impairment and provide a provision if impairments are determined. We utilize the guidelines established under the FASB’s guidance for accounting for the impairment of long lived assets to determine if impairment conditions exist. We review the expected undiscounted cash flows of each property to determine if there are any indications of impairment. If the expected undiscounted cash flows of a particular property are less than the net book basis of the property, we will recognize an impairment charge equal to the amount of carrying value of the property that exceeds the fair value of the property. Fair value is determined by discounting the future expected cash flows of the property. The preparation of the undiscounted cashflows and the calculation of the fair value involve subjective assumptions such as estimated occupancy, rental rates, ultimate residual value and hold period. The discount rate used to present value the cash flows for determining fair value is also subjective.

	•	We analyze our investments in Joint Ventures to determine whether the joint venture should be accounted for under the equity method of accounting or consolidated into our financial statements based on standards set forth under the FASB’s guidance relating to the consolidation of variable interest entities. Based on the guidance set forth in these pronouncements, we do not consolidate any of our joint venture investments because either the joint venture has been determined to be a variable interest entity but we are not the primary beneficiary or the joint venture has been determined not to be a variable interest entity and we lack control of the joint venture. Our assessment of whether we are the primary beneficiary of a variable interest entity involves the consideration of various factors including the form of our ownership interest, our representation on the entity’s governing body, the size of our investment and future cash flows of the entity.

	•	On a periodic basis, we assess whether there are any indicators that the value of our investments in Joint Ventures may be impaired. An investment is impaired only if our estimate of the value of the


		investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of subjective assumptions that are subject to economic and market uncertainties including, among others, demand for space, market rental rates and operating costs, the discount rate used to value the cash flows of the properties and the discount rate used to value the Joint Ventures’ debt.


	•	We capitalize (direct and certain indirect) costs incurred in developing, renovating, acquiring and rehabilitating real estate assets as part of the investment basis. Costs incurred in making certain other improvements are also capitalized. During the land development and construction periods, we capitalize interest costs, real estate taxes and certain general and administrative costs of the personnel performing development, renovations or rehabilitation up to the time the property is substantially complete. The determination and calculation of certain costs requires estimates by us. Amounts included in capitalized costs are included in the investment basis of real estate assets.

	•	We are engaged in the acquisition of individual properties as well as multi-property portfolios. We are required to allocate purchase price between land, building, tenant improvements, leasing commissions, in-place leases, tenant relationships and above and below market leases. Above-market and below-market lease values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) our estimate of fair market lease rents for each corresponding in-place lease. Acquired above and below market leases are amortized over the remaining non-cancelable terms of the respective leases as an adjustment to rental income. In-place lease and tenant relationship values for acquired properties are recorded based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the respective tenant. The value allocated to in-place lease intangible assets is amortized to depreciation and amortization expense over the remaining lease term of the respective lease. The value allocated to tenant relationship is amortized to depreciation and amortization expense over the expected term of the relationship, which includes an estimate of the probability of lease renewal and its estimated term. We also must allocate purchase price on multi-property portfolios to individual properties. The allocation of purchase price is based on our assessment of various characteristics of the markets where the property is located and the expected cash flows of the property.

	•	In the preparation of our consolidated financial statements, significant management judgment is required to estimate our current and deferred income tax liabilities, and the Company’s compliance with REIT qualification requirements. Our estimates are based on our interpretation of tax laws. These estimates may have an impact on the income tax expense recognized. Adjustments may be required by a change in assessment of our deferred income tax assets and liabilities, changes due to audit adjustments by federal and state tax authorities, the Company’s inability to qualify as a REIT, and changes in tax laws. Adjustments required in any given period are included within the income tax provision.

	•	In assessing the need for a valuation allowance against our deferred tax assets, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards. In the event we were to determine that we would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made.

RESULTS OF OPERATIONS

Comparison of Year Ended December 31, 2009 to Year Ended December 31, 2008

Our net (loss) income available to unitholders was $(15.2) million and $24.1 million for the years ended December 31, 2009 and 2008, respectively. Basic and diluted net (loss) income available to unitholders were $(0.28) per unit for the year ended December 31, 2009 and $0.44 per unit for the year ended December 31, 2008.

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the years ended December 31, 2009 and December 31, 2008. Same store properties are properties owned prior to January 1, 2008 and held as an operating property through December 31, 2009 and developments and redevelopments that were placed in service prior to January 1, 2008 or were substantially completed for the 12 months prior to January 1, 2008. Properties which are at least 75% occupied at acquisition are placed in service. All other properties are placed in service as they reach the earlier of a) stabilized occupancy (generally defined as 90% occupied), or b) one year subsequent to acquisition or development completion. Acquired properties are properties that were acquired subsequent to December 31, 2007 and held as an operating property through December 31, 2009. Sold properties are properties that were sold subsequent to December 31, 2007. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2008 or b) stabilized prior to January 1, 2008. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Construction revenues and expenses represent revenues earned and expenses incurred in connection with the old TRS acting as general contractor or development manager to construct industrial properties, including industrial properties for the 2006 Development/Repositioning Joint Venture, and also include revenues and expenses related to the development of properties for third parties. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.

Our future financial condition and results of operations, including rental revenues, may be impacted by the future acquisition and sale of properties. Our future revenues and expenses may vary materially from historical rates.

For the years ended December 31, 2009 and December 31, 2008, the occupancy rates of our same store properties were 82.8% and 87.8%, respectively.


	2009			2008			$ Change			% Change
	($ in 000’s)

REVENUES
Same Store Properties	$	257,319		$	274,673		$	(17,354	)		(6.3	)%
Acquired Properties		23,587			13,635			9,952			73.0	%
Sold Properties		5,139			31,198			(26,059	)		(83.5	)%
(Re)Developments and Land, Not Included Above		18,974			11,405			7,569			66.4	%
Other		17,557			28,875			(11,318	)		(39.2	)%

	$	322,576		$	359,786		$	(37,210	)		(10.3	)%
Discontinued Operations		(7,804	)		(32,735	)		24,931			(76.2	)%

Subtotal Revenues	$	314,772		$	327,051		$	(12,279	)		(3.8	)%

Construction Revenues		54,957			147,299			(92,342	)		(62.7	)%

Total Revenues	$	369,729		$	474,350		$	(104,621	)		(22.1	)%

Revenues from same store properties decreased $17.4 million due primarily to a decrease in occupancy and a decrease in tenant recoveries due to a decrease in property expenses. Revenues from acquired properties increased $10.0 million due to the 24 industrial properties acquired subsequent to December 31, 2007 totaling

approximately 3.0 million square feet of GLA, as well as acquisitions of land parcels in September and October 2008 for which we receive ground rents. Revenues from sold properties decreased $26.1 million due to the 101 industrial properties sold subsequent to December 31, 2007 totaling approximately 9.2 million square feet of GLA. Revenues from (re)developments and land increased $7.6 million primarily due to an increase in occupancy. Other revenues decreased $11.3 million due primarily to a decrease in development fees earned from our Joint Ventures and a decrease in fees earned related to us assigning our interest in certain purchase contracts to third parties for consideration. Construction revenues decreased $92.3 million primarily due to the substantial completion of certain development projects for which we were acting in the capacity of development manager, offset by a development project that commenced in August 2008 for which we are acting in the capacity of development manager


	2009			2008			$ Change			% Change
	($ in 000’s)

PROPERTY AND CONSTRUCTION EXPENSES
Same Store Properties	$	85,731		$	90,652		$	(4,921	)		(5.4	)%
Acquired Properties		5,851			2,868			2,983			104.0	%
Sold Properties		1,438			10,032			(8,594	)		(85.7	)%
(Re) Developments and Land, Not Included Above		7,125			5,844			1,281			21.9	%
Other		14,229			10,421			3,808			36.5	%

	$	114,374		$	119,817		$	(5,443	)		(4.5	)%
Discontinued Operations		(2,164	)		(11,086	)		8,922			(80.5	)%

Property Expenses	$	112,210		$	108,731		$	3,479			3.2	%

Construction Expenses		52,720			139,539			(86,819	)		(62.2	)%

Total Property and Construction Expenses	$	164,930		$	248,270		$	(83,340	)		(33.6	)%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance and other property related expenses. Property expenses from same store properties decreased $4.9 million due primarily to a decrease in real estate tax expense and repairs and maintenance expense. Property expenses from acquired properties increased $3.0 million due to properties acquired subsequent to December 31, 2007. Property expenses from sold properties decreased $8.6 million due to properties sold subsequent to December 31, 2007. Property expenses from (re)developments and land increased $1.3 million due to an increase in the substantial completion of developments. Expenses are no longer capitalized to the basis of a property once the development is substantially complete. The $3.8 million increase in other expense is primarily attributable to an increase in incentive compensation. Construction expenses decreased $86.8 million primarily due to the substantial completion of certain development projects for which we were acting in the capacity of development manager, offset by a development project that commenced in August 2008 for which we are acting in the capacity of development manager.

General and administrative expense decreased $46.5 million, or 55.3%, due primarily to a decrease in incentive compensation resulting from the reduction in employee headcount occurring in 2008 and during 2009 as well as a decrease in professional services, marketing, travel and entertainment expenses and costs associated with the pursuit of acquisitions of real estate that were abandoned.

continued reduction of general and administrative expense in 2010 compared to 2009 as a result of the employee terminations and office closings that have been a part of our restructuring plan in 2009.

For the year ended December 31, 2008, we incurred $26.7 million in restructuring charges related to employee severance and benefits ($24.8 million), costs associated with the termination of certain office leases ($1.2 million) and contract cancellation and other costs ($0.7 million) related to our restructuring plan to reduce overhead costs.

In connection with our periodic review of the carrying values of our properties and due to continuing softness of the economy in certain markets, we determined in the third quarter of 2009 that an impairment loss in the amount of $6.9 million should be recorded on one property in the Inland Empire market. The non-cash impairment charge is based upon the difference between the fair value of the property and its carrying value. Additional impairments may be necessary in the future in the event that market conditions continue to deteriorate and impact the factors used to estimate fair value.


	2009			2008			$ Change			% Change
	($ in 000’s)

DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	107,950		$	121,292		$	(13,342	)		(11.0	)%
Acquired Properties		12,227			10,279			1,948			19.0	%
Sold Properties		1,926			9,586			(7,660	)		(79.9	)%
(Re) Developments and Land, Not Included Above		9,616			6,444			3,172			49.2	%
Corporate Furniture, Fixtures and Equipment		2,192			2,257			(65	)		(2.9	)%

	$	133,911		$	149,858		$	(15,947	)		(10.6	)%
Discontinued Operations		(2,236	)		(9,938	)		7,702			(77.5	)%

Total Depreciation and Other Amortization	$	131,675		$	139,920		$	(8,245	)		(5.9	)%

Depreciation and other amortization for same store properties decreased $13.3 million due primarily to accelerated depreciation and amortization taken during the year ended December 31, 2008 attributable to certain tenants who terminated their lease early. Depreciation and other amortization from acquired properties increased $1.9 million due to properties acquired subsequent to December 31, 2007. Depreciation and other amortization from sold properties decreased $7.7 million due to properties sold subsequent to December 31, 2007. Depreciation and other amortization for (re)developments and land and other increased $3.2 million due primarily to an increase in the substantial completion of developments.

Interest income decreased $0.4 million, or 10.7%, due primarily to a decrease in the weighted average interest rate earned on our cash accounts during the year ended December 31, 2009, as compared to the year ended December 31, 2008, partially offset by an increase in the weighted average mortgage loans receivable balance outstanding for the year ended December 31, 2009.

Interest expense increased $1.6 million, or 1.5%, primarily due to an increase in the weighted average debt balance outstanding for the year ended December 31, 2009 ($2,042.0 million), as compared to the year ended December 31, 2008 ($2,026.5 million) and a decrease in capitalized interest for the year ended December 31, 2009 due to a decrease in development activities, partially offset by a decrease in the weighted average interest rate for the year ended December 31, 2009 (5.63%), as compared to the year ended December 31, 2008 (5.97%)

Amortization of deferred financing costs increased $0.2 million, or 5.9%, due primarily to loan fees related to $307.6 million in mortgage loan payables we obtained during the year ended December 31, 2009, partially offset by the write-off of loan fees related to the repurchase and retirement of certain of our senior unsecured debt.

In October 2008, we entered into an interest rate swap agreement (the “Series F Agreement”) to mitigate our exposure to floating interest rates related to the coupon reset of the Company’s Series F Preferred Stock. The Series F Agreement has a notional value of $50.0 million and is effective from April 1, 2009 through October 1, 2013. The Series F Agreement fixes the30-year U.S. Treasury rate at 5.2175%. We recorded $3.2 million in mark to market gain, offset by $0.5 million payments, which is included inMark-to-Market Gain (Loss) on Interest Rate Protection Agreements for the year ended December 31, 2009. We recorded $3.1 million in mark to market loss which is included inMark-to-Market Gain (Loss) on Interest Rate Protection Agreements for the year ended December 31, 2008.

In January 2008, we entered into two forward starting swaps each with a notional value of $59.8 million, which fixed the interest rate on forecasted debt offerings. We designated both swaps as cash flow hedges. The rates on the forecasted debt issuances underlying the swaps locked on March 20, 2009 (the “Forward Starting Agreement 1”) and on April 6, 2009 (the “Forward Starting Agreement 2”), and as such, the swaps ceased to qualify for hedge accounting. The change in value of Forward Starting Agreement 1 and Forward Starting Agreement 2 from the respective day the interest rate on the underlying debt locked until settlement is $1.0 million and is included inMark-to-Market Gain on Interest Rate Protection Agreements for the year ended December 31, 2009.

For the years ended December 31, 2009 and 2008, we recognized a net gain from early retirement of debt of $34.6 million and $2.7 million, respectively, due to the partial repurchase of certain series of our senior unsecured debt.

Equity in income of Other Real Estate Partnerships decreased $31.2 million, or 62.8%, primarily due to a decrease in gain on sale of real estate by the Other Real Estate Partnerships.

Equity in loss of Joint Ventures decreased approximately $26.7 million, or 80.5%, due primarily to a decrease in impairment loss during the year ended December 31, 2009 as compared to the year ended December 31, 2008. During 2008, we recorded impairment losses of $25.8 million, $10.1 million, $3.2 million, $2.2 million and $1.2 million related to the 2005 Development/Repositioning Joint Venture, 2006 Land/Development Joint Venture, the 2005 Core Joint Venture, the 2006 Net Lease Co-Investment Program and the 2003 Net Lease Joint Venture, respectively. During 2009, we recorded impairment losses of $5.6 million and $1.6 million related to the 2006 Net Lease Co-Investment Program and the 2003 Net Lease Joint Venture, respectively. The decrease in impairment loss recorded is offset by a decrease in our pro rata share of gain on sale of real estate and earn outs on property sales from the 2005 Core Joint Venture and from the 2005 Development/Repositioning Joint Venture during the year ended December 31, 2009 as compared to the year ended December 31, 2008.

The income tax benefit (included in continuing operations, discontinued operations and gain on sale) increased $18.9 million, or 440.8%, due primarily to a loss carryback generated from the tax liquidation of the old TRS and a decrease in state income taxes due to the reversal of prior tax expense related to a favorable court decision on business loss carryforwards in the State of Michigan.

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the year ended December 31, 2009 and December 31, 2008.


	2009			2008
	($ in 000’s)

Total Revenues	$	7,804		$	32,735
Property Expenses		(2,164	)		(11,086	)
Depreciation and Amortization		(2,236	)		(9,938	)
Gain on Sale of Real Estate		21,014			136,384
Provision for Income Taxes		(1,816	)		(4,887	)

Income from Discontinued Operations	$	22,602		$	143,208

Income from discontinued operations, net of income taxes, for the year ended December 31, 2009 reflects the results of operations and gain on sale of real estate relating to 12 industrial properties that were sold

during the year ended December 31, 2009 and the results of operations of the five industrial properties identified as held for sale at December 31, 2009.

Income from discontinued operations, net of income taxes, for the year ended December 31, 2008 reflects the results of operations and gain on sale of real estate relating to 88 industrial properties that were sold during the year ended December 31, 2008, the results of operations of 12 industrial properties that were sold during the year ended December 31, 2009 and the results of operations of the five industrial properties identified as held for sale at December 31, 2009.

The $0.3 million gain on sale of real estate for the year ended December 31, 2009 resulted from the sale of several land parcels that do not meet the criteria for inclusion in discontinued operations. The $12.1 million gain on sale of real estate for the year ended December 31, 2008 resulted from the sale of one industrial property and several land parcels that do not meet the criteria for inclusion in discontinued operations.

Comparison of Year Ended December 31, 2008 to Year Ended December 31, 2007

Our net income available to unitholders was $24.1 million and $149.0 million for the years ended December 31, 2008 and 2007, respectively. Basic and diluted net income available to unitholders were $0.44 per unit for the year ended December 31, 2008 and $2.89 per unit for the year ended December 31, 2007.

The tables below summarize our revenues, property expenses and depreciation and other amortization by various categories for the year ended December 31, 2008 and December 31, 2007. Same store properties are properties owned prior to January 1, 2007 and held as an operating property through December 31, 2008 and developments and redevelopments that were placed in service prior to January 1, 2007 or were substantially completed for the 12 months prior to January 1, 2007. Prior to January 1, 2009, properties are placed in service as they reach stabilized occupancy (generally defined as 90% occupied). Acquired properties are properties that were acquired subsequent to December 31, 2006 and held as an operating property through December 31, 2008. Sold properties are properties that were sold subsequent to December 31, 2006. (Re)Developments and land are land parcels and developments and redevelopments that were not: a) substantially complete 12 months prior to January 1, 2007 or b) stabilized prior to January 1, 2007. Other revenues are derived from the operations of our maintenance company, fees earned from our Joint Ventures and other miscellaneous revenues. Construction revenues and expenses represent revenues earned and expenses incurred in connection with the old TRS acting as general contractor or development manager to construct industrial properties, including industrial properties for the 2005 Development/Repositioning Joint Venture, and also include revenues and expenses related to the development of properties for third parties. Other expenses are derived from the operations of our maintenance company and other miscellaneous regional expenses.

For the years ended December 31, 2008 and December 31, 2007, the occupancy rates of our same store properties were 90.5% and 91.1%, respectively.


	2008			2007			$ Change			% Change
	($ in 000’s)

REVENUES
Same Store Properties	$	255,694		$	249,791		$	5,903			2.4	%
Acquired Properties		42,499			16,230			26,269			161.9	%
Sold Properties		21,069			78,989			(57,920	)		(73.3	)%
(Re)Developments and Land, Not Included Above		11,647			4,980			6,667			133.9	%
Other		28,877			36,889			(8,012	)		(21.7	)%

	$	359,786		$	386,879		$	(27,093	)		(7.0	)%
Discontinued Operations		(32,735	)		(89,540	)		56,805			(63.4	)%

Subtotal Revenues	$	327,051		$	297,339		$	29,712			10.0	%

Construction Revenues		147,299			35,628			111,671			313.4	%

Total Revenues	$	474,350		$	332,967		$	141,383			42.5	%

Revenues from same store properties increased $5.9 million due primarily to an increase in rental rates and an increase in tenant recoveries, partially offset by a decrease in occupancy. Revenues from acquired properties increased $26.3 million due to the 127 industrial properties acquired subsequent to December 31, 2006 totaling approximately 11.0 million square feet of GLA, as well as an acquisition of land parcels in September and October 2008 for which we receive ground rents. Revenues from sold properties decreased $57.9 million due to the 248 industrial properties sold subsequent to December 31, 2006 totaling approximately 20.5 million square feet of GLA. Revenues from (re)developments and land increased $6.7 million due to an increase in occupancy. Other revenues decreased $8.0 million due primarily to a decrease in fees earned from our Joint Ventures and a decrease in fees earned related to us assigning our interest in certain purchase contracts to third parties for consideration. Construction revenues increased $111.7 million for the year ended December 31, 2008 due primarily to three development projects that commenced in September 2007, April 2008 and August 2008 for which we are acting in the capacity of development manager.


	2008			2007			$ Change			% Change
	($ in 000’s)

PROPERTY AND CONSTRUCTION EXPENSES
Same Store Properties	$	82,379		$	77,330		$	5,049			6.5	%
Acquired Properties		14,155			4,352			9,803			225.3	%
Sold Properties		7,358			24,921			(17,563	)		(70.5	)%
(Re) Developments and Land, Not Included Above		5,504			3,602			1,902			52.8	%
Other		10,421			16,603			(6,182	)		(37.2	)%

	$	119,817		$	126,808		$	(6,991	)		(5.5	)%
Discontinued Operations		(11,086	)		(29,907	)		18,821			(62.9	)%

Property Expenses	$	108,731		$	96,901		$	11,830			12.2	%

Construction Expenses		139,539			34,553			104,986			303.8	%

Total Property and Construction Expenses	$	248,270		$	131,454		$	116,816			88.9	%

Property expenses include real estate taxes, repairs and maintenance, property management, utilities, insurance, other property related expenses and construction expenses. Property expenses from same store properties increased $5.0 million due primarily to an increase in real estate tax expense, bad debt expense and repairs and maintenance expense. Property expenses from acquired properties increased by $9.8 million due to properties acquired subsequent to December 31, 2006. Property expenses from sold properties decreased by $17.6 million due to properties sold subsequent to December 31, 2006. Property expenses from (re)developments and land increased $1.9 million due primarily to an increase in the substantial completion of

developments. Expenses are no longer capitalized to the basis of a property once the development is substantially complete. The $6.2 million decrease in other expense is primarily attributable to decrease in incentive compensation expense. Construction expenses increased $105.0 million for the year ended December 31, 2008 due primarily to three development projects that commenced in September 2007, April 2008 and August 2008 for which we are acting in the capacity of development manager.

General and administrative expense decreased $7.9 million, or 8.6%, due to a decrease in incentive compensation.


	2008			2007			$ Change			% Change
	($ in 000’s)

DEPRECIATION AND OTHER AMORTIZATION
Same Store Properties	$	99,033		$	103,436		$	(4,403	)		(4.3	)%
Acquired Properties		37,552			12,244			25,308			206.7	%
Sold Properties		4,763			24,679			(19,916	)		(80.7	)%
(Re) Developments and Land, Not Included Above		6,253			2,846			3,407			119.7	%
Corporate Furniture, Fixtures and Equipment		2,257			1,837			420			22.9	%

	$	149,858		$	145,042		$	4,816			3.3	%
Discontinued Operations		(9,938	)		(28,808	)		18,870			(65.5	)%

Total Depreciation and Other Amortization	$	139,920		$	116,234		$	23,686			20.4	%

Depreciation and other amortization for same store properties decreased $4.4 million primarily due to accelerated depreciation and amortization taken during the year ended December 31, 2007 attributable to certain tenants who terminated their lease early or did not renew their lease. Depreciation and other amortization from acquired properties increased $25.3 million due to properties acquired subsequent to December 31, 2006. Depreciation and other amortization from sold properties decreased $19.9 million due to properties sold subsequent to December 31, 2006. Depreciation and other amortization for (re)developments and land increased $3.4 million due primarily to an increase in the substantial completion of developments.

Interest income increased $1.7 million, or 93.9%, due primarily to an increase in the average mortgage loans receivable outstanding during the year ended December 31, 2008, as compared to the year ended December 31, 2007.

Interest expense decreased approximately $7.8 million, or 6.4%, primarily due to a decrease in the weighted average interest rate for the year ended December 31, 2008 (5.97%), as compared to the year ended December 31, 2007 (6.55%), offset by an increase in the weighted average debt balance outstanding for the year ended December 31, 2008 ($2,026.5 million), as compared to the year ended December 31, 2007 ($1,974.7 million) and a decrease in capitalized interest for the year ended December 31, 2008 due to a decrease in development activities.

Amortization of deferred financing costs decreased $0.3 million, or 10.4%, due primarily to the amendment of our Unsecured Line of Credit in September 2007 which extended the maturity from September 2008 to September 2012. The net unamortized deferred financing fees related to the prior line of credit are amortized over the extended amortization period, except for $0.1 million, which represents the write off of unamortized deferred financing costs associated with certain lenders who did not renew the line of credit and is included in loss from early retirement of debt for the year ended December 31, 2007.

In October 2008, we entered into the Series F Agreement to mitigate our exposure to floating interest rates related to the forecasted reset rate of the Company’s Series F Preferred Stock. The Series F Agreement has a notional value of $50.0 million and is effective from April 1, 2009 through October 1, 2013. The Series F Agreement fixes the30-year U.S. Treasury rate at 5.2175%. We recorded $3.1 million in mark to market (loss) which is included inMark-to-Market Gain (Loss) on Interest Rate Protection Agreements for the year ended December 31, 2008.

For the year ended December 31, 2008, we recognized a $2.7 million gain from early retirement of debt due to the partial repurchases of our senior unsecured notes at a discount to carrying value. For the year ended December 31, 2007, we incurred a $0.4 million loss from early retirement of debt. This includes a $0.1 million write-off of financing fees associated with our previous line of credit agreement which was amended and restated on September 28, 2007. The loss from early retirement of debt also includes $0.3 million due to early payoffs on mortgage loans.

Equity in income of Other Real Estate Partnerships increased $23.5 million, or 89.6%, primarily due to a increase in gain on sale of real estate by the Other Real Estate Partnerships.

Equity in income of Joint Ventures decreased $63.1 million, or 210.8%, primarily due to impairment losses of $25.8 million, $10.1 million, $3.2 million, $2.2 million and $1.2 million we recorded to the 2005 Development/Repositioning Joint Venture, the 2006 Land/Development Joint Venture, the 2005 Core Joint Venture, the 2006 Net Lease Co-Investment Program and the 2003 Net Lease Joint Venture, respectively, as a result of adverse conditions in the credit and real estate markets as well as a decrease in our pro rata share of gain on sale of real estate and earn outs on property sales from the 2005 Core Joint Venture and from the 2005 Development/Repositioning Joint Venture during the twelve months ended December 31, 2008 as compared to the twelve months ended December 31, 2007. Additionally, we recognized our pro rata share ($2.7 million) of impairment losses for the 2006 Net Lease Co-Investment Program and the 2005 Development/Repositioning Joint Venture during the year ended December 31, 2008.

The year to date income tax provision (included in continuing operations, discontinued operations and gain on sale) decreased $34.8 million, in the aggregate, or 114.0%, due primarily to a decrease in gains on the sale of real estate within the TRS, a decrease in equity in income of Joint Ventures and costs incurred related to the restructuring. Net income of the TRS decreased by $111.6 million, or 229.0% for the year ended December 31, 2008 compared to the year ended December 31, 2007. Included in net income for the TRS for the year ended December 31, 2008 is $42.5 million of impairment loss in Equity in Income of Joint Ventures. We recorded a valuation allowance to offset the deferred tax asset that was created by a significant portion of these impairments.

The following table summarizes certain information regarding the industrial properties included in discontinued operations for the year ended December 31, 2008 and December 31, 2007.


	2008			2007
	($ in 000’s)

Total Revenues	$	32,735		$	89,540
Property Expenses		(11,086	)		(29,907	)
Depreciation and Amortization		(9,938	)		(28,808	)
Gain on Sale of Real Estate		136,384			237,368
Provision for Income Taxes		(4,887	)		(38,673	)

Income from Discontinued Operations	$	143,208		$	229,520

Income from discontinued operations, net of income taxes, for the year ended December 31, 2007 reflects the results of operations and gain on sale of real estate relating to 156 industrial properties that were sold during the year ended December 31, 2007, the results of operations of 88 industrial properties that were sold during the year ended December 31, 2008, the results of operations of 12 industrial properties that were sold during the year ended December 31, 2009 and the results of operations of the five industrial properties identified as held for sale at December 31, 2009.

The $12.1 million gain on sale of real estate for the year ended December 31, 2008, resulted from the sale of one industrial property and several land parcels that do not meet the criteria for inclusion in discontinued operations. The $7.9 million gain on sale of real estate for the year ended December 31, 2007, resulted from the sale of three industrial properties and several land parcels that do not meet the criteria for inclusion in discontinued operations.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2009, our cash and cash equivalents was approximately $181.1 million.

We have considered our short-term (one year or less) liquidity needs and the adequacy of our estimated cash flow from operations and other expected liquidity sources to meet these needs. We believe that our principal short-term liquidity needs are to fund normal recurring expenses, property acquisitions, developments, renovations, expansions and other nonrecurring capital improvements, debt service requirements, mortgage financing maturities and the minimum distributions required to maintain the Company’s REIT qualification under the Code. We anticipate that these needs will be met with cash flows provided by operating and investing activities, including the disposition of select assets. In addition, we plan to retain capital by making per Unit distributions equivalent to the per share distributions the Company is required to make to meet its minimum distribution requirements as a REIT. We did not pay distributions in 2009 and may not pay distributions in 2010 depending on the Company’s taxable income. If the Company is required to pay common stock dividends in 2010, we may elect to make distributions through some combination of cash, common Units,and/or the Company’s common shares. Also, if the Company is not required to pay preferred share dividends to maintain its REIT qualification under the Code, it may elect to suspend some or all preferred stock dividends for one or more fiscal quarters.

We expect 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, the long-term unsecured and secured indebtedness and additional Units and preferred Units.

We also have financed the development or acquisition of additional properties through borrowings under our Unsecured Line of Credit and may finance the development or acquisition of additional properties through such borrowings, to the extent capacity is available, in the future. At December 31, 2009, borrowings under our Unsecured Line of Credit bore interest at a weighted average interest rate of 1.256%. Our Unsecured Line of Credit bears interest at a floating rate of LIBOR plus 1.0% or the prime rate plus 0.15%, at our election. As of February 26, 2010, we had approximately $7.5 million available for additional borrowings under our Unsecured Line of Credit. Our Unsecured Line of Credit contains certain financial covenants including limitations on incurrence of debt and debt service coverage. Our access to borrowings may be limited if it fails to meet any of these covenants. We believe that we were in compliance with our financial covenants as of December 31, 2009, and we anticipate that we will be able to operate in compliance with our financial covenants throughout 2010. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders in a manner that could impose and cause us to incur material costs. In addition, our ability to meet our financial covenants may be reduced if economic and credit market conditions limit our property sales and reduce our net operating income below our plan. Any violation of these covenants would subject us to higher finance costs and fees, or accelerated maturities. In addition, our credit facilities and senior debt securities contain certain cross-default provisions, which are triggered in the event that our other material indebtedness is in default.

We currently have credit ratings from Standard & Poor’s, Moody’s and Fitch Ratings of BB/Ba3/BB-, respectively. In the event of a downgrade, management believes we would continue to have access to sufficient capital; however, our cost of borrowing would increase and our ability to access certain financial markets may be limited.

Year Ended December 31, 2009

Net cash provided by operating activities of approximately $139.6 million for the year ended December 31, 2009 was comprised primarily of net income before noncontrolling interest of approximately $4.3 million, the non-cash adjustments of approximately $101.9 million, net change in operating assets and liabilities of approximately $33.7 million and distributions from Joint Ventures of $2.3 million, partially offset by repayments of discount on senior unsecured debt of approximately $2.6 million. The adjustments for the non-cash items of approximately $101.9 million are primarily comprised of depreciation and amortization of approximately $152.0 million, the provision for bad debt of approximately $3.2 million, the impairment of real estate of $6.9 million and equity in loss of Joint Ventures of approximately $6.5 million, partially offset by the gain on sale of real estate of approximately $21.3 million, the gain on the early retirement of debt of approximately $34.6 million, mark to market gain related to the Series F Agreement and the Forward Starting Swap Agreement 1 and Forward Starting Agreement 2 of approximately $3.7 million and the effect of the straight-lining of rental income of approximately $7.1 million.

Net cash provided by investing activities of approximately $37.6 million for the year ended December 31, 2009 was comprised primarily of net proceeds from the sale of real estate, distributions from our Joint Ventures and the repayments on our mortgage loan receivables, partially offset by the development of real estate, capital expenditures related to the improvement of existing real estate and contributions to, and investments in, our Joint Ventures.

We invested approximately $3.7 million in, and received total distributions of approximately $8.7 million from, our Joint Ventures. As of December 31, 2009, our industrial real estate Joint Ventures owned 119 industrial properties comprising approximately 22.6 million square feet of GLA and several land parcels.

During the year ended December 31, 2009, we sold 12 industrial properties comprising approximately 1.8 million square feet of GLA and several land parcels. Proceeds from the sales of the 12 industrial properties and several land parcels, net of closing costs and seller financing provided to the buyers, were approximately $65.7 million.

Net cash provided by financing activities of approximately $1.3 million for the year ended December 31, 2009 was comprised primarily of proceeds from the origination of mortgage loans payable, unit contributions and net borrowings on our Unsecured Line of Credit, partially offset by repayments on our unsecured notes and mortgage loans payable, unit distributions, debt issuance costs and costs incurred in connection with the early retirement of debt, settlement of interest rate protection agreements, the repurchase and retirement of restricted units and the repurchase of the equity component of the exchangeable notes.

During the year ended December 31, 2009, we received proceeds from the origination of $307.6 million in mortgage financing. During the year ended December 31, 2009, we paid off and retired the remaining $105.7 million outstanding 2009 Notes at their maturity. During the year ended December 31, 2009, we repurchased and retired $271.5 million of our other Unsecured Notes at an aggregate purchase price of $233.1 million, including the repurchase of $19.3 million of our 2009 Notes prior to maturity.

During the year ended December 31, 2009, the Company issued 3,034,120 shares of its common stock under the direct stock purchase component of the DRIP and 13,635,700 shares of the Company’s common stock through a public offering resulting in proceeds of $84.5 million. These proceeds were contributed to us in exchange for an equivalent number of Units.

Contractual Obligations and Commitments

The following table lists our contractual obligations and commitments as of December 31, 2009 (In thousands):


			Payments Due by Period
			Less Than
	Total		1 Year		1-3 Years		3-5 Years		Over 5 Years

Operating and Ground Leases(1)	$	38,957	$	3,001	$	3,761	$	2,869	$	29,326
Long-term Debt		1,976,333		18,326		923,403		226,261		808,343
Interest Expense on Long Term Debt(1)(2)		746,419		102,544		165,909		135,771		342,195

Total	$	2,761,709	$	123,871	$	1,093,073	$	364,901	$	1,179,864


(1)		Not on balance sheet.

(2)		Does not include interest expense on our Unsecured Line of Credit.

Off-Balance Sheet Arrangements

Letters of credit are issued in most cases as pledges to governmental entities for development purposes. At December 31, 2009, we have $6.2 million in outstanding letters of credit, none of which are reflected as liabilities on our balance sheet. We have no other off-balance sheet arrangements other than those disclosed on the Contractual Obligations and Commitments table above.

Environmental

We incurred environmental costs of approximately $0.2 million and $0.8 million in 2009 and 2008, respectively. We estimate 2010 costs of approximately $0.9 million. We estimate that the aggregate cost which needs to be expended in 2010 and beyond with regard to currently identified environmental issues will not exceed approximately $3.1 million.

Inflation

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

Market Risk

The following discussion about our 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. Our business subjects us to market risk from interest rates, and to a much lesser extent, foreign currency fluctuations.

Interest Rate Risk

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 us at December 31, 2009 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, we also face 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, 2009, $1,560.9 million (79.4% of total debt at December 31, 2009) of our debt was fixed rate debt (including $50.0 million of borrowings under the Unsecured Line of Credit in which the interest rate was fixed via an interest rate protection agreement) and $405.2 million (20.6% of total debt at December 31, 2009) of our debt was variable rate debt. Currently, we do 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 our earnings or cash flows. Conversely, for variable rate debt, changes in the base interest rate used to calculate the all-in interest rate generally do not impact the fair value of the debt, but would affect our 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 us until we are required to refinance such debt. See Note 7 to the Consolidated Financial Statements for a discussion of the maturity dates of our various fixed rate debt.

Based upon the amount of variable rate debt outstanding at December 31, 2009, a 10% increase or decrease in the interest rate on our variable rate debt would decrease or increase, respectively, future net income and cash flows by approximately $0.5 million per year. The foregoing calculation assumes an instantaneous increase or decrease in the rates applicable to the amount of borrowings outstanding under our Unsecured Line of Credit at December 31, 2009. One consequence of the disruption in the capital and credit markets has been sudden and dramatic changes in LIBOR, which could result in a greater than 10% increase to such rates. In addition, the calculation does not account for our option to elect the lower of two different interest rates under our borrowings or other possible actions, such as prepayment, that we might take in response to any rate increase. A 10% increase in interest rates would decrease the fair value of the fixed rate debt at December 31, 2009 by approximately $52.9 million to $1,282.8 million. A 10% decrease in interest rates would increase the fair value of the fixed rate debt at December 31, 2009 by approximately $57.8 million to $1,393.6 million.

The use of derivative financial instruments allows us to manage risks of increases in interest rates with respect to the effect these fluctuations would have on our earnings and cash flows. As of December 31, 2009, we had one outstanding interest rate protection agreement with a notional amount of $50.0 million which fixes the interest rate on borrowings on our Unsecured Line of Credit and one outstanding interest rate protection agreement with a notional amount of $50.0 million which mitigates our exposure to floating interest rates related to the forecasted reset rate of the Company’s Series F Preferred Stock. See Note 18 to the Consolidated Financial Statements.

Foreign Currency Exchange Rate Risk

Owning, operating and developing industrial property outside of the United States exposes the Company to the possibility of volatile movements in foreign exchange rates. Changes in foreign currencies can affect the operating results of international operations reported in U.S. dollars and the value of the foreign assets reported in U.S. dollars. The economic impact of foreign exchange rate movements is complex because such changes are often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. At December 31, 2009, we owned several land parcels for which the U.S. dollar was not the functional currency. These land parcels are located in Ontario, Canada and use the Canadian dollar as their functional currency. Additionally, the 2007 Canada Joint Venture owned three industrial properties and several land parcels for which the functional currency is the Canadian dollar.

Subsequent Events

On February 8, 2010, we accepted for purchase $72.7 million of our 2011 Notes, $66.2 million of our 2012 Notes and $21.1 million of our 2014 Notes. In connection with the tender offer, we will recognize approximately $0.4 million as gain on early retirement of debt.

Subsequent to January 1, 2010, we obtained three mortgage loans in the amounts of $7.8 million, $7.2 million and $4.3 million. The mortgages are collateralized by three industrial properties totaling approximately 0.5 million square feet of GLA. The mortgages bear interest at a fixed rate of 7.40%. The mortgages mature between February, 2015 and March, 2015.

On February 26, 2010, the IRS notified us of its intent to examine the tax returns filed by the old TRS for the years ended December 31, 2008 and December 31, 2009.

Related Party Transactions

We periodically engage in transactions for which CB Richard Ellis, Inc. acts as a broker. A relative of Michael W. Brennan, the former President and Chief Executive Officer and a former director of the Company, is an employee of CB Richard Ellis, Inc. For the years ended December 31, 2008 and 2007, this relative received approximately $0.1 million and $0.2 million, respectively, in brokerage commissions or other fees for transactions with the Company and the Joint Ventures.

Other

In June 2009, the FASB issued new guidance which revises and updates previously issued guidance related to variable interest entities. This new guidance, which became effective January 1, 2010, revises the previous guidance by eliminating the exemption for qualifying special purpose entities, by establishing a new approach for determining who should consolidate a variable-interest entity and by changing when it is necessary to reassess who should consolidate a variable-interest entity. We are currently assessing the potential impact that the adoption of this guidance will have on our financial position and results of operations.

Effective January 1, 2009 we adopted newly issued guidance from the Emerging Issues Task Force (“EITF”) regarding the determination of whether instruments granted in share-based payment transactions are participating securities. The guidance required retrospective application. Under this guidance, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in the computation of earnings per unit (“EPU”) pursuant to the two-class method. The two-class method determines EPS for each class of common stock and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Certain restricted stock awards granted to employees and directors are considered participating securities as they receive non-forfeitable dividend or dividend equivalents at the same rate as common stock. The impact of adopting this guidance decreased previously filed basic and diluted EPU by $0.05, $0.05, $0.04 and $0.04 for the years ended December 31, 2008, 2007, 2006 and 2005, respectively.

Effective January 1, 2009 we adopted newly issued guidance from the FASB regarding business combinations. This guidance states that direct costs of a business combination of an operating property, such as transaction fees, due diligence and consulting fees no longer qualify to be capitalized as part of the business combination. Instead, these direct costs need to be recognized as expense in the period in which they are incurred. Accordingly, we retroactively expensed these types of costs in 2008 related to future operating property acquisitions.

Effective January 1, 2009 we adopted newly issued guidance from the Accounting Principles Board (“APB”) regarding accounting for convertible debt instruments that may be settled for cash upon conversion. This guidance requires the liability and equity components of convertible debt instruments to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The guidance requires that the value assigned to the debt component be the estimated fair value of a similar bond without the conversion feature, which would result in the debt being recorded at a discount. The resulting debt discount is then amortized over the period during which the debt is expected to be outstanding (i.e., through the first optional redemption date) as additional non-cash interest expense. Retrospective application to all periods presented is required.

The equity component of our 2011 Exchangeable Notes was $7.9 million and therefore we retroactively adjusted our Senior Unsecured Debt by this amount as of September 2006. This debt discount has been

subsequently amortized and as of December 31, 2009 the principal amount of the 2011 Exchangeable Notes, its unamortized discount and the net carrying amount is $146.9 million, $2.0 million and $144.9 million, respectively. In addition, we reclassified $0.2 million of the original finance fees incurred in relation to the 2011 Exchangeable Notes to partners’ capital as of September 2006. For the year ended December 31, 2009, we recognized $10.6 million of interest expense related to the 2011 Exchangeable Notes of which $9.1 million relates to the coupon rate and $1.5 million relates to the debt discount amortization. We anticipate amortizing the remaining debt discount into interest expense through maturity in September 2011. We recognized $3.6 million and $(0.1) million as an adjustment to total partners’ capital as of December 31, 2008 that represents amortization expense of the discount and the loan fees, respectively, which would have been recognized had the new guidance regarding accounting for convertible debt instruments been effective since the issuance date of our 2011 Exchangeable Notes.

The impact to net income and the loss from continuing operations related to the adoption of the guidance regarding business combinations for the year ended December 31, 2008 was an increase to general and administrative expense of $0.3 million. The impact to net income and the loss from continuing operations related to the adoption of the guidance regarding convertible debt instruments for each of the years ended December 31, 2008 and 2007 was an increase to interest expense of $1.6 million and a decrease to amortization of deferred financing fees of $0.1 million.

The impact to the balance sheet as of December 31, 2008 related to the adoption of the guidance regarding business combinations and convertible debt instruments is as follows:


						Adjustments
			Adjustments			Related to
	Balance Sheet as		Related to			Adoption of			Balance Sheet
	Previously		Adoption of			Convertible			As
	Filed - as of		Business			Debt			Adjusted - as of
	December 31,		Combination			Instrument			December 31,
	2008		Guidance			Guidance			2008

Deferred Financing Costs, Net	$	12,197	$	—		$	(106	)	$	12,091
Prepaid Expenses and Other Assets, Net	$	167,889	$	(269	)	$	—		$	167,620
Senior Unsecured Debt, Net	$	1,516,298	$	—		$	(4,343	)	$	1,511,955
General Partner Units	$	629,856	$	(255	)	$	4,654		$	634,255
Limited Partners’ Units	$	122,009	$	(14	)	$	(417	)	$	121,578
Total Partners’ Capital	$	995,668	$	(269	)	$	4,237		$	999,636


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 included in Item 15.


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*

None.


Item 9A.	*Controls and Procedures*

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal

executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange ActRule 13a-15(b) as of the end of the period covered by this report. Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2009. In making its assessment of internal control over financial reporting, management used the criteria described in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management has concluded that, as of December 31, 2009, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein within Item 15. See Report of Independent Registered Public Accounting Firm.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the fourth quarter of 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.	*Other Information*

None.

PART III


Item 10, 11, 12, 13 and 14.	Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions and Director Independence and Principal Accountant Fees and Services

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, Item 13 and Item 14 is hereby incorporated or furnished, solely to the extent required by such item, from the Company’s definitive proxy statement, which is expected to be filed with the SEC no later than 120 days after the end of the Company’s fiscal year. Information from the Company’s definitive proxy statement shall not be deemed to be “filed” or “soliciting material,” or subject to liability for purposes of Section 18 of the Exchange Act to the maximum extent permitted under the Exchange Act.

PART IV


Item 15.	*Exhibits and Financial Statement Schedules*

(a) Financial Statements, Financial Statement Schedule and Exhibits (1 & 2) See Index to Financial Statements and Financial Statement Schedule.

(3) Exhibits:


Exhibit
No.		Description

3.1		Eleventh Amended and Restated Partnership Agreement of First Industrial, L.P. dated August 21, 2006 (the “LP Agreement”) of the Company, filed August 22, 2006, File No. 1-13102) (incorporated by reference to Exhibit 10.2 of the Form 8-K
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 $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 73/8% 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		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 year ended December 31, 1997, File No. 1-13102)
4.6		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)
4.7		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 the Operating Partnership dated July 15, 1998, File No. 333-21873)
4.8		Supplemental Indenture No. 5, dated as of July 14, 1998, between First Industrial, L.P. and 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 the Operating Partnership dated July 15, 1998, File No. 333-21873)
4.9		7.375% Note due 2011 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.15 of the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873)
4.10		Supplemental Indenture No. 6, dated as of March 19, 2001, between First Industrial, L.P. and U.S. Bank Trust National Association, relating to First Industrial, L.P.’s 7.375% Notes due March 15, 2011(incorporated by reference to Exhibit 4.16 of the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873)


Exhibit
No.		Description

4.11		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 (incorporated by reference to Exhibit 4.17 of the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2000,File No. 333-21873)
4.12		Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and U.S. Bank National Association, relating to First Industrial, L.P.’s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Operating Partnership’s Form 8-K, dated April 4, 2002, File No. 333-21873)
4.13		Form of 6.875% Notes due in 2012 in the principal amount of $200 million issued by First Industrial, L.P. and 7.75% Notes due in 2032 in the principal amount of $50 million issued by First Industrial L.P. (incorporated by reference to Exhibit 4.2 of the Operating Partnership’s Form 8-K dated April 4, 2002, File No. 333-21873)
4.14		Form of 7.75% Notes due 2032 in the principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Operating Partnership’s Form 8-K, dated April 4, 2002, File No. 333-21873)
4.15		Supplemental Indenture No. 8, dated as of May 17, relating to 6.42% Senior Notes due June 1, 2014, by and between First Industrial, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership, dated May 27, 2004, File No. 333-21873)
4.16		Supplemental Indenture No. 9, dated as of June 14, 2004, relating to 5.25% Senior Notes due 2009, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership, dated June 17, 2004, File No. 333-21873)
4.17		Supplemental Indenture No. 10, dated as of January 10, 2006, relating to 5.75% Senior Notes due 2016, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed January 11, 2006,File No. 1-13102)
4.18		Indenture dated as of September 25, 2006 among First Industrial, L.P., as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K of the Operating Partnership, dated September 25, 2006,File No. 333-21873)
4.19		Form of 4.625% Exchangeable Senior Note due 2011 (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K of the Operating Partnership, dated September 25, 2006,File No. 333-21873)
4.20		Registration Rights Agreement dated September 25, 2006 among the Company, First Industrial, L.P. and the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K of the Operating Partnership, dated September 25, 2006, File No. 333-21873)
4.21		Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between First Industrial, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102)
10.1		Sales Agreement by and among the Company, First Industrial, L.P. and Cantor Fitzgerald & Co. dated September 16, 2004 (incorporated by reference to Exhibit 1.1 of the Form 8-K of the Operating Partnership, dated September 16, 2004, File No. 333-21873)
10.2		Fifth Amended and Restated Unsecured Revolving Credit Agreement, dated as of September 28, 2007, among First Industrial, L.P., First Industrial Realty Trust, Inc., JP Morgan Chase Bank, NA and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed October 1, 2007, File No. 1-13102)


Exhibit
No.		Description

10.3		First Amendment, dated as of August 18, 2008, to the Fifth Amended and Restated Unsecured Revolving Credit Agreement dated as of September 28, 2007 among the Operating Partnership, the Company, JPMorgan Chase Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed August 20, 2008, File No. 1-13102)
21		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, File No. 1-13102)
23*		Consent of PricewaterhouseCoopers LLP
31.1*		Certification of Principal Executive Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*		Certification of Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32**		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*		Filed herewith.

**		Furnished herewith.

EXHIBIT INDEX


Exhibit
No.		Description

3.1		Eleventh Amended and Restated Partnership Agreement of First Industrial, L.P. dated August 21, 2006 (the “LP Agreement”) (incorporated by reference to Exhibit 10.2 of the Form 8-K of the Company, filed August 22, 2006, 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 $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		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 year ended December 31, 1997, File No. 1-13102)
4.6		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)
4.7		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 the Operating Partnership dated July 15, 1998, File No. 333-21873)
4.8		Supplemental Indenture No. 5, dated as of July 14, 1998, between First Industrial, L.P. and 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 the Operating Partnership dated July 15, 1998, File No. 333-21873)
4.9		7.375% Note due 2011 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.15 of the Operating Partnership’s Annual Report onForm 10-K for the year ended December 31, 2000, File No. 333-21873)
4.10		Supplemental Indenture No. 6, dated as of March 19, 2001, between First Industrial, L.P. and U.S. Bank Trust National Association, relating to First Industrial, L.P.’s 7.375% Notes due March 15, 2011(incorporated by reference to Exhibit 4.16 of the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2000, File No. 333-21873)
4.11		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 (incorporated by reference to Exhibit 4.17 of the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2000,File No. 333-21873)
4.12		Supplemental Indenture No. 7 dated as of April 15, 2002, between First Industrial, L.P. and U.S. Bank National Association, relating to First Industrial, L.P.’s 6.875% Notes due 2012 and 7.75% Notes due 2032 (incorporated by reference to Exhibit 4.1 of the Operating Partnership’s Form 8-K, dated April 4, 2002, File No. 333-21873)


Exhibit
No.		Description

4.13		Form of 6.875% Notes due in 2012 in the principal amount of $200 million issued by First Industrial, L.P. and 7.75% Notes due in 2032 in the principal amount of $50 million issued by First Industrial L.P. (incorporated by reference to Exhibit 4.2 of the Operating Partnership’s Form 8-K dated April 4, 2002, File No. 333-21873)
4.14		Form of 7.75% Notes due 2032 in the principal amount of $50 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.3 of the Operating Partnership’s Form 8-K, dated April 4, 2002, File No. 333-21873)
4.15		Supplemental Indenture No. 8, dated as of May 17, relating to 6.42% Senior Notes due June 1, 2014, by and between First Industrial, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership, dated May 27, 2004, File No. 333-21873)
4.16		Supplemental Indenture No. 9, dated as of June 14, 2004, relating to 5.25% Senior Notes due 2009, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Operating Partnership, dated June 17, 2004, File No. 333-21873)
4.17		Supplemental Indenture No. 10, dated as of January 10, 2006, relating to 5.75% Senior Notes due 2016, by and between the Operating Partnership and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed January 11, 2006, File No. 1-13102)
4.18		Indenture dated as of September 25, 2006 among First Industrial, L.P., as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the current report on Form 8-K of the Operating Partnership, dated September 25, 2006,File No. 333-21873)
4.19		Form of 4.625% Exchangeable Senior Note due 2011 (incorporated by reference to Exhibit 4.2 of the current report on Form 8-K of the Operating Partnership, dated September 25, 2006,File No. 333-21873)
4.20		Registration Rights Agreement dated September 25, 2006 among the Company, First Industrial, L.P. and the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K of the Operating Partnership, dated September 25, 2006, File No. 333-21873)
4.21		Supplemental Indenture No. 11, dated as of May 7, 2007, relating to 5.95% Senior Notes due 2017, by and between First Industrial, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of the Form 8-K of the Company, filed May 5, 2007, File No. 1-13102)
10.1		Sales Agreement by and among the Company, First Industrial, L.P. and Cantor Fitzgerald & Co. dated September 16, 2004 (incorporated by reference to Exhibit 1.1 of the Form 8-K of the Operating Partnership, dated September 16, 2004, File No. 333-21873)
10.2		Fifth Amended and Restated Unsecured Revolving Credit Agreement, dated as of September 28, 2007, among First Industrial, L.P., First Industrial Realty Trust, Inc., JP Morgan Chase Bank, NA and certain other banks (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed October 1, 2007, File No. 1-13102)
10.3		First Amendment, dated as of August 18, 2008, to the Fifth Amended and Restated Unsecured Revolving Credit Agreement dated as of September 28, 2007 among the Operating Partnership, the Company, JPMorgan Chase Bank, N.A. and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of the Company filed August 20, 2008, File No. 1-13102)
21		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, File No. 1-13102)
23*		Consent of PricewaterhouseCoopers LLP
31.1*		Certification of Principal Executive Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*		Certification of Principal Financial Officer of First Industrial Realty Trust, Inc., registrant’s sole general partner, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32**		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*		Filed herewith.

**		Furnished herewith.

FIRST INDUSTRIAL, L.P.

INDEX TO FINANCIAL STATEMENTS


	Page

FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm		52
Consolidated Balance Sheets of First Industrial, L.P. as of December 31, 2009 and 2008 (As Adjusted)		53
Consolidated Statements of Operations of First Industrial, L.P. for the Years Ended December 31, 2009, 2008 (As Adjusted) and 2007 (As Adjusted)		54
Consolidated Statements of Comprehensive Income of First Industrial, L.P. for the Years Ended December 31, 2009, 2008 (As Adjusted) and 2007(As Adjusted)		55
Consolidated Statements of Changes in Partners’ Capital of First Industrial, L.P. for the Years Ended December 31, 2009, 2008 (As Adjusted) and 2007 (As Adjusted)		56
Consolidated Statements of Cash Flows of First Industrial, L.P. for the Years Ended December 31, 2009, 2008 (As Adjusted) and 2007 (As Adjusted)		57
Notes to the Consolidated Financial Statements		58

FIRST INDUSTRIAL, L.P.

FINANCIAL STATEMENT SCHEDULE


	Page

FINANCIAL STATEMENT SCHEDULE
Schedule III: Real Estate and Accumulated Depreciation		S-1

Report of Independent Registered Public Accounting Firm

To the Partners of

First Industrial, L.P.:

In our opinion, the consolidated financial statements in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of First Industrial, LP. and its subsidiaries (the “Consolidated Operating Partnership”) at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Consolidated Operating Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Consolidated Operating Partnership’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Consolidated Operating Partnership’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 4 to the consolidated financial statements, on January 1, 2009, the Consolidated Operating Partnership changed the manner in which it calculates earnings per unit for participating securities under the two class method, the manner in which it accounts for debt instruments with conversion options, and the manner in which it accounts for business combinations.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois

March 1, 2010

FIRST INDUSTRIAL, L.P.

CONSOLIDATED BALANCE SHEETS


				(As Adjusted)
	December 31,			December 31,
	2009			2008
	(Dollars in thousands except Unit data)

ASSETS
Assets:
Investment in Real Estate:
Land	$	661,945		$	684,712
Buildings and Improvements		2,279,814			2,274,041
Construction in Progress		23,332			55,777
Less: Accumulated Depreciation		(521,021	)		(455,302	)

Net Investment in Real Estate		2,444,070			2,559,228

Real Estate and Other Assets Held for Sale, Net of Accumulated Depreciation and Amortization of $1,752 and $2,251 at December 31, 2009 and December 31, 2008, respectively		29,154			21,117
Investments in and Advances to Other Real Estate Partnerships		307,806			344,800
Cash and Cash Equivalents		181,147			2,644
Restricted Cash		90			97
Tenant Accounts Receivable, Net		1,818			9,049
Investments in Joint Ventures		8,788			16,299
Deferred Rent Receivable, Net		33,561			28,372
Deferred Financing Costs, Net		14,659			12,091
Deferred Leasing Intangibles, Net		51,796			79,483
Prepaid Expenses and Other Assets, Net		127,521			167,620

Total Assets	$	3,200,410		$	3,240,800


LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Mortgage and Other Loans Payable, Net	$	370,809		$	77,396
Senior Unsecured Debt, Net		1,140,114			1,511,955
Unsecured Line of Credit		455,244			443,284
Accounts Payable, Accrued Expenses and Other Liabilities, Net		105,676			144,070
Deferred Leasing Intangibles, Net		21,871			27,077
Rents Received in Advance and Security Deposits		22,953			22,995
Leasing Intangibles Held for Sale, Net of Accumulated Amortization of $0 and $254 at December 31, 2009 and December 31, 2008, respectively		—			541
Distributions Payable		452			13,846

Total Liabilities		2,117,119			2,241,164

Commitments and Contingencies		—			—
Partners’ Capital:
General Partner Preferred Units (1,550 units issued and outstanding at December 31, 2009 and December 31, 2008, respectively), with a liquidation preference of $275,000, respectively		266,211			266,211
General Partner Units (61,845,214 and 44,652,182 units issued and outstanding at December 31, 2009 and December 31, 2008, respectively)		724,852			634,255
Limited Partners’ Units (5,390,737 and 5,806,203 units issued and outstanding at December 31, 2009 and December 31, 2008, respectively)		112,214			121,578
Accumulated Other Comprehensive Loss		(19,986	)		(22,408	)

Total Partners’ Capital		1,083,291			999,636

Total Liabilities and Partners’ Capital	$	3,200,410		$	3,240,800

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS


				(As Adjusted)			(As Adjusted)
	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2009			2008			2007
	(In thousands except per unit data)

Revenues:
Rental Income	$	232,913		$	231,231		$	203,003
Tenant Recoveries and Other Income		81,859			95,820			94,336
Construction Revenues		54,957			147,299			35,628

Total Revenues		369,729			474,350			332,967

Expenses:
Property Expenses		112,210			108,731			96,901
General and Administrative		37,567			84,105			92,005
Restructuring Costs		7,806			26,711			—
Impairment of Real Estate		6,934			—			—
Depreciation and Other Amortization		131,675			139,920			116,234
Construction Expenses		52,720			139,539			34,553

Total Expenses		348,912			499,006			339,693

Other Income (Expense):
Interest Income		3,100			3,471			1,790
Interest Expense		(114,786	)		(113,139	)		(120,894	)
Amortization of Deferred Financing Costs		(3,006	)		(2,840	)		(3,171	)
Mark-to-Market Gain (Loss) on Interest Rate Protection Agreements		3,667			(3,073	)		—
Gain (Loss) From Early Retirement of Debt		34,562			2,749			(393	)

Total Other Income (Expense)		(76,463	)		(112,832	)		(122,668	)
Loss from Continuing Operations Before Equity in Income of Other Real Estate Partnerships, Equity in (Loss) Income of Joint Ventures and Income Tax Benefit		(55,646	)		(137,488	)		(129,394	)
Equity in Income of Other Real Estate Partnerships		18,516			49,759			26,249
Equity in (Loss) Income of Joint Ventures		(6,470	)		(33,178	)		29,958
Income Tax Benefit		25,155			12,958			11,208

Loss from Continuing Operations		(18,445	)		(107,949	)		(61,979	)
Income from Discontinued Operations (Including Gain on Sale of Real Estate of $21,014, $136,384, and $237,368 for the Years Ended December 31, 2009, 2008 and 2007, respectively)		24,418			148,095			268,193
Provision for Income Taxes Allocable to Discontinued Operations (Including $1,462, $3,732, and $36,032 allocable to Gain on Sale of Real Estate for the Year Ended December 31, 2009, 2008 and 2007, respectively)		(1,816	)		(4,887	)		(38,673	)

Income Before Gain on Sale of Real Estate		4,157			35,259			167,541
Gain on Sale of Real Estate		313			12,061			7,879
Provision for Income Taxes Allocable to Gain on Sale of Real Estate		(143	)		(3,782	)		(3,082	)

Net Income		4,327			43,538			172,338
Less: Preferred Unit Distributions		(19,516	)		(19,428	)		(21,320	)
Less: Redemption of Preferred Units		—			—			(2,017	)

Net (Loss) Income Available to Unitholders and Participating Securities	$	(15,189	)	$	24,110		$	149,001

Basic and Diluted Earnings Per Unit:
Loss from Continuing Operations Available to Unitholders	$	(0.70	)	$	(2.41	)	$	(1.59	)

Income from Discontinued Operations Available to Unitholders	$	0.42		$	2.84		$	4.48

Net (Loss) Income Available to Unitholders	$	(0.28	)	$	0.44		$	2.89

Weighted Average Units Outstanding		54,261			49,456			50,597

Net (Loss) Income Available to Unitholders Attributable to:
General Partners	$	(13,642	)	$	21,120		$	130,160
Limited Partners		(1,547	)		2,990			18,841

Net (Loss) Income Available to Unitholders and Participating Securities	$	(15,189	)	$	24,110		$	149,001

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

FIRST INDUSTRIAL , LP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


				(As Adjusted)			(As Adjusted)
	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2009			2008			2007
	(Dollars in thousands)

Net Income	$	4,327		$	43,538		$	172,338
Settlement of Interest Rate Protection Agreements		—			—			(4,261	)
Mark-to-Market of Interest Rate Protection Agreements, Net of Income Tax (Provision) Benefit of $(450), $610 and $254 for the years ended December 31, 2009, 2008 and 2007, respectively		(383	)		(8,676	)		3,819
Amortization of Interest Rate Protection Agreements		796			(792	)		(916	)
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements		523			831			—
Foreign Currency Translation Adjustment, Net of Tax (Provision) Benefit of $(2,817), $3,498 and $(1,149) for the years ended December 31, 2009, 2008 and 2007, respectively		1,486			(2,748	)		2,134

Comprehensive Income	$	6,749		$	32,153		$	173,114

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

FIRST INDUSTRIAL, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL


				(As Adjusted)			(As Adjusted)
	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2009			2008			2007
	(Dollars in thousands)

General Partner Preferred Units — Beginning of Year	$	266,211		$	266,211		$	314,208
Distributions		(19,516	)		(19,428	)		(23,337	)
Redemption of Preferred Units		—			—			(47,997	)
Net Income		19,516			19,428			23,337

General Partner Preferred Units — End of Year	$	266,211		$	266,211		$	266,211

General Partner Units — Beginning of Year	$	634,255		$	684,606		$	737,861
Offering Costs		(909	)		(321	)		(46	)
Contributions and Issuance of General Partner Units		84,704			174			613
Purchase of General Partnership Units		—			—			(69,430	)
Repurchase and Retirement of Restricted Units		(739	)		(4,847	)		(3,939	)
Distributions		—			(106,864	)		(127,618	)
Unit Conversions		7,817			14,581			2,855
Amortization of General Partner Restricted Awards		13,399			25,806			14,150
Repurchase of Equity Component of Exchangeable Notes		(33	)		—			—
Net (Loss) Income		(13,642	)		21,120			130,160

General Partner Units — End of Year	$	724,852		$	634,255		$	684,606

Limited Partners Units — Beginning of Year	$	121,578		$	148,187		$	150,709
Distributions		—			(15,018	)		(18,508	)
Unit Conversions		(7,817	)		(14,581	)		(2,855	)
Net (Loss) Income		(1,547	)		2,990			18,841

Limited Partners Units — End of Year	$	112,214		$	121,578		$	148,187

Accum. Other Comprehensive Loss — Beginning of Year	$	(22,408	)	$	(11,023	)	$	(11,799	)
Settlement of Interest Rate Protection Agreements		—			—			(4,261	)
Mark-to-Market of Interest Rate Protection Agreements, Net of Tax		(383	)		(8,676	)		3,819
Amortization of Interest Rate Protection Agreements		796			(792	)		(916	)
Write-off of Unamortized Settlement Amounts of Interest Rate Protection Agreements		523			831			—
Foreign Currency Translation Adjustment, Net of Tax		1,486			(2,748	)		2,134

Accum. Other Comprehensive Loss — End of Year	$	(19,986	)	$	(22,408	)	$	(11,023	)

Total Partners’ Capital at End of Year	$	1,083,291		$	999,636		$	1,087,981

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

FIRST INDUSTRIAL, LP.

CONSOLIDATED STATEMENTS OF CASH FLOWS


				(As Adjusted)			(As Adjusted)
	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2009			2008			2007
	(Dollars in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	4,327		$	43,538		$	172,338
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation		100,145			101,671			105,628
Amortization of Deferred Financing Costs		3,006			2,840			3,171
Other Amortization		48,804			67,494			49,906
Impairment of Real Estate		6,934			—			—
Provision for Bad Debt		3,178			3,092			1,812
Mark-to-Market (Gain) Loss on Interest Rate Protection Agreements		(3,667	)		3,073			—
Equity in Loss (Income) of Joint Ventures		6,470			33,178			(29,958	)
Distributions from Joint Ventures		2,319			1,520			31,365
Gain on Sale of Real Estate		(21,327	)		(148,445	)		(245,247	)
(Gain) Loss on Early Retirement of Debt		(34,562	)		(2,749	)		393
Equity in Income of Other Real Estate Partnerships		(18,516	)		(49,759	)		(26,249	)
Distributions from Investment in Other Real Estate Partnerships		18,516			49,759			26,249
Decrease in Developments for Sale Costs		812			1,527			1,209
Decrease (Increase) in Tenant Accounts Receivable, Prepaid Expenses and Other Assets, Net		51,559			(14,717	)		(22,529	)
Increase in Deferred Rent Receivable		(7,104	)		(6,606	)		(8,810	)
(Decrease) Increase in Accounts Payable, Accrued Expenses, Other Liabilities, Rents Received in Advance and Security Deposits		(18,709	)		(25,296	)		46,374
Repayments of Discount on Senior Unsecured Debt		(2,576	)		—			—
Decrease in Restricted Cash		7			90			6
Cash Book Overdraft.		—			3,214			347

Net Cash Provided by Operating Activities		139,616			63,424			106,005

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of and Additions to Investment in Real Estate and Lease Costs		(68,855	)		(528,026	)		(613,696	)
Net Proceeds from Sales of Investments in Real Estate		65,689			407,654			760,776
Investments in and Advances to Other Real Estate Partnerships		(105,095	)		(40,928	)		(66,322	)
Distributions from Other Real Estate Partnerships in Excess of Equity in Income		140,073			104,977			28,858
Contributions to and Investments in Joint Ventures		(3,742	)		(17,327	)		(27,696	)
Distributions from Joint Ventures		6,333			20,985			22,863
Funding of Notes Receivable		—			(10,325	)		(8,385	)
Repayment of Notes Receivable		3,151			52,842			26,350
Decrease (Increase) in Restricted Cash		—			24,704			(8,904	)

Net Cash Provided by Investing Activities		37,554			14,556			113,844

CASH FLOWS FROM FINANCING ACTIVITIES:
Offering Costs		(764	)		(321	)		(46	)
Unit Contributions		84,465			174			613
Unit Distributions		(12,614	)		(145,347	)		(146,660	)
Purchase of General Partner Units		—			—			(69,430	)
Repurchase and Retirement of Restricted Units		(739	)		(4,847	)		(3,939	)
Redemption of Preferred Units		—			—			(50,014	)
Preferred Unit Distributions		(20,296	)		(19,428	)		(26,023	)
Repayments on Mortgage Loans Payable		(13,462	)		(3,271	)		(41,475	)
Proceeds from Origination of Mortgage Loans Payable		307,567			—			—
Proceeds from Senior Unsecured Debt		—			—			149,595
Settlement of Interest Rate Protection Agreements		(7,491	)		—			(4,261	)
Payments on Interest Rate Swap Agreement		(320	)		—			—
Repayments on Senior Unsecured Debt		(336,196	)		(32,525	)		(150,000	)
Proceeds from Unsecured Line of Credit		180,000			550,920			879,129
Repayments on Unsecured Line of Credit		(172,000	)		(425,030	)		(764,000	)
Repurchase of Equity Component Exchangeable Notes		(33	)		—			—
Debt Issuance Costs and Costs Incurred in Connection with the Early Retirement of Debt		(6,860	)		(79	)		(3,766	)

Net Cash Provided by (Used in) Financing Activities		1,257			(79,754	)		(230,277	)

Net Effect of Exchange Rate Changes on Cash and Cash Equivalents		76			(278	)		—
Net Increase (Decrease) in Cash and Cash Equivalents		178,427			(1,774	)		(10,428	)
Cash and Cash Equivalents, Beginning of Period		2,644			4,696			15,124

Cash and Cash Equivalents, End of Period	$	181,147		$	2,644		$	4,696

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

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands except per Unit and 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”) which owns common units in the Operating Partnership (“Units”) representing an approximate 92.0% and 88.5% common ownership interest at December 31, 2009 and 2008, respectively. The Company also owns a preferred general partnership interest in the Operating Partnership represented by preferred Units (“Preferred Units”) with an aggregate liquidation priority of $275,000 at December 31, 2009. The Company is a real estate investment trust (“REIT”) as defined in the Internal Revenue Code of 1986 (the “Code”). The Company’s operations are conducted primarily through the Operating Partnership. The limited partners of the Operating Partnership owned, in the aggregate, approximately a 8.0% and 11.5% interest in the Operating Partnership at December 31, 2009 and 2008, respectively. Unless the context otherwise requires, the term the “Operating Partnership” refers to First Industrial, L.P. and the terms “we,” “us,” and “our” refer to First Industrial, L.P. and its controlled subsidiaries. Effective September 1, 2009, our taxable REIT subsidiary, First Industrial Investment, Inc. (the “old TRS”) merged into First Industrial Investment II, LLC (“FI LLC”), which is wholly owned by the Operating Partnership. Immediately thereafter, certain assets and liabilities of FI LLC were contributed to a new subsidiary, FR Investment Properties, LLC (“FRIP”). FRIP is 1% owned by FI LLC and 99% owned by a new taxable REIT subsidiary, First Industrial Investment Properties, Inc. (the “new TRS,” which, collectively with the old TRS and certain wholly owned taxable real estate investment trust subsidiaries of FI LLC, will be referred to as the “TRSs”), which is wholly owned by FI LLC (see Note 13).

We are the sole member of several limited liability companies, including FI LLC (the “L.L.C.s”). The Operating Partnership, the L.L.C.s, FRIP and the new TRS are referred to as the “Consolidated Operating Partnership.” The operating data of the L.L.C.s, FRIP and the new TRS are consolidated with that of the Operating Partnership as presented herein. The Operating Partnership also holds at least a 99% 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 FI Development Services, L.P. (together, the “Other Real Estate Partnerships”).

We also own noncontrolling equity interests in, and provide various services to, seven joint ventures whose purpose is to invest in industrial properties (the “2003 Net Lease Joint Venture,” the “2005 Development/Repositioning Joint Venture,” the “2005 Core Joint Venture,” the “2006 Net Lease Co-Investment Program,” the “2006 Land/Development Joint Venture,” the “2007 Canada Joint Venture,” and the “2007 Europe Joint Venture”; together the “Joint Ventures”). The Other Real Estate Partnerships and the Joint Ventures are accounted for under the equity method of accounting. The 2007 Europe joint venture does not own any properties.

The operating data of our Joint Ventures is not consolidated with that of the Consolidated Operating Partnership as presented herein.

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

As of December 31, 2009, we owned 712 industrial properties (inclusive of developments in progress), containing an aggregate of approximately 61.3 million square feet of gross leasable area (“GLA”). On a combined basis, as of December 31, 2009, the Other Real Estate Partnerships owned 72 industrial properties, containing an aggregate of approximately 7.9 million square feet of GLA.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Profits, losses and distributions of us, 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 us, the L.L.C.s and the Other Real Estate Partnerships.

Any references to the number of buildings and square footage in the financial statement footnotes are unaudited.


2.	Current Business Risks and Uncertainties

The real estate markets have been significantly impacted by disruption in the global capital markets. The current recession has resulted in downward pressure on our net operating income and has impaired our ability to sell properties at favorable terms.

Our unsecured revolving credit facility that has a borrowing capacity of $500,000 (the “Unsecured Line of Credit”) and the indentures under which our senior unsecured indebtedness is, or may be, issued contain certain financial covenants, including, among other things, coverage ratios and limitations on our ability to incur total indebtedness and secured and unsecured indebtedness. Consistent with our prior practice, we will, in the future, continue to interpret and certify our performance under these covenants in a good faith manner that we deem reasonable and appropriate. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders in a manner that could impose and cause us to incur material costs. Any violation of these covenants would subject us to higher finance costs and fees, or accelerated maturities. In addition, our credit facilities and senior debt securities contain certain cross-default provisions, which are triggered in the event that our other material indebtedness is in default. Under the Unsecured Line of Credit, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreement.

We believe that we were in compliance with our financial covenants as of December 31, 2009, and we anticipate that we will be able to operate in compliance with our financial covenants throughout 2010 based upon our earnings projections. Our belief that we will continue to meet our financial covenants through 2010 is based on internal projections of EBITDA, as defined in our Unsecured Line of Credit and our unsecured notes, which include a number of assumptions, including, among others, assumptions regarding occupancy rates, tenant retention and rental rates as well as internal projections of interest expense and preferred dividends. However, our ability to meet our financial covenants may be reduced if economic and credit market conditions limit our property sales and reduce our net operating income below our projections. We plan to enhance our liquidity, and reduce our indebtedness, through a combination of capital retention, mortgage and equity financings, asset sales and debt reduction.


	•	Capital Retention— We plan to retain capital by maintaining a distribution policy that makes per unit distributions equivalent to the per share distributions the Company is required to make to meet its minimum distribution requirements as a REIT. The Operating Partnership did not make distributions in 2009 and may not make distributions in 2010 depending on the Company’s taxable income. If, to maintain its REIT status, the Company is required to pay common stock dividends with respect to 2010, the Company may elect to do so by distributing a combination of cash and common shares and the Operating Partnership would make corresponding distributions in cash and common units. Also, if the Company is not required to pay preferred stock dividends to maintain its REIT status, it may elect to suspend some or all preferred stock dividends for one or more fiscal quarters, which would aid compliance with the fixed charge coverage covenant under our Unsecured Line of Credit. If the Company did elect to suspend some or all preferred stock dividends for one or more fiscal quarters, the Operating Partnership would elect to suspend corresponding preferred stock unit distributions.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	•	Mortgage Financing— During the year ended December 31, 2009, we originated $307,567 in mortgage financings with maturities ranging from September 2012 to January 2020 and interest rates ranging from 6.42% to 7.87% (see Note 7). We believe these mortgage financings comply with all covenants contained in our Unsecured Line of Credit and our senior debt securities, including coverage ratios and total indebtedness, total unsecured indebtedness and total secured indebtedness limitations. We continue to engage various lenders regarding the origination of additional mortgage financings and the terms and conditions thereof. To the extent additional mortgage financing is originated, we expect to use proceeds received to pay down other debt. No assurances can be made that additional mortgage financing will be obtained.

	•	Equity Financing— During the year ended December 31, 2009, the Company sold 3,034,120 shares of its common stock, generating approximately $15,920 in net proceeds, under the direct stock purchase component of the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (“DRIP”). On October 5, 2009, the Company sold in an underwritten public offering 13,635,700 shares of its common stock at a price to the public of $5.25 per share. Total proceeds to the Company, net of underwriter’s discount and total expenses, were $67,780 (see Note 8). These proceeds were contributed to us in exchange for an equivalent number of Units. We may opportunistically access the equity markets again, subject to contractual restrictions, and may continue to issue shares under the direct stock purchase component of the DRIP. To the extent additional equity offerings occur, we expect to use the proceeds received to reduce our indebtedness.

	•	Asset Sales— During the year ended December 31, 2009 we sold 12 industrial properties and several land parcels for gross proceeds of $90,334. We are in various stages of discussions with third parties for the sale of additional properties for the 2010 and plan to continue to selectively market other properties for sale throughout 2010. We expect to use sales proceeds to pay down additional debt. If we are unable to sell properties on an advantageous basis, this may impair our liquidity and our ability to meet our financial covenants.

	•	Debt Reduction— During the year ended December 31, 2009, we repurchased $271,474 of our senior unsecured notes (including $19,279 of our 2009 Notes prior to their repayment at maturity on June 15, 2009) (see Note 7). We may from time to time repay additional amounts of our outstanding debt. Any repayments would depend upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors we consider important. On January 8, 2010 we offered to purchase up to $125,000 of our outstanding 2011 Notes, 2012 Notes and 2014 Notes. On January 25, 2010 we increased the offer from $125,000 to $160,000. On February 8, 2010, we accepted for purchase $72,702 of our 2011 Notes, $66,236 of our 2012 Notes and $21,062 million of our 2014 Notes. In connection with the tender offer, we will recognize approximately $0.4 million as gain on early retirement of debt. Future repayments may materially impact our liquidity, future tax liability and results of operations.

Although we believe we will be successful in meeting our liquidity needs and maintaining compliance with our debt covenants through a combination of capital retention, mortgage and equity financings, asset sales and debt repurchases, if we were to be unsuccessful in executing one or more of the strategies outlined above, our financial condition and operating results could be materially adversely affected.


3.	Basis of Presentation

Our consolidated financial statements at December 31, 2009 and 2008 and for each of the years ended December 31, 2009, 2008 and 2007 include the accounts and operating results of the Operating Partnership, the L.L.C.s, FRIP and the new TRS on a consolidated basis. Such financial statements present our limited partnership interests in each of the Other Real Estate Partnerships and our minority equity interests in our Joint Ventures under the equity method of accounting. All intercompany transactions have been eliminated in consolidation.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


4.	Summary of Significant Accounting Policies

In order to conform with generally accepted accounting principles, we are required in preparation of our financial statements 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, 2009 and 2008, and the reported amounts of revenues and expenses for each of the years ended December 31, 2009, 2008 and 2007. 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. At December 31, 2009, approximately $1,000 is subject to a compensating balance arrangement. The related balance, however, is not subject to any withdrawal restrictions.

Restricted Cash

At December 31, 2009 and 2008, restricted cash primarily includes cash held in escrow in connection with mortgage debt requirements. The carrying amount approximates fair value due to the short term maturity of these investments.

Investment in Real Estate and Depreciation

Investment in Real Estate is carried at cost. We review our properties on a periodic basis for impairment and provide a provision if impairments are found. To determine if an impairment may exist, we review our properties and identify those that have had either an event of change or event of circumstance warranting further assessment of recoverability (such as a decrease in occupancy). If further assessment of recoverability is needed, we estimate the future net cash flows expected to result from the use of the property and its eventual disposition, on an individual property basis. If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of the property, on an individual property basis, we will recognize an impairment loss based upon the estimated fair value of such property. For properties we consider held for sale, we cease depreciating the properties and value the properties at the lower of depreciated cost or fair value, less costs to dispose. If circumstances arise that were previously considered unlikely, and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify such property as held and used. Such property is measured at the lower of its carrying amount (adjusted for any depreciation and amortization expense that would have been recognized had the property been continuously classified as held and used) or fair value at the date of the subsequent decision not to sell. To calculate the fair value of properties held for sale, we deduct from the estimated sales price of the property the estimated costs to close the sale. We classify properties as held for sale when all criteria within the Financial Accounting Standards Board’s (the “FASB”) guidance on the impairment or disposal of long-lived assets are met.

Interest costs, real estate taxes, compensation costs of development personnel and other directly related costs incurred during construction periods are capitalized and depreciated commencing with the date the property is substantially completed. Upon substantial completion, we reclassify construction in progress to building, tenant improvements and leasing commissions. Such costs begin to be capitalized to the development projects from the point we are undergoing necessary activities to get the development ready for its intended

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

use and ceases when the development projects are substantially completed and held available for occupancy. Depreciation expense is computed using the straight-line method based on the following useful lives:


	Years

Buildings and Improvements		8 to 50
Land Improvements		3 to 20
Furniture, Fixtures and Equipment		5 to 10

Construction expenditures for tenant improvements, leasehold improvements and leasing commissions (inclusive of compensation costs of personnel attributable to leasing) are capitalized and amortized over the terms of each specific lease. Capitalized compensation costs of personnel attributable to leasing relate to time directly attributable to originating leases with independent third parties that result directly from and are essential to originating those leases and would not have been incurred had these leasing transactions not occurred. Repairs and maintenance are charged to expense when incurred. Expenditures for improvements are capitalized.

We account for all acquisitions entered into subsequent to June 30, 2001 in accordance with the FASB’s guidance on business combinations. Upon acquisition of a property, we allocate the purchase price of the property based upon the fair value of the assets acquired and liabilities assumed, which generally consists of land, buildings, tenant improvements, leasing commissions and intangible assets including in-place leases, above market and below market leases and tenant relationships. We allocate the purchase price to the fair value of the tangible assets of an acquired property by valuing the property as if it were vacant. Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental revenue over the remaining term of the respective leases, and the below market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases.

The purchase price is further allocated to in-place lease values and tenant relationships based on our evaluation of the specific characteristics of each tenant’s lease and our overall relationship with the respective tenant. The value of in-place lease intangibles and tenant relationships, which are included as components of Deferred Leasing Intangibles, Net, are amortized over the remaining lease term (and expected renewal periods of the respective lease for tenant relationships) as adjustments to depreciation and other amortization expense. If a tenant terminates its lease early, the unamortized portion of leasing commissions, tenant improvements, above and below market leases, the in-place lease value and tenant relationships is immediately written off.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred Leasing Intangibles, exclusive of Deferred Leasing Intangibles held for sale, included in our total assets consist of the following:


	December 31,			December 31,
	2009			2008

In-Place Leases	$	61,338		$	75,282
Less: Accumulated Amortization		(29,069	)		(27,426	)

	$	32,269		$	47,856

Above Market Leases	$	4,999		$	13,130
Less: Accumulated Amortization		(1,546	)		(1,866	)

	$	3,453		$	11,264

Tenant Relationships	$	23,197		$	25,361
Less: Accumulated Amortization		(7,123	)		(4,998	)

	$	16,074		$	20,363

Total Deferred Leasing Intangibles, Net	$	51,796		$	79,483

Deferred Leasing Intangibles, exclusive of Deferred Leasing Intangibles held for sale, included in our total liabilities consist of the following:


	December 31,			December 31,
	2009			2008

Below Market Leases	$	34,090		$	37,489
Less: Accumulated Amortization		(12,219	)		(10,412	)

Total Deferred Leasing Intangibles, Net	$	21,871		$	27,077

Amortization expense related to in-place leases and tenant relationships of deferred leasing intangibles was $17,006, $27,592, and $20,502, for the years ended December 31, 2009, 2008, and 2007, respectively. Rental revenues increased by $3,088, $7,537, and $3,814 related to net amortization of above/(below) market leases for the years ended December 31, 2009, 2008, and 2007, respectively. We will recognize net amortization expense related to the deferred leasing intangibles over the next five years, for properties owned as of December 31, 2009, as follows:


			Estimated Net Increase
	Estimated Net Amortization		to Rental Revenues
	of In-Place Leases and		Related to Above
	Tenant Relationships		and Below Market Leases

2010	$	10,245	$	2,989
2011		7,864		1,689
2012		6,492		1,161
2013		5,512		886
2014		4,322		779

Construction Revenues and Expenses

Construction revenues and expenses represent revenues earned and expenses incurred in connection with the old TRS acting as general contractor or development manager to construct industrial properties, including industrial properties for the 2006 Development/Repositioning Joint Venture, and also include revenues and expenses related to the development of properties for third parties. We use thepercentage-of-completion contract method to recognize revenue. Using this method, revenues are recorded based on estimates of the

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

percentage of completion of individual contracts. The percentage of completion estimates are based on a comparison of the contract expenditures incurred to the estimated final costs. Changes in job performance, job conditions and estimated profitability may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

Foreign Currency Transactions and Translation

During 2009, we owned several land parcels located in Toronto, Canada for which the functional currency was determined to be the Canadian dollar. Additionally, the 2007 Canada Joint Venture owns three industrial properties and several land parcels in Canada for which the functional currency is the Canadian dollar. The assets and liabilities of these industrial properties and land parcels are translated to U.S. dollars from the Canadian dollar based on the current exchange rate prevailing at each balance sheet date. The income statement accounts of the industrial properties and land parcels are translated using the average exchange rates for the period. The resulting translation adjustments are included in accumulated other comprehensive income. For the years ended December 31, 2009 and 2008, we recorded $4,303 and $(6,246) in foreign currency translation gain (loss), respectively, offset by $(2,817) and $3,498 of income tax (provision) benefit, respectively.

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 $17,423 and $17,918 at December 31, 2009 and 2008, 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 and Advances to Other Real Estate Partnerships represents our limited partnership interests in and advances to, through the Operating Partnership, the Other Real Estate Partnerships. We account for our Investment in and Advances to Other Real Estate Partnerships under the equity method of accounting. Under the equity method of accounting, our 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, our Investment in and Advances to Other Real Estate Partnerships as paid or received, respectively.

On a periodic basis, we assess whether there are any indicators that the value of our Investment in and Advances to Other Real Estate Partnerships may be impaired in accordance with guidance from the Accounting Principles Board (“APB”). An investment is impaired only if our estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the fair value of the investment. Our estimates of fair value for each investment are based on a number of subjective assumptions that are subject to economic and market uncertainties including, among others, demand for space, market rental rates and operating costs and the discount rate used to value the cash flows of the properties. As these factors are difficult to predict and are subject to future events that may alter our assumptions, our fair values estimated by management in the impairment analyses may not be realized.

Investments in Joint Ventures

Investments in Joint Ventures represent our limited partnership interests in our Joint Ventures. We account for our investments in Joint Ventures under the equity method of accounting, as we do not have operational control or a majority voting interest. Under the equity method of accounting, our share of earnings or losses of our Joint Ventures is reflected in income as earned and contributions or distributions increase or decrease our

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Investments in Joint Ventures as paid or received, respectively. Differences between our carrying value of our investments in Joint Ventures and our underlying equity of such Joint Ventures are amortized over the respective lives of the underlying assets, as applicable.

On a periodic basis, we assess whether there are any indicators that the value of our Investments in Joint Ventures may be impaired. An investment is impaired only if our estimate of the fair value of the investment is less than the carrying value of the investment, and such decline in fair value is deemed to be other than temporary. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the investment over the value of the investment. Our estimates of fair value for each investment are based on a number of subjective assumptions that are subject to economic and market uncertainties including, among others, demand for space, market rental rates and operating costs, the discount rate used to value the cash flows of the properties and the discount rate used to value the Joint Ventures’ debt. As these factors are difficult to predict and are subject to future events that may alter our assumptions, our fair values estimated in the impairment analyses may not be realized.

Limited Partners’ Units

Limited partner Units are reported within Partners’ Capital in the balance sheet as of December 31, 2009 and 2008 because they are not redeemable for cash or other assets (a) at a fixed or determinable date, (b) at the option of the Unitholder or (c) upon the occurrence of an event that is not solely within the control of the Operating Partnership. Redemption can be effectuated, as determined by the General Partner, either by exchanging the Units for shares of common stock of the Company on a one-for-one basis, subject to adjustment, or by paying cash equal to the fair market value of such shares.

The Operating Partnership is the only significant asset of the Company and economic, fiduciary and contractual means align the interests of the Company and the Operating Partnership. The Board of Directors and officers of the Company direct the Company to act when acting in its capacity as sole general partner of the Operating Partnership. Because of this, the Operating Partnership is deemed to have effective control of the form of redemption consideration. As of December 31, 2009, all criteria were met for the Operating Partnership to control the actions or events necessary to issue the maximum number of the Company’s common shares required to be delivered upon redemption of all remaining Units.

Stock Based Compensation

We account for stock based compensation using the modified prospective application method, which requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest.

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 real estate taxes, insurance and other property operating expenses and is recognized as revenue in the same period the related expenses are incurred by us.

Revenue is recognized on payments received from tenants for early lease terminations after we determine that all the necessary criteria have been met in accordance with the FASB’s guidance on accounting for leases.

Interest income on mortgage loans receivable is recognized based on the accrual method unless a significant uncertainty of collection exists. If a significant uncertainty exists, interest income is recognized as collected.

We provide 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

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

allowance for doubtful accounts of $3,008 and $2,519 as of December 31, 2009 and 2008, respectively. For accounts receivable we deem uncollectible, we use the direct write-off method.

Gain on Sale of Real Estate

Gain on sale of real estate is recognized using the full accrual method, when appropriate. 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 written off with resulting gains or losses reflected in net income or loss. Estimated future costs to be incurred by us after completion of each sale are included in the determination of the gain on sales.

Income Taxes

In accordance with partnership taxation, each of the partners are responsible for reporting their share of taxable income or loss.

A benefit/provision has been made for federal income taxes in the accompanying consolidated financial statements for activities conducted in the TRSs, which has been accounted for under the FASB’s guidance on accounting for income taxes. In accordance with the guidance, the total benefit/provision has been separately allocated to income from continuing operations, income from discontinued operations and gain on sale of real estate.

We are subject to certain state and local income, excise and franchise taxes. The provision for excise and franchise taxes has been reflected in general and administrative expense in the consolidated statements of operations and has not been separately stated due to its insignificance. State and local income taxes are included in the benefit/ provision for income taxes which is allocated to income from continuing operations, income from discontinued operations and gain on sale of real estate.

We file income tax returns in the U.S., and various states and foreign jurisdictions. In general, the statutes of limitations for income tax returns remain open for the years 2006 through 2009.

Participating Securities

Net income net of preferred dividends is allocated to Unitholders and participating securities based upon their proportionate share of weighted average Units plus weighted average participating securities. Participating securities are unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents. Certain restricted stock awards and restricted unit awards granted to employees and directors are considered participating securities as they receive non-forfeitable dividend or dividend equivalents at the same rate as Units. See Note 12 for further disclosure about participating securities.

Earnings Per Unit (“EPU”)

Basic net income (loss) available to Unitholders per Unit is computed by dividing net income (loss) available to Unitholders by the weighted average number of Units outstanding for the period. Diluted net income (loss) available to Unitholders per Unit is computed by dividing net income (loss) available to Unitholders by the sum of the weighted average number of Units outstanding and any dilutive non-participating securities for the period. See Note 12 for further disclosure about EPU.

Derivative Financial Instruments

Historically, we have used interest rate protection agreements (“Agreements”) to fix the interest rate on anticipated offerings of senior unsecured 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 derivative or the life of the debt and included in interest expense. Receipts or payments resulting from Agreements used to convert floating rate debt to fixed

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

rate debt are recognized as a component of interest expense. Agreements which qualify for hedge accounting aremarked-to-market and any gain or loss is recognized in other comprehensive income (partners’ capital). Any Agreements which no longer qualify for hedge accounting aremarked-to-market and any gain or loss is recognized in net (loss) income available Unitholders immediately. Amounts accumulated in other comprehensive income during the hedge period are reclassified to earnings in the same period during which the forecasted transaction or hedged item affects net income (loss). The credit risks associated with 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 Agreements, our exposure is limited to the current value of the interest rate differential, not the notional amount, and our carrying value of Agreements on the balance sheet. See Note 18 for more information on Agreements.

Fair Value of Financial Instruments

Financial instruments other than our derivatives (see preceding paragraph) include short-term investments, tenant accounts receivable, net, mortgage notes receivable, accounts payable, other accrued expenses, mortgage and other loans payable, unsecured line of credit and senior unsecured debt. The fair values of the short-term investments, tenant accounts receivable, net, accounts payable and other accrued expenses approximate their carrying or contract values. See Note 7 for the fair values of the mortgage and other loans payable, unsecured line of credit and senior unsecured debt and see Note 10 for the fair value of our mortgage notes receivable.

Discontinued Operations

The FASB’s guidance on financial reporting for the disposal of long lived assets requires that the results of operations and gains or losses on the sale of property or property held for sale be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from our ongoing operations as a result of the disposal transaction and (b) we will not have any significant continuing involvement in the operations of the property after the disposal transaction. The guidance also requires prior period results of operations for these properties to be reclassified and presented in discontinued operations in prior consolidated statements of operations.

Segment Reporting

Management views the Consolidated Operating Partnership as a single segment.

Recent Accounting Pronouncements

In June 2009, the FASB issued new guidance which revises and updates previously issued guidance related to variable interest entities. This new guidance, which became effective January 1, 2010, revises the previous guidance by eliminating the exemption for qualifying special purpose entities, by establishing a new approach for determining who should consolidate a variable-interest entity and by changing when it is necessary to reassess who should consolidate a variable-interest entity. We will adopt this new guidance January 1, 2010. We are currently assessing the potential impact that the adoption of this guidance will have on our financial position and results of operations.

Effective January 1, 2009 we adopted newly issued guidance from the Emerging Issues Task Force (“EITF”) regarding the determination of whether instruments granted in share-based payment transactions are participating securities. The guidance required retrospective application. Under this guidance, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in the computation of EPU pursuant to the two-class method. The two-class method determines EPU for each class of units and participating securities according to dividends or dividend equivalents and their respective participation rights in undistributed earnings. Certain restricted stock awards granted to employees and directors are considered participating securities as they receive non-forfeitable dividend or dividend equivalents at the same rate as units. The impact of adopting this guidance decreased previously filed basic and diluted EPU by $0.05 and $0.05 for the years ended December 31, 2008 and 2007, respectively.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Effective January 1, 2009 we adopted newly issued guidance from the APB regarding accounting for convertible debt instruments that may be settled for cash upon conversion. This guidance requires the liability and equity components of convertible debt instruments to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The guidance requires that the value assigned to the debt component be the estimated fair value of a similar bond without the conversion feature, which would result in the debt being recorded at a discount. The resulting debt discount is then amortized over the period during which the debt is expected to be outstanding (i.e., through the first optional redemption date) as additional non-cash interest expense. Retrospective application to all periods presented is required.

The equity component of our convertible unsecured notes (the “2011 Exchangeable Notes”) was $7,898 and therefore we retroactively adjusted our Senior Unsecured Debt by this amount as of September 2006. This debt discount has been subsequently amortized and as of December 31, 2009 the principal amount of the 2011 Exchangeable Notes, its unamortized discount and the net carrying amount after repurchases is $146,900, $2,030 and $144,870, respectively. In addition, we reclassified $194 of the original finance fees incurred in relation to the 2011 Exchangeable Notes to partners’ capital as of September 2006. For the year ended December 31, 2009, we recognized $10,569 of interest expense related to the 2011 Exchangeable Notes of which $9,039 relates to the coupon rate and $1,530 relates to the debt discount amortization. We anticipate amortizing the remaining debt discount into interest expense through maturity in September 2011. We recognized $3,555 and $(88) as an adjustment to total partners’ capital as of December 31, 2008 that represents amortization expense of the discount and the loan fees, respectively, which would have been recognized had the new guidance regarding accounting for convertible debt instruments been effective since the issuance date of our 2011 Exchangeable Notes.

The impact to net income and the loss from continuing operations related to the adoption of the guidance regarding business combinations for the year ended December 31, 2008 was an increase to general and administrative expense of $269. The impact to net income and the loss from continuing operations related to the adoption of the guidance regarding convertible debt instruments for the years ended December 31, 2008 and 2007 was an increase to interest expense of $1,580 and a decrease to amortization of deferred financing fees of $39.

The impact to the balance sheet as of December 31, 2008 related to the adoption of the guidance regarding business combinations and convertible debt instruments is as follows:


						Adjustments
			Adjustments			Related to
	Balance Sheet as		Related to			Adoption of			Balance Sheet
	Previously		Adoption of			Convertible			As
	Filed - as of		Business			Debt			Adjusted - as of
	December 31,		Combination			Instrument			December 31,
	2008		Guidance			Guidance			2008

Deferred Financing Costs, Net	$	12,197	$	—		$	(106	)	$	12,091
Prepaid Expenses and Other Assets, Net	$	167,889	$	(269	)	$	—		$	167,620
Senior Unsecured Debt, Net	$	1,516,298	$	—		$	(4,343	)	$	1,511,955
General Partner Units	$	629,856	$	(255	)	$	4,654		$	634,255
Limited Partners’ Units	$	122,009	$	(14	)	$	(417	)	$	121,578
Total Partners’ Capital	$	995,668	$	(269	)	$	4,237		$	999,636

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


5.	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 consolidated financial statements.

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

Condensed Combined Balance Sheets:


	December 31,		December 31,
	2009		2008

ASSETS
Assets:
Investment in Real Estate, Net	$	280,796	$	303,262
Note Receivable		264,740		—
Other Assets, Net		78,100		56,505

Total Assets	$	623,636	$	359,767


LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Mortgage Loans Payable	$	32,165	$	—
Other Liabilities		9,515		11,670
Partners’ Capital		581,956		348,097

Total Liabilities and Partners’ Capital	$	623,636	$	359,767

Condensed Combined Statements of Operations:


	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2009			2008			2007

Total Revenues (including Interest Income)	$	52,235		$	40,173		$	37,073
Property Expenses		(11,609	)		(13,004	)		(10,752	)
General and Administrative		—			—			(16	)
Interest Expense		(635	)		—			—
Amortization of Deferred Financing Costs		(24	)		—			—
Depreciation and Other Amortization		(15,541	)		(16,150	)		(17,120	)
Income Tax Provision		—			—			(9	)

Income from Continuing Operations		24,426			11,019			9,176
Income from Discontinued Operations (Including Gain on Sale of Real Estate of $3,192, $35,783, and $7,594 for the years ended December 31, 2009, 2008 and 2007		4,178			39,256			15,757
Gain (Loss) on Sale of Real Estate		61			(53	)		1,546

Net Income	$	28,665		$	50,222		$	26,479

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


6.	Investments in Joint Ventures and Property Management Services

On September 28, 1998, we entered into the 1998 Core Joint Venture with an institutional investor to invest in industrial properties. At December 31, 2006, we owned a 10% equity interest in the 1998 Core Joint Venture and provided property and asset management services to the 1998 Core Joint Venture. On January 31, 2007, we purchased the remaining 90% equity interest from the institutional investor in the 1998 Core Joint Venture. We paid $18,458 in cash and assumed $30,340 in mortgage loans payable. As of December 31, 2007, we paid off and retired the mortgage loan payable. In connection with the early repayment of the mortgage loans payable, we incurred prepayment penalties and a write-off of unamortized deferred financing fees totaling $265.

On May 16, 2003, we entered into the 2003 Net Lease Joint Venture with an institutional investor to invest in industrial properties. We own a 15% equity interest in and provide property management services to the 2003 Net Lease Joint Venture. During the year ended December 31, 2009, we recorded an impairment loss of $243 in equity in income of Joint Ventures which represents our proportionate share of the impairment loss related to one industrial property owned by the 2003 Net Lease Joint Venture. Additionally, for the year ended December 31, 2009, we recorded an impairment loss on our investment in the 2003 Net Lease Joint Venture of $1,315 in equity in income. For the year ended December 31, 2008, we recorded an impairment loss on the investment in one industrial property owned by the 2003 Net Lease Joint Venture of $1,249 in equity in income of Joint Ventures. As of December 31, 2009, the 2003 Net Lease Joint Venture owned 10 industrial properties comprising approximately 5.1 million square feet of GLA.

On March 18, 2005, we entered into the 2005 Development/Repositioning Joint Venture with an institutional investor to invest in, own, develop, redevelop and operate certain industrial properties. We own a 10% equity interest in and provide property management, asset management, development management and leasing management services to the 2005 Development/Repositioning Joint Venture. During the year ended December 31, 2008, we recorded an impairment loss of $483 in equity in income of Joint Ventures which represents our proportionate share of impairment loss related to two industrial properties and one land parcel owned by the 2005 Development/Repositioning Joint Venture. Additionally, for the year ended December 31, 2008 we recorded an impairment loss on our investment in the 2005 Development/Repositioning Joint Venture of $25,332 in equity in income of Joint Ventures. As of December 31, 2009, the 2005 Development/Repositioning Joint Venture owned 46 industrial properties comprising approximately 8.2 million square feet of GLA and several land parcels.

On September 7, 2005, we entered into the 2005 Core Joint Venture with an institutional investor to invest in, own and operate certain industrial properties. We own a 10% equity interest in and provide property management, asset management, development management, disposition, incentive and leasing management services to the 2005 Core Joint Venture. For the year ended December 31, 2008, we recorded an impairment loss on our investment in the 2005 Core Joint Venture of $3,153 in equity in income of Joint Ventures. As of December 31, 2009, the 2005 Core Joint Venture owned 48 industrial properties comprising approximately 3.9 million square feet of GLA and several land parcels.

On March 21, 2006, we entered into the 2006 Net Lease Co-Investment Program with an institutional investor to invest in industrial properties. We own a 15% equity interest in and provide property management, asset management and leasing management services to the 2006 Net Lease Co-Investment Program. On September 18, 2009, we received a notice from the counterparty in the 2006 Net Lease Co-Investment Program that such counterparty is exercising the buy/sell provision in the program’s governing agreement to either purchase our 15% interests in the real property assets currently owned by the program or sell to us its interests in some or all of such assets, along with an additional real property asset in another program which we manage but in which we have no ownership interest. We have accepted the investor’s offered price. As a result, during the year ended December 31, 2009, we recorded an impairment loss of $1,747 in equity in loss of Joint Ventures which represents our proportionate share of the impairment loss related to one industrial property owned by the 2006 Net Lease Co-Investment Program and an impairment loss on our investment in

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the 2006 Net Lease Co-Investment Program of $3,879. During the year ended December 31, 2008, we recorded an impairment loss of $2,216 in equity in income of Joint Ventures which represents our proportionate share of the impairment loss related to two industrial properties owned by the 2006 Net Lease Co-Investment Program. As of December 31, 2009, the 2006 Net Lease Co-Investment Program owned 11 industrial properties comprising approximately 4.4 million square feet of GLA.

On July 21, 2006, we entered into the 2006 Land/Development Joint Venture with an institutional investor to invest in land and vertical development. We own a 10% equity interest in and provide property management, asset management, development management and leasing management services to the 2006 Land/Development Joint Venture. For the year ended December 31, 2008 we recorded an impairment loss on the investment in the 2006 Land/Development Joint Venture of $10,105 in equity in income of Joint Ventures. As of December 31, 2009, the 2006 Land/Development Joint Venture owned one industrial property comprising approximately 0.8 million square feet of GLA and several land parcels.

During July 2007, we entered into a management arrangement with an institutional investor to provide property management, leasing, acquisition, disposition and portfolio management services for industrial properties (the “July 2007 Fund”). We do not own an equity interest in the July 2007 Fund, however we are entitled to incentive payments if certain economic thresholds related to the industrial properties are achieved. Effective September 2, 2009, we are no longer providing management services for two of the assets in the July 2007 Fund. We received a one-time fee of approximately $866 in the third quarter of 2009 from the termination of the management agreement.

During December 2007, we entered into the 2007 Canada Joint Venture and the 2007 Europe Joint Venture with an institutional investor to invest in, own, develop, redevelop and operate industrial properties. We own a 10% equity interest in and will provide property management, asset management, development management and leasing management services to the 2007 Canada Joint Venture and the 2007 Europe Joint Venture. As of December 31, 2009, the 2007 Canada Joint Venture owned three industrial properties comprising approximately 0.2 million square feet of GLA and several land parcels. As of December 31, 2009, the 2007 Europe Joint Venture did not own properties.

The 2003 Net Lease Joint Venture, 2005 Development/Repositioning Joint Venture, 2006 Land/Development Joint Venture, July 2007 Fund and the 2007 Canada Joint Venture are considered variable interest entities in accordance with the FASB’s guidance on the consolidation of variable interest entities. However, we are not considered the primary beneficiary for the ventures. As of December 31, 2009, our investments in the 2003 Net Lease Joint Venture, 2005 Development/Repositioning Joint Venture, 2006 Land/Development Joint Venture and the 2007 Canada Joint Venture are $3,154, ($2,785), $133 and $1,532, respectively. Our maximum exposure to loss is equal to our investment balance of each venture as of year end plus any future contributions we make to the ventures.

During the year ended December 31, 2008, we earned acquisition fees from the 2006 Land/Development Joint Venture. During the year ended December 31, 2007, we earned acquisition fees from the 2006 Land/Development Joint Venture and the July 2007 Fund. During the year ended December 31, 2006, we earned acquisition fees from the 2003 Net Lease Joint Venture, the 2005 Core Joint Venture, the 2006 Net Lease Co-Investment Program and the July 2007 Fund. We deferred 15% of the acquisition fees earned from the 2003 Net Lease Joint Venture and the 2006 Net Lease Co-Investment Program activity and 10% of the acquisition fees earned from the 2005 Core Joint Venture and the 2006 Land/Development Joint Venture activity. The deferrals reduced our investment in the Joint Ventures and are amortized into income over the life of the underlying properties, generally 25 to 40 years.

At December 31, 2009 and 2008, we have a receivable from the Joint Ventures and the July 2007 Fund of $1,218 and $3,939, respectively, which mainly relates to development, leasing, property management and asset management fees due to us from the Joint Ventures and the July 2007 Fund and reimbursement for

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

development expenditures made by the TRSs who are acting in the capacity of the general contractor for development projects for the 2005 Development/Repositioning Joint Venture. These amounts are included in Prepaid Expenses and Other Assets, Net.

During the years ended December 31, 2009, 2008 and 2007, we invested the following amounts in, as well as received distributions from, our Joint Ventures and recognized fees from acquisition, disposition, leasing, development, incentive, property management and asset management services from our Joint Ventures and the July 2007 Fund in the following amounts:


	Year Ended		Year Ended		Year Ended
	December 31,		December 31,		December 31,
	2009		2008		2007

Contributions	$	3,742	$	16,623	$	25,482
Distributions	$	8,652	$	22,505	$	54,228
Fees	$	11,174	$	19,757	$	25,116

The combined summarized financial information of the investments in Joint Ventures is as follows:


	December 31,			December 31,
	2009			2008

Condensed Combined Balance Sheets
Gross Real Estate Investment	$	1,785,713		$	1,967,717
Less: Accumulated Depreciation		(126,685	)		(93,215	)

Net Real Estate		1,659,028			1,874,502
Other Assets		159,659			186,881

Total Assets	$	1,818,687		$	2,061,383

Debt	$	1,452,339		$	1,442,464
Other Liabilities		70,544			130,407
Equity		295,804			488,512

Total Liabilities and Equity	$	1,818,687		$	2,061,383

Consolidated Operating Partnership’s share of Equity	$	34,310		$	56,066
Basis Differentials(1)		(28,507	)		(39,767	)

Carrying Value of the Consolidated Operating Partnership’s investments in Joint Ventures	$	5,803		$	16,299


(1)		This amount represents the aggregate difference between our historical cost basis and the basis reflected at the joint venture level. Basis differentials are primarily comprised of impairments we recorded to reduce certain of our investments in Joint Ventures to fair value, a gain deferral related to a property we sold to the 2003 Net Lease Joint Venture, deferred fees and certain equity costs which are not reflected at the joint venture level.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	Year Ended December 31,
	2009			2008			2007

Condensed Combined Statements of Operations
Total Revenues	$	94,143		$	87,900		$	80,917
Expenses:
Operating and Other		42,968			37,331			27,070
Interest		42,880			53,617			46,974
Depreciation and Amortization		50,956			46,944			43,887
Impairment Loss		150,804			9,951			—

Total Expenses		287,608			147,843			117,931
Income from Discontinued Operations (Including Gain on Sale of Real Estate of $1,177, $34,885 and $92,652 for the years ended December 31, 2009, 2008 and 2007, respectively)		1,291			24,932			85,687
Gain on Sale of Real Estate		8,603			17,093			15,523

Net (Loss) Income	$	(183,571	)	$	(17,918	)	$	64,196

Consolidated Operating Partnership’s Share of Net (Loss) Income		(1,276	)		6,661			29,958
Impairment on the Operating Partnership’s Investments in Joint Ventures		(5,194	)		(39,839	)		—

Equity in (Loss) Income of Joint Ventures	$	(6,470	)	$	(33,178	)	$	29,958

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


7.	Mortgage and Other Loans Payable, Net, Senior Unsecured Notes, Net and Unsecured Line of Credit

The following table discloses certain information regarding our mortgage and other loans payable, senior unsecured notes and Unsecured Line of Credit:


	Outstanding								Effective
	Balance at						Interest		Interest
				(As Adjusted)			Rate At		Rate at
	December 31,			December 31,			December 31,		December 31,
	2009			2008			2009		2009		Maturity Date

Mortgage and Other Loans Payable, Net	$	370,809		$	77,396		5.92%	- 9.25%	4.93%	-9.25%		December 2010 - September 2024
Unamortized Premiums		(1,025	)		(1,717	)

Mortgage and Other Loans Payable, Gross	$	369,784		$	75,679

Senior Unsecured Notes, Net
2016 Notes	$	159,843		$	194,524		5.750%		5.91%			01/15/16
2017 Notes		87,187			99,914		7.500%		7.52%			12/01/17
2027 Notes		13,559			15,056		7.150%		7.11%			05/15/27
2028 Notes		189,862			199,846		7.600%		8.13%			07/15/28
2011 Notes		143,447			199,868		7.375%		7.39%			03/15/11
2012 Notes		143,837			199,546		6.875%		6.85%			04/15/12
2032 Notes		34,651			49,480		7.750%		7.87%			04/15/32
2009 Notes		—			124,980		5.250%		4.10%			06/15/09
2014 Notes		105,253			114,921		6.420%		6.54%			06/01/14
2011 Exchangeable Notes*		144,870			195,657		4.625%		4.63%			09/15/11
2017 II Notes		117,605			118,163		5.950%		6.37%			05/15/17

Subtotal	$	1,140,114		$	1,511,955
Unamortized Discounts		11,191			16,545

Senior Unsecured Notes, Gross	$	1,151,305		$	1,528,500

Unsecured Line of Credit	$	455,244		$	443,284		1.256%		1.256%			09/28/12


*		The 2011 Exchangeable Notes have an initial exchange rate of 19.6356 shares of the Company’s common stock per $1,000 principal amount, representing an exchange price of approximately $50.93 per common share which is an exchange premium of approximately 20% based on the last reported sale price of $42.44 per share of the Company’s common stock on September 19, 2006. In connection with our offering of the 2011 Exchangeable Notes, we entered into capped call transactions (the “capped call transactions”) with affiliates of two of the initial purchasers of the 2011 Exchangeable Notes (the “option counterparties”) in order to increase the effective exchange price of the 2011 Exchangeable Notes to $59.42 per share of the Company’s common stock, which represents an exchange premium of approximately 40% based on the last reported sale price of $42.44 per share of the the Company’s common stock on September 19, 2006. The aggregate cost of the capped call transactions was approximately $6,835. The capped call transactions are expected to reduce the potential dilution with respect to the Company’s common stock upon exchange of the 2011 Exchangeable Notes to the extent the then market value per share of the Company’s common stock does not exceed the cap price of the capped call transaction during the observation period relating to an exchange. The cost of the capped call is accounted for as a hedge and included in Partners’ Capital because the derivative is indexed to the Company’s own stock and meets the scope exception within the derivative guidance.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Mortgage and Other Loans Payable, Net

During year ended December 31, 2009, we obtained the following mortgage loans:


													Number of				��	Property
													Industrial					Carrying
	Principal Balance												Properties					Value at
Mortgage	at December 31,		Interest			Origination		Maturity			Amortization		Collateralizing					December 31,
Financing	2009		Rate			Date		Date			Period		Mortgage		GLA			2009
															(In millions)

I	$	14,680		7.50	%		May 7, 2009		June 5, 2016			25-year		1		0.6		$	21,992
II	$	62,500		7.75	%		May 8, 2009		June 1, 2016			25-year		26		3.1		$	92,982
III	$	66,575		7.87	%		June 3, 2009		July 1, 2019			30-year		24		2.1		$	112,224
IV	$	2,000		7.50	%		August 27, 2009		September 5, 2014			22-year		1		0.1		$	3,582
	$	5,850		7.60	%		August 27, 2009		September 5, 2016			25-year		1		0.2		$	9,862
	$	5,000		7.60	%		August 26, 2009		September 5, 2016			25-year		1		0.2		$	6,562
V	$	7,350		6.95	%		September 21, 2009		October 15, 2014			25-year		7		0.2		$	8,271
	$	4,100		7.05	%		September 21, 2009		October 15, 2014			25-year		1		0.1		$	5,020
	$	8,900		7.05	%		September 21, 2009		October 15, 2014			25-year		5		0.5		$	11,885
VI	$	8,689		6.42	%		September 24, 2009		November 1, 2014			25-year		2		0.2		$	11,461
VII	$	27,780		7.50	%		October 1, 2009		October 1, 2014			30-year		8		0.7		$	34,505
VIII	$	14,818		6.75	%		October 1, 2009		September 30, 2012	*		25-year		5		0.8		$	19,725
IX	$	11,375		7.60	%		October 15, 2009		November 5, 2014			25-year		1		0.4		$	14,929
X	$	26,600		7.50	%		December 4, 2009		January 1, 2020			30-year		8		0.9		$	40,571
XI	$	26,220		6.70	%		December 18, 2009		January 1, 2015			25-year		9		0.8		$	32,574
XII	$	15,130		7.50	%		December 29, 2009		December 29, 2014			30-year		11		0.5		$	22,447

	$	307,567																$	448,592


*		This mortgage loan has two one-year extension options.

For Mortgage Financings I, II, III, IV, VII, IX, X and XI, principal prepayments are prohibited for certain time periods up to 60 months after loan origination, depending on the agreement. For Mortgage Financings V, VI, VIII and XII, principal prepayments are allowed at any time. Prepayment premiums range from 5% to 0.5% of the loan balance (or a yield maintenance amount), typically decreasing as the loan matures.

On June 1, 2009 we paid off and retired our secured mortgage debt maturing in July 2009 in the amount of $5,025.

On December 11, 2009 we prepaid and retired without penalty our secured mortgage debt maturing in December 2019 in the amount of $4,550.

As of December 31, 2009, mortgage and other loans payable of $370,809 are collateralized by industrial properties with a carrying value of $541,750 and one letter of credit. Additionally, the industrial properties that are the collateral for Mortgage Financing V are cross collateralized. We believe the Operating Partnership and the Company were in compliance with all covenants relating to mortgage loans payable as of December 31, 2009.

Senior Unsecured Notes, Net

On June 15, 2009, we paid off and retired our 2009 Notes in the amount of $105,721.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the years ended December 31, 2009 and December 31, 2008, we repurchased and retired the following senior unsecured debt prior to its maturity:


	Principal Amount Repurchased				Purchase Price
	For the		For the		For the		For the
	Year Ended		Year Ended		Year Ended		Year Ended
	December 31,		December 31,		December 31,		December 31,
	2009		2008		2009		2008

2009 Notes	$	19,279	$	—	$	19,064	$	—
2011 Notes		56,502		—		52,465		—
2011 Exchangeable Notes		53,100		—		48,938		—
2012 Notes		55,935		—		48,519		—
2014 Notes		12,000		—		8,810		—
2016 Notes		34,821		5,000		24,511		4,488
2017 Notes		12,747		—		10,399		—
2017 II Notes		590		31,570		439		28,037
2027 Notes		1,500		—		1,078		—
2028 Notes		10,000		—		7,548		—
2032 Notes		15,000		—		11,313		—

	$	271,474	$	36,570	$	233,084	$	32,525

In connection with these repurchases prior to maturity, we recognized $34,562 and $2,749 as gain on early retirement of debt for the years ended December 31, 2009 and December 31, 2008, respectively, which is the difference between the repurchase amount of $233,084 and $32,525, respectively, and the principal amount retired of $271,474 and $36,570, respectively, net of the pro rata write off of the unamortized debt issue discount, the unamortized loan fees and the unamortized settlement amount of the interest rate protection agreements related to the repurchases of $2,052, $1,286 and $523, respectively, and $89, $376 and $831, respectively. In addition, we allocated $33 of the purchase price for our 2011 Exchangeable Notes to the reacquisition of the 2011 Exchangeable Notes equity component for the year ended December 31, 2009.

All of our senior unsecured debt (except for the 2011 Exchangeable Notes) contains certain covenants, including limitations on incurrence of debt and debt service coverage. We believe the Operating Partnership and the Company were in compliance with all covenants relating to senior unsecured debt as of December 31, 2009. However, these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our noteholders in a manner that could impose and cause us to incur material costs.

Unsecured Line of Credit

We have maintained our Unsecured Line of Credit since 1997. The Unsecured Line of Credit matures on September 28, 2012, has a borrowing capacity of $500,000 and bears interest at a floating rate of LIBOR plus 1.0%, or the prime rate plus 0.15%, at our election. At December 31, 2009, borrowings under the Unsecured Line of Credit bore interest at a weighted average interest rate of 1.256%. The portion of the Unsecured Line of Credit available in multiple currencies is $161,000. The Unsecured Line of Credit contains certain covenants including limitations on incurrence of debt and debt service coverage. Under the Unsecured Line of Credit, an event of default can also occur if the lenders, in their good faith judgment, determine that a material adverse change has occurred which could prevent timely repayment or materially impair our ability to perform our obligations under the loan agreement. We believe that the Operating Partnership and the Company were in compliance with all covenants relating to the Unsecured Line of Credit as of December 31, 2009. However,

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

these financial covenants are complex and there can be no assurance that these provisions would not be interpreted by our lenders in a manner that could impose and cause us to incur material costs.

Our belief that we will continue to meet our financial covenants through 2010 is based on internal projections of EBITDA, as defined in our Unsecured Line of Credit and our unsecured notes, which include a number of assumptions, including, among others, assumptions regarding occupancy rates, tenant retention and rental rates as well as internal projections of interest expense and preferred dividends.

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


	Amount

2010	$	18,326
2011		301,329
2012		622,074
2013		6,494
2014		219,767
Thereafter		808,343

Total	$	1,976,333

Fair Value

At December 31, 2009 and 2008, the fair value of our mortgage and other loans payable, senior unsecured notes and Unsecured Line of Credit were as follows:


	December 31, 2009				December 31, 2008
					(As Adjusted)
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value

Mortgage and Other Loans Payable	$	370,809	$	375,284	$	77,396	$	75,817
Senior Unsecured Debt		1,140,114		960,452		1,511,955		1,101,217
Unsecured Line of Credit		455,244		422,561		443,284		400,849

Total	$	1,966,167	$	1,758,297	$	2,032,635	$	1,577,883

The fair values of our 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 fair value of the senior unsecured debt was determined by quoted market prices. The fair value of the Unsecured Line of Credit was determined by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term, assuming no repayment until maturity.


8.	Partners’ Capital

We have issued general partnership units and limited partnership 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 certainlock-up periods, holders of limited partner Units of the Operating Partnership can redeem their Units by providing written notification to the General Partner of the Operating Partnership. Unless the General Partner provides notice of a redemption restriction to the holder, redemption must be made within seven business days after receipt of the holder’s notice. The redemption can be effectuated, as determined by

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the General Partner, either by exchanging the Units for shares of common stock of the Company on a one-for-one basis, subject to adjustment, or by paying cash equal to the fair market value of such shares. Prior requests for redemption have generally been fulfilled with shares of common stock of the Company, and we intend to continue this practice. If each Unit of the Operating Partnership were redeemed as of December 31, 2009, we could satisfy our redemption obligations by making an aggregate cash payment of approximately $28,193 or by issuing 5,390,737 shares of the Company’s common stock. The preferred general partnership units result from preferred capital contributions from the Company. The preferred general partnership units had an aggregate liquidation priority of $275,000 as of December 31, 2009 and 2008, respectively. We are 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 Units. The consent of the holder of the limited 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 Consolidated Operating Partnership, or to amend the provisions of the partnership agreement which requires such consent.

Unit Contributions

For the year ended December 31, 2007, certain employees of the Company exercised 19,600 non-qualified employee stock options. Proceeds to the Company approximated $613. The gross proceeds from the option exercises were contributed to us in exchange for Units and are reflected in our financial statements as a general partner contribution.

For the year ended December 31, 2008, certain employees of the Company exercised 6,300 non-qualified employee stock options. Proceeds to the Company approximated $174. The gross proceeds from the option exercises were contributed to us in exchange for Units and are reflected in our financial statements as a general partner contribution.

On August 8, 2008, the Company’s DRIP became effective. Under the terms of the DRIP, stockholders who participate may reinvest all or part of their dividends in additional shares of the Company at a discount from the market price, at our discretion, when the shares are issued and sold directly by us from authorized but unissued shares of the Company’s common stock. Stockholders and non-stockholders may also purchase additional shares at a discounted price, at our discretion, when the shares are issued and sold directly by us from authorized but unissued shares of the Company’s common stock, by making optional cash payments, subject to certain dollar thresholds. During the year ended December 31, 2009, the Company issued 3,034,120 shares under the direct stock purchase component of the DRIP for $15,920. These proceeds were contributed to us in exchange for Units and are reflected in our financial statements as a general partner contribution.

On October 5, 2009, the Company sold in an underwritten public offering 13,635,700 shares of its common stock at a price of $5.25 per share. Gross offering proceeds from the issuance were $71,587 in the aggregate. Proceeds to the Company, net of underwriters’ discount of $3,042 and total expenses of $765, were approximately $67,780. These proceeds were contributed to us in exchange for Units and are reflected in our financial statements as a general partner contribution.

During the year ended December 31, 2009, 50,445 shares of common stock were awarded to certain directors. The common stock shares had a fair value of approximately $240 upon issuance. We issued General Partner Units to the Company in the same amount

Restricted Units

During the years ended December 31, 2009, 2008 and 2007 the Company awarded 0, 583,871 and 442,008 restricted shares of common stock, respectively, as well as 1,473,600, 4,757 and 0 restricted stock units, respectively, to certain employees of the Company and 35,145, 21,945 and 17,139 restricted shares of common stock, respectively, to certain directors of the Company. We issued General Partner Units to the Company in the same amount. See Note 17 for further disclosure on our stock-based compensation.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table is a roll-forward of the General Partnership and Limited Partnership Units outstanding, including unvested general partner restricted units, for the three years ended December 31, 2009:


	General Partnership and
	Limited Partnership
	Units Outstanding

Balance at December 31, 2006		51,569,072
Issuance of General Partner Units		19,600
Issuance of General Partner Restricted Units		459,147
Repurchase and Retirement of Restricted Units		(1,797,714	)
Issuance of Limited Partner Units		(139,261	)

Balance at December 31, 2007		50,110,844

Issuance of General Partner Units		6,438
Issuance of General Partner Restricted Units		605,816
Repurchase and Retirement of Restricted Units		(264,713	)

Balance at December 31, 2008		50,458,385

Issuance of General Partner Units		16,874,884
Issuance of General Partner Restricted Units		35,145
Repurchase and Retirement of Restricted Units		(132,463	)

Balance at December 31, 2009		67,235,951

Treasury Stock

In March 2000 and in September 2007, the Company’s Board of Directors authorized a stock repurchase plan pursuant to which the Company is permitted to purchase up to $100,000 (the “March 2000 Program”) and $100,000, respectively, of its outstanding common stock. The Company may make purchases from time to time in the open market or in privately negotiated transactions, depending on market and business conditions. During the year ended December 31, 2007, the Company repurchased 1,797,714 shares at an average price per share of $38.62, including brokerage commissions. We purchased general partner units from the Company in the same amount. During November 2007, we completed the March 2000 Program.

Preferred Contributions:

On June 6, 1997, the Company issued 2,000,000 Depositary Shares, each representing 1/100th of a share of the Company’s 85/8%, $.01 par value, Series C Cumulative Preferred Stock (the “Series C Preferred Stock”), at an initial offering price of $25.00 per Depositary Share. The net proceeds of $47,997 received from the Series C Preferred Stock were contributed to us in exchange for 85/8% Series C Cumulative Preferred Units (the “Series C Preferred Units”) and are reflected in our financial statements as a general partner preferred unit contribution. On June 6, 2007, the Series C Preferred Stock became redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Company redeemed the Series C Preferred Stock on June 7, 2007, at a redemption price of $25.00 per Depositary Share, and paid a prorated second quarter dividend of $0.40729 per Depositary Share, totaling approximately $815. The Series C Preferred Units were redeemed on June 7, 2007 as well. Due to the redemption of the Series C Preferred Units, the initial offering costs associated with the issuance of the Series C Preferred Units of $2,017 were reflected as a deduction from net income to arrive at net income available to unitholders in determining earnings per unit for the year ended December 31, 2007.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On May 27, 2004, the Company issued 50,000 Depositary Shares, each representing 1/100th of a share of the Company’s 6.236%, $.01 par value, Series F Flexible Cumulative Redeemable Preferred Stock (the “Series F Preferred Stock”), at an initial offering price of $1,000.00 per Depositary Share for gross proceeds of $50,000. Net of offering costs, the Company received net proceeds of $49,075 from the issuance of the Series F Preferred Stock which were contributed to us in exchange for 6.236% Series F Cumulative Preferred Units (the “Series F Preferred Units”) and are reflected in our financial statements as a general partner preferred unit contribution. Dividends on the Series F Preferred Stock are cumulative from the date of initial issuance and are payable semi-annually in arrears for the period from the date of original issuance through March 31, 2009 (the “Series F Initial Fixed Rate Period”), commencing on September 30, 2004, at a rate of 6.236% per annum of the liquidation preference (the “Series F Initial Distribution Rate”) (equivalent to $62.36 per Depositary Share). The coupon rate of our Series F Preferred Stock resets every quarter beginning March 31, 2009 at 2.375% plus the greater of (i) the 30 year U.S. Treasury rate, (ii) the 10 year U.S. Treasury rate or(iii) 3-month LIBOR. On October 1, 2009, the new coupon rate was 6.405%. Dividends on the Series F Preferred Stock are payable semi-annually in arrears for fixed rate periods subsequent to the Series F Initial Fixed Rate Period and quarterly in arrears for floating rate periods. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series F Preferred Stock ranks senior to payments on the Company’s Common Stock and pari passu with the Company’s Series G Preferred Stock (hereinafter defined), Series J Preferred Stock (hereinafter defined) and Series K Preferred Stock (hereinafter defined). On or after March 31, 2009, subject to any conditions on redemption applicable in any fixed rate period subsequent to the Series F Initial Fixed Rate Period, the Series F Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $1,000.00 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series F Preferred Stock has no stated maturity and is not convertible into any other securities of the Company. In October 2008, we entered into an interest rate swap agreement to mitigate our exposure to floating interest rates related to the forecasted reset rate of the coupon rate of our Series F Preferred Stock (see Note 18 for further information on the agreement).

On May 27, 2004, the Company issued 25,000 Depositary Shares, each representing 1/100th of a share of the Company’s 7.236%, $.01 par value, Series G Flexible Cumulative Redeemable Preferred Stock (the “Series G Preferred Stock”), at an initial offering price of $1,000.00 per Depositary Share for gross proceeds of $25,000. Net of offering costs, the Company received net proceeds of $24,512 from the issuance of the Series G Preferred Stock which were contributed to us in exchange for 7.236% Series G Cumulative Preferred Units (the “Series G Preferred Units”) and are reflected in our financial statements as a general partner preferred unit contribution. Dividends on the Series G Preferred Stock are cumulative from the date of initial issuance and are payable semi-annually in arrears for the period from the date of original issuance of the Series G Preferred Stock through March 31, 2014 (the “Series G Initial Fixed Rate Period”), commencing on September 30, 2004, at a rate of 7.236% per annum of the liquidation preference (the “Series G Initial Distribution Rate”) (equivalent to $72.36 per Depositary Share). On or after March 31, 2014, the Series G Initial Distribution Rate is subject to reset, at the Company’s option, subject to certain conditions and parameters, at fixed or floating rates and periods. Fixed rates and periods will be determined through a remarketing procedure. Floating rates during floating rate periods will equal 2.500% (the initial credit spread), plus the greater of (i) the3-month LIBOR Rate, (ii) the10-year Treasury CMT Rate (as defined in the Articles Supplementary), and (iii) the30-year Treasury CMT Rate (the adjustable rate)(as defined in the Articles Supplementary), reset quarterly. Dividends on the Series G Preferred Stock are payable semi-annually in arrears for fixed rate periods subsequent to the Series G Initial Fixed Rate Period and quarterly in arrears for floating rate periods. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series G Preferred Stock ranks senior to payments on the Company’s Common Stock and pari passu with the Company’s Series F Preferred Stock, Series J Preferred Stock (hereinafter defined) and Series K Preferred Stock (hereinafter defined). On or after March 31, 2014, subject to any conditions on redemption applicable in any fixed rate period subsequent to the Series G Initial Fixed Rate Period, the

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Series G Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $1,000.00 per Depositary Share, or $25,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series G Preferred Stock has no stated maturity and is not convertible into any other securities of the Company.

On January 13, 2006, the Company issued 6,000,000 Depositary Shares, each representing 1/10,000th of a share of the Company’s 7.25%, $.01 par value, Series J Cumulative Redeemable Preferred Stock (the “Series J Preferred Stock”), at an initial offering price of $25.00 per Depositary Share. The net proceeds from the issuance of the Series J Preferred Stock were contributed to us in exchange for Series J Cumulative Preferred Units (the “Series J Preferred Units”) and are reflected in our financial statements as a general partner preferred unit contribution. Dividends on the Series J Preferred Stock, represented by the Depositary Shares, are cumulative from the date of initial issuance and are payable quarterly in arrears. However, during any period that both (i) the depositary shares are not listed on the NYSE or AMEX, or quoted on NASDAQ, and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but the preferred shares are outstanding, the Company will increase the dividend on the preferred shares to a rate of 8.25% of the liquidation preference per year. However, if at any time both (i) the depositary shares cease to be listed on the NYSE or the AMEX, or quoted on NASDAQ, and (ii) the Company ceases to be subject to the reporting requirements of the Exchange Act, but the preferred shares are outstanding, then the preferred shares will be redeemable, in whole but not in part at the Company’s option, within 90 days of the date upon which the depositary shares cease to be listed and the Company ceases to be subject to such reporting requirements, at a redemption price equivalent to $25.00 per Depositary Share, plus all accrued and unpaid dividends to the date of redemption. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series J Preferred Stock ranks senior to payments on the Company’s Common Stock and pari passu with the Company’s Series F Preferred Stock, Series G Preferred Stock and Series K Preferred Stock (hereinafter defined). The Series J Preferred Stock is not redeemable prior to January 15, 2011. On or after January 15, 2011, the Series J Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $150,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series J Preferred Stock has no stated maturity and is not convertible into any other securities of the Company.

On August 21, 2006, the Company issued 2,000,000 Depositary Shares, each representing 1/10,000th of a share of the Company’s 7.25%, $.01 par value, Series K Flexible Cumulative Redeemable Preferred Stock (the “Series K Preferred Stock”), at an initial offering price of $25.00 per Depositary Share. The net proceeds from the issuance of the Series K Preferred Stock were contributed to the Operating Partnership in exchange for Series K Cumulative Preferred Units (the “Series K Preferred Units”) and are reflected in the Consolidated Operating Partnership’s financial statements as a general partner preferred unit contribution. Dividends on the Series K Preferred Stock, represented by the Depositary Shares, are cumulative from the date of initial issuance and are payable quarterly in arrears. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Series K Preferred Stock ranks senior to payments on the Company’s Common Stock and pari passu with the Company’s Series F Preferred Stock, Series G Preferred Stock and Series J Preferred Stock. The Series K Preferred Stock is not redeemable prior to August 15, 2011. On or after August 15, 2011, the Series K Preferred Stock is redeemable for cash at the option of the Company, in whole or in part, at a redemption price equivalent to $25.00 per Depositary Share, or $50,000 in the aggregate, plus dividends accrued and unpaid to the redemption date. The Series K Preferred Stock has no stated maturity and is not convertible into any other securities of the Company.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Distributions

The following table summarizes distributions declared for the past three years:


	Year Ended 2009				Year Ended 2008				Year Ended 2007
	Distribution		Total		Distribution		Total		Distribution		Total
	per Unit		Distribution		per Unit		Distribution		per Unit		Distribution

General Partner/Limited Partner Units	$	0.0000	$	—	$	2.4100	$	121,882	$	2.8500	$	146,126
Series C Preferred Units	$	N/A	$	N/A	$	N/A	$	N/A	$	94.6353	$	1,893
Series F Preferred Units	$	6,414.5700	$	3,207	$	6,236.0000	$	3,118	$	6,236.0000	$	3,118
Series G Preferred Units	$	7,236.0000	$	1,809	$	7,236.0000	$	1,809	$	7,236.0000	$	1,809
Series J Preferred Units	$	18,125.2000	$	10,875	$	18,125.2000	$	10,875	$	18,125.2000	$	10,875
Series K Preferred Units	$	18,125.2000	$	3,625	$	18,125.2000	$	3,625	$	18,125.2000	$	3,625


9.	Acquisition and Development of Real Estate

In 2007, we acquired 103 industrial properties comprising, in the aggregate, approximately 8.0 million square feet of GLA and several land parcels, including 41 industrial properties comprising approximately 1.3 million square feet of GLA in connection with the purchase of the 90% equity interest from the institutional investor of the 1998 Core Joint Venture and one industrial property comprising 0.3 million square feet of GLA in connection with the redemption of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture. The purchase price of these acquisitions totaled approximately $431,490, excluding costs incurred in conjunction with the acquisition of the industrial properties and land parcels. We also substantially completed development of 14 properties comprising approximately 3.4 million square feet of GLA at a cost of approximately $134,050. We reclassed the costs of the substantially completed developments from construction in progress to building, tenant improvements and leasing commissions.

In 2008, we acquired 23 industrial properties comprising, in the aggregate, approximately 2.9 million square feet of GLA and several land parcels for a total purchase price of approximately $295,759, excluding costs incurred in conjunction with the acquisition of properties. We also substantially completed development of eight properties comprising approximately 4.5 million square feet of GLA at a cost of approximately $148,236. We reclassed the costs of substantially completed developments from construction in progress to building, tenant improvements and leasing commissions.

In 2009, we acquired one land parcel. The purchase price of the land parcel was approximately $208, excluding costs incurred in conjunction with the acquisition of the land parcel. We also substantially completed the development of two industrial properties comprising approximately 1.1 million square feet of GLA at a cost of approximately $41,258. We reclassed the costs of the substantially completed developments from construction in progress to building, tenant improvements and leasing commissions.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intangible Assets Subject To Amortization in the Period of Acquisition

The fair value of in-place leases, above market leases, tenant relationships, and below market leases recorded due to real estate properties acquired for the years ended December 31, 2009 and 2008 is as follows:


	Year Ended		Year Ended
	December 31,		December 31,
	2009		2008

In-Place Leases	$	—	$	18,422
Above Market Leases	$	—	$	61
Tenant Relationships	$	—	$	6,962
Below Market Leases	$	—	$	(7,012	)

The weighted average life in months of in-place leases, above market leases, tenant relationships and below market leases recorded as a result of the real estate properties acquired for the years ended December 31, 2009 and 2008 is as follows:


	Year Ended		Year Ended
	December 31,		December 31,
	2009		2008

In-Place Leases		N/A		100
Above Market Leases		N/A		43
Tenant Relationships		N/A		100
Below Market Leases		N/A		138


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

In 2007, we sold 159 industrial properties comprising approximately 13.1 million square feet of GLA and several land parcels. Gross proceeds from the sales of the 159 industrial properties and several land parcels were approximately $840,402. The gain on sale of real estate was approximately $245,247, of which $237,368 is shown in discontinued operations. One hundred fifty-six of the 159 sold industrial properties meet the criteria to be included in discontinued operations. Therefore, the results of operations and gain on sale of real estate, net of income taxes, for the 156 sold industrial properties are included in discontinued operations. The results of operations and gain on sale of real estate, net of income taxes, for the three industrial properties and several land parcels that do not meet the criteria to be included in discontinued operations are included in continuing operations.

In 2008, we sold 89 industrial properties comprising approximately 7.4 million square feet of GLA and several land parcels. Gross proceeds from the sales of the 89 industrial properties and several land parcels were approximately $469,508. The gain on sale of real estate was approximately $148,445, of which $136,384 is shown in discontinued operations. Eighty-eight of the 89 sold industrial properties meet the criteria to be included in discontinued operations. Therefore, the results of operations and gain on sale of real estate, net of income taxes, for the 88 sold industrial properties are included in discontinued operations. The results of operations and gain on sale of real estate, net of income taxes, for the one industrial property and several land parcels that do not meet the criteria to be included in discontinued operatins are included in continuing operations.

In 2009, we sold 12 industrial properties comprising approximately 1.8 million square feet of GLA and several land parcels. Gross proceeds from the sales of the 12 industrial properties and several land parcels were approximately $90,334. The gain on sale of real estate was approximately $21,327, of which $21,014 is shown in discontinued operations. The 12 sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the 12 sold industrial properties are included in discontinued operations. The results of operations and gain on sale of real

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

estate for the several land parcels that do not meet the criteria to be included in discontinued operations are included in continuing operations.

At December 31, 2009, we had five industrial properties comprising approximately 0.3 million square feet of GLA and certain land parcels held for sale. The results of operations of the five industrial properties held for sale at December 31, 2009 are included in discontinued operations. There can be no assurance that such industrial properties held for sale will be sold.

The following table discloses certain information regarding the industrial properties included in our discontinued operations for the years ended December 31, 2009, 2008 and 2007.


	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2009			2008			2007

Total Revenues	$	7,804		$	32,735		$	89,540
Property Expenses		(2,164	)		(11,086	)		(29,907	)
Depreciation and Amortization		(2,236	)		(9,938	)		(28,808	)
Gain on Sale of Real Estate		21,014			136,384			237,368
Provision for Income Taxes		(1,816	)		(4,887	)		(38,673	)

Income from Discontinued Operations	$	22,602		$	143,208		$	229,520

At December 31, 2009 and 2008, we had notes receivables outstanding of approximately $60,029 and $37,512 net of a discount of $449 and $0, respectively, which is included as a component of Prepaid Expenses and Other Assets, Net. At December 31, 2009 and 2008, the fair value of the notes receivables were $56,812 and $31,061, respectively. The fair values of our notes receivables were determined by discounting the future cash flows using the current rates at which similar loans with similar remaining maturities would be made to other borrowers.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


11.	Supplemental Information to Statements of Cash Flows


				(As Adjusted)			(As Adjusted)
	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2009			2008			2007

Interest paid, net of capitalized interest	$	115,451		$	113,062		$	118,909

Capitalized Interest	$	281		$	7,775		$	8,413

Income Taxes (Refunded) Paid	$	(54,173	)	$	2,355		$	42,169

Supplemental schedule of noncash investing and financing activities:
Distribution payable on general and limited partner units	$	—		$	12,614		$	36,079

Distribution payable on preferred units	$	452		$	1,232		$	1,232

Industrial property distribution from Other Real Estate Partnerships:
Investment in real estate and deferred leasing intangibles, net	$	1,811		$	—		$	—
Prepaid expenses and other assets, net		289			—			—
Accounts payable, accrued expenses and other liabilities, net		(56	)		—			—

Total distribution	$	2,044		$	—		$	—

Exchange of Limited partnership units for General partnership units:
Limited partnership units	$	(7,817	)	$	(14,581	)	$	(2,855	)
General partnership units		7,817			14,581			2,855

	$	—		$	—		$	—

In conjunction with property and land acquisitions, the following liabilities were assumed:
Accounts payable and accrued expenses	$	—		$	(376	)	$	(5,987	)

Mortgage debt	$	—		$	(7,852	)	$	(38,590	)

Write off of fully depreciated assets	$	(50,423	)	$	(64,185	)	$	(39,804	)

In conjunction with certain property sales, we provided seller financing or assigned a mortgage loan payable:
Notes receivable	$	20,645		$	46,734		$	48,282

Mortgage note payable	$	—		$	—		$	769

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


12.	Earnings Per Unit (“EPU”)

The computation of basic and diluted EPU is presented below:


				(As Adjusted)			(As Adjusted)
	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2009			2008			2007

Numerator:
Loss from Continuing Operations, Net of Income Tax	$	(18,445	)	$	(107,949	)	$	(61,979	)
Gain on Sale of Real Estate, Net of Income Tax		170			8,279			4,797
Preferred Unit Distributions		(19,516	)		(19,428	)		(21,320	)
Redemption of Preferred Units		—			—			(2,017	)

Loss from Continuing Operations Available to Unitholders	$	(37,791	)	$	(119,098	)	$	(80,519	)

Income from Discontinued Operations, Net of Income Tax	$	22,602		$	143,208		$	229,520
Discontinued Operations Allocable to Participating Securities		—			(2,550	)		(2,593	)

Income from Discontinued Operations Available to Unitholders	$	22,602		$	140,658		$	226,927

Net (Loss) Income Available to Unitholders	$	(15,189	)	$	24,110		$	149,001
Net Income Allocable to Participating Securities		—			(2,550	)		(2,593	)

Net (Loss) Income Available to Unitholders	$	(15,189	)	$	21,560		$	146,408

Denominator:
Weighted Average Units — Basic and Diluted		54,260,979			49,456,067			50,597,150
Basic and Diluted EPU:
Loss from Continuing Operations Available to Unitholders	$	(0.70	)	$	(2.41	)	$	(1.59	)

Income from Discontinued Operations Available to Unitholders	$	0.42		$	2.84		$	4.48

Net (Loss) Income Available to Unitholders	$	(0.28	)	$	0.44		$	2.89

Participating securities include unvested restricted stock awards and restricted unit awards outstanding that participate in non-forfeitable distributions of the Operating Partnership.

Allocation

of Net

Income

Available to

Unvested

Participating

Unvested

Participating

Unvested

Participating

Awards

Securities For the

Awards

Securities For the

Awards

Securities For the

Outstanding

Year Ended

Outstanding

Year Ended

Outstanding

Year Ended

at December 31,

December 31,

at December 31,

December 31,

��

At December 31,

December 31,

2009

2008

2007

Participating Securities:

Restricted Stock Awards

355,645

757,041

909,966

Restricted Unit Awards

—

4,619

—

355,645

—

761,660

2,550

909,966

2,593

Participating security holders are not obligated to share in losses, therefore, none of the loss was allocated to participating securities for the year ended December 31, 2009.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The number of weighted average units — diluted is the same as the number of weighted average units — basic for the years ended December 31, 2009, 2008 and 2007 as the effect of stock options and restricted stock/unit awards was excluded as its inclusion would have been antidilutive to the loss from continuing operations available to Unitholders. The following awards were anti-dilutive and could be dilutive in future periods:

Number of

Awards

Outstanding

Outstanding At

At December 31,

December 31,

2009

2008

2007

Non-Participating Securities:

Restricted Unit Awards

1,218,800

—

Options

139,700

278,601

355,901

The 2011 Exchangeable Notes are convertible into common shares of the Company at a price of $50.93 and were not included in the computation of diluted EPU as our average stock price did not exceed the strike price of the conversion feature.


13.	Income Taxes

The components of income tax benefit (expense) for the TRSs for the years ended December 31, 2009, 2008 and 2007 are comprised of the following:


	2009			2008			2007

Current:
Federal	$	38,703		$	5,114		$	(28,209	)
State		372			814			(4,934	)
Foreign		(835	)		(649	)		—
Deferred:
Federal		(15,816	)		(526	)		3,977
State		(557	)		(107	)		571
Foreign		9			671			—

	$	21,876		$	5,317		$	(28,595	)

In addition to income tax benefit (expense) recognized by the TRSs, $1,320, $(1,028) and $(1,952) of state income tax benefit (expense) was recognized by the Consolidated Operating Partnership and is included in income tax benefit (expense) on the consolidated statement of operations for the years ended December 31, 2009, 2008 and 2007, respectively.

On August 24, 2009, we received a private letter ruling from the Internal Revenue Service (“IRS”) granting favorable loss treatment under Sections 331 and 336 of the Code on the tax liquidation of our old TRS. As a result, the Consolidated Operating Partnership completed a transaction on September 1, 2009 whereby approximately 75% of the assets formerly held by the old TRS are now held by FI LLC (which is wholly owned by the Operating Partnership). The remaining 25% of the assets are now held by FRIP (which is 99% owned by the new TRS). On November 6, 2009, legislation was signed that allows businesses with net operating losses for 2008 or 2009 to carry back those losses for up to five years. As a result, we received a refund from the IRS of $40,418 in the fourth quarter of 2009 due to the tax liquidation of the old TRS.

Deferred income taxes represent the tax effect of the temporary differences between the book and tax basis of assets and liabilities. Deferred tax assets (liabilities) of the TRSs include the following as of December 31, 2009 and 2008.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	2009			2008

Bad debt expense	$	1		$	196
Investment in Joint Ventures		1,679			19,621
Fixed assets		1,074			9,625
Prepaid rent		114			494
Capitalized general and administrative expense under 263A		—			3,711
Deferred losses/gains		—			71
Accrued contingency loss		—			377
Restricted stock		34			2,326
Accrual for Restructuring Costs		—			751
Abandoned Project Costs		—			1,150
Federal net operating loss carrying forward		345			—
State net operating loss carrying forward		11			131
Foreign net operating loss carrying forward		77			—
Valuation Allowance		(1,299	)		(19,501	)
Other		752			836

Total deferred tax assets	$	2,788		$	19,788

Straight-line rent		(507	)		(1,936	)
Fixed assets		(1,358	)		(53	)
Capitalized interest under 263A		—			(362	)
Other		(3	)		(243	)

Total deferred tax liabilities	$	(1,868	)	$	(2,594	)

Total net deferred tax asset	$	920		$	17,194

As of December 31, 2009 and 2008, the TRSs had net deferred tax assets of $920 and $17,194, after valuation allowances of $1,299 and $19,501, respectively. Included in net income for the old TRS for the year ended December 31, 2008 is $39,073 of impairment loss in Equity in Income of Joint Ventures. We recorded a valuation allowance to offset the deferred tax asset that was created by these impairments during the year ended December 31, 2008. The deferred tax assets and liabilities of the old TRS were eliminated on September 1, 2009 as FI LLC is a nontaxable entity. The deferred tax assets and liabilities as of December 31, 2009 represent those of the new TRS, and we have recorded a valuation allowance to offset the net deferred tax assets of the new TRS.

The new TRS has a net operating loss carryforward related to federal, state and foreign taxes of $433 and a tax credit carryforward of $684 at December 31, 2009.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The TRSs’ components of income tax benefit (expense) for the years ended December 31, 2009, 2008 and 2007 are as follows:


	2009			2008			2007

Tax expense associated with income from operations on sold properties which is included in discontinued operations	$	(354	)	$	(1,155	)	$	(2,641	)
Tax expense associated with gains and losses on the sale of real estate which is included in discontinued operations		(1,462	)		(3,732	)		(36,032	)
Tax expense associated with gains and losses on the sale of real estate		(143	)		(3,782	)		(3,082	)
Income tax benefit		23,835			13,986			13,160

Income tax benefit (expense)	$	21,876		$	5,317		$	(28,595	)

The income tax benefit pertaining to income from continuing operations and gain on sale of real estate for the TRSs differs from the amounts computed by applying the applicable federal statutory rate as follows:


	2009			2008			2007

Tax benefit at federal rate related to continuing operations	$	8,343		$	28,377		$	8,659
State tax (expense) benefit, net of federal benefit		493			2,799			1,066
Non-deductible permanent items		(1,652	)		(1,852	)		(121	)
Prior year provision to return adjustments		—			7			436
Change in valuation allowance		16,269			(19,501	)		—
Foreign taxes, net		345			344			—
Old TRS liquidation		70			—			—
Other		(176	)		30			38

Net income tax benefit	$	23,692		$	10,204		$	10,078

Michigan Tax Issue

As of December 31, 2008, we had paid approximately $1,400 (representing tax and interest for the years1997-2000) to the State of Michigan regarding business loss carryforwards the appropriateness of which is the subject of current litigation initiated by us. On December 11, 2007, the Michigan Court of Claims rendered a decision against us regarding the business loss carryforwards. Also, the court ruled against us on an alternative position involving Michigan’s Capital Acquisition Deduction. We filed an appeal to the Michigan Appeals Court in January 2008; however, as a result of the lower court’s decision approximately $800 (representing tax and interest for the year 2001) had been accrued through June 30, 2009 for both tax and financial statement purposes.

On August 18, 2009, the Michigan Appeals Court issued a decision in our favor on the business loss carryforward issue. The Michigan Department of Treasury appealed the decision to the Michigan Supreme Court on September 29, 2009; however, we believe there is a very low probability that the Michigan Supreme Court will accept the case. Therefore, in September 2009 the Operating Partnership reversed its accrual of $800 (related to the 2001 tax year) and set up a receivable of $1,400 for the amount paid in 2006 (related to the1997-2000 tax years), resulting in an aggregate reversal of prior tax expense of $2,200.

We had no unrecognized tax benefits as of December 31, 2009 and 2008. To the extent we have unrecognized tax benefits in the future, it will be our policy to recognize interest and penalties related to unrecognized tax benefits in income tax expense.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


14.	Impairment Charges

We adopted the fair value measurement provisions as of January 1, 2009, for the impairment of long-lived assets recorded at fair value. The new guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

In connection with our periodic review of the carrying values of our properties and due to continuing softness of the economy in certain markets, we determined in the third quarter of 2009 that an impairment loss in the amount of $6,934 should be recorded to a certain property comprised of 0.2 million square feet of GLA in the Inland Empire market in California (“Inland Empire Property”).

Additionally, during the year ended December 31, 2009, we recorded $5,194 in impairment charges on our interest in the 2006 Net Lease Co-Investment Program and the 2003 Net Lease Joint Venture (see Note 6).

The following table presents information about our impairment charges that were measured on a fair value basis for the year ended December 31, 2009. The table indicates the fair value hierarchy of the valuation techniques we utilized to determine fair value.


			Fair Value Measurements at
			December 31, 2009 Using:
			Quoted Prices in
			Active Markets for		Significant Other		Unobservable		Total
	December 31,		Identical Assets		Observable Inputs		Inputs		Gains
Description	2009		(Level 1)		(Level 2)		(Level 3)		(Losses)

Inland Empire Property	$	3,830		—		—	$	3,830	$	(6,934	)
Unconsolidated Joint Venture investments	$	3,910		—		—	$	3,910	$	(5,194	)

The non-cash impairment charge related to the Inland Empire Property is based upon the difference between the fair value of the property and its carrying value. The non-cash impairment charge related to our unconsolidated Joint Venture investments is based upon the difference between the fair value of our equity interest and our carrying value. The valuation of impaired real estate assets and investments is determined using widely accepted valuation techniques including discounted cash flow analysis on expected cash flows, the income capitalization approach considering prevailing market capitalization rates, analysis of recent comparable sale transactionsand/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, we consider multiple valuation techniques when measuring the fair value of an investment, however; in certain circumstances, a single valuation technique may be appropriate.

The following table presents a reconciliation for our impairment charges classified as Level 3 at December 31, 2009:


	Fair Value Measurements
	Using Significant
	Unobservable Inputs
	(Level 3)
	Impairment Charges

Beginning balance at December 31, 2008	$	—
Total unrealized losses:
Impairment on Real Estate		(12,128	)

Ending balance at December 31, 2009	$	(12,128	)

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


15.	Restructuring Costs

For the year ended December 31, 2009, we recorded as restructuring costs a pre-tax charge of $7,806 to provide for employee severance and benefits ($5,186), costs associated with the termination of certain office leases ($1,867) and other costs ($753) associated with implementing the restructuring plan. Included in employee severance costs is $2,931 of non-cash costs which represents the accelerated recognition of restricted stock expense for certain employees for the year ended December 31, 2009. At December 31, 2009, we have $2,884 included in Accounts Payable, Accrued Expenses and Other Liabilities, Net related to severance obligations, remaining lease payments and other costs incurred but not yet paid.

For the year ended December 31, 2008, we recorded as reorganization costs, a pre-tax charge of $26,711 to provide for employee severance and benefits ($24,825), costs associated with the termination of certain office leases ($1,162) and contract cancellation and other costs ($724) associated with implementing the restructuring plan. Included in employee severance costs is $9,585 of non-cash costs which represents the accelerated recognition of restricted stock for certain employees. At December 31, 2008 the Operating Partnership has $6,695 included in Accounts Payable, Accrued Expenses and Other Liabilities, Net related to severance obligations, remaining lease payments and other costs incurred but not yet paid.


16.	Future Rental Revenues

Our properties are leased to tenants under net andsemi-net operating leases. Minimum lease payments receivable, excluding tenant reimbursements of expenses, under non-cancelable operating leases in effect as of December 31, 2009 are approximately as follows:


2010	$	208,406
2011		174,403
2012		139,814
2013		108,274
2014		78,596
Thereafter		347,225

Total	$	1,056,718


17.	Stock Based Compensation

We maintain four stock incentive plans, (the “Stock Incentive Plans”) which are administered by our Compensation Committee of the Board of Directors. There are approximately 10.4 million shares reserved under the Stock Incentive Plans. Only officers, certain employees, the Company’s Independent Directors and our affiliates generally are eligible to participate in the Stock Incentive Plans.

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/Unit awards, (iv) performance share awards and (v) dividend equivalent rights. The exercise price of stock options is 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 Consolidated Operating Partnership. As of December 31, 2009, stock options and restricted stock/Units covering 1.7 million shares were outstanding and

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

1.4 million shares were available under the Stock Incentive Plans. At December 31, 2009, all outstanding stock options are vested. Stock option transactions are summarized as follows:


				Weighted
				Average		Exercise		Aggregate
				Exercise		Price		Intrinsic
	Shares			Price		per Share		Value

Outstanding at December 31, 2007		355,901		$	31.68	$	25.13-$33.15	$	3,669
Exercised		(6,300	)	$	27.58	$	25.13-$31.13	$	24
Expired or Terminated		(71,000	)	$	31.13	$	31.13-$31.13

Outstanding at December 31, 2008		278,601		$	31.92	$	27.25-$33.15	$	—
Expired or Terminated		(138,901	)	$	31.94	$	27.69-$33.13

Outstanding at December 31, 2009		139,700		$	31.89	$	27.25-$33.15	$	—

The following table summarizes currently outstanding and exercisable options as of December 31, 2009:


	Number		Weighted		Weighted
	Outstanding		Average		Average
	and		Remaining		Exercise
Range of Exercise Price	Exercisable		Contractual Life		Price

$27.25-$30.53		42,900		1.18	$	30.07
$31.05-$33.15		96,800		1.40	$	32.70

In September 1994, the Board of Directors approved and we adopted a 401(k)/Profit Sharing Plan. Under our 401(k)/Profit Sharing Plan, all eligible employees may participate by making voluntary contributions. We may make, but are not required to make, matching contributions. For the years ended December 31, 2009, 2008 and 2007, we made matching contributions of $0, $0, and $542, respectively.

For the years ended December 31, 2009, 2008 and 2007, we awarded 1,473,600, 588,628, and 442,008 restricted stock/unit awards to our employees having a fair value at grant date of $7,406, $18,860, and $20,882, respectively. We also awarded 35,145, 21,945, and 17,139 restricted stock/unit awards to our directors having a fair value at grant date of $149, $603, and $688, respectively. Restricted stock/unit awards granted to employees generally vest over a period of three to four years and restricted stock/unit awards granted to directors generally vest over a period of five years. For the years ended December 31, 2009, 2008 and 2007, we recognized $13,015, $25,883, and $14,150 in restricted stock amortization related to restricted stock/unit awards, of which $45, $1,519, and $1,707, respectively, was capitalized in connection with development activities. At December 31, 2009, we have $9,747 in unearned compensation related to unvested restricted stock/unit awards. The weighted average period that the unrecognized compensation is expected to be incurred is 1.22 years. We did not award options to our employees or our directors during the years ended December 31, 2009, 2008 and 2007, and all outstanding options are fully vested; therefore no stock-based employee compensation expense related to options is included in net income available to unitholders.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Restricted stock award and restricted stock unit award transactions for the years ended December 31, 2009 and 2008 are summarized as follows:


				Weighted
				Average
				Grant Date
	Shares			Fair Value

Outstanding at December 31, 2007		909,966		$	41.88
Issued		610,573		$	31.88
Vested		(733,666	)	$	22.97
Forfeited		(25,213	)	$	35.17

Outstanding at December 31, 2008		761,660		$	36.00

Issued		1,508,745		$	5.01
Vested		(571,149	)	$	28.79
Forfeited		(124,811	)	$	7.51

Outstanding at December 31, 2009		1,574,445		$	11.17

During the year ended December 31, 2009, we made a grant of 1,000,000 restricted stock units to our Chief Executive Officer. These restricted stock units had a fair value of approximately $6,014 on the date of issuance. Of these restricted stock units, a total of 600,000 (the “Service Awards”) vest in four equal installments on the first, second, third and fourth year anniversary of December 31, 2008, and a total of 400,000 (the “Performance Awards I”) vest in four installments of up to 100,000 on the first, up to 200,000 on the second, up to 300,000 on the third and up to 400,000 on the fourth year anniversary of December 31, 2008, to the extent certain market conditions are met. The market conditions are met when certain stock price levels are achieved and maintained for certain time periods between the award issuance date and December 31, 2013. Both the Service Awards and Performance Awards I require the Chief Executive Officer to be employed by the Company at the applicable vesting dates, subject to certain clauses in the award agreement. The Service Awards are amortized over the four year service period. The Performance Awards I are amortized over the service period of each installment.

During the year ended December 31, 2009, we made a grant of 473,600 restricted stock units to certain members of management (the “Performance Awards II”). The Performance Awards II had a fair value of approximately $1,392 on the date of issuance and will vest in four installments on the first, second, third and fourth anniversary of June 30, 2009, to the extent certain service periods and market conditions are both met. The market conditions are met when certain stock price levels are achieved and maintained for certain time periods between the award issuance date and June 30, 2014. The Performance Awards II are amortized over the service period of each installment. In conjunction with the issuance of the Performance Awards II, the members of management were also granted cash awards with a fair value of $792. The cash awards vest on June 30, 2010 and compensation expense is recognized on a straight-line basis over the service period. In order to receive the Performance Awards II and the cash awards, the members of management are required to be employed by the Company at the applicable vesting dates, subject to certain clauses in the award agreements.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of the Performance Awards I and the Performance Awards II at issuance was determined using a Monte Carlo simulation model with the following assumptions:


	Performance Awards I	Performance Awards II

Expected dividend yield	0.0%	0.0%
Expected stock volatility	57.18% to 119.55%	76.29% to 162.92%
Risk-free interest rate	0.40% to 1.84%	0.43% to 2.38%
Expected life (years)	1-4	1-4
Fair value	$4.49	$2.94

On October 23, 2008, we granted stock appreciation rights (“SARs”) to the Company’s former interim Chief Executive Officer (who is currently Chairman of the Board of Directors of the Company) that entitles him to a special cash payment equal to the appreciation in value of 75,000 shares of the Company’s common stock. The payment is to be based on the excess of the closing price of our common stock on October 22, 2009 over $7.94, the closing price on the grant date. The award fully vested during the three months ended December 31, 2008 upon his acceptance of the position. Since the closing price of the Company’s stock on October 22, 2009 was less than $7.94, no payment was made. During the years ended December 31, 2009 and 2008, we recognized compensation expense of $(197) and $197 relating to the SARs.


18.	Derivatives

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our cash flow volatility exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

In January 2008, we entered into two forward starting swaps each with a notional value of $59,750, which fixed the interest rate on forecasted debt offerings. We designated both swaps as cash flow hedges. The rates on the forecasted debt issuances underlying the swaps locked on March 20, 2009 (the “Forward Starting Agreement 1”) and on April 6, 2009 (the “Forward Starting Agreement 2”), and as such, the swaps ceased to qualify for hedge accounting. On March 20, 2009, the fair value of Forward Starting Agreement 1 was a liability of $4,442 and on April 6, 2009, the fair value of Forward Starting Agreement 2 was a liability of $4,023. These amounts are included in Other Comprehensive Income (“OCI”) and will be amortized over five years, which was the original life of the Forward Starting Agreement 1 and Forward Starting Agreement 2, as an increase to interest expense. On May 8, 2009, we settled the Forward Starting Agreement 1 and paid the counterparty $4,105 and on June 3, 2009 we settled the Forward Starting Agreement 2 and paid the counterparty $3,386. The change in value of Forward Starting Agreement 1 and Forward Starting Agreement 2 from the respective day the interest rate on the underlying debt was locked until settlement is $974 for the year ended December 31, 2009 and is included inMark-to-Market Gain (Loss) on Interest Rate Protection Agreements in the statement of operations.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in OCI and is subsequently reclassified to earnings through interest expense over the life of the derivative or over the life of the debt. In the next 12 months, we will amortize approximately $2,026 into net income by increasing interest expense for the Forward Starting Agreement 1 and Forward Starting Agreement 2 and similar interest rate protection agreements we settled in previous periods.

As of December 31, 2009, we also have an interest rate swap agreement with a notional value of $50,000 which fixed the LIBOR rate on a portion of our outstanding borrowings on our Unsecured Line of Credit at 2.4150% (the “Interest Rate Swap Agreement”). Monthly payments or receipts are treated as a component of interest expense. We designated the Interest Rate Swap Agreement as a cash flow hedge. We anticipate, based

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

on ongoing evaluation of effectiveness, that the Interest Rate Swap Agreement has been and will continue to be highly effective, and, as a result, the change in the fair value is shown in OCI.

The coupon rate of our Series F Preferred Stock resets every quarter beginning March 31, 2009 at 2.375% plus the greater of (i) the 30 year U.S. Treasury rate, (ii) the 10 year U.S. Treasury rate or(iii) 3-month LIBOR. On October 1, 2009, the new coupon rate was 6.405% (see Note 8). In October 2008, we entered into an interest rate swap agreement with a notional value of $50,000 to mitigate our exposure to floating interest rates related to the forecasted reset rate of the coupon rate of our Series F Preferred Stock (the “Series F Agreement”). This Series F Agreement fixes the30-year U.S. Treasury rate at 5.2175%. Accounting guidance for derivatives does not permit hedge accounting treatment related to equity instruments and therefore the mark to market gains or losses related to this agreement are recorded in the statement of operations. Quarterly payments or receipts are treated as a component of the mark to market gains or losses and for the year ended December 31, 2009, we incurred $472, of which $152 was outstanding at December 31, 2009.

The following is a summary of the terms of the forward starting swaps and the interest rate swaps and their fair values, which are included in Accounts Payable, Accrued Expenses and Other Liabilities, Net on the accompanying consolidated balance sheet as of December 31, 2009:


								Fair Value As of			Fair Value As of
	Notional		Fixed			Trade	Maturity	December 31,			December 31,
Hedge Product	Amount		Pay Rate			Date	Date	2009			2008

Derivatives designated as hedging instruments:
Forward-Starting Agreement 1	$	59,750		4.0725	%	January 2008	May 8, 2009	$	—		$	(3,429	)
Forward-Starting Agreement 2		59,750		4.0770	%	January 2008	June 3, 2009		—			(3,452	)
Interest Rate Swap Agreement		50,000		2.4150	%	March 2008	April 1, 2010		(267	)		(858	)

Total derivatives designated as hedging instruments:	$	169,500						$	(267	)	$	(7,739	)
Derivatives not designated as hedging instruments:
Series F Agreement*		50,000		5.2175	%	October 2008	October 1, 2013		93			(3,073	)

Total Derivatives	$	219,500					Total	$	(174	)	$	(10,812	)


*		Fair value excludes quarterly settlement payment due on Series F Agreement. As of December 31, 2009, the outstanding payable was $152.

The following is a summary of the impact of the derivatives in cash flow hedging relationships on the statement of operations and the statement of OCI for the years ended December 31, 2009 and December 31, 2008.


		Year Ended
		December 31,			December 31,
Interest Rate Products	Location on Statement	2009			2008

Loss Recognized in OCI (Effective Portion)	Mark-to-Market on Interest Rate Protection Agreements (OCI)	$	(993	)	$	(7,739	)
Amortization Reclassified from OCI into Income	Interest Expense	$	(796	)	$	792
Gain Recognized in Income (Unhedged Position)	Mark-to-Market Gain on Interest Rate Protection Agreements	$	974		$	—

Additionally as of December 31, 2009, one of the Joint Ventures has interest rate protection agreements outstanding which effectively convert floating rate debt to fixed rate debt on a portion of its total variable

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

debt. The hedge relationships are considered highly effective and as such, for the years ended December 31, 2009 and 2008, we recorded $1,060 and $(1,547) in unrealized gain (loss), respectively, representing our 10% share, offset by $(450) and $610 of income tax (provision) benefit, respectively, which is shown inMark-to-Market on Interest Rate Protection Agreements, Net of Income Tax, in OCI.

Our agreements with our derivative counterparties contain provisions where if we default on any of our indebtedness, then we could also be declared in default on our derivative obligations subject to certain thresholds.

We adopted the fair value measurement provisions as of January 1, 2008, for financial instruments recorded at fair value. The new guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table sets forth our financial liabilities that are accounted for at fair value on a recurring basis as of December 31, 2009:


			Fair Value Measurements at Reporting
			Date Using:
			Quoted Prices in
			Active Markets for		Significant Other		Unobservable
	December 31,		Identical Assets		Observable Inputs		Inputs
Description	2009		(Level 1)		(Level 2)		(Level 3)

Liabilities:
Interest Rate Swap Agreement	$	267		—	$	267		—
Series F Agreement	$	59		—		—	$	59

The valuation of the Interest Rate Swap Agreement is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of the instrument. This analysis reflects the contractual terms of the agreements including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. In adjusting the fair value of the interest rate protection agreements for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements. To comply with the provisions of fair value measurement, we incorporated a credit valuation adjustment (“CVA”) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. However, assessing significance of inputs is a matter of judgment that should consider a variety of factors. One factor we consider is the CVA and its materiality to the overall valuation of the derivatives on the balance sheet and to their related changes in fair value. We believe the inputs obtained related to our CVAs are observable and therefore fall under Level 2 of the fair value hierarchy. Accordingly, the liabilities related to the Interest Rate Swap Agreement are classified as Level 2 amounts.

The valuation of the Series F Agreement utilizes the same valuation technique as the Interest Rate Swap Agreement, however, we consider the Series F Agreement to be classified as Level 3 in the fair value hierarchy due to a significant number of unobservable inputs. The Series F Agreement swaps a fixed rate 5.2175% for floating rate payments based on30-year Treasury. No market observable prices exist for long-dated Treasuries past 30 years. Therefore, we have classified the Series F Agreement in its entirety as a Level 3.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents a reconciliation for our liabilities classified as Level 3 at December 31, 2009:


	Fair Value Measurements
	Using Significant
	Unobservable Inputs
	(Level 3)
	Derivatives

Beginning liability balance at December 31, 2008	$	(3,073	)
Total realized gains:
Mark-to-Market on Series F Agreement		3,014

Ending liability balance at December 31, 2009	$	(59	)


19.	Related Party Transactions

We periodically engage in transactions for which CB Richard Ellis, Inc. acts as a broker. A relative of Michael W. Brennan, the former President and Chief Executive Officer and a former director of the Company, is an employee of CB Richard Ellis, Inc. For the years ended December 31, 2008 and 2007 this relative received approximately $95 and $240, respectively, in brokerage commissions or other fees for transactions with the Consolidated Operating Partnership and the Joint Ventures.

At December 31, 2009, we have a payable balance of $27,884 to wholly owned entities of the Company. At December 31, 2008, we had a payable balance of $18,076 to wholly owned entities of the Company.


20.	Commitments and Contingencies

Currently, we are the defendant in a suit brought in February 2009 by the trustee in the bankruptcy of a former tenant. The trustee is seeking the return of $5,000 related to letters of credit that we drew down when the tenant defaulted on its leases. The suit is in the early stages and, at this time, we are not in a position to assess what, if any, ultimate liability we may have to the bankruptcy estate. We plan to vigorously defend the suit. In addition, in the normal course of business, we are involved in other legal actions arising from the ownership of our industrial properties. Except as disclosed herein, in our opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a materially adverse effect on our consolidated financial position, operations or liquidity.

At December 31, 2008 our investment in the 2005 Development/Repositioning Joint Venture was $0. This investment balance was written down to $0 due to impairment losses we recorded in the year ended December 31, 2008. At December 31, 2009 our investment in the 2005 Development/Repositioning Joint Venture is $(2,785) and is included within Accounts Payable, Accrued Expenses and Other Liabilities, Net due to our current commitment to fund operations to this venture.

Nine 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 in excess of our depreciated cost of the asset. We have no notice of any exercise of any tenant purchase option.

At December 31, 2009, we had 17 letters of credit outstanding in the aggregate amount of $6,230. These letters of credit expire between January 2010 and November 2010.

Ground and Operating Lease Agreements

For the years ended December 31, 2009, 2008 and 2007, we recognized $4,181, $4,072 and $3,102 in operating and ground lease expense.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Future minimum rental payments under the terms of all non-cancelable ground and operating leases under which we are the lessee, offset bysub-lease rental payments under non-cancelable operating leases as of December 31, 2009, are as follows:


2010	$	3,001
2011		2,121
2012		1,640
2013		1,541
2014		1,328
Thereafter		29,326

Total	$	38,957


21.	Subsequent Events

From January 1, 2010 to February 26, 2010, we sold two industrial properties comprising approximately 0.2 million square feet of GLA and several land parcels. Gross proceeds from the sale of the two industrial properties and several land parcels were approximately $27,433. There were no industrial properties acquired during this period.

On February 8, 2010, we consummated a tender offer pursuant to which we purchased $72,702 of our 2011 Notes, $66,236 of our 2012 Notes and $21,062 of our 2014 Notes. In connection with the tender offer, we will recognize approximately $0.4 million as gain on early retirement of debt.

Subsequent to January 1, 2010, we obtained three mortgage loans in the amounts of $7,780, $7,200 and $4,301. The mortgages are collateralized by three industrial properties totaling approximately 0.5 million square feet of GLA. The mortgages bear interest at a fixed rate of 7.40%. The mortgages mature between February, 2015 and March, 2015.

On February 26, 2010, the IRS notified us of its intent to examine the tax returns filed by the old TRS for the years ended December 31, 2008 and December 31, 2009.

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


22.	Quarterly Financial Information (unaudited)

The following table summarizes our quarterly financial information. The first, second and third fiscal quarters of 2009 and all fiscal quarters in 2008 have been revised in accordance with guidance on accounting for discontinued operations.


	Year Ended December 31, 2009
	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter

Total Revenues	$	99,715		$	96,472		$	93,813		$	79,729
Equity in Income (Loss) of Joint Ventures		29			1,551			(5,889	)		(2,161	)
Equity in Income of Other Real Estate Partnerships		4,528			3,718			6,455			3,815
(Loss) Income from Continuing Operations, Net of Income Tax		(17,261	)		(8,311	)		(2,434	)		9,561
Income from Discontinued Operations, Net of Income Tax		4,342			4,530			5,134			8,596
Gain (Loss) on Sale of Real Estate, Net of Income Tax		477			—			101			(408	)

Net (Loss) Income		(12,442	)		(3,781	)		2,801			17,749
Preferred Unit Distributions		(4,857	)		(4,824	)		(4,913	)		(4,922	)

Net (Loss) Income Available	$	(17,299	)	$	(8,605	)	$	(2,112	)	$	12,827
Income from Continuing Operations Allocable to Participating Securities		—			—			—			(23	)
Discontinued Operations Allocable to Participating Securities		—			—			—			(47	)

Net (Loss) Income Available to Unitholders	$	(17,299	)	$	(8,605	)	$	(2,112	)	$	12,757

Basic and Diluted Earnings Per Unit:
(Loss) Income From Continuing Operations Available to Unitholders	$	(0.43	)	$	(0.26	)	$	(0.14	)	$	0.06

Income From Discontinued Operations	$	0.09		$	0.09		$	0.10		$	0.13

Net (Loss) Income Available to Unitholders	$	(0.35	)	$	(0.17	)	$	(0.04	)	$	0.19

Weighted Average Units Outstanding - Basic and Diluted		49,919			49,975			50,874			66,135

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	(As Adjusted)
	Year Ended December 31, 2008
	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter

Total Revenues	$	99,665		$	116,953		$	126,347		$	131,385
Equity in Income (Loss) of Joint Ventures		3,302			3,268			725			(40,473	)
Equity in Income Other Real Estate Partnerships		9,099			32,064			3,051			5,545
(Loss) Income from Continuing Operations, Net of Income Tax		(17,815	)		6,954			(15,199	)		(81,889	)
Income from Discontinued Operations, Net of Income Tax		72,670			41,569			24,157			4,812
Gain on Sale of Real Estate, Net of Income Tax		5,438			2,841			—			—

Net Income (Loss)		60,293			51,364			8,958			(77,077	)
Preferred Unit Distributions		(4,857	)		(4,857	)		(4,857	)		(4,857	)

Net Income (Loss) Available	$	55,436		$	46,507		$	4,101		$	(81,934	)
Income from Continuing Operations Allocable to Participating Securities		—			(115	)		—			—
Discontinued Operations Allocable to Participating Securities		(1,017	)		(965	)		(841	)		—

Net Income (Loss) Available to Unitholders	$	54,419		$	45,427		$	3,260		$	(81,934	)

Basic and Diluted Earnings Per Unit:
(Loss) Income From Continuing Operations Available to Unitholders	$	(0.35	)	$	0.10		$	(0.41	)	$	(1.75	)

Income From Discontinued Operations	$	1.45		$	0.82		$	0.47		$	0.10

Net Income (Loss) Available to Unitholders	$	1.10		$	0.92		$	0.07		$	(1.65	)

Weighted Average Units Outstanding - Basic		49,407			49,416			49,431			49,569

Weighted Average Units Outstanding - Diluted		49,407			49,418			49,431			49,569

100

FIRST INDUSTRIAL, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


23.	Pro Forma Financial Information (unaudited)

The following Pro Forma Condensed Statements of Operations for the years ended December 31, 2008 and 2007 (the “Pro Forma Statements”) are presented as if the acquisition of 18 operating industrial properties between January 1, 2008 and December 31, 2008 had occurred at the beginning of each year. The Pro Forma Statements do not include acquisitions between January 1, 2008 and December 31, 2008 for industrial properties that were vacant upon purchase, were leased back to the sellers upon purchase or were subsequently sold before December 31, 2008. The Pro Forma Condensed Statements of Operations include all necessary adjustments to reflect the occurrence of purchases and sales of properties during 2008 as of January 1, 2008 and 2007.

The Pro Forma Statements are not necessarily indicative of what our results of operations would have been for the years ended December 31, 2008 and 2007, nor do they purport to present our future results of operations.

Pro Forma Condensed Statements of Operations


	(As Adjusted)			(As Adjusted)
	Year Ended			Year Ended
	December 31,			December 31,
	2008			2007

Pro Forma Revenues	$	479,186		$	349,516
Pro Forma Loss from Continuing Operations Available to Unitholders, Net of Income Taxes	$	(116,898	)	$	(64,157	)
Pro Forma Net Income Available to Unitholders	$	26,310		$	165,363
Per Unit Data:
Pro Forma Basic and Diluted Earnings Per Unit Data:
Loss from Continuing Operations Available to Unitholders	$	(2.36	)	$	(1.27	)

Net Income Available to Unitholders	$	0.48		$	3.21

101

FIRST INDUSTRIAL, LP.

SCHEDULE III:

REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2009


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

Atlanta
1650 Highway 155	McDonough, GA		—		788		4,544		366			788		4,910		5,698		1,855		1994		(l	)
1665 Dogwood Drive	Conyers, GA		—		635		3,662		314			635		3,976		4,611		1,491		1994		(l	)
1715 Dogwood	Conyers, GA		—		288		1,675		1,287			288		2,962		3,250		766		1994		(l	)
11235 Harland Drive	Covington, GA		—		125		739		183			125		922		1,047		325		1994		(l	)
4051 Southmeadow Parkway	Atlanta, GA		—		726		4,130		875			726		5,005		5,731		1,765		1994		(l	)
4071 Southmeadow Parkway	Atlanta, GA		—		750		4,460		1,301			828		5,683		6,511		2,100		1994		(l	)
4081 Southmeadow Parkway	Atlanta, GA		—		1,012		5,918		1,652			1,157		7,425		8,582		2,691		1994		(l	)
5570 Tulane Dr(d)	Atlanta, GA		2,112		527		2,984		699			546		3,664		4,210		1,241		1996		(l	)
955 Cobb Place	Kennesaw, GA		2,952		780		4,420		684			804		5,080		5,884		1,666		1997		(l	)
1256 Oakbrook Drive	Norcross, GA		1,268		336		1,907		286			339		2,190		2,529		544		2001		(l	)
1265 Oakbrook Drive	Norcross, GA		1,348		307		1,742		637			309		2,377		2,686		661		2001		(l	)
1280 Oakbrook Drive	Norcross, GA		1,227		281		1,592		275			283		1,865		2,148		429		2001		(l	)
1300 Oakbrook Drive	Norcross, GA		1,738		420		2,381		241			423		2,619		3,042		539		2001		(l	)
1325 Oakbrook Drive	Norcross, GA		1,437		332		1,879		304			334		2,181		2,515		550		2001		(l	)
1351 Oakbrook Drive	Norcross, GA		—		370		2,099		375			373		2,471		2,844		569		2001		(l	)
1346 Oakbrook Drive	Norcross, GA		—		740		4,192		693			744		4,881		5,625		1,032		2001		(l	)
1412 Oakbrook Drive	Norcross, GA		—		313		1,776		262			315		2,036		2,351		480		2001		(l	)
3060 South Park Blvd	Ellenwood, GA		—		1,600		12,464		1,743			1,603		14,204		15,807		2,560		2003		(l	)
Greenwood Industrial Park	McDonough, GA		4,533		1,550		—		7,485			1,550		7,485		9,035		1,007		2004		(l	)
46 Kent Drive	Cartersville GA		1,761		794		2,252		6			798		2,254		3,052		387		2005		(l	)
100 Dorris Williams	Villa Rica GA		2,235		401		3,754		42			406		3,791		4,197		993		2005		(l	)
605 Stonehill Drive	Atlanta, GA		1,621		485		1,979		(38	)		490		1,936		2,426		792		2005		(l	)
6514 Warren Drive	Norcross, GA		—		510		1,250		(66	)		513		1,181		1,694		182		2005		(l	)
6544 Warren Drive	Norcross, GA		—		711		2,310		(49	)		715		2,257		2,972		374		2005		(l	)
720 Industrial Blvd	Dublin, GA		—		250		2,632		40			255		2,667		2,922		1,371		2005		(l	)
5356 E. Ponce De Leon	Stone Mountain, GA		2,855		604		3,888		227			610		4,109		4,719		1,018		2005		(l	)
5390 E. Ponce De Leon	Stone Mountain, GA		—		397		1,791		31			402		1,817		2,219		392		2005		(l	)
195 & 197 Collins Boulevard	Athens, GA		—		1,410		5,344		(553	)		1,426		4,775		6,201		1,809		2005		(l	)
1755 Enterprise Drive	Buford, GA		1,596		712		2,118		60			716		2,174		2,890		412		2006		(l	)

S-1


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

4555 Atwater Court	Buford, GA		2,612		881		3,550		591			885		4,137		5,022		768		2006		(l	)
80 Liberty Industrial Parkway	McDonough, GA		—		756		3,695		213			763		3,901		4,664		473		2007		(l	)
596 Bonnie Valentine	Pendergrass, GA		—		2,580		21,730		1,434			2,594		23,150		25,744		1,596		2007		(l	)
11415 Old Roswell Road	Alpharetta, GA		—		2,403		1,912		46			2,428		1,933		4,361		160		2008		(l	)
Baltimore
1820 Portal	Baltimore, MD		—		884		4,891		454			899		5,330		6,229		1,551		1998		(l	)
9700 Martin Luther King Hwy	Lanham, MD		—		700		1,920		513			700		2,433		3,133		638		2003		(l	)
9730 Martin Luther King Hwy	Lanham, MD		—		500		955		498			500		1,453		1,953		431		2003		(l	)
4621 Boston Way	Lanham, MD		—		1,100		3,070		605			1,100		3,675		4,775		921		2003		(l	)
4720 Boston Way	Lanham, MD		—		1,200		2,174		575			1,200		2,749		3,949		784		2003		(l	)
9800 Martin Luther King Hwy	Lanham, MD		—		1,200		2,457		298			1,200		2,755		3,955		662		2003		(l	)
22520 Randolph Drive	Dulles, VA		7,950		3,200		8,187		(162	)		3,208		8,017		11,225		1,314		2004		(l	)
22630 Dulles Summit Court	Dulles, VA		—		2,200		9,346		133			2,206		9,473		11,679		1,796		2004		(l	)
4201 Forbes Boulevard	Lanham, MD		—		356		1,823		323			375		2,127		2,502		365		2005		(l	)
4370-4383 Lottsford Vista Rd	Lanham, MD		—		279		1,358		215			296		1,556		1,852		287		2005		(l	)
4400 Lottsford Vista Rd	Lanham, MD		—		351		1,955		174			372		2,108		2,480		330		2005		(l	)
4420 Lottsford Vista Road	Lanham, MD		—		539		2,196		327			568		2,494		3,062		491		2005		(l	)
11204 McCormick Road	Hunt Valley, MD		—		1,017		3,132		67			1,038		3,178		4,216		623		2005		(l	)
11110 Pepper Road	Hunt Valley, MD		—		918		2,529		258			938		2,767		3,705		567		2005		(l	)
11100-11120 Gilroy Road	Hunt Valley, MD		—		901		1,455		57			919		1,494		2,413		404		2005		(l	)
10709 Gilroy Road	Hunt Valley, MD		—		913		2,705		46			913		2,751		3,664		737		2005		(l	)
7120-7132 Ambassador Road	Baltimore, MD		—		829		1,329		255			847		1,566		2,413		445		2005		(l	)
7142 Ambassador Road	Hunt Valley, MD		—		924		2,876		444			942		3,302		4,244		464		2005		(l	)
7144-7162 Ambassador Road	Baltimore, MD		—		979		1,672		188			1,000		1,839		2,839		480		2005		(l	)
7200 Rutherford Road	Baltimore, MD		—		1,032		2,150		22			1,054		2,150		3,204		411		2005		(l	)
2700 Lord Baltimore Road	Baltimore, MD		—		875		1,826		753			897		2,557		3,454		625		2005		(l	)
1225 Bengies Road	Baltimore, MD		—		2,640		270		13,266			2,823		13,353		16,176		949		2008		(l	)
Central Pennsylvania
16522 Hunters Green Parkway	Hagerstown, MD		13,538		1,390		13,104		3,903			1,863		16,534		18,397		2,719		2003		(l	)
6951 Allentown Blvd	Harrisburg, PA		—		585		3,176		132			601		3,292		3,893		569		2005		(l	)
320 Museum Road	Washington, PA		—		201		1,819		57			208		1,869		2,077		457		2005		(l	)
1490 Commerce Avenue	Carlisle, PA		—		1,500		—		12,846			2,341		12,005		14,346		760		2008		(l	)
600 First Avenue	Gouldsboro, PA		—		7,022		—		57,413			7,019		57,416		64,435		1,896		2008		(l	)
225 Cross Farm Lane	York, PA		—		4,718		—		23,566			4,715		23,569		28,284		1,332		2008		(l	)

S-2


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

Chicago
3600 West Pratt Avenue	Lincolnwood, IL		—		1,050		5,767		1,200			1,050		6,967		8,017		2,649		1994		(l	)
6750 South Sayre Avenue	Bedford Park, IL		—		224		1,309		642			224		1,951		2,175		834		1994		(l	)
585 Slawin Court	Mount Prospect, IL		3,299		611		3,505		2,065			615		5,566		6,181		1,922		1994		(l	)
2300 Windsor Court	Addison, IL		—		688		3,943		1,012			696		4,947		5,643		1,716		1994		(l	)
3505 Thayer Court	Aurora, IL		—		430		2,472		91			430		2,563		2,993		980		1994		(l	)
305-311 Era Drive	Northbrook, IL		—		200		1,154		935			205		2,084		2,289		527		1994		(l	)
12241 Melrose Street	Franklin Park, IL		—		332		1,931		1,307			469		3,101		3,570		1,084		1995		(l	)
11939 S Central Avenue	Alsip, IL		—		1,208		6,843		2,191			1,305		8,937		10,242		2,577		1997		(l	)
405 East Shawmut	LaGrange, IL		—		368		2,083		602			388		2,665		3,053		760		1997		(l	)
1010-50 Sesame Street	Bensenville, IL		—		979		5,546		2,833			1,048		8,310		9,358		2,190		1997		(l	)
7501 South Pulaski	Chicago, IL		—		318		2,038		1,516			318		3,554		3,872		952		1997		(l	)
2120-24 Roberts	Broadview, IL		—		220		1,248		479			231		1,716		1,947		707		1998		(l	)
800 Business Center Drive	Mount Prospect, IL		—		631		3,493		292			666		3,750		4,416		840		2000		(l	)
580 Slawin Court	Mount Prospect, IL		—		233		1,292		325			254		1,596		1,850		349		2000		(l	)
1150 Feehanville Drive	Mount Prospect, IL		—		260		1,437		169			273		1,593		1,866		363		2000		(l	)
19W661 101st Street	Lemont, IL		5,407		1,200		6,643		2,286			1,220		8,909		10,129		2,461		2001		(l	)
175 Wall Street	Glendale Heights, IL		1,482		427		2,363		163			433		2,520		2,953		517		2002		(l	)
800-820 Thorndale Avenue	Bensenville, IL		4,409		751		4,159		2,103			761		6,252		7,013		1,387		2002		(l	)
251 Airport Road	North Aurora, IL		—		983		—		6,767			983		6,767		7,750		1,247		2002		(l	)
1661 Feehanville Drive	Mount Prospect, IL		—		985		5,455		2,053			1,044		7,449		8,493		1,980		2004		(l	)
1850 Touhy & 1158 McCage Ave	Elk Grove Village, IL		—		1,500		4,842		(201	)		1,514		4,627		6,141		846		2004		(l	)
1088-1130 Thorndale Avenue	Bensenville, IL		—		2,103		3,674		145			2,108		3,814		5,922		926		2005		(l	)
855-891 Busse Rd	Bensenville, IL		—		1,597		2,767		(217	)		1,601		2,546		4,147		538		2005		(l	)
1060-1074 W. Thorndale Ave	Bensenville, IL		—		1,704		2,108		183			1,709		2,286		3,995		639		2005		(l	)
400 Crossroads Pkwy	Bolingbrook, IL		5,824		1,178		9,453		1,252			1,181		10,702		11,883		2,159		2005		(l	)
7609 W. Industrial Drive	Forest Park, IL		—		1,207		2,343		300			1,213		2,637		3,850		640		2005		(l	)
7801 W. Industrial Drive	Forest Park, IL		—		1,215		3,020		20			1,220		3,035		4,255		776		2005		(l	)
725 Kimberly Drive	Carol Stream, IL		—		793		1,395		249			801		1,636		2,437		318		2005		(l	)
17001 S. Vincennes	Thornton, IL		—		497		504		103			513		591		1,104		233		2005		(l	)
1111 Davis Road	Elgin, IL		—		998		1,859		833			1,046		2,644		3,690		977		2006		(l	)
2900 W. 166th Street	Markham, IL		—		1,132		4,293		746			1,134		5,037		6,171		822		2007		(l	)
555 W. Algonquin Rd	Arlington Heights, IL		1,988		574		741		2,053			579		2,789		3,368		286		2007		(l	)
7000 W. 60th Street	Chicago, IL		1,044		609		932		106			667		980		1,647		298		2007		(l	)
9501 Nevada	Franklin Park, IL		—		2,721		5,630		502			2,737		6,116		8,853		673		2008		(l	)

S-3


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

1501 Oakton Street	Elk Grove Village, IL		—		3,369		6,121		139			3,482		6,147		9,629		586		2008		(l	)
16500 W. 103rd Street	Woodridge, IL		—		744		2,458		140			760		2,583		3,343		231		2008		(l	)
Cincinnati
9900-9970 Princeton	Cincinnati, OH		—		545		3,088		1,836			566		4,903		5,469		1,862		1996		(l	)
2940 Highland Avenue	Cincinnati, OH		—		1,717		9,730		2,263			1,772		11,938		13,710		3,922		1996		(l	)
4700-4750 Creek Road	Blue Ash, OH		—		1,080		6,118		998			1,109		7,087		8,196		2,332		1996		(l	)
901 Pleasant Valley Drive	Springboro, OH		—		304		1,721		333			316		2,042		2,358		630		1998		(l	)
4436 Mulhauser Road	Hamilton, OH		—		630		—		5,046			630		5,046		5,676		982		2002		(l	)
4438 Mulhauser Road	Hamilton, OH		—		779		—		6,792			779		6,792		7,571		1,504		2002		(l	)
420 Wards Corner Road	Loveland, OH		—		600		1,083		932			606		2,009		2,615		662		2003		(l	)
422 Wards Corner Road	Loveland, OH		—		600		1,811		155			605		1,961		2,566		647		2003		(l	)
4663 Dues Drive	Westchester, OH		—		858		2,273		1,265			875		3,521		4,396		1,605		2005		(l	)
9525 Glades Drive	Westchester, OH		—		347		1,323		87			355		1,402		1,757		237		2007		(l	)
9776-9876 Windisch Road	Westchester, OH		—		392		1,744		24			394		1,766		2,160		208		2007		(l	)
9810-9822 Windisch Road	Westchester, OH		—		395		2,541		6			397		2,545		2,942		212		2007		(l	)
9842-9862 Windisch Road	Westchester, OH		—		506		3,148		31			508		3,177		3,685		309		2007		(l	)
9872-9898 Windisch Road	Westchester, OH		—		546		3,039		65			548		3,102		3,650		296		2007		(l	)
9902-9922 Windisch Road	Westchester, OH		—		623		4,003		173			627		4,172		4,799		496		2007		(l	)
Cleveland
30311 Emerald Valley Pkwy	Glenwillow, OH		—		681		11,838		1,055			691		12,883		13,574		1,767		2006		(l	)
30333 Emerald Valley Pkwy	Glenwillow, OH		—		466		5,447		103			475		5,541		6,016		840		2006		(l	)
7800 Cochran Road	Glenwillow, OH		—		972		7,033		146			991		7,160		8,151		1,077		2006		(l	)
7900 Cochran Road	Glenwillow, OH		—		775		6,244		136			792		6,363		7,155		909		2006		(l	)
7905 Cochran Road	Glenwillow, OH		—		920		6,174		103			945		6,252		7,197		873		2006		(l	)
30600 Carter Street	Solon, OH		—		989		3,042		805			1,022		3,814		4,836		1,346		2006		(l	)
8181 Darrow Road	Twinsburg, OH		—		2,478		6,791		604			2,496		7,378		9,874		640		2008		(l	)
Columbus
3800 Lockbourne Industrial Pkwy	Columbus, OH		—		1,045		6,421		647			1,045		7,068		8,113		2,260		1996		(l	)
3880 Groveport Road	Columbus, OH		—		1,955		12,154		311			1,955		12,465		14,420		4,062		1996		(l	)
1819 North Walcutt Road	Columbus, OH		—		637		4,590		474			634		5,067		5,701		1,540		1997		(l	)
4115 Leap Road(d)	Hillard, OH		—		756		4,297		1,413			756		5,710		6,466		1,622		1998		(l	)
3300 Lockbourne	Columbus, OH		—		708		3,920		1,234			710		5,152		5,862		1,392		1998		(l	)
1076 Pittsburgh Drive	Delaware, OH		—		2,265		4,733		(234	)		2,273		4,491		6,764		1,053		2005		(l	)
6150 Huntly Road	Columbus, OH		—		920		4,810		8			925		4,813		5,738		724		2005		(l	)
4311 Janitrol Road	Columbus, OH		—		681		5,941		(221	)		670		5,731		6,401		723		2006		(l	)

S-4


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or		Gross Amount Carried
				(b)				Completion		At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation				Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision		Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

4600 S. Hamilton Road	Groveport, OH		—		662		4,332		1,114		675		5,433		6,108		819		2007		(l	)
Dallas/Fort Worth
2406-2416 Walnut Ridge	Dallas, TX		—		178		1,006		558		172		1,570		1,742		367		1997		(l	)
2401-2419 Walnut Ridge	Dallas, TX		—		148		839		278		142		1,123		1,265		314		1997		(l	)
900-906 Great Southwest Pkwy	Arlington, TX		—		237		1,342		575		270		1,884		2,154		651		1997		(l	)
3000 West Commerce	Dallas, TX		—		456		2,584		723		469		3,294		3,763		915		1997		(l	)
3030 Hansboro	Dallas, TX		—		266		1,510		535		276		2,035		2,311		561		1997		(l	)
405-407 113th	Arlington, TX		—		181		1,026		475		185		1,497		1,682		383		1997		(l	)
816 111th Street	Arlington, TX		873		251		1,421		128		258		1,542		1,800		466		1997		(l	)
7427 Dogwood Park	Richland Hills, TX		—		96		532		572		102		1,098		1,200		387		1998		(l	)
7348-54 Tower Street	Richland Hills, TX		—		88		489		225		94		708		802		188		1998		(l	)
7339-41 Tower Street	Richland Hills, TX		—		98		541		175		104		710		814		189		1998		(l	)
7437-45 Tower Street	Richland Hills, TX		—		102		563		113		108		670		778		178		1998		(l	)
7331-59 Airport Freeway	Richland Hills, TX		—		354		1,958		381		372		2,321		2,693		683		1998		(l	)
7338-60 Dogwood Park	Richland Hills, TX		—		106		587		128		112		709		821		194		1998		(l	)
7450-70 Dogwood Park	Richland Hills, TX		—		106		584		157		112		735		847		197		1998		(l	)
7423-49 Airport Freeway	Richland Hills, TX		—		293		1,621		387		308		1,993		2,301		572		1998		(l	)
7400 Whitehall Street	Richland Hills, TX		—		109		603		61		115		658		773		182		1998		(l	)
1602-1654 Terre Colony	Dallas, TX		1,870		458		2,596		801		468		3,387		3,855		739		2000		(l	)
3330 Duncanville Road	Dallas, TX		—		197		1,114		69		199		1,181		1,380		280		2000		(l	)
2351-2355 Merritt Drive	Garland, TX		—		101		574		129		103		701		804		158		2000		(l	)
701-735 North Plano Road	Richardson, TX		—		696		3,944		530		705		4,465		5,170		1,023		2000		(l	)
2220 Merritt Drive	Garland, TX		—		352		1,993		1,069		356		3,058		3,414		790		2000		(l	)
2010 Merritt Drive	Garland, TX		—		350		1,981		559		357		2,533		2,890		692		2000		(l	)
2363 Merritt Drive	Garland, TX		—		73		412		191		74		602		676		129		2000		(l	)
2447 Merritt Drive	Garland, TX		—		70		395		77		71		471		542		109		2000		(l	)
2465-2475 Merritt Drive	Garland, TX		—		91		514		145		92		658		750		143		2000		(l	)
2485-2505 Merritt Drive	Garland, TX		—		431		2,440		547		436		2,982		3,418		677		2000		(l	)
2081 Hutton Drive — Bldg 1(e)	Carrolton, TX		1,875		448		2,540		460		453		2,995		3,448		654		2001		(l	)
2110 Hutton Drive	Carrolton, TX		—		374		2,117		436		377		2,550		2,927		698		2001		(l	)
2025 McKenzie Drive	Carrolton, TX		1,583		437		2,478		348		442		2,821		3,263		666		2001		(l	)
2019 McKenzie Drive	Carrolton, TX		1,891		502		2,843		553		507		3,391		3,898		780		2001		(l	)
1420 Valwood Parkway — Bldg 1(d)	Carrolton, TX		—		460		2,608		751		466		3,353		3,819		732		2001		(l	)
1620 Valwood Parkway(e)	Carrolton, TX		—		1,089		6,173		1,354		1,100		7,516		8,616		1,633		2001		(l	)
1505 Luna Road — Bldg II	Carrolton, TX		—		167		948		68		169		1,014		1,183		230		2001		(l	)

S-5


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

1625 West Crosby Road	Carrolton, TX		—		617		3,498		584			631		4,068		4,699		951		2001		(l	)
2029-2035 McKenzie Drive	Carrolton, TX		—		306		1,870		698			306		2,568		2,874		919		2001		(l	)
1840 Hutton Drive(d)	Carrolton, TX		—		811		4,597		849			819		5,438		6,257		1,228		2001		(l	)
1420 Valwood Pkwy — Bldg II	Carrolton, TX		—		373		2,116		348			377		2,460		2,837		582		2001		(l	)
2015 McKenzie Drive	Carrolton, TX		2,086		510		2,891		434			516		3,319		3,835		772		2001		(l	)
2009 McKenzie Drive	Carrolton, TX		—		476		2,699		431			481		3,125		3,606		749		2001		(l	)
1505 Luna Road — Bldg I	Carrolton, TX		—		521		2,953		505			529		3,450		3,979		896		2001		(l	)
2104 Hutton Drive	Carrolton, TX		—		246		1,393		184			249		1,574		1,823		340		2001		(l	)
900-1100 Avenue S	Grand Prairie, TX		2,668		623		3,528		1,349			629		4,871		5,500		853		2002		(l	)
Plano Crossing(f)	Plano, TX		7,474		1,961		11,112		672			1,981		11,764		13,745		2,294		2002		(l	)
7413A-C Dogwood Park	Richland Hills, TX		—		110		623		150			111		772		883		140		2002		(l	)
7450 Tower Street	Richland Hills, TX		—		36		204		191			36		395		431		134		2002		(l	)
7436 Tower Street	Richland Hills, TX		—		57		324		162			58		485		543		147		2002		(l	)
7426 Tower Street	Richland Hills, TX		—		76		429		59			76		488		564		84		2002		(l	)
7427-7429 Tower Street	Richland Hills, TX		—		75		427		130			76		556		632		86		2002		(l	)
2840-2842 Handley Ederville Rd	Richland Hills, TX		—		112		635		59			113		693		806		134		2002		(l	)
7451-7477 Airport Freeway	Richland Hills, TX		—		256		1,453		235			259		1,685		1,944		342		2002		(l	)
7415 Whitehall Street	Richland Hills, TX		—		372		2,107		425			375		2,529		2,904		505		2002		(l	)
7450 Whitehall Street	Richland Hills, TX		—		104		591		110			105		700		805		122		2002		(l	)
300 Wesley Way	Richland Hills, TX		916		208		1,181		18			211		1,196		1,407		217		2002		(l	)
7451 Dogwood Park	Richland Hills, TX		—		133		753		43			134		795		929		155		2002		(l	)
825-827 Avenue H(d)	Arlington, TX		—		600		3,006		229			604		3,231		3,835		808		2004		(l	)
1013-31 Avenue M	Grand Prairie, TX		—		300		1,504		89			302		1,591		1,893		418		2004		(l	)
1172-84 113th Street(d)	Grand Prairie, TX		2,321		700		3,509		156			704		3,661		4,365		827		2004		(l	)
1200-16 Avenue H(d)	Arlington, TX		1,885		600		2,846		136			604		2,978		3,582		731		2004		(l	)
1322-66 N. Carrier Parkway(e)	Grand Prairie, TX		—		1,000		5,012		223			1,006		5,229		6,235		1,164		2004		(l	)
2401-2407 Centennial Dr	Arlington, TX		1,951		600		2,534		217			604		2,747		3,351		713		2004		(l	)
3111 West Commerce Street	Dallas, TX		—		1,000		3,364		63			1,011		3,416		4,427		872		2004		(l	)
9150 West Royal Lane	Irving, TX		—		818		3,767		351			820		4,116		4,936		828		2005		(l	)
13800 Senlac Drive	Farmers Ranch, TX		—		823		4,042		12			825		4,052		4,877		1,084		2005		(l	)
801-831 S Great Southwest Pkwy(g)	Grand Prairie, TX		—		2,581		16,556		(1,307	)		2,586		15,244		17,830		3,659		2005		(l	)
801-842 Heinz Way	Grand Prairie, TX		—		599		3,327		293			601		3,618		4,219		814		2005		(l	)
901-937 Heinz Way	Grand Prairie, TX		—		493		2,758		(14	)		481		2,756		3,237		694		2005		(l	)
2900 Avenue E	Arlington, TX		—		296		—		2,139			296		2,139		2,435		325		2005		(l	)
3730 Wheeler Avenue	Fort Smith, AR		—		720		2,800		28			726		2,822		3,548		356		2006		(l	)

S-6


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

3301 Century Circle	Irving, TX		2,589		760		3,856		204			771		4,049		4,820		336		2007		(l	)
First Garland Dist Ctr	Garland, TX		—		1,912		—		14,612			1,947		14,577		16,524		847		2008		(l	)
202-210 N. Great Southwesst Pkwy	Grand Prairie, TX		—		870		2,754		75			892		2,807		3,699		659		2008		(l	)
Denver
4785 Elati	Denver, CO		—		173		981		109			175		1,088		1,263		344		1997		(l	)
4770 Fox Street	Denver, CO		—		132		750		72			134		820		954		245		1997		(l	)
3871 Revere	Denver, CO		1,465		361		2,047		612			368		2,652		3,020		932		1997		(l	)
4570 Ivy Street	Denver, CO		1,045		219		1,239		145			220		1,383		1,603		434		1997		(l	)
5855 Stapleton Drive North	Denver, CO		1,421		288		1,630		262			290		1,890		2,180		611		1997		(l	)
5885 Stapleton Drive North	Denver, CO		1,885		376		2,129		388			380		2,513		2,893		768		1997		(l	)
5977-5995 North Broadway	Denver, CO		—		268		1,518		350			271		1,865		2,136		568		1997		(l	)
2952-5978 North Broadway	Denver, CO		—		414		2,346		795			422		3,133		3,555		925		1997		(l	)
4721 Ironton Street	Denver, CO		—		232		1,313		7			236		1,316		1,552		458		1997		(l	)
East 47th Drive — A	Denver, CO		—		441		2,689		(34	)		441		2,655		3,096		850		1997		(l	)
9500 West 49th Street — A	Wheatridge, CO		—		283		1,625		8			287		1,629		1,916		539		1997		(l	)
9500 West 49th Street — B	Wheatridge, CO		—		225		1,272		108			227		1,378		1,605		438		1997		(l	)
9500 West 49th Street — C	Wheatridge, CO		—		600		3,409		93			601		3,501		4,102		1,116		1997		(l	)
9500 West 49th Street — D	Wheatridge, CO		—		246		1,537		294			247		1,830		2,077		565		1997		(l	)
451-591 East 124th Avenue	Littleton, CO		—		383		2,145		518			383		2,663		3,046		990		1997		(l	)
608 Garrison Street	Lakewood, CO		—		265		1,501		355			269		1,852		2,121		573		1997		(l	)
610 Garrison Street	Lakewood, CO		—		264		1,494		341			268		1,831		2,099		561		1997		(l	)
15000 West 6th Avenue	Golden, CO		—		913		5,174		859			918		6,028		6,946		1,919		1997		(l	)
14998 West 6th Avenue Bldg E	Golden, CO		—		565		3,199		173			570		3,367		3,937		1,029		1997		(l	)
14998 West 6th Avenue Bldg F	Englewood, CO		—		269		1,525		31			273		1,552		1,825		475		1997		(l	)
12503 East Euclid Drive	Denver, CO		—		1,208		6,905		1,165			1,208		8,070		9,278		2,529		1997		(l	)
6547 South Racine Circle	Englewood, CO		2,996		739		4,241		400			739		4,641		5,380		1,495		1997		(l	)
1600 South Abilene	Aurora, CO		—		465		2,633		72			467		2,703		3,170		832		1997		(l	)
1620 South Abilene	Aurora, CO		—		268		1,520		64			270		1,582		1,852		486		1997		(l	)
1640 South Abilene	Aurora, CO		—		368		2,085		108			382		2,179		2,561		669		1997		(l	)
13900 East Florida Ave	Aurora, CO		—		189		1,071		113			190		1,183		1,373		381		1997		(l	)
11701 East 53rd Avenue	Denver, CO		—		416		2,355		193			422		2,542		2,964		836		1997		(l	)
5401 Oswego Street	Denver, CO		—		273		1,547		222			278		1,764		2,042		569		1997		(l	)
14818 West 6th Avenue Bldg A	Golden, CO		—		468		2,799		372			468		3,171		3,639		1,023		1997		(l	)
14828 West 6th Avenue Bldg B	Golden, CO		—		503		2,942		375			503		3,317		3,820		1,120		1997		(l	)
445 Bryant Street	Denver, CO		6,856		1,829		10,219		2,083			1,829		12,302		14,131		3,615		1998		(l	)

S-7


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or		Gross Amount Carried
				(b)				Completion		At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation				Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision		Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

3811 Joliet	Denver, CO		—		735		4,166		448		752		4,597		5,349		1,330		1998		(l	)
12055 E 49th Ave/4955 Peoria	Denver, CO		—		298		1,688		446		305		2,127		2,432		638		1998		(l	)
4940-4950 Paris	Denver, CO		—		152		861		184		156		1,041		1,197		313		1998		(l	)
4970 Paris	Denver, CO		—		95		537		121		97		656		753		188		1998		(l	)
7367 South Revere Parkway	Englewood, CO		3,299		926		5,124		750		934		5,866		6,800		1,765		1998		(l	)
8200 East Park Meadows Drive(d)	Lone Tree, CO		—		1,297		7,348		861		1,304		8,202		9,506		2,019		2000		(l	)
3250 Quentin(d)	Aurora, CO		—		1,220		6,911		669		1,230		7,570		8,800		1,797		2000		(l	)
Highpoint Bus Ctr B	Littleton, CO		—		739		—		3,566		781		3,524		4,305		871		2000		(l	)
1130 W. 124th Ave	Westminster, CO		—		441		—		4,489		441		4,489		4,930		1,697		2000		(l	)
1070 W. 124th Ave	Westminster, CO		—		374		—		3,042		374		3,042		3,416		650		2000		(l	)
1020 W. 124th Ave	Westminster, CO		—		374		—		2,924		374		2,924		3,298		747		2000		(l	)
Jeffco Bus Ctr Phase I	Broomfield, CO		—		312		—		1,403		370		1,345		1,715		289		2001		(l	)
960 W. 124th Ave	Westminster, CO		—		441		—		3,753		441		3,753		4,194		1,075		2001		(l	)
8820 W. 116th Street	Broomfield, CO		—		338		1,918		282		372		2,166		2,538		386		2003		(l	)
8835 W. 116th Street	Broomfield, CO		—		1,151		6,523		1,106		1,304		7,476		8,780		1,361		2003		(l	)
18150 E. 32nd Street	Aurora, CO		2,217		563		3,188		819		572		3,998		4,570		1,183		2004		(l	)
7005 E. 46th Avenue Drive	Denver, CO		1,513		512		2,025		60		517		2,080		2,597		331		2005		(l	)
4001 Salazar Way	Frederick, CO		—		1,271		6,508		26		1,276		6,529		7,805		1,006		2006		(l	)
1690 S. Abilene	Aurora, CO		—		406		2,814		47		411		2,856		3,267		467		2006		(l	)
5909-5915 N. Broadway	Denver, CO		1,047		495		1,268		176		500		1,439		1,939		317		2006		(l	)
555 Corporate Circle	Golden, CO		—		499		2,673		63		559		2,676		3,235		392		2006		(l	)
Detroit
238 Executive Drive	Troy, MI		—		52		173		514		100		639		739		546		1994		(l	)
301 Executive Drive	Troy, MI		—		71		293		657		133		888		1,021		823		1994		(l	)
449 Executive Drive	Troy, MI		—		125		425		944		218		1,276		1,494		1,169		1994		(l	)
501 Executive Drive	Troy, MI		—		71		236		616		129		794		923		546		1994		(l	)
451 Robbins Drive	Troy, MI		—		96		448		861		192		1,213		1,405		1,082		1994		(l	)
1095 Crooks Road	Troy, MI		—		331		1,017		2,238		360		3,226		3,586		1,706		1994		(l	)
1416 Meijer Drive	Troy, MI		—		94		394		520		121		887		1,008		684		1994		(l	)
1624 Meijer Drive	Troy, MI		—		236		1,406		940		373		2,209		2,582		1,660		1994		(l	)
1972 Meijer Drive	Troy, MI		—		315		1,301		738		372		1,982		2,354		1,400		1994		(l	)
1621 Northwood Drive	Troy, MI		—		85		351		1,014		215		1,235		1,450		1,134		1994		(l	)
1707 Northwood Drive	Troy, MI		—		95		262		1,383		239		1,501		1,740		1,117		1994		(l	)
1788 Northwood Drive	Troy, MI		—		50		196		507		103		650		753		574		1994		(l	)
1821 Northwood Drive	Troy, MI		—		132		523		744		220		1,179		1,399		1,149		1994		(l	)

S-8


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or		Gross Amount Carried
				(b)				Completion		At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation				Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision		Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

1826 Northwood Drive	Troy, MI		—		55		208		472		103		632		735		541		1994		(l	)
1864 Northwood Drive	Troy, MI		—		57		190		489		107		629		736		560		1994		(l	)
2277 Elliott Avenue	Troy, MI		—		48		188		536		104		668		772		567		1994		(l	)
2451 Elliott Avenue	Troy, MI		—		78		319		766		164		999		1,163		912		1994		(l	)
2730 Research Drive	Rochester Hills, MI		—		903		4,215		1,402		903		5,617		6,520		3,446		1994		(l	)
2791 Research Drive	Rochester Hills, MI		—		557		2,731		719		560		3,447		4,007		2,106		1994		(l	)
2871 Research Drive	Rochester Hills, MI		—		324		1,487		824		327		2,308		2,635		1,344		1994		(l	)
3011 Research Drive	Rochester Hills, MI		—		457		2,104		376		457		2,480		2,937		1,671		1994		(l	)
2870 Technology Drive	Rochester Hills, MI		—		275		1,262		280		279		1,538		1,817		1,028		1994		(l	)
2900 Technology Drive	Rochester Hills, MI		—		214		977		536		219		1,508		1,727		935		1994		(l	)
2930 Technology Drive	Rochester Hills, MI		—		131		594		379		138		966		1,104		545		1994		(l	)
2950 Technology Drive	Rochester Hills, MI		—		178		819		374		185		1,186		1,371		706		1994		(l	)
23014 Commerce Drive	Farmington Hills, MI		—		39		203		216		56		402		458		260		1994		(l	)
23028 Commerce Drive	Farmington Hills, MI		—		98		507		278		125		758		883		550		1994		(l	)
23035 Commerce Drive	Farmington Hills, MI		—		71		355		247		93		580		673		419		1994		(l	)
23042 Commerce Drive	Farmintgon Hills, MI		—		67		277		273		89		528		617		397		1994		(l	)
23065 Commerce Drive	Farmington Hills, MI		—		71		408		207		93		593		686		425		1994		(l	)
23070 Commerce Drive	Farmington Hills, MI		—		112		442		346		125		775		900		573		1994		(l	)
23079 Commerce Drive	Farmington Hills, MI		—		68		301		289		79		579		658		373		1994		(l	)
23093 Commerce Drive	Farmington Hills, MI		—		211		1,024		844		295		1,784		2,079		1,375		1994		(l	)
23135 Commerce Drive	Farmington Hills, MI		—		146		701		377		158		1,066		1,224		653		1994		(l	)
23163 Commerce Drive	Farmington Hills, MI		—		111		513		341		138		827		965		547		1994		(l	)
23177 Commerce Drive	Farmington Hills, MI		—		175		1,007		593		254		1,521		1,775		1,034		1994		(l	)
23206 Commerce Drive	Farmington Hills, MI		—		125		531		307		137		826		963		572		1994		(l	)
23370 Commerce Drive	Farmington Hills, MI		—		59		233		175		66		401		467		333		1994		(l	)
32450 N Avis Drive	Madison Heights, MI		—		281		1,590		193		286		1,778		2,064		604		1996		(l	)
12707 Eckles Road	Plymouth Township, MI		—		255		1,445		237		267		1,670		1,937		529		1996		(l	)
9300-9328 Harrison Rd	Romulus, MI		—		147		834		395		154		1,222		1,376		358		1996		(l	)
9330-9358 Harrison Rd	Romulus, MI		—		81		456		280		85		732		817		246		1996		(l	)
28420-28448 Highland Rd	Romulus, MI		—		143		809		113		149		916		1,065		292		1996		(l	)
28450-28478 Highland Rd	Romulus, MI		—		81		461		500		85		957		1,042		233		1996		(l	)
28421-28449 Highland Rd	Romulus, MI		—		109		617		385		114		997		1,111		305		1996		(l	)
28451-28479 Highland Rd	Romulus, MI		—		107		608		335		112		938		1,050		314		1996		(l	)
28825-28909 Highland Rd	Romulus, MI		—		70		395		306		73		698		771		235		1996		(l	)
28933-29017 Highland Rd	Romulus, MI		—		112		634		286		117		915		1,032		298		1996		(l	)

S-9


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or		Gross Amount Carried
				(b)				Completion		At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation				Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision		Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

28824-28908 Highland Rd	Romulus, MI		—		134		760		220		140		974		1,114		321		1996		(l	)
28932-29016 Highland Rd	Romulus, MI		—		123		694		315		128		1,004		1,132		341		1996		(l	)
9710-9734 Harrison Rd	Romulus, MI		—		125		706		172		130		873		1,003		260		1996		(l	)
9740-9772 Harrison Rd	Romulus, MI		—		132		749		219		138		962		1,100		288		1996		(l	)
9840-9868 Harrison Rd	Romulus, MI		—		144		815		169		151		977		1,128		337		1996		(l	)
9800-9824 Harrison Rd	Romulus, MI		—		117		664		165		123		823		946		281		1996		(l	)
29265-29285 Airport Dr	Romulus, MI		—		140		794		226		147		1,013		1,160		333		1996		(l	)
29185-29225 Airport Dr	Romulus, MI		—		140		792		323		146		1,109		1,255		366		1996		(l	)
29149-29165 Airport Dr	Romulus, MI		—		216		1,225		265		226		1,480		1,706		500		1996		(l	)
29101-29115 Airport Dr	Romulus, MI		—		130		738		272		136		1,004		1,140		341		1996		(l	)
29031-29045 Airport Dr	Romulus, MI		—		124		704		166		130		864		994		301		1996		(l	)
29050-29062 Airport Dr	Romulus, MI		—		127		718		153		133		865		998		287		1996		(l	)
29120-29134 Airport Dr	Romulus, MI		—		161		912		296		169		1,200		1,369		410		1996		(l	)
29200-29214 Airport Dr	Romulus, MI		—		170		963		297		178		1,252		1,430		426		1996		(l	)
9301-9339 Middlebelt Rd	Romulus, MI		—		124		703		239		130		936		1,066		327		1996		(l	)
26980 Trolley Industrial Drive	Taylor, MI		—		450		2,550		926		463		3,463		3,926		1,155		1997		(l	)
32975 Capitol Avenue	Livonia, MI		—		135		748		332		144		1,071		1,215		382		1998		(l	)
2725 S. Industrial Highway	Ann Arbor, MI		—		660		3,654		497		704		4,107		4,811		1,212		1998		(l	)
32920 Capitol Avenue	Livonia, MI		—		76		422		103		82		519		601		148		1998		(l	)
11923 Brookfield Avenue	Livonia, MI		—		120		665		278		128		935		1,063		326		1998		(l	)
11965 Brookfield Avenue	Livonia, MI		—		120		665		67		128		724		852		210		1998		(l	)
13405 Stark Road	Livonia, MI		—		46		254		85		49		336		385		89		1998		(l	)
1170 Chicago Road	Troy, MI		—		249		1,380		255		266		1,618		1,884		464		1998		(l	)
1200 Chicago Road	Troy, MI		—		268		1,483		284		286		1,749		2,035		494		1998		(l	)
450 Robbins Drive	Troy, MI		—		166		920		260		178		1,168		1,346		340		1998		(l	)
1230 Chicago Road	Troy, MI		—		271		1,498		156		289		1,636		1,925		474		1998		(l	)
12886 Westmore Avenue	Livonia, MI		—		190		1,050		194		202		1,232		1,434		355		1998		(l	)
12898 Westmore Avenue	Livonia, MI		—		190		1,050		244		202		1,282		1,484		348		1998		(l	)
33025 Industrial Road	Livonia, MI		—		80		442		108		85		545		630		153		1998		(l	)
47711 Clipper Street	Plymouth Township, MI		—		539		2,983		265		575		3,212		3,787		932		1998		(l	)
32975 Industrial Road	Livonia, MI		—		160		887		196		171		1,072		1,243		311		1998		(l	)
32985 Industrial Road	Livonia, MI		—		137		761		154		147		905		1,052		271		1998		(l	)
32995 Industrial Road	Livonia, MI		—		160		887		187		171		1,063		1,234		302		1998		(l	)
12874 Westmore Avenue	Livonia, MI		—		137		761		206		147		957		1,104		314		1998		(l	)
33067 Industrial Road	Livonia, MI		—		160		887		324		171		1,200		1,371		395		1998		(l	)

S-10


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/			Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed			Lives (Years)
		(Dollars in thousands)

1775 Bellingham	Troy, MI		—		344		1,902		365			367		2,244		2,611		618		1998			(l	)
1785 East Maple	Troy, MI		—		92		507		162			98		663		761		172		1998			(l	)
1807 East Maple	Troy, MI		—		321		1,775		375			342		2,129		2,471		593		1998			(l	)
980 Chicago	Troy, MI		—		206		1,141		176			220		1,303		1,523		363		1998			(l	)
1840 Enterprise Drive	Rochester Hills, MI		—		573		3,170		323			611		3,455		4,066		994		1998			(l	)
1885 Enterprise Drive	Rochester Hills, MI		—		209		1,158		146			223		1,290		1,513		375		1998			(l	)
1935-55 Enterprise Drive	Rochester Hills, MI		—		1,285		7,144		664			1,371		7,722		9,093		2,253		1998			(l	)
5500 Enterprise Court	Warren, MI		—		675		3,737		636			721		4,327		5,048		1,308		1998			(l	)
750 Chicago Road	Troy, MI		—		323		1,790		483			345		2,251		2,596		651		1998			(l	)
800 Chicago Road	Troy, MI		—		283		1,567		351			302		1,899		2,201		530		1998			(l	)
850 Chicago Road	Troy, MI		—		183		1,016		261			196		1,264		1,460		367		1998			(l	)
2805 S. Industrial Highway	Ann Arbor, MI		—		318		1,762		689			340		2,429		2,769		720		1998			(l	)
6833 Center Drive	Sterling Heights, MI		—		467		2,583		218			493		2,775		3,268		826		1998			(l	)
32201 North Avis Drive	Madison Heights, MI		—		345		1,911		232			349		2,139		2,488		629		1998			(l	)
1100 East Mandoline Road	Madison Heights, MI		—		888		4,915		1,686			897		6,592		7,489		1,753		1998			(l	)
30081 Stephenson Highway	Madison Heights, MI		—		271		1,499		353			274		1,849		2,123		544		1998			(l	)
1120 John A. Papalas Drive(e)	Lincoln Park, MI		—		366		3,241		1,351			469		4,489		4,958		1,296		1998			(l	)
4872 S. Lapeer Road	Lake Orion Twsp, MI		—		1,342		5,441		792			1,412		6,163		7,575		1,882		1999			(l	)
1400 Allen Drive	Troy, MI		—		209		1,154		338			212		1,489		1,701		399		2000	��		(l	)
1408 Allen Drive	Troy, MI		—		151		834		133			153		965		1,118		226		2000			(l	)
1305 Stephenson Hwy	Troy, MI		—		345		1,907		255			350		2,157		2,507		471		2000			(l	)
32505 Industrial Drive	Madison Heights, MI		—		345		1,910		695			351		2,599		2,950		817		2000			(l	)
1799-1813 Northfield Drive(d)	Rochester Hills, MI		—		481		2,665		282			490		2,938		3,428		672		2000			(l	)
28435 Automation Blvd	Wixom, MI		—		621		—		3,810			628		3,803		4,431		577		2004			(l	)
32200 N Avis Drive	Madison Heights, MI		—		503		3,367		1,370			503		4,737		5,240		563		2005			(l	)
100 Kay Industrial Drive	Rion Township, MI		—		677		2,018		404			685		2,414		3,099		840		2005			(l	)
1849 West Maple Road	Troy, MI		—		1,688		2,790		(99	)		1,700		2,679		4,379		402		2005			(l	)
35000 Capitol Avenue	Livonia, MI		—		258		1,032		324			260		1,354		1,614		134		2005			(l	)
32650 Capitol Avenue	Livonia, MI		—		282		1,128		55			284		1,181		1,465		148		2005			(l	)
11800 Sears Drive	Livonia, MI		—		693		1,507		2,053			703		3,550		4,253		755		2005			(l	)
1099 Chicago Road	Troy, MI		—		1,277		1,332		183			1,316		1,476		2,792		530		2005			(l	)
42555 Merrill Road	Sterling Heights, MI		—		1,080		2,300		3,702			1,090		5,992		7,082		1,032		2006			(l	)
2441 N. Opdyke Road	Auburn Hills, MI		—		530		737		16			538		745		1,283		212		2006			(l	)
200 Northpointe Drive	Orion Township, MI		—		723		2,063		36			734		2,088		2,822		348		2006			(l	)

S-11


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation			Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009			Constructed		Lives (Years)
		(Dollars in thousands)

Houston
2102-2314 Edwards Street	Houston, TX		—		348		1,973		1,547			382		3,486		3,868		1,017			1997		(l	)
3351 Rauch St	Houston, TX		—		272		1,541		267			278		1,802		2,080		523			1997		(l	)
3851 Yale St	Houston, TX		—		413		2,343		584			425		2,915		3,340		1,003			1997		(l	)
3337-3347 Rauch Street	Houston, TX		943		227		1,287		220			233		1,501		1,734		443			1997		(l	)
8505 N Loop East	Houston, TX		1,724		439		2,489		626			449		3,105		3,554		885			1997		(l	)
4749-4799 Eastpark Dr	Houston, TX		2,459		594		3,368		1,107			611		4,458		5,069		1,295			1997		(l	)
4851 Homestead Road	Houston, TX		—		491		2,782		899			504		3,668		4,172		1,083			1997		(l	)
3365-3385 Rauch Street	Houston, TX		—		284		1,611		398			290		2,003		2,293		596			1997		(l	)
5050 Campbell Road	Houston, TX		1,685		461		2,610		401			470		3,002		3,472		899			1997		(l	)
4300 Pine Timbers	Houston, TX		—		489		2,769		666			499		3,425		3,924		1,031			1997		(l	)
2500-2530 Fairway Park Drive	Houston, TX		3,174		766		4,342		1,434			792		5,750		6,542		1,595			1997		(l	)
6550 Longpointe	Houston, TX		1,393		362		2,050		458			370		2,500		2,870		731			1997		(l	)
1815 Turning Basin Dr	Houston, TX		1,885		487		2,761		637			531		3,354		3,885		988			1997		(l	)
1819 Turning Basin Dr	Houston, TX		—		231		1,308		489			251		1,777		2,028		585			1997		(l	)
1805 Turning Basin Drive	Houston, TX		2,201		564		3,197		775			616		3,920		4,536		1,160			1997		(l	)
9835A Genard Road	Houston, TX		—		1,505		8,333		3,100			1,581		11,357		12,938		2,548			1999		(l	)
9835B Genard Road	Houston, TX		—		245		1,357		646			256		1,992		2,248		485			1999		(l	)
11505 State Highway 225	LaPorte City, TX		4,769		940		4,675		615			940		5,290		6,230		910			2005		(l	)
1500 E. Main Street	Houston, TX		—		201		1,328		24			204		1,349		1,553		432			2005		(l	)
700 Industrial Blvd	Sugar Land, TX		—		608		3,679		341			617		4,011		4,628		444			2007		(l	)
7230-7238 Wynnwood	Houston, TX		—		254		764		79			259		838		1,097		159			2007		(l	)
7240-7248 Wynnwood	Houston, TX		—		271		726		77			276		798		1,074		150			2007		(l	)
7250-7260 Wynnwood	Houston, TX		—		200		481		35			203		513		716		86			2007		(l	)
6400 Long Point	Houston, TX		802		188		898		(6	)		188		892		1,080		159			2007		(l	)
12705 S. Kirkwood, Ste100-150	Stafford, TX		—		154		626		20			155		645		800		103			2007		(l	)
12705 S. Kirkwood, Ste200-220	Stafford, TX		—		404		1,698		109			413		1,798		2,211		288			2007		(l	)
8850 Jameel	Houston, TX		—		171		826		70			171		896		1,067		164			2007		(l	)
8800 Jameel	Houston, TX		—		163		798		—			163		798		961		113	��		2007		(l	)
8700 Jameel	Houston, TX		—		170		1,020		190			170		1,210		1,380		161			2007		(l	)
8600 Jameel	Houston, TX		—		163		818		(30	)		163		788		951		105			2007		(l	)
Indianapolis
1445 Brookville Way	Indianapolis, IN		—		459		2,603		693			476		3,279		3,755		1,101			1996		(l	)
1440 Brookville Way	Indianapolis, IN		—		665		3,770		1,091			685		4,841		5,526		1,898			1996		(l	)
1240 Brookville Way	Indianapolis, IN		—		247		1,402		346			258		1,737		1,995		616			1996		(l	)

S-12


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

1345 Brookville Way	Indianapolis, IN		—		586		3,321		808			601		4,114		4,715		1,443		1996		(l	)
1350 Brookville Way	Indianapolis, IN		—		205		1,161		308			212		1,462		1,674		482		1996		(l	)
1341 Sadlier Circle E Dr	Indianapolis, IN		—		131		743		197			136		935		1,071		313		1996		(l	)
1322-1438 Sadlier Circle E Dr	Indianapolis, IN		—		145		822		188			152		1,003		1,155		328		1996		(l	)
1327-1441 Sadlier Circle E Dr	Indianapolis, IN		—		218		1,234		383			225		1,610		1,835		595		1996		(l	)
1304 Sadlier Circle E Dr	Indianapolis, IN		—		71		405		181			75		582		657		169		1996		(l	)
1402 Sadlier Circle E Dr	Indianapolis, IN		—		165		934		349			171		1,277		1,448		485		1996		(l	)
1504 Sadlier Circle E Dr	Indianapolis, IN		—		219		1,238		391			226		1,622		1,848		519		1996		(l	)
1311 Sadlier Circle E Dr	Indianapolis, IN		—		54		304		109			57		410		467		151		1996		(l	)
1365 Sadlier Circle E Dr	Indianapolis, IN		—		121		688		295			126		978		1,104		357		1996		(l	)
1352-1354 Sadlier Circle E Dr	Indianapolis, IN		—		178		1,008		348			184		1,350		1,534		488		1996		(l	)
1335 Sadlier Circle E Dr	Indianapolis, IN		—		81		460		326			85		782		867		295		1996		(l	)
1327 Sadlier Circle E Dr	Indianapolis, IN		—		52		295		51			55		343		398		116		1996		(l	)
1425 Sadlier Circle E Dr	Indianapolis, IN		—		21		117		39			23		154		177		53		1996		(l	)
6951 E 30th St	Indianapolis, IN		—		256		1,449		222			265		1,662		1,927		574		1996		(l	)
6701 E 30th St	Indianapolis, IN		—		78		443		59			82		498		580		167		1996		(l	)
6737 E 30th St	Indianapolis, IN		—		385		2,181		307			398		2,475		2,873		921		1996		(l	)
6555 E 30th St	Indianapolis, IN		3,611		484		4,760		1,521			484		6,281		6,765		2,286		1996		(l	)
8402-8440 E 33rd St	Indianapolis, IN		—		222		1,260		542			230		1,794		2,024		595		1996		(l	)
8520-8630 E 33rd St	Indianapolis, IN		—		326		1,848		595			336		2,433		2,769		832		1996		(l	)
8710-8768 E 33rd St	Indianapolis, IN		—		175		993		506			187		1,487		1,674		471		1996		(l	)
3316-3346 N. Pagosa Court	Indianapolis, IN		1,430		325		1,842		512			335		2,344		2,679		924		1996		(l	)
7901 West 21st St.	Indianapolis, IN		—		1,048		6,027		248			1,048		6,275		7,323		1,959		1997		(l	)
1225 Brookville Way	Indianapolis, IN		—		60		—		461			68		453		521		153		1997		(l	)
6751 E 30th St	Indianapolis, IN		—		728		2,837		271			741		3,095		3,836		934		1997		(l	)
9210 E. 146th Street	Noblesville, IN		—		66		684		818			66		1,502		1,568		751		1998		(l	)
5705-97 Park Plaza Ct	Indianapolis, IN		2,236		600		2,194		409			609		2,594		3,203		554		2003		(l	)
9319-9341 Castlegate Drive	Indianapolis, IN		—		530		1,235		1,083			544		2,304		2,848		698		2003		(l	)
1133 Northwest L Street	Richmond, IN		1,254		201		1,358		(90	)		208		1,261		1,469		432		2006		(l	)
14425 Bergen Blvd	Noblesville, IN		—		647		—		3,861			743		3,765		4,508		310		2007		(l	)
Inland Empire
3411 N. Perris Boulevard	Riverside, CA		—		8,125		7,150		99			8,560		6,814		15,374		1,423		2007		(l	)
100 West Sinclair	Riverside, CA		—		6,042		4,298		(5,789	)		2,245		2,306		4,551		754		2007		(l	)
14050 Day Street	Moreno Valley, CA		—		2,538		2,538		288			2,565		2,798		5,363		222		2008		(l	)
12925 Marlay Avenue	Fontana, CA		—		6,072		7,891		(28	)		6,090		7,845		13,935		771		2008		(l	)

S-13


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or		Gross Amount Carried
				(b)				Completion		At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation				Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision		Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

Los Angeles
1944 Vista Bella Way	Rancho Domingue, CA		3,444		1,746		3,148		584		1,822		3,656		5,478		729		2005		(l	)
2000 Vista Bella Way	Rancho Domingue, CA		1,397		817		1,673		295		853		1,932		2,785		382		2005		(l	)
2835 East Ana Street	Rancho Domingue, CA		3,015		1,682		2,750		141		1,772		2,801		4,573		708		2005		(l	)
665 N. Baldwin Park Blvd.	City of Industry, CA		4,575		2,124		5,219		1,662		2,143		6,862		9,005		873		2006		(l	)
27801 Avenue Scott	Santa Clarita, CA		—		2,890		7,020		580		2,902		7,588		10,490		927		2006		(l	)
2610&2660 Columbia St	Torrance, CA		4,749		3,008		5,826		344		3,031		6,147		9,178		717		2006		(l	)
433 Alaska Avenue	Torrance, CA		—		681		168		5		684		170		854		78		2006		(l	)
4020 S. Compton Ave	Los Angeles, CA		—		3,800		7,330		71		3,825		7,376		11,201		760		2006		(l	)
21730-21748 Marilla St.	Chatsworth, CA		3,129		2,585		3,210		149		2,608		3,336		5,944		415		2007		(l	)
8015 Paramount	Pico Rivera, CA		—		3,616		3,902		61		3,657		3,922		7,579		495		2007		(l	)
3365 E. Slauson	Vernon, CA		—		2,367		3,243		40		2,396		3,254		5,650		433		2007		(l	)
3015 East Ana	Rancho Domingue, CA		—		19,678		9,321		7,451		20,144		16,306		36,450		1,522		2007		(l	)
19067 Reyes Ave	Rancho Domingue, CA		—		9,281		3,920		119		9,381		3,939		13,320		602		2007		(l	)
1250 Rancho Conejo Blvd.	Thousand Oaks, CA		—		1,435		779		36		1,441		809		2,250		111		2007		(l	)
1260 Rancho Conejo Blvd.	Thousand Oaks, CA		—		1,353		722		227		1,359		943		2,302		102		2007		(l	)
1270 Rancho Conejo Blvd.	Thousand Oaks, CA		—		1,224		716		21		1,229		732		1,961		116		2007		(l	)
1280 Rancho Conejo Blvd.	Thousand Oaks, CA		3,213		2,043		3,408		40		2,051		3,440		5,491		397		2007		(l	)
1290 Rancho Conejo Blvd	Thousand Oaks, CA		2,769		1,754		2,949		35		1,761		2,977		4,738		346		2007		(l	)
18201-18291 Santa Fe	Rancho Domingue, CA		—		6,720		—		8,946		6,897		8,769		15,666		451		2008		(l	)
1011 Rancho Conejo	Thousand Oaks, CA		6,249		7,717		2,518		46		7,752		2,528		10,280		447		2008		(l	)
2300 Corporate Center Drive	Thousand Oaks, CA		—		6,506		4,885		51		6,541		4,901		11,442		624		2008		(l	)
19021 S. Reyes Ave	Rancho Domingue, CA		—		8,183		7,501		549		8,545		7,688		16,233		310		2008		(l	)
Miami
4700 NW 15th Ave	Ft. Lauderdale, FL		—		908		1,883		155		912		2,034		2,946		234		2007		(l	)
4710 NW 15th Ave	Ft. Lauderdale, FL		—		830		2,722		194		834		2,912		3,746		296		2007		(l	)
4720 NW 15th Ave	Ft. Lauderdale, FL		—		937		2,455		105		942		2,555		3,497		262		2007		(l	)
4740 NW 15th Ave	Ft. Lauderdale, FL		—		1,107		3,111		209		1,112		3,315		4,427		328		2007		(l	)
4750 NW 15th Ave	Ft. Lauderdale, FL		—		947		3,079		521		951		3,596		4,547		346		2007		(l	)
4800 NW 15th Ave	Ft. Lauderdale, FL		—		1,092		3,308		367		1,097		3,670		4,767		542		2007		(l	)
Medley Industrial Center	Medley, FL		—		857		3,428		2,826		864		6,247		7,111		383		2007		(l	)
Pan American Business Park	Medley, FL		—		2,521		—		7,105		2,588		7,038		9,626		—		2008		(l	)
Milwaukee
6523 N Sydney Place	Glendale, WI		—		172		976		356		176		1,328		1,504		482		1995		(l	)
5355 South Westridge Drive	New Berlin, WI		5,674		1,630		7,058		46		1,646		7,088		8,734		1,197		2004		(l	)

S-14


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

320-334 W. Vogel Avenue	Milwaukee, WI		—		506		3,199		46			508		3,243		3,751		938		2005		(l	)
4950 South 6th Avenue	Milwaukee, WI		—		299		1,565		47			301		1,610		1,911		556		2005		(l	)
1711 Paramount Court	Waukesha, WI		1,327		308		1,762		41			311		1,800		2,111		317		2005		(l	)
W140 N9059 Lilly Road	Menomonee Falls, WI		—		343		1,153		248			366		1,378		1,744		383		2005		(l	)
200 W. Vogel Avenue-Bldg B	Milwaukee, WI		—		301		2,150		—			302		2,149		2,451		537		2005		(l	)
4921 S. 2nd Street	Milwaukee, WI		—		101		713		15			101		728		829		182		2005		(l	)
1500 Peebles Drive	Richland Center, WI		—		1,577		1,018		(211	)		1,603		781		2,384		620		2005		(l	)
16600 West Glendale Ave	New Berlin, WI		—		704		1,923		436			715		2,348		3,063		658		2006		(l	)
2905 S. 160th Street	New Berlin, WI		—		261		672		153			265		821		1,086		157		2007		(l	)
2855 S. 160th Street	New Berlin, WI		—		221		628		128			225		752		977		163		2007		(l	)
2485 Commerce Drive	New Berlin, WI		—		483		1,516		216			491		1,724		2,215		267		2007		(l	)
14518 Whittaker Way	Menomonee Falls, WI		—		437		1,082		83			445		1,157		1,602		254		2007		(l	)
Rust-Oleum BTS	Kenosha, WI		14,561		4,100		—		18,448			3,212		19,336		22,548		556		2008		(l	)
Menomonee Falls-Barry Land	Menomonee Falls, WI		11,349		1,188		—		14,076			1,204		14,060		15,264		335		2008		(l	)
Minneapolis/St. Paul
6201 West 111th Street	Bloomington, MN		4,700		1,358		8,622		5,013			1,499		13,494		14,993		7,867		1994		(l	)
7251-7267 Washington Avenue	Edina, MN		—		129		382		624			182		953		1,135		736		1994		(l	)
7301-7325 Washington Avenue	Edina, MN		—		174		391		(55	)		193		317		510		79		1994		(l	)
7101 Winnetka Avenue North	Brooklyn Park, MN		5,955		2,195		6,084		3,996			2,228		10,047		12,275		5,913		1994		(l	)
9901 West 74th Street	Eden Prairie, MN		3,484		621		3,289		3,271			639		6,542		7,181		4,371		1994		(l	)
1030 Lone Oak Road	Eagan, MN		2,326		456		2,703		541			456		3,244		3,700		1,168		1994		(l	)
1060 Lone Oak Road	Eagan, MN		3,118		624		3,700		635			624		4,335		4,959		1,747		1994		(l	)
5400 Nathan Lane	Plymouth, MN		2,981		749		4,461		935			757		5,388		6,145		1,983		1994		(l	)
10120 W 76th Street	Eden Prairie, MN		—		315		1,804		1,404			315		3,208		3,523		845		1995		(l	)
12155 Nicollet Ave	Burnsville, MN		—		286		—		1,731			288		1,729		2,017		619		1995		(l	)
4100 Peavey Road	Chaska, MN		—		277		2,261		843			277		3,104		3,381		1,047		1996		(l	)
5205 Highway 169	Plymouth, MN		—		446		2,525		988			740		3,219		3,959		1,059		1996		(l	)
7100-7198 Shady Oak Road	Eden Prairie, MN		—		715		4,054		1,209			736		5,242		5,978		1,628		1996		(l	)
7500-7546 Washington Square	Eden Prairie, MN		—		229		1,300		830			235		2,124		2,359		613		1996		(l	)
7550-7558 Washington Square	Eden Prairie, MN		—		153		867		203			157		1,066		1,223		325		1996		(l	)
5240-5300 Valley Industrial Blvd S	Shakopee, MN		—		362		2,049		801			371		2,841		3,212		1,015		1996		(l	)
500-530 Kasota Avenue SE	Minneapolis, MN		—		415		2,354		775			434		3,110		3,544		935		1998		(l	)
2530-2570 Kasota Avenue	St. Paul, MN		—		407		2,308		972			467		3,220		3,687		975		1998		(l	)
5775 12th Avenue	Shakopee, MN		4,034		590		—		5,827			590		5,827		6,417		1,389		1998		(l	)
1157 Valley Park Drive	Shakopee, MN		4,487		760		—		6,377			888		6,249		7,137		1,627		1999		(l	)

S-15


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

9600 West 76th Street	Eden Prairie, MN		—		1,000		2,450		48			1,034		2,464		3,498		464		2004		(l	)
9700 West 76th Street	Eden Prairie, MN		—		1,000		2,709		170			1,038		2,841		3,879		532		2004		(l	)
7600 69th Avenue	Greenfield, MN		—		1,500		8,328		1,808			1,510		10,126		11,636		2,041		2004		(l	)
5017 Boone Avenue North	New Hope, MN		1,676		1,000		1,599		(57	)		1,009		1,533		2,542		400		2005		(l	)
2300 West Highway 13	Burnsville, MN		—		2,517		6,069		(499	)		2,524		5,563		8,087		1,936		2005		(l	)
1087 Park Place	Shakopee, MN		—		1,195		4,891		(114	)		1,198		4,774		5,972		968		2005		(l	)
5391 12th Avenue SE	Shakopee, MN		4,995		1,392		8,149		(10	)		1,395		8,136		9,531		1,405		2005		(l	)
4701 Valley Industrial Blvd S	Shakopee, MN		—		1,296		7,157		(99	)		1,299		7,055		8,354		1,598		2005		(l	)
316 Lake Hazeltine Drive	Chaska, MN		—		714		944		84			729		1,013		1,742		317		2006		(l	)
1225 Highway 169 North	Plymouth, MN		—		1,190		1,979		391			1,207		2,353		3,560		508		2006		(l	)
7102 Winnetka Avene North	Brooklyn Park, MN		4,524		1,275		—		6,849			1,343		6,781		8,124		628		2007		(l	)
9200 10th Avenue	Golden Valley, MN		—		892		2,306		102			902		2,398		3,300		467		2007		(l	)
139 Eva Street	St. Paul, MN		—		2,132		3,105		90			2,175		3,152		5,327		201		2008		(l	)
Nashville
3099 Barry Drive	Portland, TN		—		418		2,368		162			421		2,527		2,948		836		1996		(l	)
3150 Barry Drive	Portland, TN		—		941		5,333		5,954			981		11,247		12,228		2,096		1996		(l	)
5599 Highway 31 West	Portland, TN		—		564		3,196		288			571		3,477		4,048		1,104		1996		(l	)
1650 Elm Hill Pike	Nashville, TN		—		329		1,867		349			332		2,213		2,545		698		1997		(l	)
1931 Air Lane Drive	Nashville, TN		—		489		2,785		276			493		3,057		3,550		940		1997		(l	)
4640 Cummings Park	Nashville, TN		—		360		2,040		375			365		2,410		2,775		587		1999		(l	)
1740 River Hills Drive	Nashville, TN		3,223		848		4,383		1,161			888		5,504		6,392		1,812		2005		(l	)
211 Ellery Court	Nashville, TN		2,884		606		3,192		488			616		3,670		4,286		586		2007		(l	)
Rockdale BTS	Gallatin, TN		—		1,778		—		24,216			1,778		24,216		25,994		584		2008		(l	)
Northern New Jersey
14 World’s Fair Drive	Franklin, NJ		—		483		2,735		574			503		3,289		3,792		1,091		1997		(l	)
12 World’s Fair Drive	Franklin, NJ		—		572		3,240		554			593		3,773		4,366		1,153		1997		(l	)
22 World’s Fair Drive	Franklin, NJ		—		364		2,064		614			375		2,667		3,042		855		1997		(l	)
26 World’s Fair Drive	Franklin, NJ		—		361		2,048		423			377		2,455		2,832		778		1997		(l	)
24 World’s Fair Drive	Franklin, NJ		—		347		1,968		519			362		2,472		2,834		873		1997		(l	)
20 World’s Fair Drive Lot 13	Sumerset, NJ		—		9		—		2,544			691		1,862		2,553		446		1999		(l	)
45 Route 46	Pine Brook, NJ		—		969		5,491		948			978		6,430		7,408		1,619		2000		(l	)
43 Route 46	Pine Brook, NJ		—		474		2,686		273			479		2,954		3,433		662		2000		(l	)
39 Route 46	Pine Brook, NJ		—		260		1,471		198			262		1,667		1,929		394		2000		(l	)
26 Chapin Road	Pine Brook, NJ		—		956		5,415		759			965		6,165		7,130		1,467		2000		(l	)
30 Chapin Road	Pine Brook, NJ		—		960		5,440		778			969		6,209		7,178		1,605		2000		(l	)

S-16


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or		Gross Amount Carried
				(b)				Completion		At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation				Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision		Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

20 Hook Mountain Road	Pine Brook, NJ		—		1,507		8,542		2,892		1,534		11,407		12,941		2,597		2000		(l	)
30 Hook Mountain Road	Pine Brook, NJ		—		389		2,206		377		396		2,576		2,972		654		2000		(l	)
55 Route 46	Pine Brook, NJ		—		396		2,244		157		403		2,394		2,797		575		2000		(l	)
16 Chapin Rod	Pine Brook, NJ		3,804		885		5,015		412		901		5,411		6,312		1,229		2000		(l	)
20 Chapin Road	Pine Brook, NJ		4,861		1,134		6,426		506		1,154		6,912		8,066		1,688		2000		(l	)
Sayreville Lot 4	Sayreville, NJ		3,632		944		—		4,630		944		4,630		5,574		867		2002		(l	)
Sayreville Lot 3	Sayreville, NJ		—		996		—		5,337		996		5,337		6,333		741		2003		(l	)
309-319 Pierce Street	Somerset, NJ		3,891		1,300		4,628		1,069		1,309		5,688		6,997		1,160		2004		(l	)
Philadelphia
3240 S. 78th Street	Philadelphia, PA		—		515		1,245		71		540		1,291		1,831		260		2005		(l	)
2455 Boulevard of Generals	Norristown, PA		3,556		1,200		4,800		1,088		1,226		5,862		7,088		571		2008		(l	)
Phoenix
1045 South Edward Drive	Tempe, AZ		—		390		2,160		164		396		2,318		2,714		586		1999		(l	)
50 South 56th Street	Chandler, AZ		—		1,206		3,218		98		1,207		3,315		4,522		590		2004		(l	)
4701 W. Jefferson	Phoenix, AZ		—		926		2,195		443		929		2,635		3,564		685		2005		(l	)
7102 W. Roosevelt	Phoenix, AZ		—		1,613		6,451		1,028		1,620		7,472		9,092		1,229		2006		(l	)
4137 West Adams Street	Phoenix, AZ		—		990		2,661		146		1,033		2,764		3,797		385		2006		(l	)
245 W. Lodge	Tempe, AZ		—		898		3,066		78		914		3,128		4,042		281		2007		(l	)
1590 E Riverview Dr.	Phoenix, AZ		—		1,293		5,950		69		1,292		6,020		7,312		392		2008		(l	)
14131 N. Rio Vista Dr.	Peoria, AZ		—		2,563		9,388		676		2,563		10,064		12,627		722		2008		(l	)
8716 W. Ludlow Drive	Peoria, AZ		—		2,709		10,970		160		2,709		11,130		13,839		654		2008		(l	)
3815 W. Washington St.	Phoenix, AZ		4,199		1,675		4,514		146		1,719		4,616		6,335		231		2008		(l	)
690 91st Avenue	Tolleson, AZ		—		1,904		6,805		2,101		1,923		8,887		10,810		549		2008		(l	)
Salt Lake City
512 Lawndale Drive(i)	Salt Lake City, UT		—		2,705		15,749		2,746		2,705		18,495		21,200		5,610		1997		(l	)
1270 West 2320 South	West Valley, UT		—		138		784		142		143		921		1,064		308		1998		(l	)
1275 West 2240 South	West Valley, UT		—		395		2,241		474		408		2,702		3,110		878		1998		(l	)
1288 West 2240 South	West Valley, UT		—		119		672		111		123		779		902		236		1998		(l	)
2235 South 1300 West	West Valley, UT		—		198		1,120		270		204		1,384		1,588		530		1998		(l	)
1293 West 2200 South	West Valley, UT		—		158		896		99		163		990		1,153		299		1998		(l	)
1279 West 2200 South	West Valley, UT		—		198		1,120		156		204		1,270		1,474		355		1998		(l	)
1272 West 2240 South	West Valley, UT		—		336		1,905		258		347		2,152		2,499		609		1998		(l	)
1149 West 2240 South	West Valley, UT		—		217		1,232		100		225		1,324		1,549		405		1998		(l	)
1142 West 2320 South	West Valley, UT		—		217		1,232		77		225		1,301		1,526		401		1998		(l	)
1152 West 2240 South	West Valley, UT		—		2,067		—		2,517		1,083		3,501		4,584		884		2000		(l	)

S-17


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

1815-1957 South 4650 West	Salt Lake City, UT		7,240		1,707		10,873		116			1,713		10,983		12,696		1,259		2006		(l	)
2100 Alexander Street	West Valley, UT		1,225		376		1,670		—			376		1,670		2,046		170		2007		(l	)
1815-1957 South 4650 West	West Valley, UT		2,102		864		2,771		82			869		2,848		3,717		308		2007		(l	)
San Diego
16275 Technology Drive	San Diego, CA		—		2,848		8,641		42			2,859		8,672		11,531		1,376		2005		(l	)
6305 El Camino Real	Carlsbad, CA		—		1,590		6,360		7,497			1,590		13,857		15,447		1,187		2006		(l	)
2325 Camino Vida Roble	Carlsbad, CA		—		1,441		1,239		651			1,446		1,885		3,331		230		2006		(l	)
2335 Camino Vida Roble	Carlsbad, CA		—		817		762		97			821		855		1,676		162		2006		(l	)
2345 Camino Vida Roble	Carlsbad, CA		—		562		456		58			565		511		1,076		104		2006		(l	)
2355 Camino Vida Roble	Carlsbad, CA		—		481		365		70			483		433		916		100		2006		(l	)
2365 Camino Vida Roble	Carlsbad, CA		—		1,098		630		(16	)		1,102		610		1,712		123		2006		(l	)
2375 Camino Vida Roble	Carlsbad, CA		—		1,210		874		149			1,214		1,019		2,233		213		2006		(l	)
6451 El Camino Real	Carlsbad, CA		—		2,885		1,931		344			2,895		2,265		5,160		378		2006		(l	)
8572 Spectrum Lane	San Diego, CA		2,237		806		3,225		429			807		3,653		4,460		323		2007		(l	)
13100 Gregg Street	Poway, CA		—		1,040		4,160		474			1,073		4,601		5,674		531		2007		(l	)
Seattle
1901 Raymond Ave SW	Renton, WA		2,228		4,458		2,659		197			4,594		2,720		7,314		215		2008		(l	)
19014 64th Avenue South	Kent, WA		3,382		1,990		3,979		177			2,042		4,105		6,147		309		2008		(l	)
18640 68th Ave. South	Kent, WA		889		1,218		1,950		84			1,258		1,994		3,252		164		2008		(l	)
Southern New Jersey
8 Springdale Road	Cherry Hill, NJ		—		258		1,436		771			258		2,207		2,465		647		1998		(l	)
111 Whittendale Drive	Morrestown, NJ		1,781		522		2,916		112			522		3,028		3,550		787		2000		(l	)
7851 Airport Highway	Pennsauken, NJ		—		160		508		368			163		873		1,036		268		2003		(l	)
103 Central	Mt. Laurel, NJ		—		610		1,847		1,143			619		2,981		3,600		772		2003		(l	)
999 Grand Avenue	Hammonton, NJ		5,555		969		8,793		1,018			979		9,801		10,780		2,151		2005		(l	)
7890 Airport Hwy/7015 Central	Pennsauken, NJ		1,331		300		989		511			425		1,375		1,800		401		2006		(l	)
600 Creek Road	Delanco, NJ		—		2,125		6,504		(5	)		2,127		6,497		8,624		1,259		2007		(l	)
1070 Thomas Busch Mem Hwy	Pennsauken, NJ		—		1,054		2,278		318			1,084		2,566		3,650		449		2007		(l	)
1601 Schlumberger Drive	Moorestown, NJ		—		560		2,240		733			608		2,925		3,533		335		2007		(l	)
St. Louis
10431-10449 Midwest Industrial Blvd	Olivette, MO		—		237		1,360		373			237		1,733		1,970		616		1994		(l	)
10751 Midwest Industrial Boulevard	Olivette, MO		—		193		1,119		570			194		1,688		1,882		735		1994		(l	)
6951 N Hanley(d)	Hazelwood, MO		—		405		2,295		1,480			419		3,761		4,180		1,139		1996		(l	)
1067 Warson-Bldg A	St. Louis, MO		—		246		1,359		696			251		2,050		2,301		453		2002		(l	)
1067 Warson-Bldg B	St. Louis, MO		—		380		2,103		1,975			388		4,070		4,458		809		2002		(l	)

S-18


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09						Accumulated
	Location	(a)		Initial Cost				and Valuation					Building and				Depreciation		Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land		Improvements		Total		12/31/2009		Constructed		Lives (Years)
		(Dollars in thousands)

1067 Warson-Bldg C	St. Louis, MO		—		303		1,680		1,256			310		2,929		3,239		691		2002		(l	)
1067 Warson-Bldg D	St. Louis, MO		—		353		1,952		949			360		2,894		3,254		605		2002		(l	)
6821-6857 Hazelwood Avenue	Berkeley, MO		4,977		985		6,205		917			985		7,122		8,107		1,545		2003		(l	)
13701 Rider Trail North	Earth City, MO		—		800		2,099		700			804		2,795		3,599		732		2003		(l	)
1908-2000 Innerbelt(d)	Overland, MO		—		1,590		9,026		984			1,591		10,009		11,600		2,719		2004		(l	)
9060 Latty Avenue	Berkeley, MO		—		687		1,947		30			694		1,970		2,664		938		2006		(l	)
21-25 Gateway Commerce Center	Edwardsville, IL		24,416		1,874		31,958		191			1,928		32,095		34,023		3,052		2006		(l	)
601 Cannonball Lane	O’Fallon, MO		—		584		2,336		522			595		2,847		3,442		208		2007		(l	)
6647 Romiss Court	St. Louis, MO		—		230		681		72			241		742		983		97		2008		(l	)
Tampa
5313 Johns Road	Tampa, FL		—		204		1,159		231			257		1,337		1,594		431		1997		(l	)
5525 Johns Road	Tampa, FL		—		192		1,086		355			200		1,433		1,633		478		1997		(l	)
5709 Johns Road	Tampa, FL		—		192		1,086		165			200		1,243		1,443		377		1997		(l	)
5711 Johns Road	Tampa, FL		—		243		1,376		172			255		1,536		1,791		470		1997		(l	)
5453 W Waters Avenue	Tampa, FL		—		71		402		135			82		526		608		153		1997		(l	)
5455 W Waters Avenue	Tampa, FL		—		307		1,742		390			326		2,113		2,439		643		1997		(l	)
5553 W Waters Avenue	Tampa, FL		—		307		1,742		423			326		2,146		2,472		659		1997		(l	)
5501 W Waters Avenue	Tampa, FL		—		215		871		446			242		1,290		1,532		380		1997		(l	)
5503 W Waters Avenue	Tampa, FL		—		98		402		162			110		552		662		159		1997		(l	)
5555 W Waters Avenue	Tampa, FL		—		213		1,206		215			221		1,413		1,634		416		1997		(l	)
5557 W Waters Avenue	Tampa, FL		—		59		335		44			62		376		438		111		1997		(l	)
5461 W Waters	Tampa, FL		—		261		—		1,438			265		1,434		1,699		436		1998		(l	)
5481 W. Waters Avenue	Tampa, FL		—		558		—		2,496			561		2,493		3,054		596		1999		(l	)
4515-4519 George Road	Tampa, FL		2,528		633		3,587		820			640		4,400		5,040		995		2001		(l	)
6089 Johns Road	Tampa, FL		898		180		987		77			186		1,058		1,244		217		2004		(l	)
6091 Johns Road	Tampa, FL		715		140		730		134			144		860		1,004		187		2004		(l	)
6103 Johns Road	Tampa, FL		1,133		220		1,160		148			226		1,302		1,528		253		2004		(l	)
6201 Johns Road	Tampa, FL		1,028		200		1,107		124			205		1,226		1,431		278		2004		(l	)
6203 Johns Road	Tampa, FL		1,314		300		1,460		118			311		1,567		1,878		446		2004		(l	)
6205 Johns Road	Tampa, FL		1,342		270		1,363		75			278		1,430		1,708		213		2004		(l	)
6101 Johns Road	Tampa, FL		901		210		833		107			216		934		1,150		238		2004		(l	)
4908 Tampa West Blvd	Tampa, FL		—		2,622		8,643		(337	)		2,635		8,293		10,928		1,592		2005		(l	)
11701 Belcher Road South	Largo, FL		—		1,657		2,768		628			1,669		3,384		5,053		551		2006		(l	)
4900-4914 Creekside Drive(h)	Clearwater, FL		—		3,702		7,338		645			3,730		7,955		11,685		1,276		2006		(l	)
12345 Starkey Road	Largo, FL		—		898		2,078		395			905		2,466		3,371		374		2006		(l	)

S-19


								(c)
								Costs
								Capitalized
								Subsequent to
								Acquisition or			Gross Amount Carried
				(b)				Completion			At Close of Period 12/31/09								Accumulated
	Location	(a)		Initial Cost				and Valuation						Building and					Depreciation			Year Acquired/		Depreciable
Building Address	(City/State)	Encumbrances		Land		Buildings		Provision			Land			Improvements			Total		12/31/2009			Constructed		Lives (Years)
		(Dollars in thousands)

Toronto
135 Dundas Street	Cambridge, ON		—		3,128		4,958		(700	)		3,179			4,207			7,386		1,420			2005		(l	)
678 Erie Street	Stratford, ON		—		786		557		(236	)		829			278			1,107		205			2005		(l	)
114 Packham Rd	Stratford, ON		—		1,000		3,526		525			1,012			4,039			5,051		1,275			2007		(l	)
Other
3501 Maple Street	Abilene, TX		—		67		1,057		1,478			266			2,336			2,602		1,269			1994		(l	)
4200 West Harry Street(e)	Wichita, KS		—		193		2,224		1,777			532			3,662			4,194		2,407			1994		(l	)
5050 Kendrick Court	Grand Rapids, MI		—		1,721		11,433		7,579			1,721			19,012			20,733		7,310			1994		(l	)
5015 52nd Street SE	Grand Rapids, MI		—		234		1,321		70			234			1,391			1,625		547			1994		(l	)
6266 Hurt Road	Horn Lake, MS		—		427		—		3,537			427			3,537			3,964		361			2004		(l	)
6266 Hurt Road Building B	Horn Lake, MS		—		—		—		868			99			769			868		180			2004		(l	)
6301 Hazeltine National Drive	Orlando, FL		4,090		909		4,613		262			920			4,864			5,784		921			2005		(l	)
12626 Silicon Drive	San Antonio, TX		3,270		768		3,448		266			779			3,703			4,482		798			2005		(l	)
3100 Pinson Valley Parkway	Birmingham, AL		—		303		742		22			310			757			1,067		161			2005		(l	)
1021 W. First Street, Hwy 93	Sumner, IA		—		99		2,540		(96	)		101			2,442			2,543		538			2005		(l	)
1245 N. Hearne Avenue	Shreveport, LA		—		99		1,263		34			102			1,294			1,396		326			2005		(l	)
10330 I Street	Omaha, NE		—		1,808		8,340		15			1,809			8,354			10,163		2,450			2006		(l	)
3200 Pond Station	Jefferson County, KY		—		2,074		—		9,679			2,119			9,634			11,753		654			2007		(l	)
Pure Fishing BTS	Kansas City, MO		—		4,152		—		13,602			4,228			13,526			17,754		411			2008		(l	)
600 Greene Drive	Greenville, KY		—		294		8,570		3			296			8,571			8,867		1,462			2008		(l	)
Redevelopments /Developments / Developable Land(j)			—		147,075		620		7,254	(m)		149,983			4,975			154,958		194

Total		$	369,891	$	665,613	$	1,672,405	$	626,591		$	677,095	(k)	$	2,287,523	(k)	$	2,964,618	$	522,229	(k)

S-20

NOTES:


(a)		See description of encumbrances in Note 7 to Notes to Consolidated Financial Statements.


(b)		Initial cost for each respective property is tangible purchase price allocated in accordance with FASB’s guidance on business combinations.

(c)		Improvements are net of write-off of fully depreciated assets.

(d)		Comprised of two properties.

(e)		Comprised of three properties.

(f)		Comprised of four properties.

(g)		Comprised of five properties.

(h)		Comprised of eight properties.

(i)		Comprised of 28 properties.

(j)		These properties represent developable land and redevelopments that have not been placed in service.

(k)


							Gross Amount
	Amounts						Carried At
	Included			Amounts Within			Close of Period
	in Real Estate			Net Investment			December 31,
	Held for Sale			in Real Estate*			2009*

Land	$	15,150		$	661,945		$	677,095
Buildings & Improvements		7,709			2,279,814			2,287,523
Accumulated Depreciation		(1,208	)		(521,021	)		(522,229	)

Subtotal		21,651			2,420,738			2,442,389
Construction in Progress		—			23,332			23,332

Net Investment in Real Estate		21,651			2,444,070			2,465,721

Leasing Commissions, Net, Deferred Leasing Intangibles, Net and Deferred Rent Receivable, Net		7,503

Balance Sheet at December 31, 2009	$	29,154


*		Amounts exclude $51,796 of above market leases and other deferred leasing intangibles, net.

(l)		Depreciation is computed based upon the following estimated lives:


Buildings and Improvements		8 to 50 years
Tenant Improvements, Leasehold Improvements		Life of lease


(m)		Includes foreign currency translation adjustments.

At December 31, 2009, the aggregate cost of land and buildings and equipment for federal income tax purpose was approximately $2.7 billion (excluding construction in progress.)

S-21

The changes in total real estate assets, including real estate held for sale, for the three years ended December 31, 2009 are as follows:


	2009			2008			2007
	(Dollars in thousands)

Balance, Beginning of Year	$	3,035,662		$	2,952,499		$	2,938,242
Acquisition of Real Estate Assets		208			279,542			405,633
Construction Costs and Improvements		44,828			176,506			220,571
Disposition of Real Estate Assets		(65,428	)		(340,802	)		(590,271	)
Write-off of Fully Depreciated Assets		(27,320	)		(32,083	)		(21,676	)

Balance, End of Year	$	2,987,950		$	3,035,662		$	2,952,499

The changes in accumulated depreciation, including accumulated depreciation for real estate held for sale, for the three years ended December 31, 2009 are as follows:


	2009			2008			2007

Balance, Beginning of Year	$	457,059		$	439,312		$	410,962
Depreciation for Year		100,145			101,541			105,758
Disposition of Assets		(7,655	)		(51,711	)		(55,732	)
Write-off of Fully Depreciated Assets		(27,320	)		(32,083	)		(21,676	)

Balance, End of Year	$	522,229		$	457,059		$	439,312

S-22

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

	By:	/s/ Bruce W. Duncan

Bruce W. Duncan

President, Chief Executive Officer and Director

(Principal Executive Officer)

Date: March 1, 2010


	By:	/s/ Scott A. Musil

Scott A. Musil

Chief Financial and Accounting Officer

(Principal Financial and Accounting Officer)

Date: March 1, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date


/s/ W. Edwin Tyler W. Edwin Tyler	Chairman of the Board of Directors	March 1, 2010

/s/ Bruce W. Duncan Bruce W. Duncan	President, Chief Executive Officer and Director	March 1, 2010

/s/ Michael G. Damone Michael G. Damone	Director of Strategic Planning and Director	March 1, 2010

/s/ H. Patrick Hackett, Jr. H. Patrick Hackett, Jr.	Director	March 1, 2010

/s/ Kevin W. Lynch Kevin W. Lynch	Director	March 1, 2010

/s/ John E. Rau John E. Rau	Director	March 1, 2010

S-23


Signature	Title	Date


/s/ Jay H. Shidler Jay H. Shidler	Director	March 1, 2010

/s/ Robert J. Slater Robert J. Slater	Director	March 1, 2010

/s/ J. Steven Wilson J. Steven Wilson	Director	March 1, 2010

S-24

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. sophomore Avg

First Industrial 10-K2009 FY Annual report

Content analysis